What changed in this filing

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Item 9A. Controls and Procedures

2026-02-18 compared with 2025-02-21 · 30 added, 108 removed, 146 unchanged (49% of the section changed)

27 unchanged sentences

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

Executive Vice President and Chief Commercial Officer

Adoption 11/28/24 3/07/25 10/31/25 Eight X 17,478

Chief Executive Officer, President and Vice Chairman of the Board

Executive Vice President and Chief Financial Officer

Executive Vice President and Chief Operating Officer

Executive Vice President and Chief Technology Officer

Adoption 11/30/24 3/17/25 10/31/25 Eight X 31,557

(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.

4 unchanged sentences

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;

(2) Includes a 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.

27 unchanged sentences

Agreement and Plan of Merger and Reincorporation dated April 6, 2004

S-1/A 4/6/2004 2.1

Purchase Agreement, dated August 30, 2014, by and among MicroEdge Holdings, LLC, Blackbaud, Inc, direct and indirect holders of all of the outstanding equity interests of MicroEdge Holdings, LLC, and VFF I AIV I, L.P., as Sellers’ Representative

8-K 10/2/2014 10.76

Unit Purchase Agreement, dated as of August 10, 2015, by and between Smart Tuition Holdings, LLC and Blackbaud, Inc.

8-K 10/8/2015 10.78

Amendment, Consent and Waiver, Agreement dated as of October 2, 2015, by and between Smart Tuition Holdings, LLC and Blackbaud, Inc.

8-K 10/8/2015 10.79

Agreement and Plan of Merger, dated as of December 30, 2021, by and among Blackbaud, Inc., Project Montessori Acquisition, Inc., EverFi, Inc.

and Eon Stockholder Representative, LLC

8-K 1/3/2022 2.1

Amended and Restated Certificate of Incorporation of Blackbaud, Inc.

DEF 14A 4/30/2009

Amendment to the Amended and Restated Certificate of Incorporation of Blackbaud, Inc.

10-Q 7/31/2024 3.1.1

Certificate of Designation of Series A Junior Participating Preferred Stock of Blackbaud, Inc.

8-K 10/11/2022 3.1

Amended and Restated Bylaws of Blackbaud, Inc.

dated December 7, 2023

8-K 12/11/2023 3.1

Certificate of Elimination of the Series A Junior Participating Preferred Stock of Blackbaud, Inc.

8-A12B/A 3/18/2024 3.1

Description of Capital Stock

2024 Form 10-K

Blackbaud, Inc.

Number Description of Document Registrant’s

Form Dated Exhibit

Stockholder Rights Agreement, dated as of October 7, 2022, between Blackbaud, Inc.

and American Stock Transfer & Trust Company, LLC, as Rights Agent.

8-K 10/11/2022 4.1

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

Second 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

Third Amendment to Stockholder Rights Agreement, dated as of March 18, 2024, by and between Blackbaud, Inc.

and Broadridge Corporate Issuer Solutions, LLC.

8-K 3/18/2024 4.4

† Form of Employment Agreement between Blackbaud, Inc.

1 unchanged sentence

Boor and Kevin W.

10-K 2/27/2013 10.65

† Form of Employment Agreement between Blackbaud, Inc.

10-K 2/27/2013 10.65

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

10-Q 8/4/2016 10.84

First Amendment to Lease Agreement, dated as of August 22, 2016, between HPBB1, LLC and BBHQ1, LLC (a subsidiary of Blackbaud, Inc.)

10-Q 11/4/2016 10.87

2025 Form 10-K

Blackbaud, Inc.

Number Description of Document Registrant’s

Form Dated Exhibit

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

10-K 2/20/2018 10.93

Third Amendment to Lease Agreement, dated as of December 11, 2017, between HPBB1, LLC and BBHQ1, LLC (a subsidiary of Blackbaud, Inc.)

10-K 2/20/2018 10.94

Fourth Amendment to Lease Agreement, dated as of February 28, 2018, between HPBB1, LLC and BBHQ1, LLC (a subsidiary of Blackbaud, Inc.)

10-Q 5/4/2018 10.95

† Form of Employee Agreement between Blackbaud, Inc.

10-Q 5/3/2019 10.97

Fifth Amendment to Lease Agreement, dated as of February 18, 2020, between HPBB1, LLC and BBHQ1, LLC (a subsidiary of Blackbaud, Inc.)

10-Q 8/4/2020 10.1

Sixth Amendment to Lease Agreement, dated as of March 17, 2020, between HPBB1, LLC and BBHQ1, LLC (a subsidiary of Blackbaud, Inc.)

10-Q 8/4/2020 10.2

Seventh Amendment to Lease Agreement, dated as of April 14, 2020, between HPBB1, LLC and BBHQ1, LLC (a subsidiary of Blackbaud, Inc.)

10-Q 8/4/2020 10.3

2024 Form 10-K

Blackbaud, Inc.

Number Description of Document Registrant’s

Form Dated Exhibit

Eighth Amendment to Lease Agreement, dated as of May 26, 2020, between HPBB1, LLC and BBHQ1, LLC (a subsidiary of Blackbaud, Inc.)

10-Q 8/4/2020 10.4

Ninth Amendment to Lease Agreement, dated as of June 8, 2020, between HPBB1, LLC and BBHQ1, LLC (a subsidiary of Blackbaud, Inc.)

