Blackbaud (BLKB) CTO logs equity vesting and tax-related share forfeitures

Rhea-AI Filing Summary

BLACKBAUD INC EVP & Chief Technology Officer Kevin McDearis reported equity award activity and related tax-withholding dispositions in common stock. On February 18, 2026, performance restricted stock units granted February 18, 2025 vested, adding 4,759 shares, and on February 19, 2026, an additional grant of 2,732 shares vested after performance goals were achieved.

Across February 18–20, 2026, a total of four Form 4 transactions coded “F” reflect shares forfeited back to Blackbaud at prices around $49.32–$49.51 to satisfy tax liabilities upon these vestings and a prior restricted stock grant. After these transactions, McDearis directly held 104,664 shares of Blackbaud common stock.

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^*

McDearis Kevin

(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)
	EVP & Chief Technology Officer

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		4,759(1)	A	$0	108,878	D
Common Stock	02/19/2026		F		2,159(2)	D	$49.51	106,719	D
Common Stock	02/19/2026		A		2,732(3)	A	$0	109,451	D
Common Stock	02/20/2026		F		1,239(4)	D	$49.32	108,212	D
Common Stock	02/20/2026		F		1,183(4)	D	$49.32	107,029	D
Common Stock	02/20/2026		F		2,365(5)	D	$49.32	104,664	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 Kevin McDearis report in this Form 4 filing?

Kevin McDearis reported vesting of equity awards and related tax-withholding share forfeitures. Performance restricted stock units vested on February 18 and 19, 2026, and shares were withheld and returned to Blackbaud to cover associated tax liabilities.

How many Blackbaud (BLKB) shares vested for Kevin McDearis in February 2026?

Two equity awards vested for Kevin McDearis: 4,759 performance restricted stock units granted February 18, 2025, and 2,732 performance restricted stock units granted February 19, 2025. Both vested in full in February 2026 after meeting performance conditions and continued employment requirements.

Were the Blackbaud (BLKB) Form 4 transactions open-market sales by Kevin McDearis?

No, the reported dispositions were tax-withholding forfeitures, not open-market sales. Shares were surrendered to Blackbaud at prices around $49.32–$49.51 to satisfy tax liabilities triggered by the vesting of performance restricted stock units and restricted stock.

How many Blackbaud (BLKB) shares did Kevin McDearis hold after these Form 4 transactions?

After the reported award vestings and tax-withholding forfeitures, Kevin McDearis directly held 104,664 shares of Blackbaud common stock. This figure reflects his direct ownership following the last recorded transaction on February 20, 2026 in the Form 4 data.

What do the Form 4 code F transactions mean for Blackbaud (BLKB) insider Kevin McDearis?

Code F transactions indicate shares forfeited to pay taxes on equity vesting. For Kevin McDearis, these entries show Blackbaud shares returned to the issuer at specified prices to settle tax liabilities associated with vested performance restricted stock units and restricted stock awards.