Sec Form 5 Filing - Laycock Willoughby B. @ SAUL CENTERS, INC. - 2024-12-31

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Laycock Willoughby B. 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 (Last) (First) (Middle) 7501 WISCONSIN AVE., SUITE 1400 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2024 (Street) BETHESDA, MD20814 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 249.952 ( 1 ) I Spouse-401K Common Stock 12/20/2024 J 541.067 ( 2 ) A $ 0 3,451.068 ( 3 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option $ 55.71 05/03/2019( 4 ) 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( 4 ) 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( 4 ) 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( 4 ) 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( 4 ) 05/12/2033 Common Stock 10,000 10,000 D Director Stock Option $ 33.79 05/12/2023 05/12/2033 Common Stock 2,500 2,500 D Phantom Stock ( 5 ) ( 6 ) ( 6 ) Common Stock 3,798.803 3,798.803 ( 7 ) D Performance Shares $ 0 05/17/2029 05/17/2029 Common Stock 500 500 ( 8 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Laycock Willoughby B. 7501 WISCONSIN AVE. SUITE 1400 BETHESDA, MD20814 X SVP-Res. Design/Mrkt Research Signatures /s/ Carlos L. Heard, by Power of Attorney 02/07/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This is a correction to the balance previously reported on the Form 4 filed on May 21, 2024. ( 2 )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. ( 3 )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 ( 4 )The options vest 25% per year over four years from the date of grant. ( 5 )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. ( 6 )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. ( 7 )Balance increased by July 31, 2024 and October 31, 2024 Dividend Reinvestment Plan awards totaling 113.314 shares. ( 8 )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.

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).

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