Blackbaud CEO acquires 16K-share stock award

Blackbaud’s CEO received additional shares from vested performance RSUs, updating his directly held stake.

This filing corrects an earlier one, and you can read the original Form 4 if you want to see what changed.

Rhea-AI Filing Summary

BLACKBAUD INC (BLKB) reports that President and CEO Michael P. Gianoni acquired 16,291 shares of common stock on February 19, 2026 through the vesting of performance restricted stock units. This amendment corrects an earlier Form 4 that omitted these PRSUs. Following this award, he directly holds 474,629 shares.

Insider Trade Summary

Grant/Award: 16,291 shares

Grant/Award 1 txn

Insider Gianoni Michael P

Role President and CEO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	16,291	$0.00	$0.00

Holdings After Transaction: Common Stock — 474,629 shares (Direct)

Footnotes (1)

1. F1. The Compensation Committee determined that performance restricted stock units ("PRSUs") granted on February 19, 2025 would vest in three equal annual installments beginning on February 19, 2026, based on the Issuer achieving performance goals for the period ended December 31, 2025.

Key Figures

Shares acquired: 16,291 shares Shares held after transaction: 474,629 shares Grant price per share: $0.00 per share +1 more

4 metrics

Shares acquired 16,291 shares Grant or award of common stock on February 19, 2026

Shares held after transaction 474,629 shares Directly held by CEO immediately following the February 19, 2026 award

Grant price per share $0.00 per share Reported transaction price for the PRSU-related award

PRSUs vesting installments 3 annual installments PRSUs granted February 19, 2025 vest in three equal annual installments starting February 19, 2026

Key Terms

performance restricted stock units, vest, Compensation Committee

3 terms

performance restricted stock units financial

"The Compensation Committee determined that performance restricted stock units ("PRSUs") granted"

Performance restricted stock units (PRSUs) are promises to deliver company shares to employees or executives only if the business meets specific performance targets and any time-based holding rules. Think of them as a bonus that converts into stock only after set goals are reached, so investors watch PRSUs for two reasons: they can dilute existing shares if paid out, and they signal how closely management’s pay is tied to company performance.

vest financial

"PRSUs granted on February 19, 2025 would vest in three equal annual installments"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

Compensation Committee financial

"The Compensation Committee determined that performance restricted stock units ("PRSUs")"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

FAQ

What insider transaction did BLKB report in this amended Form 4/A?

The filing reports that CEO Michael P. Gianoni acquired 16,291 shares of Blackbaud common stock on February 19, 2026 through a grant or award related to performance restricted stock units vesting.

How many BLKB shares does the CEO hold after this transaction?

After the February 19, 2026 award, CEO Michael P. Gianoni directly holds 474,629 shares of Blackbaud common stock, as reported as the aggregate number of shares held immediately following the transaction.

Why was this Blackbaud (BLKB) Form 4/A filed as an amendment?

The amendment was filed because the prior Form 4 dated February 20, 2026 inadvertently omitted performance restricted stock units earned on February 19, 2026. This filing updates the reported direct holdings to include those shares.

What are the vesting terms of the PRSUs mentioned for BLKB’s CEO?

The Compensation Committee determined that PRSUs granted on February 19, 2025 would vest in three equal annual installments beginning on February 19, 2026, based on Blackbaud achieving performance goals for the period ended December 31, 2025.

Was the BLKB CEO’s share acquisition made under a Rule 10b5-1 trading plan?

No. The filing indicates that the Rule 10b5-1 checkbox is not checked, and there is no footnote stating that the February 19, 2026 acquisition was effected pursuant to a Rule 10b5-1 trading plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/04/2026 - 07:08 PM Accepted by SEC EDGAR 09/04/2026 - 07:08 PM Learn about SEC filing dates

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gianoni Michael P

(Last) (First) (Middle)

65 FAIRCHILD STREET

(Street)

CHARLESTON SOUTH CAROLINA 29492

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
BLACKBAUD INC [ BLKB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/20/2026

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	02/19/2026		A		16,291(1)	A	$0	474,629	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. The Compensation Committee determined that performance restricted stock units ("PRSUs") granted on February 19, 2025 would vest in three equal annual installments beginning on February 19, 2026, based on the Issuer achieving performance goals for the period ended December 31, 2025.

Remarks:

This amendment corrects the Form 4 filed on February 20, 2026, which inadvertently omitted the PRSUs earned on February 19, 2026. The aggregate number of shares directly held by the reporting person as reported herein reflects the number of shares held immediately following the transaction reported herein.

	/s/ S. Halle Vakani, Attorney-in-Fact	09/04/2026
	** Signature of Reporting Person	Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)