Gianoni Michael P 4

What Happened Michael Gianoni, President and CEO of Blackbaud, had performance- and restricted-stock awards vest. On Feb 13, 2026 he was credited with 15,629 vested PRSU shares and a separate award that totaled 80,100 restricted shares (total acquired: 95,729 shares, $0.00 per share as awards). On Feb 17, 2026 a total of 21,906 shares were forfeited to the company to satisfy tax withholding obligations (three withholding entries: 4,937; 7,088; 9,881 shares) at a reported per-share value of $49.08, totaling $1,075,146.

Key Details

• Transaction dates: vesting/acquisitions recorded Feb 13, 2026; tax-withholding forfeitures recorded Feb 17, 2026; Form 4 filed Feb 18, 2026.
• Award details: 15,629 PRSUs vested (per footnote F1) and an 80,100 restricted stock award was reported (F4 describes future vesting schedule for part of that award).
• Withholding (coded F): 21,906 shares forfeited to satisfy tax liabilities (per-share value $49.08; total ~$1.08M) (footnotes F2 & F3).
• Net share change from these entries: +95,729 awarded −21,906 withheld = +73,823 net new shares.
• Shares owned after transaction: not specified in the filing.
• Filing timing: Form 4 was filed Feb 18 for transactions on Feb 13 and Feb 17 (note officers generally must file within two business days; the Feb 13 vesting appears reported several days later).

Context

• These were award vestings (A) and tax-withholding forfeitures (F), not open-market purchases or discretionary sales. Forfeiture of shares to the issuer to satisfy taxes is a common, administrative action and does not necessarily indicate a decision to sell for cash.
• Footnote summary: F1 = PRSUs granted 2/13/2023 vested in full based on performance through 12/31/2025; F2/F3 = shares surrendered to cover tax liabilities on vested awards; F4 = certain restricted stock award vests in three equal annual installments beginning 2/17/2027 (subject to continued employment).