Gianoni Michael P 4

What Happened

• Michael P. Gianoni, President, CEO and Director of Blackbaud (BLKB), had performance- and time-based equity awards vest in February 2026 and then had a portion of the vested shares forfeited to the company to satisfy tax liabilities.
• Awards received: 10,687 shares on 2026-02-18 and 5,690 shares on 2026-02-19 (total 16,377 shares; transaction code A, price $0.00 because these were awards).
• Shares forfeited to cover taxes (transaction code F): 4,847 shares on 2026-02-19 at $49.51 each ($239,975), and on 2026-02-20 three withholding transactions of 2,464 @ $49.32 ($121,524), 2,581 @ $49.32 ($127,295) and 4,926 @ $49.32 ($242,950). Total value of shares forfeited ≈ $731,744. Net result from these events: +1,559 shares (16,377 awarded − 14,818 withheld).

Key Details

• Transaction dates and prices:
  • 2026-02-18: Award of 10,687 shares (A) at $0.00.
  • 2026-02-19: Award of 5,690 shares (A) at $0.00.
  • 2026-02-19: Withholding of 4,847 shares (F) @ $49.51 = $239,975.
  • 2026-02-20: Withholding of 2,464 shares (F) @ $49.32 = $121,524.
  • 2026-02-20: Withholding of 2,581 shares (F) @ $49.32 = $127,295.
  • 2026-02-20: Withholding of 4,926 shares (F) @ $49.32 = $242,950.
• Shares owned after transaction: not specified in the provided filing data.
• Footnotes of note:
  • F1/F3: Awards were performance restricted stock units (PRSUs) granted Feb 18 and Feb 19, 2025 that vested in Feb 2026 (F3 notes part vested based on achievement of 2025 performance goals).
  • F2/F4/F5: The listed disposals represent shares forfeited to Blackbaud to satisfy tax withholding obligations upon vesting.
• Filing: Form 4 filed Feb 20, 2026 (covers transactions on Feb 18–20, 2026); filing appears to report the vesting and tax withholding events.

Context

• These transactions are award vesting and tax-withholding events (not open-market sales or purchases). When companies withhold shares to pay taxes on vested awards, the reported "disposal" is administrative and does not necessarily indicate the insider sold shares on the open market.
• Such withholding is common and typically considered routine compensation-related activity rather than a signal of CEO sentiment. Purchases by insiders are usually more indicative of a bullish signal than withholding or other administrative disposals.