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SAUL CENTERS, INC. — Director's Dealing 2025
Mar 10, 2025
32170_dirs_2025-03-10_e2d37ee2-53d5-4945-b5f7-622a0476f058.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: 2025-03-06
Reporting Person: Laycock Willoughby B. (Director, SVP-Res. Design/Mrkt Research)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2025-03-06 | Common Stock | M | 100 | — | Acquired | 3551.068 | Direct |
| 2025-03-06 | Common Stock | A | 50 | — | Acquired | 3601.068 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2025-03-06 | Performance Shares | $0 | M | 100 | Disposed | 2029-05-17 | Common Stock (100) | 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 (3861.986) | 3861.986 | Direct |
Footnotes
F1: Represents restricted shares of Common Stock. Such shares vest, assuming continued employment, on May 17, 2029.
F2: Represents additional restricted shares of Common Stock earned based on the achievement of performance criteria with respect to a performance period commencing on January 1, 2024 and ending on December 31, 2024. Such shares vest, assuming continued employment, on May 17, 2029.
F3: The options vest 25% per year over four years from the date of grant.
F4: 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.
F5: 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.
F6: Includes 63.183 shares awarded January 31, 2025 as dividend reinvestments on shares of phantom stock held by the reporting person pursuant to the Deferred
Compensation Plan.