Saul Centers Inc 2024年度报告

(Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the fiscal year endedDecember31, 2024 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 SAUL CENTERS, INC. (Exact name of registrant as specified in its charter) 7501 Wisconsin Avenue,Suite 1500E,Bethesda,Maryland20814-6522(Address of principal executive offices) (Zip Code)Registrant’s telephone number, including area code: (301)986-6200 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct.Yes☒No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of theActYes☐No☒. Indicate by check mark whether registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)hasbeen 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 submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant 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 smallerreporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(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 theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered 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 theregistrant 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-basedcompensation 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 24, 2025 was24,200,795. At June 30, 2024, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrantwas $484.1million based upon the closing price of the registrant’s Common Stock on the New York Stock Exchange on June30, 2024,the last business day of the registrant's most recently completed second fiscal quarter. The determination of affiliate status is solely forthe 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 ofregistrant’s definitive Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the Securities ExchangeCommission pursuant to Regulation 14A. The definitive Proxy Statement will be filed with the Commission not later than 120 days afterthe end of the fiscal year covered by this Annual Report on Form 10-K. TABLE OF CONTENTS PART IItem1.Business4Item1A.Risk Factors10Item1B.Unresolved Staff Comments24Item 1C.Cybersecurity24Item2.Properties25Item3.Legal Proceedings34Item4.Mine Safety Disclosures34PART IIItem5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities35Item6.[Reserved]36Item7.Management’s Discussion and Analysis of Financial Condition And Results of Operations37Item7A.Quantitative and Qualitative Disclosures About Market Risk51Item8.Financial Statements and Supplementary Data51Item9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure51Item9A.Controls and Procedures52Item9B.Other Information54PART IIIItem10.Directors, Executive Officers and Corporate Governance54Item11.Executive Compensation54Item12.Security Ownership of Certain Beneficial Owners and Management And Rela