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SAUL CENTERS, INC. Director's Dealing 2025

May 13, 2025

32170_dirs_2025-05-13_76f7b2e6-5be2-47f3-b65f-0fed8e9ee5c6.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SAUL CENTERS, INC. (BFS)
CIK: 0000907254
Period of Report: 2025-05-09

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2025-05-09 Common Stock A 500 Acquired 4101.068 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2025-05-09 Performance Shares $0 A 500 Acquired 2030-05-09 Common Stock (500) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 249.952 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 (3934.656) 3934.656 Direct
Performance Shares $0 2029-05-17 Common Stock (400) 400 Direct

Footnotes

F1: Represents restricted shares of Common Stock. Such shares vest on the first five anniversaries of May 9, 2025 in equal annual installments, assuming continued employment.

F2: The options vest 25% per year over four years from the date of grant.

F3: 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.

F4: 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.

F5: Includes 72.670 shares awarded April 30, 2025 as dividend reinvestments on shares of phantom stock held by the reporting person pursuant to the Deferred Compensation Plan.

F6: The performance share award provides for the grant of restricted shares of Common Stock on each of the five anniversaries of May 9, 2025 in equal annual installments. The number of restricted shares of such grant that vest, if any, is (i) subject to cliff-vesting on May 9, 2030, 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.