Blackbaud (BLKB) SVP Olson gets stock awards, surrenders shares for taxes

Rhea-AI Filing Summary

BLACKBAUD INC senior vice president and general counsel Jon W. Olson reported stock-based compensation activity and related tax withholding transactions. On February 13, 2026, he acquired 2,442 shares of common stock as a grant or award. On February 17, 2026, he received an additional 25,810-share restricted stock award that will vest in three equal annual installments beginning February 17, 2027, subject to continued employment.

Also on February 17, 2026, a total of 2,425 shares (596, 795, and 1,034 shares) were forfeited back to Blackbaud at $49.08 per share to satisfy tax liabilities triggered by the vesting of prior restricted stock and performance restricted stock units. After these transactions, Olson directly owned 49,626 common 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

OMB APPROVAL

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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^*

Olson Jon W

(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)
	SVP and General Counsel

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		2,442(1)	A	$0	26,241	D
Common Stock	02/17/2026		F		596(2)	D	$49.08	25,645	D
Common Stock	02/17/2026		F		795(2)	D	$49.08	24,850	D
Common Stock	02/17/2026		F		1,034(3)	D	$49.08	23,816	D
Common Stock	02/17/2026		A		25,810(4)	A	$0	49,626	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 restricted stock awards which vest 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.
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FAQ

What did Blackbaud (BLKB) executive Jon W. Olson report in this Form 4?

Jon W. Olson reported stock grants and related tax-withholding share forfeitures. He received 2,442 shares on February 13, 2026 and 25,810 restricted shares on February 17, 2026, with some previously granted shares forfeited to cover tax liabilities.

How many Blackbaud (BLKB) shares did Jon W. Olson acquire in awards?

Jon W. Olson acquired 2,442 common shares on February 13, 2026 and 25,810 restricted shares on February 17, 2026. The larger restricted stock award vests in three equal annual installments starting February 17, 2027, contingent on continued employment.

Why were some Blackbaud (BLKB) shares forfeited by Jon W. Olson?

Shares were forfeited back to Blackbaud to satisfy tax liabilities from vesting equity. On February 17, 2026, 596, 795, and 1,034 shares were withheld at $49.08 per share when restricted stock and performance restricted stock units vested.

Were Jon W. Olson’s Blackbaud (BLKB) Form 4 transactions open-market sales?

No, the dispositions were for tax withholding, not open-market sales. The Form 4 uses code F, indicating shares were surrendered to Blackbaud to cover tax liabilities from vesting equity awards, rather than being sold on the open market.

How many Blackbaud (BLKB) shares does Jon W. Olson own after these transactions?

After the reported grants and tax-withholding forfeitures, Jon W. Olson directly owned 49,626 shares of Blackbaud common stock. This figure reflects his direct holdings following the February 17, 2026 transactions disclosed in the Form 4 filing.

When do Jon W. Olson’s new Blackbaud (BLKB) restricted stock awards vest?

The new restricted stock awards granted on February 17, 2026 vest in three equal annual installments. Vesting begins on February 17, 2027 and continues annually thereafter, provided Olson remains employed with Blackbaud through each vesting date.