Blackbaud (BLKB) SVP, General Counsel reports stock awards and tax share forfeitures

Rhea-AI Filing Summary

BLACKBAUD INC senior vice president and general counsel Jon W. Olson reported routine equity compensation activity and related tax withholding transactions in company common stock. On February 18, 2026, he acquired 3,367 shares and on February 19, 2026, he acquired 1,708 shares through grants or awards at a stated price of $0.0000 per share. On February 19–20, 2026, he disposed of 1,022, 496, 519, and 990 shares, respectively, at prices of $49.51 and $49.32 per share to cover tax liabilities upon vesting of performance restricted stock units and restricted stock, as indicated by the footnotes. After these transactions, he continued to hold more than fifty thousand shares of Blackbaud common stock directly.

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

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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^*

Olson Jon W

(Last) (First) (Middle)

65 FAIRCHILD STREET

(Street)

CHARLESTON SC 29492

(City) (State) (Zip)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP and General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

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

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

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

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	02/18/2026		A		3,367(1)	A	$0	52,993	D
Common Stock	02/19/2026		F		1,022(2)	D	$49.51	51,971	D
Common Stock	02/19/2026		A		1,708(3)	A	$0	53,679	D
Common Stock	02/20/2026		F		496(4)	D	$49.32	53,183	D
Common Stock	02/20/2026		F		519(4)	D	$49.32	52,664	D
Common Stock	02/20/2026		F		990(5)	D	$49.32	51,674	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. Represents performance restricted stock units ("PRSU") granted on February 18, 2025 that vested in full on February 18, 2026.

2. Represents shares forfeited to the Issuer in connection with the satisfaction of tax liabilities incurred upon the vesting of PRSUs granted February 18, 2025.

3. The Compensation Committee determined that a portion of PRSUs granted on February 19, 2025 would vest in full on February 19, 2026 based on the Issuer achieving performance goals for the period ended December 31, 2025, subject to continued employment.

4. Represents shares forfeited to the Issuer in connection with the satisfaction of tax liabilities incurred upon the vesting of separate PRSUs granted February 19, 2025.

5. Represents shares forfeited to the Issuer in connection with the satisfaction of tax liabilities incurred upon the vesting of restricted stock granted February 19, 2025.

Remarks:

	/s/ Donald R. Reynolds, Attorney-in-Fact	02/20/2026
	** 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).
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FAQ

What did Blackbaud (BLKB) executive Jon W. Olson report in this Form 4?

Jon W. Olson reported equity awards vesting and related tax-withholding share dispositions. He received common stock grants and forfeited some shares back to Blackbaud to satisfy tax liabilities tied to performance restricted stock units and restricted stock vesting.

How many Blackbaud shares did Jon W. Olson acquire in the reported period?

Jon W. Olson acquired 3,367 shares on February 18, 2026 and 1,708 shares on February 19, 2026. These were recorded as grants or awards of common stock at a stated transaction price of $0.0000 per share.

Why did Jon W. Olson dispose of Blackbaud (BLKB) shares in this filing?

The reported disposals reflect tax-withholding transactions, not open market sales. Shares were forfeited to Blackbaud to cover tax liabilities when performance restricted stock units and restricted stock granted in 2025 vested in February 2026.

At what prices were the Blackbaud shares forfeited for tax withholding?

The tax-withholding forfeitures occurred at prices of $49.51 per share on February 19, 2026 and $49.32 per share on February 20, 2026. These prices apply to the respective common stock transactions reported in the Form 4.

How many Blackbaud shares did Jon W. Olson dispose of for tax withholding?

He disposed of 1,022 shares on February 19, 2026 and 496, 519, and 990 shares on February 20, 2026. Each disposition is labeled as a tax-withholding transaction used to satisfy associated tax obligations on vesting awards.

Does Jon W. Olson still hold Blackbaud (BLKB) stock after these transactions?

Yes. After the reported award grants and tax-withholding forfeitures, the Form 4 shows Jon W. Olson continuing to hold over fifty thousand shares of Blackbaud common stock directly, based on the share balances listed following the transactions.