What changed in this filing

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Item 9A. Controls and Procedures

2024-02-21 compared with 2023-02-24 · 61 added, 24 removed, 186 unchanged (31% of the section changed)

6 unchanged sentences

No changes in internal control over financial reporting occurred during the most recent fiscal quarter ended December 31, 2023 with respect to our operations that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

2022 Form 10-K

Blackbaud, Inc.

Management’s Report on Internal Control Over Financial Reporting

9 unchanged sentences

The effectiveness of our internal control over financial reporting as of December 31, 2023, has been audited by our independent registered public accounting firm, as stated in their attestation report, which is included in Item 8 of this Annual Report on Form 10-K.

2023 Form 10-K

Blackbaud, Inc.

OTHER INFORMATION

Trading Plans Adopted or Terminated

The following table provides information about trading arrangements adopted or terminated by certain of our officers and directors during the three months ended December 31, 2023.

Trading arrangement (1)

securities to

Name and Title

Action Date of Adoption Plan

(months) Rule 10b5-1 Non-Rule 10b5-1

Chief Executive Officer, President and Vice Chairman of the Board

Adoption 11/07/23 2/26/24 8/09/24 Six X 50,000

Executive Vice President and Chief Financial Officer

Adoption 11/07/23 2/26/24 8/09/24 Six X 30,000

Executive Vice President and Chief Operating Officer

Adoption 11/15/23 2/26/24 11/01/24 Nine X 13,000

Executive Vice President and Chief Technology Officer

Adoption 11/17/23 3/06/24 6/04/24 Three X 5,253 (2)

Senior Vice President and General Counsel

Adoption 11/21/23 3/06/24 9/27/24 Seven X 9,200

(1) An SEC "Rule 10b5-1(c) trading arrangement" is a trading arrangement made by a person through entering into a binding contract, verbal instruction or adoption of a written plan prior to becoming aware of material non-public information.

The contract, instruction or written plan must specify the amount, price and date of securities to be sold;

include the means for determining the amount, price and date of the sale or sales;

and not permit the person to have subsequent influence over the sale or sales.

The compliant plan must be entered into and operated in good faith, include a specified cooling off period, be certified by an authorized officer and is restricted from having multiple or overlapping plans.

A non-compliant trading arrangement, or a "non-Rule 10b5-1 trading arrangement," is a trading arrangement that has similar requirements to a Rule 10b5-1(c) trading arrangement except that it must be in written form and does not require a cooling off period or certification of an authorized officer and there is no restriction from having multiple or overlapping plans.

(2) Represents the target quantity of Performance Share Awards which may be subject to a performance multiplier;

therefore, the aggregate number of shares to be sold may be equal to, greater than or less than the target quantity.

None of our officers or directors adopted or terminated a non -Rule 10b5-1 trading arrangement during the three months ended December 31, 2023.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

40 unchanged sentences

Amended and Restated Bylaws of Blackbaud, Inc.

dated August 24, 2022

dated December 7, 2023

8-K 12/11/2023 3.1

7 unchanged sentences

Form Dated Exhibit

Amendment to Stockholder Rights Agreement, dated as of October 2, 2023, between Blackbaud, Inc.

and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC), as Rights Agent.

8-K 10/2/2023 4.2

Amendment to Stockholder Rights Agreement, dated as of January 26, 2024, between Blackbaud, Inc.

and Broadridge Corporate Issuer Solutions, LLC, as Rights Agent.

8-K 1/26/2024 4.3

† Form of Employment Agreement between Blackbaud, Inc.

4 unchanged sentences

10-K 2/27/2013 10.65

† Blackbaud, Inc.

2016 Equity and Incentive Compensation Plan

DEF 14A 4/26/2016 Appendix C

Lease Agreement dated May 16, 2016 between BBHQ1, LLC (a subsidiary of Blackbaud, Inc.) and HPBB1, LLC

2 unchanged sentences

10-Q 11/4/2016 10.87

† Form of Retention Agreement dated as of August 1, 2017 between Blackbaud, Inc.

and each of Anthony W.

Boor, Kevin P.

Gregoire, Kevin R.

McDearis, Kevin W.

Mooney and Jon W.

10-Q 8/4/2017 10.92

Second Amendment to Lease Agreement, dated as of May 18, 2017, between HPBB1, LLC and BBHQ1, LLC (a subsidiary of Blackbaud, Inc.)

4 unchanged sentences

10-Q 5/4/2018 10.95

† Amended and Restated Blackbaud, Inc.

2016 Equity and Incentive Compensation Plan

DEF 14A 4/24/2019 Appendix B

† Offer Letter Agreement between Blackbaud, Inc.

37 unchanged sentences

8-K 2/3/2022 10.1

† Amended and Restated Blackbaud, Inc.

2016 Equity and Incentive Compensation Plan

DEF 14A 4/19/2022 Appendix B

LIBOR Transition Amendment, dated as of August 26, 2022, between Blackbaud, Inc.

and Bank of America, N.A.

10-Q 3/1/2022 10.2

† Amended and Restated Employment and Noncompetition Agreement dated September 20, 2022 between Blackbaud, Inc.

5 unchanged sentences

Form Dated Exhibit

LIBOR Transition Amendment, dated as of August 26, 2022, between Blackbaud, Inc.

and Bank of America, N.A.

10-Q 3/1/2022 10.2

Consent Agreement, dated as of January 23, 2023, between Blackbaud, Inc.

and Bank of America, N.A.

10-K 2/24/2023 10.30

† Amended and Restated Blackbaud, Inc.

2016 Equity and Incentive Compensation Plan

DEF 14A 4/25/2023 Appendix B

Form of Retention Agreement dated as of April 24, 2023 between Blackbaud, Inc.

and each of Anthony W.

Boor, David J.

Benjamin, Kevin P.

Gregoire, Kevin R.

McDearis, Kevin W.

Mooney and Jon W.

10-Q 5/4/2023 10.1

Relocation Agreement dated June 8, 2023 between Blackbaud, Inc.

8-K 6/12/2023 10.1

Subsidiaries of Blackbaud, Inc.

9 unchanged sentences

1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Blackbaud, Inc.

Executive Incentive Compensation Clawback Policy

101.INS Inline XBRL Instance Document - the Instance Document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL Document.

6 unchanged sentences

† Indicates management contract or compensatory plan, contract or arrangement.

2023 Form 10-K

Blackbaud, Inc.

FORM 10-K SUMMARY

5 unchanged sentences

February 21, 2024 /S/ MICHAEL P.

President and Chief Executive Officer

Chief Executive Officer, President and Vice Chairman of the Board

(Principal Executive Officer)

1 unchanged sentence

/S/ MICHAEL P.

GIANONI President, Chief Executive Officer and Director (Principal Executive Officer)

GIANONI Chief Executive Officer, President and Vice Chairman of the Board (Principal Executive Officer)

February 21, 2024

20 unchanged sentences

February 21, 2024

/S/ KRISTIAN P.

TALVITIE Director Date:

February 21, 2024

2023 Form 10-K

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures