SEC FORM 5

SEC FORM 5 SEC Form 5

FORM 5

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

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

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^*

SAUL B FRANCIS II

(Last)

(First)

(Middle)

7501 WISCONSIN AVENUE

15TH FLOOR

(Street)

BETHESDA

20814

(City)

(State)

(Zip)

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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman & CEO

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2024

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

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

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

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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							35,062.399	I	See footnote⁽¹⁾
Common Shares							403,725.63	I	See footnote⁽²⁾
Common Shares							533,756.255	I	See footnote⁽³⁾
Common Stock							2,773.782	I	See footnote⁽⁴⁾
Common Stock							146,218.251	I	See footnote⁽⁵⁾
Common Stock							399,896.143	I	See footnote⁽⁶⁾
Common Stock							357,901.258	I	See footnote⁽⁷⁾
Common Stock							6,408⁽⁸⁾	I	401K⁽⁹⁾
Common Stock							141,194⁽¹⁰⁾	I	401K⁽¹¹⁾
Common Stock							163,575.689⁽¹²⁾	I	See footnote⁽¹³⁾
Common Stock							175,824.498⁽¹⁴⁾	D
Common Stock							8,440,475.064	I	See footnote⁽¹⁵⁾
Common Stock	06/26/2024		J4	4,072.379⁽¹⁶⁾	D	$0	0	I	See footnote⁽¹⁶⁾
Common Stock	06/26/2024		J4	3,000⁽¹⁷⁾	D	$0	0	I	See footnote⁽¹⁷⁾
Common Stock	06/26/2024		J4	8,320.625⁽¹⁸⁾	D	$0	0	I	See footnote⁽¹⁸⁾

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)	4. Transaction Code (Instr. 8)	(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)
Director Stock Option	$51.07						05/08/2015	05/08/2025	Common Stock	2,500		2,500	D
Director Stock Option	$57.74						05/06/2016	05/06/2026	Common Stock	2,500		2,500	D
Director Stock Option	$59.41						05/05/2017	05/05/2027	Common Stock	2,500		2,500	D
Director Stock Option	$49.46						05/11/2018	05/11/2028	Common Stock	2,500		2,500	D
Director Stock Option	$55.71						05/03/2019	05/03/2029	Common Stock	2,500		2,500	D
Director Stock Option	$50						04/24/2020	04/24/2030	Common Stock	2,500		2,500	D
Director Stock Option	$43.89						05/07/2021	05/07/2031	Common Stock	2,500		2,500	D
Director Stock Option	$47.9						05/13/2022	05/13/2032	Common Stock	2,500		2,500	D
Director Stock Option	$33.79						05/12/2023	05/12/2033	Common Shares	2,500		2,500	D
Phantom Stock	⁽¹⁹⁾						⁽²⁰⁾	⁽²⁰⁾	Common Stock	48,043.763		48,043.763⁽²¹⁾	D
Units	⁽²²⁾						⁽²²⁾	⁽²²⁾	Common Stock	10,011,903		10,011,903	D
Performance Shares	$0						05/17/2029	05/17/2029	Common Stock	20,000		20,000⁽²³⁾	D

Explanation of Responses:

1. These securities are held directly by Van Ness Square Corporation ("Van Ness"). B. Francis Saul II is the Chairman of the Board and the Chief Executive Officer of Van Ness and, as such, he may be deemed to beneficially own the securities held by Van Ness.

2. Owned by Westminster Investing L.L.C., of which the reporting person is Chairman of the Board and Chief Executive Officer.

3. These securities are held directly by Dearborn, L.L.C. ("Dearborn"). B. F. Saul Real Estate Investment Trust ("Saul Trust") is the sole member of Dearborn and, as such, it may be deemed to beneficially own the securities held by Dearborn. Saul Company is the controlling equity holder of Saul Trust and, as such, it may be deemed to beneficially own the securities held by Saul Trust. B. Francis Saul II is the Chairman of the Board and the Chief Executive Officer of Saul Company and, as such, he may be deemed to beneficially own the securities held by Saul Company.

4. These securities are held directly by Avenel Executive Park Phase II, L.L.C. ("Avenel"). Saul Trust is the sole member of Avenel and, as such, it may be deemed to beneficially own the securities held by Avenel. Saul Company is the controlling equity holder of Saul Trust and, as such, it may be deemed to beneficially own the securities held by Saul Trust. B. Francis Saul II is the Chairman of the Board and the Chief Executive Officer of Saul Company and, as such, he may be deemed to beneficially own the securities held by Saul Company.

