bfs-20210331.htm

FIRST AMENDMENT TO CONTRIBUTION AGREEMENT

THIS FIRST AMENDMENT TO CONTRIBUTION AGREEMENT (this “Amendment”) is made as of the 5th day of March, 2021 (the “First Amendment Effective Date”), by and between SAUL HOLDINGS LIMITED PARTNERSHIP, a Maryland limited partnership (the “Partnership”), and 1592 ROCKVILLE PIKE LLC, a Delaware limited liability company (“Owner”).

A.The Partnership and Owner are parties to that certain Contribution Agreement dated as of November 5, 2019 (the “Agreement”), for the contribution to the Partnership of certain real property and improvements, as more particularly described in the Agreement.

B.The Partnership and Owner desire to amend the Agreement to modify the “First Escrow Release” and the “Second Escrow Release” thereunder and to make certain other modifications thereto, all as more particularly hereinafter set forth.

C.Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.

NOW, THEREFORE, in consideration of the foregoing and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.First Escrow Release Date. Section 1.18 of the Agreement is hereby amended and restated as follows:

“First Escrow Release Date” shall mean March 5, 2021.

2.Second Escrow Release Date. Section 1.39 of the Agreement is hereby amended and restated as follows:

“Second Escrow Release Date” shall mean the later of (a) October 18, 2021, or (b) ten (10) days following the date on which there is a final, non-appealable resolution, in a manner favorable to Owner, of the Proceedings relating to the site plan (or, if such Proceedings are resolved in a manner favorable to Samuel Shipkovitz, ten (10) days following the date on which a substitute site plan relating to the Property has been approved by the Planning Commission of the City of Rockville and such approval has become final and non-appealable).

3.The Partnership’s Conditions Precedent – First Escrow Release.
Subsection (c) of Section 8.5 of the Agreement is hereby deleted and shall be of no further force or effect.

4.Escrow Release. Notwithstanding anything to the contrary contained in Sections 9.2, 9.3 and 9.4 of the Agreement, the parties shall use commercially reasonable efforts to conduct the First Escrow Release, the Second Escrow Release and the Third Escrow Release (if the same occur) “by mail.”

5.Assignment of Ground Lease. Exhibit 10.1(h) to the Agreement is hereby amended and restated as set forth on Exhibit 10.1(h) attached hereto.

6.Prorations and Adjustments.

(a) All reconciliations for Prorations shall be completed and paid within sixty (60) days after the First Escrow Release Date, and the parties agree to cooperate in calculating and effecting such reconciliations.

(b) Notwithstanding anything to the contrary contained in Article 11 of the Agreement, Owner shall remain responsible, following the First Escrow Release Date, for 100% of all costs relating to the Proceedings insofar as they relate to the site plan for the Property.

(a) Subsection (b) of Section 12.3 of the Agreement is hereby deleted and shall be of no further force or effect.

(b) If Wegmans terminates the Wegmans Lease pursuant to Section 1.3(b) thereof because the Proceedings prevent construction commencement by October 18, 2021 (or such later date as may be agreed to by the parties, each acting in its sole and absolute discretion), then the Aggregate Exchange Value will be reduced by an amount equal to the reduction, at the time of the termination of the Wegmans Lease, in the value of the Property resulting from such termination, as more particularly hereinafter set forth in this subsection (b). For the avoidance of doubt, the Aggregate Exchange Value shall not be reduced if (I) Wegmans terminates the Wegmans Lease pursuant to Section 1.3(b) thereof for any other reason or (II) Wegmans terminates the Wegmans Lease pursuant to any other provision of the Wegmans Lease or pursuant to any right afforded by law or equity.

(i) The parties shall negotiate for a period of thirty (30) days following the termination of the Wegmans Lease (the “Wegmans Negotiation Period”) concerning an appropriate reduction in the Aggregate Exchange Value. If, prior to the expiration of the Wegmans Negotiation Period, the parties agree on such reduction, then the parties shall promptly memorialize the same in a further amendment to the Agreement.

