Blackbaud (BLKB) EVP logs stock grants, sale and tax forfeitures

Rhea-AI Filing Summary

Blackbaud Inc. executive Benjamin David J, EVP and Chief Commercial Officer, reported several stock transactions involving company common stock. On February 18, 2026, he received 4,649 performance-based shares and on February 19, 2026 he received an additional 2,959 shares as grant or award acquisitions tied to performance goals and continued employment.

On February 18, 2026 he also completed an open-market sale of 7,990 shares at a weighted average price of $49.4081 per share, with individual trades executed between $49.30 and $49.50. Across February 19–20, 2026, a total of 7,435 shares were forfeited back to Blackbaud to cover tax liabilities arising from these vesting events.

After these grant, sale, and tax-withholding disposition transactions, the executive directly owned 89,527 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^*

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)
02/18/2026

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		4,649(1)	A	$0	101,993	D
Common Stock	02/18/2026		S		7,990	D	$49.4081(2)	94,003	D
Common Stock	02/19/2026		F		2,149(3)	D	$49.51	91,854	D
Common Stock	02/19/2026		A		2,959(4)	A	$0	94,813	D
Common Stock	02/20/2026		F		1,368(5)	D	$49.32	93,445	D
Common Stock	02/20/2026		F		1,306(5)	D	$49.32	92,139	D
Common Stock	02/20/2026		F		2,612(6)	D	$49.32	89,527	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. This transaction was executed in multiple trades at prices ranging from $49.30 to $49.50. The price reported in Column 4 is a weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transactions were effected.

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

4. 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.

5. 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.

6. 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/ S. Halle Vakani, 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 Benjamin David J report in this Form 4?

Benjamin David J reported stock grants, an open-market sale, and tax-withholding share forfeitures involving Blackbaud common stock. These transactions reflect routine equity compensation vesting, related tax settlements, and a separate sale of 7,990 shares.

How many Blackbaud shares did the EVP sell in the open market?

He sold 7,990 shares of Blackbaud common stock in an open-market transaction. The weighted average sale price was $49.4081 per share, with individual trades executed in a price range between $49.30 and $49.50.

What stock awards did Blackbaud grant to the EVP in this period?

Blackbaud granted a total of 7,608 shares of common stock to the EVP. This included 4,649 performance restricted stock units vesting on February 18, 2026 and 2,959 shares from a separate performance-based award vesting on February 19, 2026.

Why were some Blackbaud shares forfeited in Benjamin David J’s Form 4?

A total of 7,435 shares were forfeited back to Blackbaud to satisfy tax liabilities. These taxes arose upon the vesting of performance restricted stock units and restricted stock awards granted in February 2025 that became taxable when they vested in February 2026.

How many Blackbaud shares does the EVP own after these transactions?

Following the reported grants, sale, and tax-withholding forfeitures, the EVP directly owns 89,527 shares of Blackbaud common stock. This figure reflects his updated direct beneficial ownership after all Form 4 transactions were completed.

What do the F-coded transactions mean in this Blackbaud Form 4?

The F-coded transactions represent shares forfeited to Blackbaud to cover tax liabilities. These occurred when previously granted performance restricted stock units and restricted stock vested, creating tax obligations that were settled by delivering shares back to the issuer.