SAUL CENTERS, INC. — Director's Dealing 2023

May 17, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SAUL CENTERS, INC. (BFS)
CIK: 0000907254
Period of Report: 2023-05-12

Reporting Person: Laycock Willoughby B. (Director, SVP-Res. Design/Mrkt Research)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-05-12	Common Stock	A	200	—	Acquired	2045	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-05-12	Director Stock Option	$33.79	A	2500	Acquired	2033-05-12	Common Stock (2500.0)	Direct
2023-05-12	Employee Stock Option	$33.79	A	10000	Acquired	2033-05-12	Common Stock (10000.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	302.631	Indirect
Common Stock	298.91	Indirect
Common Stock	491.778	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (3047.706)	3047.706	Direct
Employee Stock Option	$55.71	2029-05-03	Common Stock (5000.0)	5000	Direct
Director Stock Option	$55.71	2029-05-03	Common Stock (2500.0)	2500	Direct
Employee Stock Option	$50.0	2030-04-24	Common Stock (10000.0)	10000	Direct
Director Stock Option	$50.0	2030-04-24	Common Stock (2500.0)	2500	Direct
Employee Stock Option	$43.89	2031-05-07	Common Stock (10000.0)	10000	Direct
Director Stock Option	$43.89	2031-05-07	Common Stock (2500.0)	2500	Direct
Employee Stock Option	$47.9	2032-05-13	Common Stock (10000.0)	10000	Direct
Director Stock Option	$47.9	2032-05-13	Common Stock (2500.0)	2500	Direct

Footnotes

F1: Balance increased by April 28, 2023 Dividend Reinvestment Plan award of 5.028 shares.

F2: Shares owned in the reporting person's spouse's 401K account. The reporting person disclaims beneficial ownership of these shares.

F3: Balance increased by April 28, 2023 Dividend Reinvestment Plan award of 4.966 shares.

F4: Shares owned directly by the reporting person's spouse. The reporting person disclaims beneficial ownership of these shares.

F5: Balance increased by April 28, 2023 Dividend Reinvestment Plan award of 8.171 shares.

F6: Shares held in a trust, of which the reporting person is the sole beneficiary.

F7: Phantom shares are issuable pursuant to the Issuer's Deferred Compensation Plan for Directors under its 2004 Stock Plan, as amended (the "Deferred Compensation Plan"). Each share of phantom stock is the economic equivalent of one share of common stock. The shares of phantom stock become payable, in cash or common stock, at the election of the reporting person, upon the reporting person's termination of service.

F8: The conversion of the phantom stock into shares of the Issuer's common stock is governed by the Deferred Compensation Plan and the reporting person's Deferred Fee Election Agreement.

F9: Includes 50.638 shares awarded April 28, 2023 as dividend reinvestments on shares of phantom stock held by the reporting person pursuant to the Deferred Compensation Plan.

F10: The options vest 25% per year over four years from the date of grant.