SAUL CENTERS, INC. — Director's Dealing 2024

May 22, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SAUL CENTERS, INC. (BFS)
CIK: 0000907254
Period of Report: 2024-05-17

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-05-17	Common Stock	A	500	—	Acquired	2545	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-05-17	Performance Shares	$0	A	500	Acquired	2029-05-17	Common Stock (500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	323.031	Indirect
Common Stock	319.059	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$55.71	2029-05-03	Common Stock (5000)	5000	Direct
Director Stock Option	$55.71	2029-05-03	Common Stock (2500)	2500	Direct
Employee Stock Option	$50	2030-04-24	Common Stock (10000)	10000	Direct
Director Stock Option	$50	2030-04-24	Common Stock (2500)	2500	Direct
Employee Stock Option	$43.89	2031-05-07	Common Stock (10000)	10000	Direct
Director Stock Option	$43.89	2031-05-07	Common Stock (2500)	2500	Direct
Employee Stock Option	$47.90	2032-05-13	Common Stock (10000)	10000	Direct
Director Stock Option	$47.90	2032-05-13	Common Shares (2500)	2500	Direct
Employee Stock Option	$33.79	2033-05-12	Common Stock (10000)	10000	Direct
Director Stock Option	$33.79	2033-05-12	Common Stock (2500)	2500	Direct
Phantom Stock	$		Common Stock (3685.489)	3685.489	Direct

Footnotes

F1: Balance increased by January 31, 2024 Dividend Reinvestment Plan award and April 30, 2024 award totaling 10.233 shares.

F2: Balance increased by January 31, 2024 Dividend Reinvestment Plan award and April 30, 2024 award totaling 10.107 shares.

F3: Shares owned directly by the reporting person's spouse. The reporting person disclaims beneficial ownership of these shares.

F4: Represents restricted shares of Common Stock. Such shares vest on the first five anniversaries of May 17, 2024 in equal annual installments, assuming continued employment.

F5: The options vest 25% per year over four years from the date of grant.

F6: The performance share award provides for the grant of restricted shares of Common Stock on each of the five anniversaries of May 17, 2024 in equal annual installments. The number of restricted shares of such grant that vest, if any, is (i) subject to cliff-vesting on May 17, 2029, 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.

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: Balance increased by January 31, 2024 Dividend Reinvestment Plan and April 30, 2024 award totaling 116.748 shares.