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SAUL CENTERS, INC.

For the period ended Dec 31, 2025. Filed Feb 27, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 27, 2026

BFS$28.54-0.9%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM10-K

(Mark One)

For the fiscal year ended December 31, 2025

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File number 1-12254

SAUL CENTERS, INC.

(Exact name of registrant as specified in its charter)

Maryland52-1833074
(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.)

7501 Wisconsin Avenue, Suite 1500E, Bethesda, Maryland 20814-6522

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (301)986-6200

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading symbol:Name of each exchange on which registered
Common Stock, Par Value $0.01 Per ShareBFSNew York Stock Exchange
Depositary Shares each representing 1/100th of a share of 6.125% Series D Cumulative Redeemable Preferred Stock, Par Value $0.01 Per ShareBFS/PRDNew York Stock Exchange
Depositary Shares each representing 1/100th of a share of 6.000% Series E Cumulative Redeemable Preferred Stock, Par Value $0.01 Per ShareBFS/PRENew York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: N/A

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes ☐No ☒.

Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☐Accelerated filer☒
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐ No ☒.

The number of shares of Common Stock, $0.01 par value, issued and outstanding as of February 23, 2026 was 24,495,775.

At June 30, 2025, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was $451.6 million based upon the closing price of the registrant’s Common Stock on the New York Stock Exchange on June 30, 2025, the last business day of the registrant's most recently completed second fiscal quarter. The determination of affiliate status is solely for the purposes of this report and shall not be construed as an admission for the purposes of determining affiliate status.

DOCUMENTS INCORPORATED BY REFERENCE:

Registrant incorporates by reference into Part III (Items 10, 11, 12, 13 and 14) of this Annual Report on Form 10-K portions of registrant’s definitive Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the Securities Exchange Commission pursuant to Regulation 14A. The definitive Proxy Statement will be filed with the Commission not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

TABLE OF CONTENTS

Page
PART I
Item 1.Business4
Item 1A.Risk Factors10
Item 1B.Unresolved Staff Comments24
Item 1C.Cybersecurity24
Item 2.Properties25
Item 3.Legal Proceedings34
Item 4.Mine Safety Disclosures34
PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities35
Item 6.[Reserved]36
Item 7.Management’s Discussion and Analysis of Financial Condition And Results of Operations37
Item 7A.Quantitative and Qualitative Disclosures About Market Risk53
Item 8.Financial Statements and Supplementary Data53
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure54
Item 9A.Controls and Procedures54
Item 9B.Other Information56
PART III
Item 10.Directors, Executive Officers and Corporate Governance56
Item 11.Executive Compensation56
Item 12.Security Ownership of Certain Beneficial Owners and Management And Related Stockholder Matters56
Item 13.Certain Relationships and Related Transactions, and Director Independence56
Item 14.Principal Accountant Fees and Services57
PART IV
Item 15.Exhibits and Financial Statement Schedules57
FINANCIAL STATEMENT SCHEDULE
Schedule III.Real Estate and Accumulated DepreciationF-29
ContentsView on SEC.gov

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