Blackbaud (NASDAQ: BLKB) EVP awarded shares, forfeits stock for taxes

Rhea-AI Filing Summary

Blackbaud Inc. executive Benjamin David, EVP and Chief Commercial Officer, reported a mix of equity awards and related tax-withholding share forfeitures. On February 17, 2026, he forfeited 1,693, 2,247, and 3,102 shares of common stock at $49.08 per share to satisfy tax liabilities upon the vesting of performance restricted stock units and restricted stock granted on February 13, 2023.

He also acquired new restricted stock awards of 30,260 shares on February 17, 2026 and 4,884 shares on February 13, 2026, both at a stated price of $0.00 per share as equity compensation. One award is scheduled to vest in three equal annual installments beginning on February 17, 2027, subject to continued employment.

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^*

Benjamin David J

(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 Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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	02/13/2026		A		4,884(1)	A	$0	74,126	D
Common Stock	02/17/2026		F		1,693(2)	D	$49.08	72,433	D
Common Stock	02/17/2026		F		2,247(2)	D	$49.08	70,186	D
Common Stock	02/17/2026		F		3,102(3)	D	$49.08	67,084	D
Common Stock	02/17/2026		A		30,260(4)	A	$0	97,344	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 a portion of performance restricted stock units ("PRSUs") granted on February 13, 2023 would vest in full on February 13, 2026 based on the Issuer achieving performance goals for the period ended December 31, 2025, subject to continued employment.

2. Represents shares forfeited to the Issuer in connection with the satisfaction of tax liabilities incurred upon the vesting of PRSUs granted February 13, 2023.

3. Represents shares forfeited to the Issuer in connection with the satisfaction of tax liabilities incurred upon the vesting of restricted stock granted February 13, 2023.

4. Represents a restricted stock award which vests in three equal annual installments beginning on February 17, 2027, subject to continued employment.

Remarks:

	/s/ S. Halle Vakani, Attorney-in-Fact	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Blackbaud (BLKB) report for Benjamin David?

Blackbaud reported that EVP and Chief Commercial Officer Benjamin David both acquired restricted stock awards and forfeited common shares to cover tax liabilities linked to prior equity grants. These entries reflect stock-based compensation activity rather than open-market purchases or sales.

How many Blackbaud shares were forfeited for taxes in this Form 4?

Benjamin David forfeited blocks of 1,693, 2,247, and 3,102 common shares at $49.08 per share. According to the filing, these forfeitures satisfied tax liabilities triggered when earlier performance restricted stock units and restricted stock awards from February 13, 2023 vested.

What new stock awards did Benjamin David receive from Blackbaud (BLKB)?

He received restricted stock awards of 30,260 shares on February 17, 2026 and 4,884 shares on February 13, 2026, both recorded at $0.00 per share. These grants represent equity compensation and increase his direct ownership, subject to future vesting conditions where applicable.

Are the Blackbaud insider transactions open-market buys or sells?

The transactions are classified as tax-withholding dispositions and grant or award acquisitions, not open-market trades. Shares were forfeited back to the issuer to cover tax liabilities, while new restricted stock was granted as compensation under pre-existing equity award arrangements.

When do Benjamin David’s new Blackbaud restricted stock awards vest?

One restricted stock award reported in the filing is scheduled to vest in three equal annual installments beginning on February 17, 2027. Vesting remains subject to Benjamin David’s continued employment, aligning the equity compensation with longer-term service at Blackbaud.

What triggered the vesting of Benjamin David’s earlier Blackbaud PRSUs?

The Compensation Committee determined that a portion of performance restricted stock units granted on February 13, 2023 would vest in full on February 13, 2026. This vesting followed achievement of performance goals for the period ended December 31, 2025 and required continued employment.