Blackbaud (BLKB) COO details stock grants and tax share forfeitures

Rhea-AI Filing Summary

BLACKBAUD INC EVP and COO Kevin P. Gregoire reported a mix of stock awards and tax-related share forfeitures. On February 18 and 19, 2026, he acquired 4,910 and 3,699 shares of common stock through equity grants at no cost.

On February 19 and 20, 2026, he disposed of 2,227, 3,202, 1,678, and 1,602 shares, which were forfeited back to Blackbaud to satisfy tax liabilities on vested performance and restricted stock units. After these transactions, he directly owned 139,703 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

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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^*

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)
02/18/2026

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		4,910(1)	A	$0	144,713	D
Common Stock	02/19/2026		F		2,227(2)	D	$49.51	142,486	D
Common Stock	02/19/2026		A		3,699(3)	A	$0	146,185	D
Common Stock	02/20/2026		F		1,678(4)	D	$49.32	144,507	D
Common Stock	02/20/2026		F		1,602(4)	D	$49.32	142,905	D
Common Stock	02/20/2026		F		3,202(5)	D	$49.32	139,703	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. Represents shares forfeited to the Issuer in connection with the satisfaction of tax liabilities incurred upon the vesting of PRSUs granted February 18, 2025.

3. 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.

4. 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.

5. 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/ Donald R. Reynolds, 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) COO Kevin Gregoire report in this Form 4?

Kevin P. Gregoire reported equity compensation activity, not open-market trading. He received common stock grants and forfeited shares back to Blackbaud to cover tax liabilities triggered by vesting of prior performance and restricted stock awards, while retaining a substantial direct ownership position.

Were Kevin Gregoire’s Blackbaud (BLKB) transactions open-market buys or sells?

The reported transactions were not open-market buys or sells. They consisted of stock grants at no cost and share forfeitures to the issuer to satisfy tax obligations arising from the vesting of performance restricted stock units and restricted stock awards previously granted.

How many Blackbaud (BLKB) shares did Kevin Gregoire acquire through grants?

Kevin Gregoire acquired 4,910 and 3,699 Blackbaud common shares through equity grants. These grants were reported at a price of $0.00 per share and are tied to performance restricted stock units and related compensation determinations by the company’s Compensation Committee.

Why did Kevin Gregoire forfeit Blackbaud (BLKB) shares in these transactions?

He forfeited shares to Blackbaud to cover tax liabilities from vesting awards. The Form 4 notes forfeitures upon vesting of performance restricted stock units and restricted stock, effectively using shares instead of cash to satisfy associated tax obligations owed at vesting.

What is Kevin Gregoire’s Blackbaud (BLKB) ownership after these Form 4 transactions?

Following the reported grants and tax-related forfeitures, Kevin Gregoire directly owned 139,703 shares of Blackbaud common stock. This figure reflects his position after the final February 20, 2026 transaction, as stated in the share balance column of the reported non-derivative holdings.

What do the PRSU-related footnotes mean for Blackbaud (BLKB) investors?

The footnotes explain that earlier performance restricted stock unit grants vested after specified performance goals and continued employment. Upon vesting, shares were issued and some forfeited back to Blackbaud for taxes, illustrating how performance-based equity awards flow into executive share ownership and tax settlements.