SEC FORM 4

SEC FORM 4SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Laycock Willoughby B.

(Last)

(First)

(Middle)

7501 WISCONSIN AVE.

SUITE 1400

(Street)

BETHESDA

MARYLAND

20814

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
SAUL CENTERS, INC. [ BFS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP-Res. Design/Mrkt Research

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								249.952	I	Spouse-401K
Common Stock	05/08/2026		A		500⁽¹⁾	A	$0	4,870.068	D
Common Stock	05/09/2026		F		36	D	$35.19	4,834.068	D
Common Stock	05/09/2026		A		5⁽²⁾	A	$35.19	4,839.068	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option	$55.71							05/03/2019⁽³⁾	05/03/2029	Common Stock	5,000		5,000	D
Director Stock Option	$55.71							05/03/2019	05/03/2029	Common Stock	2,500		2,500	D
Employee Stock Option	$50							04/24/2020⁽³⁾	04/24/2030	Common Stock	10,000		10,000	D
Director Stock Option	$50							04/24/2020	04/24/2030	Common Stock	2,500		2,500	D
Employee Stock Option	$43.89							05/07/2021⁽³⁾	05/07/2031	Common Stock	10,000		10,000	D
Director Stock Option	$43.89							05/07/2021	05/07/2031	Common Stock	2,500		2,500	D
Employee Stock Option	$47.9							05/13/2022⁽³⁾	05/13/2032	Common Stock	10,000		10,000	D
Director Stock Option	$47.9							05/13/2022	05/13/2032	Common Shares	2,500		2,500	D
Employee Stock Option	$33.79							05/12/2023⁽³⁾	05/12/2033	Common Stock	10,000		10,000	D
Phantom Stock	⁽⁴⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	4,243.322		4,243.322⁽⁶⁾	D
Director Stock Option	$33.79							05/12/2023	05/12/2033	Common Stock	2,500		2,500	D
Performance Shares	$0							05/17/2029	05/17/2029	Common Stock	300		300	D
Performance Shares	$0							05/09/2030	05/09/2030	Common Stock	400		400	D
Performance Shares	$0	05/08/2026		A		500⁽⁷⁾		05/08/2031	05/08/2031	Common Stock	500	$0	500	D

Explanation of Responses:

1. Represents restricted shares of Common Stock. Such shares vest on the first five anniversaries of May 8, 2026 in equal annual installments, assuming continued employment.

2. Shares acquired in an exempt transaction as dividend equivalents on filers restricted stock award, which vested on May 9, 2026.

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

4. 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.

5. 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.

6. Includes 73.862 shares awarded April 30, 2026 as dividend reinvestments on shares of phantom stock held by the reporting person pursuant to the Deferred Compensation Plan.

7. The performance share award provides for the grant of restricted shares of Common Stock on each of the five anniversaries of May 8, 2026 in equal annual installments. The number of restricted shares of such grant that vest, if any, is (i) subject to cliff-vesting on May 8, 2031, 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.

Remarks:

	/s/ Carlos L. Heard, by Power of Attorney	05/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)