Blackbaud (BLKB) CEO logs stock awards and tax-withholding share forfeitures

Rhea-AI Filing Summary

Blackbaud Inc. President and CEO Michael P. Gianoni reported a mix of equity grants and tax-related share dispositions in common stock. On February 13, 2026, he acquired 15,629 shares through a grant or award. On February 17, 2026, he received an additional 80,100 restricted shares that will vest in three equal annual installments beginning February 17, 2027, subject to continued employment.

Also on February 17, 2026, a total of several thousand shares were forfeited back to Blackbaud at a price of $49.08 per share to satisfy tax liabilities triggered by the vesting of performance restricted stock units and restricted stock originally granted on February 13, 2023. All holdings are reported as directly owned after these transactions.

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^*

Gianoni Michael P

(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)

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

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		15,629(1)	A	$0	388,614	D
Common Stock	02/17/2026		F		4,937(2)	D	$49.08	383,677	D
Common Stock	02/17/2026		F		7,088(2)	D	$49.08	376,589	D
Common Stock	02/17/2026		F		9,881(3)	D	$49.08	366,708	D
Common Stock	02/17/2026		A		80,100(4)	A	$0	446,808	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/ Donald R. Reynolds, 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) CEO Michael P. Gianoni report?

Michael P. Gianoni reported a mix of equity grants and tax-related share forfeitures in Blackbaud common stock. He received new stock awards and forfeited shares to cover tax liabilities arising from the vesting of earlier performance-based and time-based equity grants.

How many Blackbaud (BLKB) shares were granted to the CEO in this Form 4?

The CEO was granted 15,629 common shares on February 13, 2026, and 80,100 restricted shares on February 17, 2026. The new restricted stock award vests in three equal annual installments starting February 17, 2027, contingent on his continued employment with Blackbaud.

Why did Michael P. Gianoni forfeit Blackbaud (BLKB) shares in this filing?

The forfeited shares were returned to Blackbaud to satisfy tax liabilities incurred when previously granted performance restricted stock units and restricted stock vested. The transactions used code "F," indicating payment of tax obligations by delivering shares rather than an open-market sale.

What is the vesting schedule for the new Blackbaud (BLKB) restricted stock award?

The new restricted stock award to the CEO vests in three equal annual installments beginning on February 17, 2027. Vesting is conditioned on his continued employment, meaning shares are earned over time rather than all at once on the grant date.

How were Blackbaud (BLKB) performance restricted stock units treated in this Form 4?

The Compensation Committee determined that a portion of performance restricted stock units granted on February 13, 2023 would fully vest on February 13, 2026 after Blackbaud achieved specified performance goals through December 31, 2025, with vesting also requiring the CEO’s continued employment.

Does this Blackbaud (BLKB) Form 4 show open-market stock sales by the CEO?

The transactions use code "F" for tax-withholding dispositions and code "A" for grants or awards, rather than open-market sales. Shares were forfeited back to Blackbaud to cover tax liabilities linked to vesting equity, and new shares were awarded as compensation.