Saul Centers Inc.

05/12/2026 | Press release | Distributed by Public on 05/12/2026 18:58

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Laycock Willoughby B.
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
__X__ Officer (give title below) _____ Other (specify below)
SVP-Res. Design/Mrkt Research
(Last) (First) (Middle)
7501 WISCONSIN AVE., SUITE 1400 		3. Date of Earliest Transaction (Month/Day/Year)
05/08/2026
(Street)
BETHESDA, MD 20814 		4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 249.952 I Spouse-401K
Common Stock 05/08/2026 A 500(1) A $ 0 4,870.068 D
Common Stock 05/09/2026 F 36 D $35.19 4,834.068 D
Common Stock 05/09/2026 A 5(2) A $35.19 4,839.068 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option $55.71 05/03/2019(3) 05/03/2029 Common Stock 5,000 5,000 D
Director Stock Option $55.71 05/03/2019 05/03/2029 Common Stock 2,500 2,500 D
Employee Stock Option $50 04/24/2020(3) 04/24/2030 Common Stock 10,000 10,000 D
Director Stock Option $50 04/24/2020 04/24/2030 Common Stock 2,500 2,500 D
Employee Stock Option $43.89 05/07/2021(3) 05/07/2031 Common Stock 10,000 10,000 D
Director Stock Option $43.89 05/07/2021 05/07/2031 Common Stock 2,500 2,500 D
Employee Stock Option $47.9 05/13/2022(3) 05/13/2032 Common Stock 10,000 10,000 D
Director Stock Option $47.9 05/13/2022 05/13/2032 Common Shares 2,500 2,500 D
Employee Stock Option $33.79 05/12/2023(3) 05/12/2033 Common Stock 10,000 10,000 D
Phantom Stock (4) (5) (5) Common Stock 4,243.322 4,243.322(6) D
Director Stock Option $33.79 05/12/2023 05/12/2033 Common Stock 2,500 2,500 D
Performance Shares $ 0 05/17/2029 05/17/2029 Common Stock 300 300 D
Performance Shares $ 0 05/09/2030 05/09/2030 Common Stock 400 400 D
Performance Shares $ 0 05/08/2026 A 500(7) 05/08/2031 05/08/2031 Common Stock 500 $ 0 500 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Laycock Willoughby B.
7501 WISCONSIN AVE.
SUITE 1400
BETHESDA, MD 20814 		X SVP-Res. Design/Mrkt Research

Signatures

/s/ Carlos L. Heard, by Power of Attorney 05/12/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) 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.
(2) Shares acquired in an exempt transaction as dividend equivalents on filers restricted stock award, which vested on May 9, 2026.
(3) The options vest 25% per year over four years from the date of grant.
(4) 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.
(5) 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.
(6) Includes 73.862 shares awarded April 30, 2026 as dividend reinvestments on shares of phantom stock held by the reporting person pursuant to the Deferred Compensation Plan.
(7) 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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