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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.