Form 4: Saul Centers Director Reports Phantom Stock Acquisition

John E. Chapoton, a Director at Saul Centers, Inc., reported the acquisition of 509.884 phantom shares as part of his compensation plan.

Summary

• John E. Chapoton, a Director of Saul Centers, Inc. (BFS), reported changes in his beneficial ownership of company securities.
• He directly owns 11,466.078 shares of Common Stock.
• He acquired 509.884 phantom shares on October 1, 2025, at a price of $31.87 per share, totaling approximately $16,248.99.
• The phantom shares were issued under the Issuer's Deferred Compensation Plan for Directors, as amended and restated effective May 17, 2024, under its 2024 Stock Incentive Plan.
• His total beneficial ownership of derivative securities, including phantom stock, is 28,955.498 shares.
• This total includes 526.084 shares awarded on July 31, 2025, as dividend reinvestments on previously held phantom stock.
• He also holds various Director Stock Options with exercise prices ranging from $33.79 to $59.41, each for 2,500 shares, with expiration dates between 2026 and 2033.

Sentiment

Score: 6

Explanation: The filing reports a routine acquisition of phantom stock as part of a director's compensation plan, which is a neutral to slightly positive event as it increases insider alignment with shareholder interests.

Positives

• Director John E. Chapoton increased his beneficial ownership through the acquisition of 509.884 phantom shares, aligning his interests further with shareholders.
• The inclusion of dividend reinvestments on phantom stock (526.084 shares) indicates a compounding effect on the director's equity-linked compensation.

Negatives

• No negative information was reported in this routine insider transaction filing.

Risks

• No specific risks related to the company's operations or financial health were mentioned in this Form 4 filing.

Future Outlook

The conversion of phantom shares into common stock is governed by the terms of the Issuer's Deferred Compensation Plan for Directors, which was amended and restated effective May 17, 2024, under its 2024 Stock Incentive Plan. The specific terms for conversion depend on the issuance date of the phantom shares.

Industry Context

This filing reflects a routine insider transaction related to director compensation, a common practice across publicly traded companies to align management and director interests with shareholders. The use of phantom stock and stock options is a standard component of executive and director compensation packages in the real estate investment trust (REIT) sector, where Saul Centers operates.

Corporate Governance

Related Party Transactions

• The acquisition of phantom stock and the holding of stock options by Director John E. Chapoton are transactions between the company and a related party (a director) as part of his compensation.

Stakeholder Impact

• Shareholders: Increased alignment of director's interests with shareholders through equity-linked compensation.
• Employees: No direct impact mentioned for general employees.
• Management: The Deferred Compensation Plan provides a structured incentive for directors.

Next Steps

• Future conversion of phantom shares into common stock based on the terms of the Deferred Compensation Plan and the reporting person's Deferred Fee Agreement.

Key Dates

Keywords

Saul Centers, BFS, Form 4, Insider Trading, Phantom Stock, Director Compensation, Equity Holdings, Stock Options, Deferred Compensation Plan