Blackbaud (NASDAQ: BLKB) COO reports stock grants and tax share forfeitures

Rhea-AI Filing Summary

BLACKBAUD INC EVP and COO Kevin P. Gregoire reported a mix of equity grants and tax-related share forfeitures in common stock. On February 17, 2026, he received a restricted stock award of 32,040 shares, which will vest in three equal annual installments beginning on February 17, 2027, subject to continued employment.

On February 13, 2026, performance restricted stock units granted on February 13, 2023 vested in full after the company achieved performance goals for the period ended December 31, 2025, leading to an additional 5,276-share award. To satisfy tax liabilities from the vesting of these PRSUs and related restricted stock, Gregoire forfeited blocks of 1,770, 2,393, and 3,335 shares back to Blackbaud.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Gregoire Kevin 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Operating 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		5,276(1)	A	$0	115,261	D
Common Stock	02/17/2026		F		1,770(2)	D	$49.08	113,491	D
Common Stock	02/17/2026		F		2,393(2)	D	$49.08	111,098	D
Common Stock	02/17/2026		F		3,335(3)	D	$49.08	107,763	D
Common Stock	02/17/2026		A		32,040(4)	A	$0	139,803	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.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did BLKB executive Kevin P. Gregoire report?

Kevin P. Gregoire reported stock grants and tax-related forfeitures. He received restricted stock awards of 32,040 and 5,276 common shares, and forfeited 1,770, 2,393, and 3,335 shares back to Blackbaud to cover tax liabilities tied to vesting equity awards.

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

The COO was granted two restricted stock awards totaling 37,316 shares. One award was 32,040 common shares vesting over three years from February 17, 2027, and another 5,276 shares tied to performance restricted stock units granted on February 13, 2023.

Why did Blackbaud EVP Kevin P. Gregoire forfeit BLKB shares in this filing?

The forfeited shares covered tax liabilities on vested equity. Blocks of 1,770, 2,393, and 3,335 common shares were surrendered to Blackbaud to satisfy tax obligations arising from the vesting of performance restricted stock units and restricted stock granted on February 13, 2023.

What performance conditions affected Kevin P. Gregoire’s BLKB stock awards?

Performance restricted stock units vested after specific goals were achieved. PRSUs granted on February 13, 2023 vested in full on February 13, 2026, based on Blackbaud meeting performance goals for the period ended December 31, 2025, and subject to Gregoire’s continued employment.

What is the vesting schedule for the 32,040-share Blackbaud (BLKB) award?

The 32,040-share restricted stock award vests over three years. It will vest in three equal annual installments beginning on February 17, 2027. Each installment is contingent on Kevin P. Gregoire’s continued employment with Blackbaud through the applicable vesting dates.