Saul Centers (NYSE: BFS) director receives Phantom Stock grant and shows option holdings

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

SAUL CENTERS, INC. director George Patrick Clancy Jr. received a grant of 613.873 shares of Phantom Stock on April 1, 2026 at a reference value of $32.58 per share. This is a compensation-related award, not an open-market purchase or sale.

The award increases his phantom stock holdings to 4,374.529 units, which are tied to the company’s common stock under the issuer’s Deferred Compensation Plan for Directors and 2024 Stock Incentive Plan, as described in his Deferred Fee Agreement. The filing also lists existing director stock options over multiple 2,500-share blocks of common stock with exercise prices between about $33.79 and $59.41 and expirations from 2026 through 2033, and shows direct ownership of 20,605 shares of common stock.

Insider Trade Summary

10 transactions reported

Mixed 10 txns

Insider CLANCY GEORGE PATRICK JR

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	613.873	$32.58	$20K
holding	Director Stock Option	--	--	--
holding	Director Stock Option	--	--	--
holding	Director Stock Option	--	--	--
holding	Director Stock Option	--	--	--
holding	Director Stock Option	--	--	--
holding	Director Stock Option	--	--	--
holding	Director Stock Option	--	--	--
holding	Director Stock Option	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Phantom Stock — 4,374.529 shares (Direct); Director Stock Option — 2,500 shares (Direct); Common Stock — 20,605 shares (Direct)

Footnotes (1)

New phantom shares are issuable pursuant to the Issuers Deferred Compensation Plan for Directors, as amended and restated effective May 17, 2024 (the Deferred Compensation Plan), under its 2024 Stock Incentive Plan. Phantom shares issued prior to May 17, 2024, continue to be subject to the terms of the Issuers deferred compensation plan for directors in effect prior to the amendment and restatement of the Deferred Compensation Plan. The conversion of phantom shares issued on or after May 17, 2024, into shares of the Issuers common stock is governed pursuant to terms of the Issuers Deferred Compensation Plan under its 2024 Stock Plan and the reporting persons Deferred Fee Agreement. The conversion of phantom shares issued prior to May 17, 2024, into shares of the Issuers common stock is governed pursuant to the terms of the Issuers deferred compensation plan for directors in effect prior to the amendment and restatement of the Deferred Compensation Plan and the reporting persons Deferred Fee Agreement. Includes 70.800 shares awarded January 30, 2026 as dividend reinvestments on shares of phantom stock held by the reporting person pursuant to the Deferred Compensation Plan.

Key Figures

Phantom Stock grant: 613.873 units at $32.58 Total Phantom Stock holdings: 4,374.529 units Common stock held: 20,605 shares +4 more

7 metrics

Phantom Stock grant 613.873 units at $32.58 Award on April 1, 2026

Total Phantom Stock holdings 4,374.529 units After April 1, 2026 grant

Common stock held 20,605 shares Direct ownership after reported transactions

Option block 1 2,500 shares at $57.74 Director Stock Option expiring May 6, 2026

Option block 2 2,500 shares at $59.41 Director Stock Option expiring May 5, 2027

Option block 3 2,500 shares at $33.79 Director Stock Option expiring May 12, 2033

Dividend reinvestment phantom shares 70.800 units Awarded January 30, 2026 as dividend reinvestments

Key Terms

Phantom Stock, Deferred Compensation Plan, 2024 Stock Incentive Plan, Deferred Fee Agreement, +1 more

5 terms

Phantom Stock financial

"New phantom shares are issuable pursuant to the Issuers Deferred Compensation Plan for Directors"

A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.

Deferred Compensation Plan financial

"pursuant to the Issuers Deferred Compensation Plan for Directors, as amended and restated"

A deferred compensation plan is an arrangement where an employer agrees to pay part of an employee’s pay or bonus at a later date instead of immediately, often to reduce current tax bills or to tie rewards to long-term performance. For investors it matters because these promises create future cash obligations and influence executive incentives and retention; they can affect a company’s reported liabilities, cash flow planning and the risk profile if the business faces financial trouble.

