Every material Form 8-K Blackbaud filed with the SEC in 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Blackbaud entered into an amended and restated employment agreement with CEO and President Michael Gianoni, dated December 17, 2025, under which he continues in both roles and on the Board. The initial term runs from January 1, 2026 to December 31, 2027, with optional one-year renewals, and the agreement sets out his pay, annual equity awards and severance terms. The filing does not report a change in leadership, but it defines the compensation and severance Gianoni could receive, which shareholders may track.
Base salary remains $800,000 per year, subject to annual increases at the Board's discretion.
Annual equity bonus target is 100% of base salary, with a payout range of zero to 200% of target.
The Company may grant an annual equity award with a target value of $6 million to $12 million, with a payout range of zero to 250% of target.
Severance on termination without cause or for good reason includes 24 months of base salary, subject to a release of claims.
On December 1, 2025, Blackbaud's board approved changes to its retirement program for annual long-term incentive equity awards granted on or after January 1, 2026. The changes raise the combined age and service threshold from 62 to 65, set a new minimum retirement age of 60, and allow performance-based awards with performance periods ending after retirement to remain eligible. Outstanding equity awards are not affected.
Combined age and continuous service minimum for eligibility rises from 62 to 65.
New minimum retirement age of 60 applies; at least five years of continuous service is required.
Employees must give at least six months' written notice of retirement.
Changes apply only to annual LTI equity awards granted on or after January 1, 2026; existing awards are unaffected.
Blackbaud reported unaudited third-quarter 2025 results for the period ended September 30, 2025. GAAP revenue fell 1.9% to $281.1 million, mainly due to the divestiture of EVERFI, while GAAP net income rose to $47.5 million from $18.3 million. The company reiterated its full-year 2025 revenue and EPS guidance and raised its adjusted free cash flow guidance to $195 million to $205 million.
GAAP diluted EPS was $0.98 versus $0.35 a year earlier; non-GAAP diluted EPS was $1.10 versus $0.99.
Non-GAAP organic revenue increased 5.2%; GAAP revenue declined 1.9% with the EVERFI divestiture cited as the driver.
Full-year 2025 guidance: GAAP revenue of $1.120 billion to $1.130 billion and non-GAAP diluted EPS of $4.30 to $4.50, both reiterated.
Adjusted free cash flow guidance was raised to $195 million to $205 million; about $514 million remained under the buyback program as of September 30, 2025.
Blackbaud director Yogesh K. Gupta resigned from the board, effective September 11, 2025, to focus on other professional commitments, and said he had no disagreement with the company. The board reduced its size from eight to seven directors in connection with the resignation. The filing describes a routine board change and does not mention a replacement or any effect on operations.
Yogesh K. Gupta notified the company on September 10, 2025 of his resignation as a director, effective September 11, 2025.
Gupta cited his other professional commitments and stated no disagreement with the company, management or the Board.
The Board reduced its size from eight to seven directors.
Blackbaud reported unaudited second-quarter 2025 results for the period ended June 30, 2025, with GAAP revenue of $281.4 million, down 2.1% from a year earlier, which the company attributed to the divestiture of EVERFI. GAAP net income rose to $26.0 million, and the company raised its full-year 2025 guidance, which matters to shareholders because it signals higher expected earnings and cash flow for the year.
Q2 2025 GAAP revenue was $281.4 million, down 2.1%; non-GAAP organic revenue rose 6.8%.
GAAP diluted EPS was $0.54, up $0.12 per share; non-GAAP diluted EPS was $1.21, up $0.13.
Full-year 2025 guidance raised: GAAP revenue $1.120 billion to $1.130 billion; non-GAAP EPS $4.30 to $4.50; non-GAAP adjusted free cash flow $190 million to $200 million.
About $545 million remained under the stock repurchase program as of June 30, 2025.
Blackbaud announced that Chad Anderson, previously its chief accounting officer, is now executive vice president and chief financial officer, replacing Anthony Boor, who had been CFO for 14 years and moves to executive vice president of corporate development and strategy. The change is effective April 30, 2025, and Boor will remain on the executive leadership team. The filing discloses Anderson's new salary and equity terms, and a change-in-control retention agreement.
Chad Anderson becomes EVP and CFO effective April 30, 2025, and also assumes the Principal Financial and Accounting Officer role.
Anderson's annual salary is $425,000 and his incentive equity bonus target is 75% of salary, both effective May 1, 2025.
Anderson is to receive a one-time restricted stock grant valued at $700,000 in May 2025, subject to Board approval, vesting in three equal annual installments.
If Anderson is terminated within 12 months after a change in control, the filing says he would receive 1.5 times base salary, equity acceleration and up to 12 months of COBRA premium reimbursement.
Blackbaud reported unaudited first-quarter 2025 results for the period ended March 31, 2025, with GAAP revenue of $270.7 million, down 3.1% mainly due to the divestiture of EVERFI, while non-GAAP organic revenue rose 5.8%. GAAP diluted earnings per share were $0.10, unchanged from a year earlier, and operating cash flow fell to $1.4 million. The company reaffirmed its full-year 2025 guidance, including GAAP revenue of $1.115 billion to $1.125 billion.
GAAP revenue was $270.7 million, down 3.1%; non-GAAP organic revenue increased 5.8%.
GAAP net income was $4.9 million, with GAAP diluted EPS of $0.10, unchanged from prior year; non-GAAP diluted EPS was $0.96, up $0.03.
GAAP net cash provided by operating activities was $1.4 million, a decrease of $63.2 million, driven primarily by one-time or unusual items.
Full-year 2025 guidance was reaffirmed, including non-GAAP earnings per share of $4.16 to $4.35.
Blackbaud amended the employment agreement of CEO Michael P. Gianoni, effective March 10, 2025. His annual bonus is now an equity award rather than cash, and the amendment adds a new change-in-control COBRA reimbursement benefit. For shareholders, the filing shows a change in executive pay structure and severance terms, with the bonus tied to future stock value and performance goals.
Annual bonus target is 100% of base salary, with a payout range of 0% to 200% of target, paid in restricted stock units or restricted stock.
Severance bonus component is now a lump sum based on the average equity bonus value for the prior two calendar years, replacing the prior cash-based calculation.
New benefit: up to 12 months of COBRA premium reimbursement after a qualifying change-in-control termination.
On death or disability, unvested equity awards accelerate, and the cash bonus severance payment no longer applies.
Blackbaud reported unaudited fourth-quarter and full-year 2024 results, with a GAAP net loss driven by $405.4 million in EVERFI impairment and disposition charges. Revenue grew, and full-year non-GAAP diluted EPS rose to $4.07, but the company also issued 2025 guidance with GAAP revenue of $1.115 billion to $1.125 billion, below its 2024 GAAP revenue of $1.155 billion.
Q4 2024 GAAP total revenue was $302.2 million, up 2.4%; Q4 GAAP net loss was $330.8 million, or $6.74 per diluted share.
Full-year 2024 GAAP total revenue was $1.2 billion (exact $1.155 billion), up 4.5%; full-year GAAP net loss was $283.2 million, or $5.60 per share.
Full-year 2024 non-GAAP diluted EPS was $4.07, up $0.09; 2025 guidance calls for non-GAAP EPS of $4.16 to $4.35.
The company plans to buy back 3% to 5% of its outstanding shares in 2025; about $645 million remained under its repurchase program as of December 31, 2024.
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
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