(ii) If, prior to the expiration of the Wegmans Negotiation Period, the parties do not agree on such reduction, then the Wegmans Values (as hereinafter defined) shall be determined by Appraisers (as hereinafter defined) as set forth below:

(1) Owner and the Partnership shall each have the right to select an Appraiser, which selection shall be made within thirty (30) days following the expiration of the Wegmans Negotiation Period. Owner and the Partnership shall each provide the other with written notice of its selection. The first date upon which both such Appraisers

have been selected is hereinafter referred to as the “Selection Date.” The initial Appraisers selected by Owner and the Partnership are hereinafter referred to as the “Initial Appraisers.” Within thirty (30) days after the Selection Date, each Initial Appraiser shall render a written determination of its appraisal of the Wegmans Values. The final Wegmans Values shall be the average of the two Initial Appraisers’ determinations with respect thereto; provided, however, that, with respect to each Wegmans Value, if the higher determination is more than five percent (5%) higher than the lower determination, then the Initial Appraisers shall appoint a third, independent, Appraiser (the “Independent Appraiser”). (For the avoidance of doubt, if with respect to one of the Wegmans Values the higher determination is more than five percent (5%) higher than the lower determination and with respect to the other Wegmans Value the higher determination is not more than five percent (5%) higher than the lower determination, then the appointment of the Independent Appraiser shall only be applicable to the Wegmans Value with respect to which the higher determination is more than five percent (5%) higher than the lower determination). If the Initial Appraisers are unable to agree on such Independent Appraiser within thirty (30) days after both Initial Appraisers have issued their determinations, such Independent Appraiser shall be appointed within fifteen (15) business days thereafter by the American Arbitration Association. Once appointed, the Independent Appraiser shall have thirty (30) days to render a written determination of the applicable Wegmans Value(s), and the final Wegmans Values shall be the average of the two determinations issued by the three Appraisers with respect thereto that are closest in value.

(2) Owner and the Partnership shall each be entitled to consult and coordinate with the Appraiser appointed by it. Owner and the Partnership shall each be entitled to present evidence and argument to the Independent Appraiser. The determination of the Appraisers as aforesaid shall be conclusive upon the parties, and judgment upon the same may be entered in any court having jurisdiction thereof. Each Appraiser shall give written notice to the parties stating his or her determination and shall furnish to each party a copy of such determination signed by him or her. In the event of the failure, refusal, or inability of any Appraiser to act, a new Appraiser shall be appointed in his or her stead, which appointment shall be made in the same manner as hereinabove provided for the appointment of the Appraiser so failing, refusing or unable to act. Each of Owner and the Partnership shall be responsible for the cost of its Appraiser, and Owner and the Partnership shall share equally the cost of the Independent Appraiser. If the Appraisers shall fail to make the determination herein provided, then either party shall have the right to institute such action or proceeding in such court as shall be appropriate in the circumstances.

(3) Upon the determination of the Wegmans Values, and notwithstanding anything to the contrary contained in Section 2.2 of the Agreement, if (and only if) the With Wegmans Value (as hereinafter defined) is greater than the Without Wegmans Value (as hereinafter defined), then the “Aggregate Exchange Value” shall be reduced by an amount equal to the difference between the With Wegmans Value minus the Without Wegmans Value, and the parties shall promptly memorialize the same in a further amendment to the Agreement.

(4) “Appraiser” means a qualified appraiser who is a member of the American Institute of Real Estate Appraisers, or a successor organization, with at least ten (10) years’ experience as a real estate appraiser of commercial real estate of the type being appraised in the Washington, D.C. metropolitan area.

(5) “Fair Market Value” shall mean the most probable price which a specified interest in real property is likely to bring as of a specified date under all of the following conditions: (i) consummation of a sale occurs as of a specified date; (ii) an open and competitive market exists for the property interest appraised; (iii) the buyer and seller are each acting prudently and knowledgeably; (iv) the price is not affected by undue stimulus; (v) the buyer and seller are equally motivated; (vi) both parties are acting in what they consider their best interest; (vii) marketing efforts were adequate and a reasonable time was allowed for exposure in the open market; (viii) payment was made in cash in U.S. dollars or in terms of financial arrangements comparable thereto; (ix) the property interest is unencumbered by any lien; (x) the price represents the normal consideration for the property interest sold, unaffected by special or creative financing or sales concessions granted by anyone associated with the sale; and (xi) the development and use of the property complies with all legal requirements.

(6) “Wegmans Value(s)” shall mean the With Wegmans Value and/or the Without Wegmans Value, as the context requires.

(7) “With Wegmans Value” shall mean the Fair Market Value of the Property as of the date on which the Wegmans Lease was terminated as if the Wegmans Lease remained in effect.

(8) “Without Wegmans Value” shall mean the Fair Market Value of the Property as of the date on which the Wegmans Lease was terminated without the Wegmans Lease.

