SAUL CENTERS, INC. — Director's Dealing 2025

Feb 7, 2025

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: SAUL CENTERS, INC. (BFS)
CIK: 0000907254
Period of Report: 2024-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-12-20	Common Stock	J	541.067	—	Acquired	3451.068	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 (3798.803)	3798.803	Direct
Performance Shares	$0	2029-05-17	Common Stock (500)	500	Direct

Footnotes

F1: This is a correction to the balance previously reported on the Form 4 filed on May 21, 2024.

F2: Shares received from a trust in which the reporting person was a beneficiary but not the trustee. The transfer reflects a change in the form of ownership, with the reporting person now directly holding the shares. No consideration was paid by the reporting person in connection with transaction.

F3: This is a correction to the balance previously reported on the Form 4 filed on May 21, 2024. Previously, shares (319.059) were reported to be indirect beneficial ownership from the reporting person's spouse. These shares were directly owned by the reporting person and upon correcting the balance and nature of ownership, now total 3,451.068

F4: The options vest 25% per year over four years from the date of grant.

F5: 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.

F6: 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.

F7: Balance increased by July 31, 2024 and October 31, 2024 Dividend Reinvestment Plan awards totaling 113.314 shares.

F8: 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.