What triggered the 2,554-share award to the Blackbaud (BLKB) CTO?

The 2,554-share award resulted from performance restricted stock units granted February 21, 2024 vesting in full on February 23, 2026. Vesting followed Blackbaud’s achievement of specified performance goals for the period ended December 31, 2025, subject to continued employment.

Blackbaud (BLKB) CTO nets stock award, then sells 15,462 shares in planned trades

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Blackbaud Inc.'s EVP & Chief Technology Officer, Kevin McDearis, reported multiple transactions in common stock on February 23, 2026. He acquired 2,554 shares at no cost from the vesting of performance restricted stock units after the company met performance goals.

On the same date, he sold 14,974 shares at a weighted average price of $46.3832 and 488 shares at a weighted average price of $47.7636 in open-market transactions effected under a Rule 10b5-1 trading plan. He also disposed of 1,159, 1,019, and 2,230 shares at $49.13 per share to cover tax liabilities tied to vesting awards, leaving him with 87,348 directly held shares.

Insider Trade Summary

Net Seller: 15,462 shares ($717,851)

Net Sell 6 txns

Insider McDearis Kevin

Role EVP & Chief Technology Officer

Sold 15,462 shs ($718K)

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	2,554	$0.00	--
Sale	Common Stock	14,974	$46.3832	$695K
Sale	Common Stock	488	$47.7636	$23K
Tax Withholding	Common Stock	1,159	$49.13	$57K
Tax Withholding	Common Stock	1,019	$49.13	$50K
Tax Withholding	Common Stock	2,230	$49.13	$110K

Holdings After Transaction: Common Stock — 107,218 shares (Direct)

Footnotes (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. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 24, 2025. This transaction was executed in multiple trades at prices ranging from $45.9697 to $46.9074. The price reported in Column 4 is a weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected. This transaction was executed in multiple trades at prices ranging from $47.535 to $48.1018. The price reported in Column 4 is a weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected. 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. 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.

Form 4 Insider Transactions: What Each Field Means →

02/25/2026 - 09:09 PM

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^*

McDearis Kevin

(Last)

(First)

(Middle)

65 FAIRCHILD STREET

(Street)

CHARLESTON

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 Technology 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/23/2026		A		2,554⁽¹⁾	A	$0	107,218	D
Common Stock	02/23/2026		S⁽²⁾		14,974	D	$46.3832⁽³⁾	92,244	D
Common Stock	02/23/2026		S⁽²⁾		488	D	$47.7636⁽⁴⁾	91,756	D
Common Stock	02/23/2026		F		1,159⁽⁵⁾	D	$49.13	90,597	D
Common Stock	02/23/2026		F		1,019⁽⁵⁾	D	$49.13	89,578	D
Common Stock	02/23/2026		F		2,230⁽⁶⁾	D	$49.13	87,348	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 24, 2025.

3. This transaction was executed in multiple trades at prices ranging from $45.9697 to $46.9074. The price reported in Column 4 is a weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.

4. This transaction was executed in multiple trades at prices ranging from $47.535 to $48.1018. The price reported in Column 4 is a weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.

5. 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.

6. 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.
* 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Blackbaud (BLKB) CTO Kevin McDearis report?

Kevin McDearis reported an award of 2,554 Blackbaud shares from vested performance restricted stock units and several dispositions. These included open-market sales and shares withheld or forfeited to satisfy tax liabilities related to equity awards vesting on February 23, 2026.

How many Blackbaud (BLKB) shares did the CTO sell and at what prices?

He sold 14,974 Blackbaud shares at a weighted average price of $46.3832 and 488 shares at a weighted average price of $47.7636. Both transactions were open-market sales executed in multiple trades within stated price ranges on February 23, 2026.

Was the Blackbaud (BLKB) CTO’s stock sale under a Rule 10b5-1 plan?

Yes. A footnote states that at least one sale was effected under a Rule 10b5-1 trading plan adopted on November 24, 2025. Such plans pre-schedule trades, helping separate personal trading decisions from later knowledge of nonpublic information.

Why were some Blackbaud (BLKB) shares forfeited by the CTO on February 23, 2026?

Certain shares were forfeited back to Blackbaud to satisfy tax liabilities from vesting equity awards. Footnotes explain that shares related to performance restricted stock units and restricted stock granted February 21, 2024 were used to cover associated tax obligations upon vesting.

How many Blackbaud (BLKB) shares does the CTO hold after these transactions?

After the reported transactions, Kevin McDearis directly holds 87,348 shares of Blackbaud common stock. This figure reflects the award, open-market sales, and shares forfeited or withheld to cover tax liabilities associated with vesting stock-based compensation.