5. These securities are held directly by SHLP Unit Acquisition Corp. ("SHLP"). Saul Trust is the sole shareholder of SHLP and, as such, it may be deemed to beneficially own the securities held by SHLP. Saul Company is the controlling equity holder of Saul Trust and, as such, it may be deemed to beneficially own the securities held by Saul Trust. B. Francis Saul II is the Chairman of the Board and the Chief Executive Officer of Saul Company and, as such, he may be deemed to beneficially own the securities held by Saul Company.

6. These securities are held directly by B.F. Saul Property Company ("Saul Property"). B.F. Saul Company ("Saul Company") is the sole equity holder of Saul Property and, as such, it may be deemed to beneficially own the securities held by Saul Property. B. Francis Saul II is the Chairman of the Board and the Chief Executive Officer of Saul Company and, as such, he may be deemed to beneficially own the securities held by Saul Company.

7. These securities are held directly by the B.F. Saul Company. B. Francis Saul II is the Chairman of the Board and the Chief Executive Officer of the B.F. Saul Company and, as such, he may be deemed to beneficially own the securities held by the B.F. Saul Company.

8. Balance increased by July 31, 2024 and October 31, 2024 Dividend Reinvestment Plan award totaling 261 shares.

9. These securities are held directly by a 401(k) plan of which Patricia E. Saul is a beneficiary. B. Francis Saul II is the spouse of Patricia E. Saul and, as such, he may be deemed to beneficially own the securities held by Patricia E. Saul.

10. Balance increased by July 31, 2024 and October 31, 2024 Dividend Reinvestment Plan award totaling 5,757 shares.

11. These securities are held directly by a 401(k) plan of which B. Francis Saul II is a beneficiary.

12. Balance increased by July 31, 2024 and October 31, 2024 Dividend Reinvestment Plan award totaling 4,879.189 shares.

13. These securities are held directly by Patricia E. Saul. B. Francis Saul II is the spouse of Patricia E. Saul and, as such, he may be deemed to beneficially own the securities held by Patricia E. Saul.

14. Balance increased by July 31, 2024 and October 31, 2024 Dividend Reinvestment Plan award totaling 5,398.064 shares.

15. These securities are held directly by the Saul Trust. B. Francis Saul II is the Chairman of the Board and the majority equityholder and, as such, he may be deemed to beneficially own the securities held by the Saul Trust.

16. B. Francis Saul II is the trustee of The Sharon Elizabeth Saul Trust (the SES Trust) and, as such, he may be deemed to beneficially own the securities held by the SES Trust. This transaction reflects the distribution of all shares held by the SES Trust to its beneficiary in accordance with the terms of the trust. No consideration was paid in connection with this distribution, and the reporting person no longer has beneficial ownership or control over the distributed shares.

17. B. Francis Saul II is the trustee of The Andrew M. Saul Trust (the AMS Trust) and, as such, he may be deemed to beneficially own the securities held by the AMS Trust. This transaction reflects the distribution of all shares held by the AMS Trust to its beneficiary in accordance with the terms of the trust. No consideration was paid in connection with this distribution, and the reporting person no longer has beneficial ownership or control over the distributed shares.

18. B. Francis Saul II is the trustee of The Patricia English Saul Trust (the PES Trust) and, as such, he may be deemed to beneficially own the securities held by the PES Trust. This transaction reflects the distribution of all shares held by the SES Trust to its beneficiary in accordance with the terms of the trust. No consideration was paid in connection with this distribution, and the reporting person no longer has beneficial ownership or control over the distributed shares.

19. Shares of phantom stock are convertible into shares of the Issuer's common stock on a one for one basis.

20. The terms governing the conversion of the phantom stock into shares of the Issuer's common stock are contained in the Issuer's Deferred Compensation Plan, a copy of which has been filed with the Securities and Exchange Commission as part of the Issuer's proxy statement for its 2019 annual meeting.

21. Balance increased by July 31, 2024 and October 31, 2024 Dividend Reinvestment Plan award totaling 1,433.092 shares.

22. Represents units of limited partnership interest in Saul Holdings Limited Partnership ("SHLP"), of which the Issuer is the general partner. In general, the units are convertible into shares of the Issuer's common stock on a one-for-one basis provided that, in accordance with the Articles of Incorporation of the Issuer, the right to convert may not be exercised at any time that the B. Francis Saul II, family members of B. Francis Saul II, entities controlled by B. Francis Saul II and other affiliates of B. Francis Saul II beneficially owns, directly or indirectly, in the aggregate more than 39.9% of the value of the Issuer's outstanding common stock and preferred stock.

23. 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.

Remarks:

	/s/ Carlos L. Heard, by Power of Attorney	02/07/2025
	** 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.

SEC Form 5 filed by Saul B Francis Ii