Godby Lori 4

What Happened
Lori Godby, Senior Vice President — Residential at Saul Centers (BFS), was granted equity awards on May 8, 2026: 500 restricted shares and 500 performance-based restricted shares (one award reported as a derivative). On May 9, 2026 she disposed of 34 shares at $35.19 each to satisfy tax withholding obligations (proceeds ≈ $1,196).

Key Details

• Transaction dates: awards granted 2026-05-08; tax-withholding disposal 2026-05-09. Form filed 2026-05-12 (timely).
• Award amounts: 500 restricted shares (non-derivative) + 500 performance-based restricted shares (derivative) — total 1,000 shares granted at $0.00 (compensatory grants).
• Disposal for taxes: 34 shares sold @ $35.19 = $1,196 (transaction code F = tax withholding).
• Shares owned after the transactions: not disclosed in the excerpt provided.
• Footnotes of note:
  • F1: The 500 restricted shares vest in equal annual installments on the first five anniversaries of May 8, 2026, subject to continued employment.
  • F3: The performance-share award grants restricted shares in equal annual installments over five years but vests only upon achievement of FFO performance targets and is subject to cliff-vesting on May 8, 2031.
  • F2: Describes a separate option vesting schedule (25% per year over four years); no option exercise was reported in this filing.
• Transaction codes: A = award/grant, F = tax withholding (disposition).

Context
These awards are compensatory equity grants (not open-market purchases). The small share disposition was a routine sale to cover tax withholding and does not necessarily indicate a change in sentiment. The performance award is contingent on future FFO targets and includes cliff-vesting, so the derivative portion may not vest unless performance conditions are met. The filing appears timely under Form 4 rules.