Form 4: Blackbaud CTO McDearis Boosts Stake with New Stock Awards

Blackbaud's EVP & CTO, Kevin McDearis, reported significant equity transactions, including the vesting of performance-based units and a new restricted stock award, alongside share forfeitures for tax obligations.

Summary

• Kevin McDearis, EVP & Chief Technology Officer of Blackbaud Inc., reported several transactions involving the company's common stock.
• On February 13, 2026, McDearis acquired 4,299 shares of common stock at a price of $0, resulting from the vesting of performance restricted stock units (PRSUs) granted on February 13, 2023, based on performance goals achieved through December 31, 2025.
• On February 17, 2026, McDearis disposed of a total of 6,135 shares (1,468, 1,950, and 2,717 shares) at a price of $49.08 per share. These shares were forfeited to the Issuer to satisfy tax liabilities incurred upon the vesting of PRSUs and restricted stock granted on February 13, 2023.
• Also on February 17, 2026, McDearis acquired 31,150 shares of common stock at a price of $0, representing a new restricted stock award.
• Following these transactions, McDearis's direct beneficial ownership increased to 104,119 shares of common stock.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive signal, reflecting the achievement of performance goals for prior awards and the company's continued commitment to its CTO through new equity grants, increasing his overall stake.

Positives

• Acquisition of 4,299 shares from performance-based restricted stock units vesting, indicating achievement of performance goals for the period ended December 31, 2025.
• Grant of a new restricted stock award of 31,150 shares, demonstrating continued incentive and commitment from the company to its EVP & CTO.
• Overall increase in beneficial ownership to 104,119 shares after all reported transactions.

Negatives

• Forfeiture of 6,135 shares (1,468, 1,950, and 2,717 shares) at $49.08 per share to cover tax liabilities upon vesting of previously granted equity awards.

Future Outlook

The new restricted stock award of 31,150 shares will vest in three equal annual installments, commencing on February 17, 2027, subject to continued employment.

Industry Context

StockSavvy.ai notes that routine insider transaction filings like Form 4 provide transparency into executive compensation and equity holdings, which can signal management's confidence or lack thereof in the company's future. These specific transactions reflect standard equity compensation practices tied to performance and retention.

Comparison to Industry Standards

• The use of performance-restricted stock units (PRSUs) and restricted stock awards (RSAs) as a significant component of executive compensation is a common practice across the technology and software industry, aligning executive incentives with company performance and long-term shareholder value.
• The forfeiture of shares to cover tax liabilities upon vesting is a standard mechanism for cashless exercise or tax withholding, widely observed in equity compensation plans at companies comparable to Blackbaud, such as Salesforce, Adobe, or Microsoft.

Stakeholder Impact

• Shareholders: Increased alignment of executive interests with shareholder value through equity compensation and increased beneficial ownership.
• Employees: Reflects standard executive compensation practices, potentially signaling stability in leadership.

Next Steps

• The new restricted stock award of 31,150 shares will vest in three equal annual installments beginning on February 17, 2027.

Key Dates

Recommendation

This Form 4 filing details routine equity compensation events for a key executive, including the vesting of performance-based awards and a new restricted stock grant. While the increase in beneficial ownership is a positive signal of executive alignment, these transactions are expected and do not provide new fundamental information to warrant a change in investment thesis. Therefore, a 'hold' recommendation is appropriate, maintaining current positions while awaiting more substantive operational or financial updates.

Keywords

Blackbaud, BLKB, Kevin McDearis, EVP Chief Technology Officer, Insider Trading, Form 4, Stock Award, Restricted Stock Units, Performance Goals, Equity Compensation, Share Forfeiture, Tax Liabilities