Lotuff Patricia Saul 4

4 · SAUL CENTERS, INC. · Filed May 12, 2026

AI-generated summary of this filing

Updated May 13, 2026

Saul Centers (BFS) Vice Chair Patricia Saul Receives Awards, 152 Shares Withheld

What Happened

Patricia Lotuff Saul, Vice Chair and Director of Saul Centers (BFS), received equity awards and had shares withheld to cover tax obligations. The filing shows: a grant of 2,000 restricted shares (no purchase price), a derivative/ performance-share grant of 2,000 (also $0.00 on grant date), 18 shares acquired as dividend equivalents (18 @ $35.19, $633), and 152 shares disposed/withheld to cover taxes (152 @ $35.19, $5,349). The 2,000-share awards are restricted/performance awards rather than open-market purchases or sales.

Key Details

Transaction dates and prices:
- 2026-05-08: Grant of 2,000 restricted shares @ $0.00 (restricted award)
- 2026-05-08: Grant of 2,000 performance-related/derivative shares @ $0.00
- 2026-05-09: 18 shares acquired as dividend equivalents @ $35.19 = $633
- 2026-05-09: 152 shares withheld/disposed for tax liability @ $35.19 = $5,349
Shares owned after the transactions: not specified in this Form 4 filing.
Notable footnotes:
- F1: The restricted shares vest in equal annual installments over five years beginning May 8, 2026.
- F2: The 18 shares were dividend equivalents that vested on May 9, 2026.
- F3: The performance-share award vests (if at all) in a cliff on May 8, 2031 based on achievement of FFO performance targets set by the Board.
Filing timeliness: Report filed on 2026-05-12 for transactions on 2026-05-08/09 — filed within the standard two business-day window.

Context

The 152-share disposition (code F) reflects tax withholding or payment of tax liability tied to the vesting, not an open-market sell for investment purposes. Such withholdings are routine when equity awards vest.
The 2,000-share performance award is a derivative-style grant that may not convert to vested shares until 2031 and only if performance goals are met—this is not an immediate transfer of free stock.
Awards and withholding give information about compensation and timing but do not directly indicate the insider’s view on the company’s stock price.

Form 4

Period: 2026-05-08

DirectorVice Chair

Transactions

Award
Common Stock
[F1]
2026-05-08+2,000→ 23,833.641 total
Tax Payment
Common Stock
2026-05-09$35.19/sh−152$5,349→ 23,681.641 total
Award
Common Stock
[F2]
2026-05-09$35.19/sh+18$633→ 23,699.641 total
Award
Performance Shares
[F3]
2026-05-08+2,000→ 2,000 total
Exercise: $0.00From: 2031-05-08Exp: 2031-05-08→ Common Stock (2,000 underlying)

Holdings

Director Stock Option
Exercise: $33.79From: 2023-05-12Exp: 2033-05-12→ Common Stock (2,500 underlying)
2,500
Performance Shares
Exercise: $0.00From: 2029-05-17Exp: 2029-05-17→ Common Stock (1,200 underlying)
1,200
Performance Shares
Exercise: $0.00From: 2030-05-09Exp: 2030-05-09→ Common Stock (1,600 underlying)
1,600

Footnotes (3)

[F1]Represents restricted shares of Common Stock. Such shares vest on the first five anniversaries of May 8, 2026 in equal annual installments, assuming continued employment.
[F2]Shares acquired in an exempt transaction as dividend equivalents on filers restricted stock award, which vested on May 9, 2026.
[F3]The performance share award provides for the grant of restricted shares of Common Stock on each of the five anniversaries of May 8, 2026 in equal annual installments. The number of restricted shares of such grant that vest, if any, is (i) subject to cliff-vesting on May 8, 2031, and (2) achievement of performance criteria relating to the Companys target Funds from Operations available to common stockholders and noncontrolling interests (FFO) measured against an FFO amount included in the budget established by the Board of Directors annually prior to the start of such calendar year.

Signature

/s/ Carlos L. Heard, by Power of Attorney|2026-05-12

1 file