(iii) If the Aggregate Exchange Value remains subject to possible reduction pursuant to this Section 7(b) as of the Second Escrow Release Date, then (1) the Second Escrow Release shall occur without regard to such possible reduction (i.e., the number of Units to be issued to Owner at the Second Escrow Release shall not be affected) and (2) if the Aggregate Exchange Value is subsequently reduced pursuant to this Section 7(b), then the number of Units to be issued to Owner at the Third Escrow Release shall be reduced accordingly.

For the avoidance of doubt, the foregoing provisions of this Section 7(b) shall not be construed to modify the mechanism by which the Aggregate Exchange Value (as so reduced, if applicable) is converted into a number of Units pursuant to Section 2.2 of the Agreement, it being expressly understood and agreed that the Fifty-Six and No/Dollar ($56.00) floor established by clause (a) of such Section 2.2 shall not be affected by this Amendment.

8. Ground Lease Guaranty. If the First Escrow Release occurs, then, following the First Escrow Release Date, the Partnership shall use commercially reasonable efforts to obtain the release of Owner as guarantor under the ground lease with respect to the Leased Property.

9. Ratification of Designation of Subsidiary to Take Title. Owner ratifies and confirms that the Partnership has designated a wholly owned subsidiary, Twinbrook Quarter LLC, to take title to the Property and confirms that the Partnership’s notice regarding the same is valid and sufficient for purposes of Section 16.2 of the Agreement.

10. Ratification of Agreement. The Agreement, as amended by this Amendment, is hereby ratified and affirmed and remains in full force and effect.

11. Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be an original and all of which, together, shall constitute one and the same document.

[no further text; signature page follows]

IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the day and year first above written.

WITNESS:

OWNER:

1592 ROCKVILLE PIKE LLC, a Delaware Limited liability company

By:

/s/ Christine Nicolaides Kearns

By:

/s/ Bettina T. Guevara

Name:

Christine Nicolaides Kearns

Name:

Bettina T. Guevara

Title:

Vice President

WITNESS:

PARTNERSHIP:

SAUL HOLDINGS LIMITED PARTNERSHIP,
a Maryland limited partnership

By:

Saul Centers, Inc., its general partner

By:

/s/ Ashley Gudnitz

By:

/s/ Scott V. Schneider

Name:

Ashley Gudnitz

Name:

Scott V. Schneider

Title:

Executive Vice President

[Signature Page to First Amendment to Contribution Agreement]

FORM OF ASSIGNMENT OF GROUND LEASE

Commonwealth Land Title Insurance Company

1620 L Street, N.W., 4th Floor

Washington, D.C. 20036

Attn: David P. Nelson

Tax Parcel I.D.: _______________

ASSIGNMENT AND ASSUMPTION OF GROUND LEASE

THIS ASSIGNMENT AND ASSUMPTION OF GROUND LEASE (this “Assignment”) is made this 5th day of March, 2021 (the “Effective Date”), by and between 1592 ROCKVILLE PIKE LLC, a Delaware limited liability company (“Assignor”), and TWINBROOK QUARTER LLC, a Delaware limited liability company (“Assignee”).

W I T N E S S E T H:

WHEREAS, by Ground Lease Agreement dated as of February 22, 2017, by and between Avissar-Diener, LLC, a Maryland limited liability company (“Ground Lessor”), as ground lessor, and Assignor, as ground lessee, as evidenced by that certain Memorandum of Lease recorded among the land records of Montgomery County, Maryland (the “Land Records”), in Liber 54044 at folio 310 (collectively, the “Ground Lease”), Ground Lessor leased to Assignor certain real property as further described on Exhibit A attached hereto (the “Premises”);

WHEREAS, Assignor desires to assign to Assignee all right, title and interest of Assignor in and to the Ground Lease; and

WHEREAS, Assignor and Assignee desire to formally reflect their understandings and agreements whereby the Ground Lease is to be assigned.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1.Recitals. The foregoing Recitals are hereby incorporated herein by this reference.

2.Assignment. Assignor does hereby assign, transfer and set over unto Assignee, and Assignee does hereby accept, all right, title and interest of Assignor in and to the Ground Lease, as of the Effective Date.

