Blackbaud (BLKB) CEO reports stock award vesting and tax share forfeitures

Rhea-AI Filing Summary

Blackbaud Inc. President and CEO Michael P. Gianoni reported equity compensation activity in company common stock. On February 23, 2026, he acquired 11,170 shares at $0.00 per share as a grant or award tied to performance-based restricted stock units that vested after the company achieved performance goals.

On the same date, he disposed of 5,066, 4,453 and 9,754 shares at $49.13 per share through tax-withholding transactions, where shares were forfeited back to Blackbaud to cover tax liabilities from the vesting of PRSUs and restricted stock. After these transactions, his directly held ownership was reported as 440,264 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

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^*

Gianoni Michael 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

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		11,170(1)	A	$0	459,537	D
Common Stock	02/23/2026		F		5,066(2)	D	$49.13	454,471	D
Common Stock	02/23/2026		F		4,453(2)	D	$49.13	450,018	D
Common Stock	02/23/2026		F		9,754(3)	D	$49.13	440,264	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.
* 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.

FAQ

What did Blackbaud (BLKB) CEO Michael Gianoni report in this Form 4?

Michael Gianoni reported a stock award vesting and related tax withholding transactions. He received 11,170 Blackbaud common shares as a grant, then forfeited several blocks of shares back to the company to satisfy tax liabilities from vesting awards.

How many Blackbaud (BLKB) shares did the CEO acquire in this filing?

He acquired 11,170 shares of Blackbaud common stock through a grant or award. The shares relate to performance restricted stock units that vested after Blackbaud met specified performance goals for the period ended December 31, 2025, subject to his continued employment.

Why did the Blackbaud (BLKB) CEO dispose of shares at $49.13?

The CEO’s share disposals at $49.13 per share were tax-withholding transactions. Shares were forfeited back to Blackbaud to cover tax liabilities incurred upon the vesting of performance restricted stock units and separate restricted stock granted on February 21, 2024.

Were the Blackbaud (BLKB) CEO’s transactions open-market sales?

No, the reported disposals were tax-withholding dispositions, not open-market sales. Shares were delivered to or forfeited back to Blackbaud to satisfy tax obligations arising from vesting equity awards, rather than discretionary sales into the market.

What is Michael Gianoni’s Blackbaud (BLKB) share ownership after these transactions?

After the grant and tax-withholding dispositions, Michael Gianoni reported direct ownership of 440,264 shares of Blackbaud common stock. This reflects his remaining holdings following the vesting of equity awards and the associated share forfeitures to cover tax liabilities.

How are Blackbaud (BLKB) performance restricted stock units described in this Form 4?

The filing notes that a portion of performance restricted stock units granted February 21, 2024 vested in full on February 23, 2026 after Blackbaud achieved performance goals for the period ended December 31, 2025, with remaining 2024 PRSUs vesting based on 2026 performance.