Form 4: Saul Centers COO Reports Future Equity Awards and Holdings
Insider Ownership Statement
Saul Centers' President and COO, David Todd Pearson, filed a Form 4 detailing future acquisitions of restricted stock and performance shares, alongside existing option holdings.
Summary
- David Todd Pearson, President & COO and Director of SAUL CENTERS, INC. (BFS), reported future changes in beneficial ownership.
- As of March 11, 2026, Pearson is set to acquire 7,000 restricted shares of Common Stock at a price of $0, with 50% vesting on May 17, 2029, and the remaining 50% on May 9, 2030, contingent on continued employment.
- An additional 3,500 restricted shares of Common Stock are to be acquired on March 11, 2026, also at $0, earned based on performance criteria for the period January 1, 2025, to December 31, 2025. These shares also vest 50% on May 17, 2029, and 50% on May 9, 2030, subject to continued employment.
- Pearson's indirect beneficial ownership (Spouse IRA) increased by 45.444 shares due to a January 31, 2026, Dividend Reinvestment Plan (DRP) award, bringing the total to 2,413.873 shares.
- Direct beneficial ownership of Common Stock increased by 51.987 shares from a January 31, 2026, DRP award, resulting in a total of 57,618.903 shares before the future restricted share acquisitions.
- Following the reported transactions, direct beneficial ownership of Common Stock will be 61,118.903 shares.
- Pearson holds various employee stock options granted between 2017 and 2023, with exercise prices ranging from $33.79 to $59.41, and expiration dates between 2027 and 2033. These options vest 25% per year over four years from the grant date.
- A Director Stock Option for 2,500 shares, granted on May 12, 2023, with an exercise price of $33.79, expires on May 12, 2033.
- Future acquisitions of performance shares include 3,500 shares on March 11, 2026, vesting on May 17, 2029, and May 9, 2030, and another 3,500 shares on March 11, 2026, vesting on May 9, 2030, bringing total performance shares beneficially owned to 14,000.
Sentiment
Score: 7
Explanation: StockSavvy.ai views this as a moderately positive signal, reflecting continued executive alignment through equity awards and DRP participation. It indicates stability in management compensation and a commitment to long-term performance, though it's not a major market-moving event.
Positives
- Future acquisition of 10,500 restricted shares and performance shares indicates continued executive compensation and alignment with shareholder interests.
- Increases in beneficial ownership through Dividend Reinvestment Plan (DRP) awards (45.444 shares for Spouse IRA and 51.987 shares for direct holdings) demonstrate ongoing investment in the company.
- Performance-based awards for 3,500 restricted shares suggest achievement of company performance criteria for the 2025 fiscal year.
Negatives
- The vesting of restricted shares and performance shares is contingent on continued employment, posing a risk to the reporting person if employment ceases.
- The reported transactions are future-dated (March 11, 2026), meaning the benefits are not immediately realized.
Risks
- Vesting of restricted shares and performance shares is subject to the reporting person's continued employment through the applicable vesting dates (May 17, 2029, and May 9, 2030).
Future Outlook
The filing indicates future acquisitions of restricted stock and performance shares for David Todd Pearson, with vesting scheduled for May 2029 and May 2030, contingent on continued employment. These awards are based on performance criteria for the 2025 fiscal year, suggesting management's forward-looking compensation structure.
Industry Context
StockSavvy.ai notes that this Form 4 filing is a routine disclosure of insider transactions and executive compensation, common across all industries. It reflects the company's ongoing executive incentive programs, which are standard practice in the real estate investment trust (REIT) sector to align management interests with long-term shareholder value.
Stakeholder Impact
- Shareholders: The awards align management's interests with long-term shareholder value, as vesting is tied to continued employment and, for some shares, performance criteria.
- Employees: The continued employment condition for vesting highlights the importance of executive retention.
Next Steps
- Continued employment of David Todd Pearson through May 17, 2029, and May 9, 2030, for the vesting of restricted shares and performance shares.
- Future vesting of various employee and director stock options according to their 25% annual vesting schedule over four years from their respective grant dates.
Key Dates
| Date | Description |
|---|---|
| 05/05/2017 | Grant date for Employee Stock Option with $59.41 exercise price. |
| 05/11/2018 | Grant date for Employee Stock Option with $49.46 exercise price. |
| 05/03/2019 | Grant date for Employee Stock Option with $55.71 exercise price. |
| 04/24/2020 | Grant date for Employee Stock Option with $50.00 exercise price. |
| 05/07/2021 | Grant date for Employee Stock Option with $43.89 exercise price. |
| 05/13/2022 | Grant date for Employee Stock Option with $47.90 exercise price. |
| 05/12/2023 | Grant date for Employee Stock Option with $33.79 exercise price and Director Stock Option with $33.79 exercise price. |
| 01/01/2025 | Commencement of performance period for additional restricted shares. |
| 12/31/2025 | End of performance period for additional restricted shares. |
| 01/31/2026 | Date of Dividend Reinvestment Plan (DRP) awards for Spouse IRA and direct holdings. |
| 03/11/2026 | Date of earliest transaction for future acquisition of restricted shares and performance shares. |
| 05/05/2027 | Expiration date for Employee Stock Option granted on 05/05/2017. |
| 05/11/2028 | Expiration date for Employee Stock Option granted on 05/11/2018. |
| 05/03/2029 | Expiration date for Employee Stock Option granted on 05/03/2019. |
| 05/17/2029 | Vesting date for 50% of certain restricted shares and performance shares. |
| 04/24/2030 | Expiration date for Employee Stock Option granted on 04/24/2020. |
| 05/09/2030 | Vesting date for remaining 50% of certain restricted shares and performance shares. |
| 05/07/2031 | Expiration date for Employee Stock Option granted on 05/07/2021. |
| 05/13/2032 | Expiration date for Employee Stock Option granted on 05/13/2022. |
| 05/12/2033 | Expiration date for Employee Stock Option and Director Stock Option granted on 05/12/2023. |
Keywords
Saul Centers, BFS, Form 4, Insider Trading, Beneficial Ownership, Restricted Stock, Performance Shares, Stock Options, Executive Compensation, Dividend Reinvestment Plan
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