3.Assumption. Assignee does hereby unconditionally assume and agree to observe and perform all of the terms and conditions on the part of Tenant (as defined in the Ground Lease) to be observed and performed under the Ground Lease whether arising before or after the Effective Date.

a. Assignee hereby agrees to indemnify and hold harmless Assignor from any and all costs, expenses, liabilities, obligations, damages, claims, suits or judgments, including, without limitation, attorneys’ fees, arising in any manner under, pursuant to or in connection with, the Ground Lease first accruing thereunder from and after the Effective Date.

b. Notwithstanding anything contained in Paragraph 3 hereof to the contrary, Assignor hereby agrees to indemnify and hold harmless Assignee from any and all costs, expenses, liabilities, obligations, damages, claims, suits or judgments, including, without limitation, attorneys’ fees, arising in any manner under, pursuant to or in connection with, the Ground Lease first accruing thereunder before the Effective Date.

5.Binding Effect. This Assignment shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns.

6.Counterparts and Delivery. This Assignment may be executed in several counterparts and shall be valid and binding with the same force and effect as if all parties executed the same Assignment.

7.Governing Law. This Assignment shall be governed by and construed according to the laws of the State of Maryland.

8.Recordation of Assignment. This Assignment shall be recorded in the Land Records.

[SIGNATURE PAGES FOLLOW ON NEXT PAGE]

IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment and Assumption of Ground Lease to be signed in their names by their duly authorized representatives and delivered as their act and deed intending to be legally bound by its terms and provisions.

1592 ROCKVILLE PIKE LLC,

a Delaware limited liability company

By: /s/ Christine Nicolaides Kearns

Name: Christine Nicolaides Kearns

Title: Vice President

COUNTY OF MONTGOMERY )

On this the 4th day of March, 2021, before me, the undersigned officer, personally appeared Christine Nicolaides Kearns, who acknowledged himself/herself to be the Vice President of 1592 Rockville Pike LLC, a Delaware limited liability company, and that he/she, being authorized so to do, acknowledged before me that he/she executed the foregoing instrument for the purposes therein contained.

In witness whereof, I hereunto set my hand and official seal.

/s/ Ashley Gudnitz [SEAL]

My Commission Expires: 3/26/2023

TWINBROOK QUARTER LLC,

a Delaware limited liability company

By: /s/ Scott V. Schneider

Name: Scott V. Schneider

Title: Vice President

COUNTY OF MONTGOMERY )

On this the 4th day of March, 2021, before me, the undersigned officer, personally appeared Scott V. Schneider, who acknowledged himself/herself to be the Vice President of Twinbrook Quarter LLC, and that he/she, being authorized so to do, acknowledged before me that he/she executed the foregoing instrument for the purposes therein contained.

In witness whereof, I hereunto set my hand and official seal.

/s/ Ashley Gudnitz [SEAL]

My Commission Expires: 3/26/2023

I hereby certify that this instrument was prepared by or under the supervision of an attorney admitted to practice before the Court of Appeals of the State of Maryland.

/s/ Bettina T. Guevara Bettina T. Guevara, Esq.

LEGAL DESCRIPTION OF LEASED PROPERTY

All that land being situated, lying and being in Montgomery County, Maryland, and more particularly described as follows:

LOT NUMBERED TWENTY-FIVE (25) IN BLOCK LETTERED “A” IN THE SUBDIVISION KNOWN AS “THE PIKE” AS PER PLAT THEREOF RECORDED AS SUBDIVISION PLAT NO. 22661 AMONG THE LAND RECORDS OF MONTGOMERY COUNTY, MARYLAND

I, B. Francis Saul II, certify that:

1.I have reviewed this report on Form 10-Q of Saul Centers, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal period that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ B. Francis Saul II

Chairman and Chief Executive Officer

I, Carlos L. Heard, certify that:

1.I have reviewed this report on Form 10-Q of Saul Centers, Inc.;

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal period that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Senior Vice President and

Chief Financial Officer

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, B. Francis Saul II, the Chairman and Chief Executive Officer of Saul Centers, Inc. (the “Company”), has executed this certification in connection with the filing with the Securities and Exchange Commission of the Company’s Quarterly Report on Form 10-Q for the period ending March 31, 2021 (the “Report”). The undersigned hereby certifies that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 10, 2021 /s/ B. Francis Saul II

Name: B. Francis Saul II

Title: Chairman and Chief Executive Officer

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Carlos L. Heard, the Chief Financial Officer of Saul Centers, Inc. (the “Company”), has executed this certification in connection with the filing with the Securities and Exchange Commission of the Company’s Quarterly Report on Form 10-Q for the period ending March 31, 2021 (the “Report”). The undersigned hereby certifies that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 10, 2021 /s/ Carlos L. Heard

Name: Carlos L. Heard

Title: Senior Vice President and

Chief Financial Officer


																		Exhibit 99 (a)
Saul Centers, Inc.
Schedule of Current Portfolio Properties
March 31, 2021

