Blackbaud (NASDAQ: BLKB) CFO awarded stock, surrenders shares for taxes

Rhea-AI Filing Summary

Blackbaud Inc. Executive VP and CFO Chad Anderson reported equity compensation activity and related tax withholding transactions in common stock. On February 13, 2026, he acquired 782 shares as a grant/award. On February 17, 2026, he received a larger restricted stock award of 35,600 shares, which will vest in three equal annual installments beginning on February 17, 2027, subject to continued employment.

Also on February 17, 2026, Anderson disposed of 271, 397, and 1,554 shares at a price of $49.08 per share through tax-withholding dispositions to cover liabilities arising from the vesting of previously granted performance restricted stock units and restricted stock from February 13, 2023. After these transactions, his directly held common stock balance was reported at up to 70,136 shares.

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^*

Anderson Chad

(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)
	Executive VP and CFO

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		782(1)	A	$0	36,758	D
Common Stock	02/17/2026		F		271(2)	D	$49.08	36,487	D
Common Stock	02/17/2026		F		397(2)	D	$49.08	36,090	D
Common Stock	02/17/2026		F		1,554(3)	D	$49.08	34,536	D
Common Stock	02/17/2026		A		35,600(4)	A	$0	70,136	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.
* 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) CFO Chad Anderson report in this Form 4?

Chad Anderson, Blackbaud’s Executive VP and CFO, reported new stock grants and tax-withholding share dispositions. He received restricted stock awards and surrendered shares to cover taxes triggered by vesting of earlier equity awards granted in February 2023.

How many Blackbaud (BLKB) shares did the CFO acquire in these transactions?

The CFO acquired 782 shares on February 13, 2026, and a larger restricted stock award of 35,600 shares on February 17, 2026. These awards were reported as grants or awards, with no purchase price, reflecting equity compensation rather than open-market buying.

Why did the Blackbaud (BLKB) CFO dispose of shares in this filing?

The reported disposals were tax-withholding transactions, not open-market sales. Shares were forfeited back to Blackbaud to satisfy tax liabilities from the vesting of performance restricted stock units and restricted stock originally granted on February 13, 2023.

At what price were the Blackbaud (BLKB) tax-withholding shares valued?

The tax-withholding dispositions were recorded at a price of $49.08 per share. This price was used for 271, 397, and 1,554 shares that were surrendered to cover tax liabilities tied to vesting equity awards on February 17, 2026.

How do the new Blackbaud (BLKB) restricted shares vest for the CFO?

The newly granted restricted stock award of 35,600 shares vests in three equal annual installments. Vesting begins on February 17, 2027, and continues annually, with each installment subject to Chad Anderson’s continued employment with Blackbaud.

What performance condition affected Blackbaud (BLKB) PRSUs mentioned in the Form 4?

A portion of performance restricted stock units granted on February 13, 2023 vested in full on February 13, 2026. Vesting was based on Blackbaud achieving performance goals for the period ended December 31, 2025, and required Chad Anderson’s continued employment.