2024 Stock Incentive Plan financial

"under its 2024 Stock Incentive Plan"

Deferred Fee Agreement financial

"governed pursuant to terms of the Issuers Deferred Compensation Plan under its 2024 Stock Plan and the reporting persons Deferred Fee Agreement"

Director Stock Option financial

"Director Stock Option ... underlying security title Common Stock"

Form 4 Insider Transactions: What Each Field Means →

04/02/2026 - 12:56 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

CLANCY GEORGE PATRICK JR

(Last)

(First)

(Middle)

7501 WISCONSIN AVENUE

SUITE 1500

(Street)

BETHESDA

MARYLAND

20814

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
SAUL CENTERS, INC. [ BFS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								20,605	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Director Stock Option	$57.74							05/06/2016	05/06/2026	Common Stock	2,500		2,500	D
Director Stock Option	$59.41							05/05/2017	05/05/2027	Common Stock	2,500		2,500	D
Director Stock Option	$49.46							05/11/2018	05/11/2028	Common Stock	2,500		2,500	D
Director Stock Option	$55.71							05/03/2019	05/03/2029	Common Stock	2,500		2,500	D
Director Stock Option	$50							04/24/2020	04/24/2030	Common Stock	2,500		2,500	D
Director Stock Option	$43.89							05/07/2021	05/07/2031	Common Stock	2,500		2,500	D
Director Stock Option	$47.9							05/13/2022	05/13/2032	Common Stock	2,500		2,500	D
Director Stock Option	$33.79							05/09/2023	05/12/2033	Common Stock	2,500		2,500	D
Phantom Stock	⁽¹⁾	04/01/2026		A		613.873		⁽²⁾	⁽²⁾	Common Stock	613.873	$32.58	4,374.529⁽³⁾	D

Explanation of Responses:

1. New phantom shares are issuable pursuant to the Issuers Deferred Compensation Plan for Directors, as amended and restated effective May 17, 2024 (the Deferred Compensation Plan), under its 2024 Stock Incentive Plan. Phantom shares issued prior to May 17, 2024, continue to be subject to the terms of the Issuers deferred compensation plan for directors in effect prior to the amendment and restatement of the Deferred Compensation Plan.

2. The conversion of phantom shares issued on or after May 17, 2024, into shares of the Issuers common stock is governed pursuant to terms of the Issuers Deferred Compensation Plan under its 2024 Stock Plan and the reporting persons Deferred Fee Agreement. The conversion of phantom shares issued prior to May 17, 2024, into shares of the Issuers common stock is governed pursuant to the terms of the Issuers deferred compensation plan for directors in effect prior to the amendment and restatement of the Deferred Compensation Plan and the reporting persons Deferred Fee Agreement.

3. Includes 70.800 shares awarded January 30, 2026 as dividend reinvestments on shares of phantom stock held by the reporting person pursuant to the Deferred Compensation Plan.

Remarks:

	/s/ Carlos L. Heard, by Power of Attorney	04/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did BFS director George Patrick Clancy Jr. report in this Form 4?

He reported receiving a grant of 613.873 Phantom Stock units as director compensation. The award is tied to Saul Centers’ common stock under the Deferred Compensation Plan and 2024 Stock Incentive Plan, and does not represent an open-market buy or sell transaction.

How many Phantom Stock units does the BFS director hold after this transaction?

After the grant, he holds a total of 4,374.529 Phantom Stock units. These units are governed by the issuer’s Deferred Compensation Plan for Directors and his Deferred Fee Agreement, and are designed to mirror the value of Saul Centers’ common stock over time.

What are the key terms of the new Phantom Stock award reported for BFS?

The director was granted 613.873 Phantom Stock units with a reference value of $32.58 per unit. The units are issuable under Saul Centers’ 2024 Stock Incentive Plan and Deferred Compensation Plan for Directors, rather than being purchased in the open market.

What stock options does the BFS director have outstanding according to this filing?

He has multiple Director Stock Option grants, each covering 2,500 shares of common stock, with exercise prices ranging from $33.79 to $59.41 and expiration dates from 2026 through 2033. These options represent potential future acquisitions of common shares if exercised.

How many Saul Centers common shares does the director own directly after this Form 4?

He directly owns 20,605 shares of Saul Centers common stock after the reported transactions. This direct ownership is separate from his Phantom Stock units and director stock options, which are derivative or deferred compensation instruments linked to the common shares.

How are the BFS Phantom Stock units eventually converted into common shares?

The conversion of Phantom Stock units into Saul Centers common shares is governed by the issuer’s Deferred Compensation Plan and the director’s Deferred Fee Agreement. The filing notes separate rules for units issued on or after May 17, 2024 versus those issued earlier.

Saul Centers (NYSE: BFS) director receives Phantom Stock grant and shows option holdings

Rhea-AI Filing Summary

Positive