Blackbaud (BLKB) COO logs PRSU vesting and tax share forfeitures

Rhea-AI Filing Summary

Blackbaud Inc. executive Kevin P. Gregoire reported equity-related transactions in company common stock. On February 23, 2026, he acquired 3,457 shares at no cost from performance restricted stock units that vested after the company met performance goals and employment conditions.

On the same date, he disposed of 1,568, 1,379 and 3,019 shares, each at a price of $49.13 per share, by forfeiting them back to Blackbaud to cover tax liabilities tied to the vesting of PRSUs and restricted stock granted on February 21, 2024. After these transactions, he directly held 137,194 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^*

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)
02/23/2026

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		3,457(1)	A	$0	143,160	D
Common Stock	02/23/2026		F		1,568(2)	D	$49.13	141,592	D
Common Stock	02/23/2026		F		1,379(2)	D	$49.13	140,213	D
Common Stock	02/23/2026		F		3,019(3)	D	$49.13	137,194	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 insider transactions did Blackbaud (BLKB) COO Kevin Gregoire report?

Kevin P. Gregoire reported a stock award vesting and related tax forfeitures. He acquired 3,457 Blackbaud common shares from performance restricted stock units, then forfeited multiple share blocks back to the company to satisfy tax liabilities from vesting PRSUs and restricted stock granted in February 2024.

How many Blackbaud (BLKB) shares did the COO acquire in this Form 4?

He acquired 3,457 shares of Blackbaud common stock at no cost through vested performance restricted stock units. These PRSUs vested after Blackbaud achieved specified performance goals for the period ended December 31, 2025, and after he met continued employment conditions set when the grant was made.

Why did the Blackbaud (BLKB) COO forfeit shares in this filing?

The forfeited shares were surrendered to Blackbaud to cover tax liabilities from vesting awards. Footnotes explain they relate to performance restricted stock units and restricted stock granted on February 21, 2024, and were not open-market sales but tax-withholding dispositions back to the issuer.

What was the price used for the Blackbaud (BLKB) tax-withholding share forfeitures?

Each tax-withholding disposition used a share price of $49.13. This price applied to three separate forfeiture blocks of 1,568, 1,379, and 3,019 shares, all delivered back to Blackbaud to satisfy tax obligations triggered by the vesting of prior equity awards.

How many Blackbaud (BLKB) shares does the COO own after these transactions?

After the reported award vesting and tax forfeitures, Kevin P. Gregoire directly holds 137,194 shares of Blackbaud common stock. This figure reflects the net position following the 3,457-share award acquisition and the subsequent forfeitures of shares used to pay associated tax liabilities.

What performance period triggered the Blackbaud (BLKB) PRSU vesting for the COO?

The compensation committee determined that certain PRSUs granted on February 21, 2024 would vest in full based on Blackbaud achieving performance goals for the period ended December 31, 2025, with vesting also conditioned on Kevin P. Gregoire’s continued employment through the February 23, 2026 vesting date.