SAUL CENTERS, INC.·4

May 12, 8:56 PM ET

Lotuff Patricia Saul 4

Research Summary

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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.