Blackbaud (NASDAQ: BLKB) SVP Olson reports stock award and tax share forfeitures

Rhea-AI Filing Summary

BLACKBAUD INC senior vice president and general counsel Jon W. Olson reported routine equity compensation activity in company stock. He acquired 1,596 shares of common stock on February 23, 2026 at $0.00 per share from the vesting of performance restricted stock units tied to goals through December 31, 2025, subject to continued employment.

On the same date, he disposed of 485 shares, 452 shares, and 1,394 shares of common stock at $49.13 per share through tax-withholding dispositions, where shares were forfeited back to the company to satisfy tax liabilities on vested PRSUs and restricted stock granted February 21, 2024. After these transactions, he directly owned 50,939 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^*

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)
02/23/2026

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	02/23/2026		A		1,596(1)	A	$0	53,270	D
Common Stock	02/23/2026		F		485(2)	D	$49.13	52,785	D
Common Stock	02/23/2026		F		452(2)	D	$49.13	52,333	D
Common Stock	02/23/2026		F		1,394(3)	D	$49.13	50,939	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 21, 2024 would vest in full on February 23, 2026 based on the Issuer achieving performance goals for the period ended December 31, 2025, subject to continued employment. The remaining PRSUs granted in 2024 will vest dependent on the achievement of performance goals for the period ended December 31, 2026, subject to continued employment.

2. Represents shares forfeited to the Issuer in connection with the satisfaction of tax liabilities incurred upon the vesting of separate PRSUs granted February 21, 2024.

3. Represents shares forfeited to the Issuer in connection with the satisfaction of tax liabilities incurred upon the vesting of restricted stock granted February 21, 2024.

Remarks:

	/s/ Donald R. Reynolds, Attorney-in-Fact	02/25/2026
	** 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 did Blackbaud (BLKB) executive Jon W. Olson report in this Form 4?

Jon W. Olson reported a routine equity compensation event. He received 1,596 Blackbaud common shares from vested performance restricted stock units, and forfeited several smaller share amounts back to the company to cover tax liabilities related to those vestings and earlier restricted stock grants.

How many Blackbaud (BLKB) shares did Jon W. Olson acquire in the latest filing?

He acquired 1,596 shares of Blackbaud common stock. These shares came from performance restricted stock units that vested in full on February 23, 2026, after the company achieved performance goals for the period ending December 31, 2025, subject to his continued employment.

Were any of Jon W. Olson’s Blackbaud (BLKB) share disposals open-market sales?

No, the reported disposals were tax-withholding transactions. Olson forfeited blocks of 485, 452, and 1,394 Blackbaud shares back to the company at $49.13 per share to satisfy tax liabilities on vested performance units and restricted stock, not discretionary market sales.

What performance conditions were tied to Jon W. Olson’s vested PRSUs at Blackbaud (BLKB)?

The vested performance restricted stock units were tied to Blackbaud’s achievement of performance goals for the period ending December 31, 2025. Vesting also required Olson’s continued employment, and additional 2024 PRSUs remain subject to performance goals through December 31, 2026.

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

Following the reported grant and tax-withholding forfeitures, Olson directly owns 50,939 shares of Blackbaud common stock. This figure reflects his updated post-transaction holdings as disclosed, combining his existing ownership with the vested award and required share forfeitures.

Why did Jon W. Olson forfeit Blackbaud (BLKB) shares in this Form 4?

He forfeited shares to cover tax obligations on equity awards. The filing states the forfeited shares satisfied tax liabilities from the vesting of performance restricted stock units and separate restricted stock granted on February 21, 2024, a common mechanism for handling equity-related taxes.