10-Q 8/4/2020 10.5

Tenth Amendment to Lease Agreement, dated as of June 26, 2020, between HPBB1, LLC and BBHQ1, LLC (a subsidiary of Blackbaud, Inc.)

10-Q 8/4/2020 10.7

Eleventh Amendment to Lease Agreement, dated as of August 13, 2020, between BBHQ1, LLC and BBHQ1, LLC (a subsidiary of Blackbaud, Inc.)

10-Q 11/3/2020 10.3

Amended and Restated Credit Agreement, dated as of October 30, 2020, by and among Blackbaud, Inc., and certain of its subsidiaries, as Borrowers, the lenders referred to therein, Bank of America, N.A., as Administrative Agent, Swingline Lender and Issuing Lender, PNC Bank, National Association, as Syndication Agent, and Regions Bank, BBVA USA and Fifth Third Bank, National Association, as Co-Documentation Agents, with BofA Securities, Inc., PNC Bank, National Association, Regions Capital Markets, BBVA USA and Fifth Third Bank, National Association as Joint Lead Arrangers and Joint Bookrunners

10-Q 11/3/2020 10.4

Amended and Restated Pledge Agreement, dated as of October 30, 2020, by Blackbaud, Inc.

in favor of Bank of America, N.A., as Administrative Agent, for the ratable benefit of itself and the secured parties referred to therein

10-Q 11/3/2020 10.5

2025 Form 10-K

Blackbaud, Inc.

Number Description of Document Registrant’s

Form Dated Exhibit

† Form of Employment Agreement between Blackbaud, Inc.

and Kevin McDearis

10-Q 5/4/2021 10.1

LIBOR Transition Amendment, dated as of September 20, 2021, between Blackbaud, Inc.

and Bank of America, N.A.

10-Q 11/4/2021 10.1

First Incremental Term Loan Agreement, dated as of December 31, 2021, by and among Blackbaud, Inc., the lenders party thereto and Bank of America N.A., as administrative agent

8-K 1/3/2022 10.1

Registration Rights Agreement, dated as of December 31, 2021, by and among Blackbaud, Inc., EverFi, Inc., TPG Eon, L.P., each other shareholder party thereto and Eon Stockholder Representative, LLC

8-K 1/3/2022 10.2

First Amendment to Credit Agreement, dated as of January 31, 2022, by and among Blackbaud, Inc., the lenders party thereto and Bank of America N.A., as administrative agent

8-K 2/3/2022 10.1

2024 Form 10-K

Blackbaud, Inc.

Number Description of Document Registrant’s

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

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

and Michael P.

8-K 9/21/2022 10.1

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

and Bank of America, N.A.

10-K 2/24/2023 10.30

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

5 unchanged sentences

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

Third Amendment to Credit Agreement, dated as of April 30, 2024, by and among Blackbaud, Inc., the lenders party thereto and Bank of America N.A., as administrative agent.

10-Q 5/1/2024 10.1

† Amended and Restated Blackbaud, Inc.

2016 Equity and Incentive Compensation Plan.

DEF 14A 4/23/2024 Appendix B

† Amended and Restated Employment and Noncompetition Agreement dated December 17 , 202 5 between Blackbaud, Inc.

and Michael P.

2025 Form 10-K

Blackbaud, Inc.

Number Description of Document Registrant’s

Form Dated Exhibit

Blackbaud, Inc.

Insider Trading Policy and Guidelines for Certain Securities Transactions

2 unchanged sentences

Consent of Sidley Austin LLP

8-K 4/1/2022 23.1

Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

6 unchanged sentences

Executive Incentive Compensation Clawback Policy

10-K 2/21/2024 97.1

2024 Form 10-K

Blackbaud, Inc.

Number Description of Document Registrant’s

Form Dated Exhibit

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.

101.SCH Inline XBRL Taxonomy Extension Schema Document X

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X

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.

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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

2024 Form 10-K

Blackbaud, Inc.

FORM 10-K SUMMARY

4 unchanged sentences

Blackbaud, Inc.

February 21, 2025 /S/ MICHAEL P.

February 18, 2026

/S/ MICHAEL P.

Chief Executive Officer, President and Vice Chairman of the Board

1 unchanged sentence

Pursuant to the requirements of the Securities Exchange Act of 1934, this Form 10-K has been signed below by the following persons on behalf of the Registrant and on the dates indicated.

/S/ MICHAEL P.

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

February 21, 2025

/S/ ANTHONY W.

BOOR Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

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

February 18, 2026

/S/ ANDREW M.

LEITCH Chairman of the Board of Directors Date:

Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

February 18, 2026

/S/ DENEEN DEFIORE Director Date:

Chairman of the Board of Directors

February 18, 2026

DENEEN DEFIORE

/S/ YOGESH K.

GUPTA Director Date:

February 18, 2026

HOLLENBECK Director Date:

February 21, 2025

ROGER NANNEY Director Date:

Deneen DeFiore

February 18, 2026

NASH Director Date:

February 18, 2026

/S/ BRADLEY L.

PYBURN Director Date:

February 18, 2026

/S/ KRISTIAN P.

TALVITIE Director Date:

February 18, 2026

1 unchanged sentence

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