Blackbaud Inc. has entered into an Amended and Restated Employment and Noncompetition Agreement with CEO and President Michael P. Gianoni, effective December 17, 2025. Under the new agreement, if Mr. Gianoni’s employment is terminated without cause or he resigns with good reason, he will receive accrued compensation, settlement of any vested but unsettled Equity Bonus Awards, 24 months of base salary, and a lump sum cash payment based on the average value of Equity Bonus Awards from the previous two years, pro-rated for his employment during the year of termination. The agreement also provides for accelerated vesting of certain equity awards, including 12 months of additional vesting for time-based awards and accelerated vesting of performance-based awards if performance periods end within 12 months of termination. In the event of a change in control, Mr. Gianoni will be entitled to similar compensation and full accelerated vesting of all unvested equity awards. He is also eligible for ongoing executive benefits, insurance, and up to $25,000 reimbursement for legal expenses related to the agreement.