					Leasable Area (Square Feet)	Year Acquired or Developed (Renovated)	Land Area (Acres)	Percentage Leased as of March 31,										(1)
		Property	Location					2021		2020		2019		2018		2017		Anchor / Significant Tenants

Shopping Centers
	Ashbrook Marketplace		Ashburn, VA		85,572	2018 (2019)	13.7	100	%	100	%	N/A		N/A		N/A		Lidl, Planet Fitness, Starbucks, Dunkin Donuts, Valvoline, Cafe Rio, McAlisters Deli
	Ashburn Village		Ashburn, VA		221,596	1994-2006	26.4	95	%	97	%	97	%	96	%	91	%	Giant Food, Hallmark, McDonald's, Burger King, Dunkin Donuts, Kinder Care, Blue Ridge Grill
	Ashland Square Phase I		Dumfries, VA		23,120	2007	2.0	100	%	100	%	100	%	100	%	100	%	Capital One Bank, CVS Pharmacy, The All American Steakhouse
	Beacon Center		Alexandria, VA		359,671	1972 (1993/99/07)	32.3	99	%	100	%	100	%	100	%	100	%	Lowe's Home Improvement Center, Giant Food, Home Goods, Outback Steakhouse, Marshalls, Party Depot, Panera Bread, TGI Fridays, Starbucks, Famous Dave's, Chipotle, Capital One Bank
	BJ's Wholesale Club		Alexandria, VA		115,660	2008	9.6	100	%	100	%	100	%	100	%	100	%	BJ's Wholesale Club
	Boca Valley Plaza		Boca Raton, FL		121,365	2004	12.7	88	%	99	%	98	%	94	%	95	%	Publix, Palm Beach Fitness
	Boulevard		Fairfax, VA		49,140	1994 (1999/09)	5.0	97	%	100	%	100	%	100	%	100	%	Panera Bread, Party City, Petco, Capital One Bank
	Briggs Chaney MarketPlace		Silver Spring, MD		194,258	2004	18.2	97	%	98	%	98	%	100	%	93	%	Global Food, Ross Dress For Less, Advance Auto Parts, McDonald's, Dunkin Donuts, Enterprise Rent-A-Car, Dollar Tree, Dollar General, Salon Plaza
	Broadlands Village		Ashburn, VA		174,438	2003/4/6	24.0	90	%	96	%	98	%	77	%	78	%	Aldi Grocery, The All American Steakhouse, Bonefish Grill, Dollar Tree, Starbucks, Minnieland Day Care, Capital One Bank, LA Fitness
	Burtonsville Town Square		Burtonsville, MD		139,928	2017	26.3	100	%	99	%	100	%	100	%	100	%	Giant Food, Petco, Starbucks, Greene Turtle, Capital One Bank, CVS Pharmacy, Roy Rogers, Mr. Tire, Taco Bell
	Countryside Marketplace		Sterling, VA		138,804	2004	16.0	92	%	95	%	96	%	95	%	94	%	Safeway, CVS Pharmacy, Starbucks, McDonald's, 7-Eleven
	Cranberry Square		Westminster, MD		141,450	2011	18.9	87	%	96	%	97	%	100	%	100	%	Giant Food, Giant Gas Station, Staples, Party City, Wendy's
	Cruse MarketPlace		Cumming, GA		78,686	2004	10.6	92	%	94	%	96	%	89	%	94	%	Publix, Subway, Orange Theory, Anytime Fitness
	Flagship Center		Rockville, MD		21,500	1972, 1989	0.5	100	%	100	%	100	%	100	%	100	%	Chase Bank, Bank of America
	French Market		Oklahoma City, OK		246,148	1974 (1984/98)	13.8	76	%	99	%	96	%	96	%	98	%	Burlington Coat Factory, Bed Bath & Beyond, Staples, Petco, The Tile Shop, Lakeshore Learning Center, Dollar Tree, Verizon, Raising Cane's
	Germantown		Germantown, MD		18,982	1992	2.7	100	%	100	%	100	%	100	%	100	%	CVS Pharmacy, Jiffy Lube
	The Glen		Woodbridge, VA		136,440	1994 (2005)	14.7	98	%	96	%	96	%	96	%	97	%	Safeway, The All American Steakhouse, Panera Bread, Five Guys, Chipotle
	Great Falls Center		Great Falls, VA		91,666	2008	11.0	98	%	98	%	100	%	99	%	98	%	Safeway, CVS Pharmacy, Trustar Bank, Starbucks, Subway, Long & Foster
	Hampshire Langley		Takoma Park, MD		131,700	1972 (1979)	9.9	100	%	100	%	100	%	100	%	100	%	Mega Mart, Starbucks, Chuck E. Cheese's, Sardi's Chicken, Capital One Bank, Kool Smiles, Wells Fargo
	Hunt Club Corners		Apopka, FL		107,103	2006	13.9	99	%	100	%	97	%	91	%	93	%	Publix, Pet Supermarket, Boost Mobile
	Jamestown Place		Altamonte Springs, FL		96,201	2005	10.9	100	%	100	%	100	%	93	%	96	%	Publix, Carrabas Italian Grill, Orlando Health
	Kentlands Square I		Gaithersburg, MD		116,494	2002	11.5	100	%	100	%	98	%	98	%	98	%	Lowe's Home Improvement Center, Chipotle, Starbucks

	Saul Centers, Inc.
	Schedule of Current Portfolio Properties
	March 31, 2021

					Leasable Area (Square Feet)	Year Acquired or Developed (Renovated)	Land Area (Acres)	Percentage Leased as of March 31,										(1)
		Property	Location					2021		2020		2019		2018		2017		Anchor / Significant Tenants

	Shopping Centers (continued)
	Kentlands Square II and Kentlands Pad		Gaithersburg, MD		253,052	2011	23.4	96	%	99	%	96	%	57	%	100	%	Giant Food, At Home, Party City, Panera Bread, Not Your Average Joe's, Hallmark, Chick-Fil-A, Coal Fire Pizza, Cava Mezza Grill
	Kentlands Place		Gaithersburg, MD		40,697	2005	3.4	75	%	93	%	93	%	90	%	100	%	Bonefish Grill
	Lansdowne Town Center		Leesburg, VA		196,817	2006	23.4	92	%	90	%	95	%	90	%	96	%	Harris Teeter, CVS Pharmacy, Panera Bread, Starbucks, Capital One Bank, Ford's Oyster House, Fusion Learning, Chick-Fil-A
	Leesburg Pike Plaza		Baileys Crossroads, VA		97,752	1966 (1982/95)	9.4	93	%	93	%	100	%	100	%	95	%	CVS Pharmacy, Party Depot, FedEx Office, Capital One Bank, Five Guys
	Lumberton Plaza		Lumberton, NJ		192,718	1975 (1992/96)	23.3	66	%	68	%	69	%	84	%	92	%	Aldi, Rite Aid, Family Dollar, Retro Fitness, Big Lots, Burger King
	Metro Pike Center		Rockville, MD		67,488	2010	4.6	84	%	87	%	69	%	67	%	71	%	McDonald's, Dunkin Donuts, 7-Eleven, Palm Beach Tan, Mattress Warehouse, Salvation Army
	Shops at Monocacy		Frederick, MD		111,166	2004	13.0	100	%	97	%	95	%	99	%	100	%	Giant Food, Panera Bread, Five Guys, California Tortilla, Firehouse Subs, Comcast
	Northrock		Warrenton, VA		100,032	2009	15.4	99	%	99	%	100	%	99	%	99	%	Harris Teeter, Longhorn Steakhouse, Ledo's Pizza, Capital One Bank, Novant Health
	Olde Forte Village		Ft. Washington, MD		143,577	2003	16.0	94	%	94	%	96	%	99	%	96	%	Safeway, Advance Auto Parts, Dollar Tree, McDonald's, Wendy's, Ledo's Pizza
	Olney		Olney, MD		53,765	1975 (1990)	3.7	93	%	93	%	93	%	97	%	90	%	Walgreens, Olney Grille, Ledo's Pizza, Popeye's, Sardi's Fusion
	Orchard Park		Dunwoody, GA		87,365	2007	10.5	99	%	99	%	98	%	98	%	99	%	Kroger, Subway, Jett Ferry Dental
	Palm Springs Center		Altamonte Springs, FL		126,446	2005	12.0	100	%	100	%	100	%	94	%	100	%	Publix, Duffy's Sports Grill, Toojay's Deli, The Tile Shop, Rockler Tools, Humana Health, Sola Salons
	Ravenwood		Baltimore, MD		93,328	1972 (2006)	8.0	97	%	97	%	97	%	100	%	100	%	Giant Food, Dominos, Bank of America
	11503 Rockville Pk / 5541 Nicholson Ln		Rockville, MD		40,249	2010 / 2012	3.0	61	%	61	%	61	%	61	%	63	%	Dr. Boyd's Pet Resort, Metropolitan Emergency Animal Clinic
	1500/1580/1582/1584 Rockville Pike		Rockville, MD		110,128	2012/2014	10.3	96	%	97	%	93	%	96	%	97	%	Party City, CVS Pharmacy, Sheffield Furniture Outlet
	Seabreeze Plaza		Palm Harbor, FL		146,673	2005	18.4	96	%	98	%	99	%	98	%	98	%	Publix, Earth Origins Health Food, Petco, Planet Fitness, Vision Works
	Marketplace at Sea Colony		Bethany Beach, DE		21,677	2008	5.1	100	%	100	%	100	%	100	%	94	%	Resort Quest, Armand's Pizza, Candy Kitchen, Summer Salts, Fin's Alehouse
	Seven Corners		Falls Church, VA		573,481	1973 (1994-7/07)	31.6	99	%	97	%	98	%	100	%	100	%	The Home Depot, Giant Food, Michaels Arts & Crafts, Barnes & Noble, Ross Dress For Less, Ski Chalet, Off-Broadway Shoes, JoAnn Fabrics, Starbucks, Dogfish Head Ale House, Red Robin Gourmet Burgers, Chipotle, Wendy's, Burlington Coat Factory, Mattress Warehouse, J. P. Morgan Chase, Five Below
	Severna Park Marketplace		Severna Park, MD		254,011	2011	20.6	89	%	100	%	100	%	100	%	99	%	Giant Food, Kohl's, Office Depot, Goodyear, Chipotle, McDonald's, Five Guys, Unleashed (Petco), Jersey Mike's, Bath & Body Works, Wells Fargo. MOD Pizza

	Saul Centers, Inc.
	Schedule of Current Portfolio Properties
	March 31, 2021

					Leasable Area (Square Feet)	Year Acquired or Developed (Renovated)	Land Area (Acres)	Percentage Leased as of March 31,										(1)
		Property	Location					2021		2020		2019		2018		2017		Anchor / Significant Tenants

	Shopping Centers (continued)
	Shops at Fairfax		Fairfax, VA		68,762	1975 (1993/99)	6.7	97	%	98	%	100	%	100	%	97	%	99 Ranch
	Smallwood Village Center		Waldorf, MD		173,341	2006	25.1	81	%	66	%	79	%	84	%	83	%	Safeway, CVS Pharmacy, Family Dollar
	Southdale		Glen Burnie, MD		485,628	1972 (1986)	39.8	94	%	98	%	100	%	99	%	99	%	The Home Depot, Michaels Arts & Crafts, Marshalls, PetSmart, Value City Furniture, Athletic Warehouse, Starbucks, Gallo Clothing, Office Depot, The Tile Shop, Mercy Health Care, Massage Envy, Potbelly, Capital One Bank, Chipotle, Banfield Pet Hospital, Glory Days Grill, Bank of America
	Southside Plaza		Richmond, VA		371,761	1972	32.8	97	%	98	%	92	%	91	%	91	%	Super Fresh, Citi Trends, City of Richmond, McDonald's, Burger King, Kool Smiles, Crafty Crab, Roses
	South Dekalb Plaza		Atlanta, GA		163,418	1976	14.6	87	%	87	%	87	%	89	%	90	%	Big Lots, Emory Clinic, Roses, Deal $, Humana Oak Street Health
	Thruway		Winston-Salem, NC		365,816	1972 (1997)	31.5	80	%	94	%	96	%	95	%	98	%	Harris Teeter, Trader Joe's, Talbots, Hanes Brands, Jos. A. Bank, Chico's, Loft, FedEx Office, Plow & Hearth, New Balance, Aveda Salon, Carter's Kids, McDonald's, Chick-Fil-A, Wells Fargo Bank, Francesca's Collections, Great Outdoor Provision Company, White House / Black Market, Soma, J. Crew, Chop't, Lululemon, Orange Theory, Athleta
	Village Center		Centreville, VA		145,651	1990	17.2	88	%	97	%	98	%	97	%	98	%	Giant Food, Starbucks, McDonald's, Pet Supplies Plus, Bikram Yoga, Capital One Bank, Truist Bank
	Westview Village		Frederick, MD		101,058	2009	11.6	92	%	99	%	99	%	95	%	94	%	Silver Diner, Sleepy's, Music & Arts, Firehouse Subs, CiCi's Pizza, Café Rio, Five Guys, Regus, Krispy Kreme, Wendy's
	White Oak		Silver Spring, MD		480,676	1972 (1993)	27.9	100	%	100	%	99	%	99	%	100	%	Giant Food, Sears, Walgreens, Sarku Japan
			Total Shopping Centers	(3)	7,876,455		766.9	93.1	%	95.8	%	96.0	%	94.3	%	96.0	%


Saul Centers, Inc.
Schedule of Current Portfolio Properties
March 31, 2021

					Leasable Area (Square Feet)	Year Acquired or Developed (Renovated)	Land Area (Acres)	Percentage Leased as of March 31,										(1)
		Property	Location					2021		2020		2019		2018		2017		Anchor / Significant Tenants

Mixed-Use Properties
	Avenel Business Park		Gaithersburg, MD		390,683	1981-2000	37.1	95	%	94	%	90	%	86	%	88	%	General Services Administration, Gene Dx, Inc., American Type Culture Collection, Inc.
	Clarendon Center-North Block		Arlington, VA		108,386	2010	0.6	83	%	83	%	100	%	100	%	99	%	AT&T Mobility, Airlines Reporting Corporation
	Clarendon Center-South Block		Arlington, VA		104,894	2010	1.3	86	%	96	%	97	%	95	%	100	%	Trader Joe's, Circa, Burke & Herbert Bank, South Block Blends, Keppler Speakers Bureau, ECG Management Co., Leadership Institute, Capital One Bank, Massage Envy
	Clarendon Center Residential-South Block (244 units)		Arlington, VA		188,671	2010		98	%	97	%	100	%	95	%	97	%
	Park Van Ness- Residential (271 units)		Washington, DC		214,600	2016	1.4	95	%	96	%	99	%	97	%	87	%
	Park Van Ness-Retail		Washington, DC		8,847	2016		100	%	100	%	100	%	100	%	100	%	Uptown Market, Sfoglina Pasta House
	601 Pennsylvania Ave.		Washington, DC		227,651	1973 (1986)	1.0	79	%	94	%	98	%	100	%	100	%	National Gallery of Art, American Assn. of Health Plans, Southern Company, Regus, Capital Grille
	Washington Square		Alexandria, VA		236,376	1975 (2000)	2.0	78	%	90	%	91	%	91	%	88	%	Academy of Managed Care Pharmacy, Cooper Carry, National PACE Association, Marketing General, Trader Joe's, FedEx Office, Talbots, Virginia ABC
	The Waycroft-Residential (491 units)		Arlington, VA		404,709	2020	2.8	98	%	N/A		N/A		N/A		N/A
	The Waycroft-Retail		Arlington, VA		60,100	2020		90	%	N/A		N/A		N/A		N/A		Target, Enterprise Rent-A-Car
			Total Mixed-Use Properties	(3)	1,944,917		46.2	86	%	92	%	94	%	92	%	93	%	(2)

			Total Portfolio	(3)	9,821,372		813.1	92.2	%	95.3	%	95.7	%	94.1	%	95.7	%	(2)

Land and Development Parcels
	Hampden House (formerly 7316 Wisconsin Avenue)		Bethesda, MD			2018	0.6	Planned development of a mixed-use project with up to 366 apartment units and 10,300 square feet of retail space. Demolition of existing interior improvements is complete. A development timetable has not been determined.
	Twinbrook Quarter		Rockville, MD			2021	8.1	Planned development of Phase I, which includes an 80,000 square foot Wegmans, adjacent small shop space, 450 apartments and a 230,000 square foot office building, was approved by the City of Rockville in 2020. The timing of construction will depend on removal of contingencies, favorable resolution of the site plan appeal, building permit approval and market conditions.
	Ashland Square Phase II		Manassas, VA			2004	17.3	Marketing to grocers and other retail businesses, with a development timetable yet to be finalized.
	New Market		New Market, MD			2005	35.5	Parcel will accommodate retail development in excess of 120,000 SF near I-70, east of Frederick, Maryland. A development timetable has not been determined.
			Total Development Properties				61.5

		(1)	Percentage leased is a percentage of rentable square feet leased for commercial space and a percentage of units leased for apartments. Includes only operating properties owned as of March 31, 2021. As such, prior year totals do not agree to prior year tables.
		(2)	Total percentage leased is for commercial space only.
		(3)	Prior year leased percentages for Total Shopping Centers, Total Mixed-Use Properties and Total Portfolio have been recalculated to exclude the impact of properties sold or removed from service and, therefore, the percentages reported in this table may be different than the percentages previously reported.