8-K

BLACKBAUD INC (BLKB)

8-K 2025-07-30 For: 2025-07-30
View Original
Added on April 09, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 30, 2025

Blackbaud, Inc.

(Exact name of registrant as specified in its charter)

Delaware 000-50600 11-2617163
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer ID Number)

65 Fairchild Street, Charleston, South Carolina 29492

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (843) 216-6200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities Registered Pursuant to Section 12(b) of the Act:
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Title of Each Class Trading Symbol(s) Name of Each Exchange on which Registered
Common Stock, $0.001 Par Value BLKB Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On July 30, 2025, Blackbaud, Inc. (the "Company") issued a press release reporting unaudited financial results for the quarter ended June 30, 2025. A copy of this press release is attached hereto as Exhibit 99.1.

The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description
99.1 Press release dated July 30, 2025 reporting unaudited financial results for the quarter ended June 30, 2025.
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.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BLACKBAUD, INC.
Date: July 30, 2025 /s/ Chad M. Anderson
Chad M. Anderson
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)

Document

Exhibit 99.1
PRESS RELEASE

Blackbaud Announces 2025 Second Quarter Results

Company Raises Full Year 2025 Financial Guidance

Charleston, S.C. (July 30, 2025) — Blackbaud (NASDAQ: BLKB), the leading provider of software for powering social impact, today announced financial results for its second quarter ended June 30, 2025.

"I continue to be very pleased with Blackbaud’s significant improvement in growth and profitability since 2020, and our very strong second quarter and first half of 2025 results are a further testament to the power of our people, our products and our position in the marketplace serving the social impact sector," said Mike Gianoni, president, CEO and vice chairman of the board of directors, Blackbaud. "In fact, in the second quarter, we significantly exceeded the Rule of 40, delivering our highest quarterly performance in this metric in the Company’s history. This result demonstrates that Blackbaud is well positioned to continue improving our results on the Rule of 40 as we move to a Rule of 45."

Second Quarter 2025 Results Compared to Second Quarter 2024 Results:

•GAAP total revenue was $281.4 million, down 2.1% (driven by divestiture of EVERFI) and non-GAAP organic revenue increased 6.8%.

•GAAP recurring revenue was $275.6 million, down 2.0% (driven by divestiture of EVERFI) and represented 98.0% of total revenue. Non-GAAP organic recurring revenue increased 6.9%.

•GAAP income from operations was $56.7 million, with GAAP operating margin of 20.1%, an increase of 540 basis points.

•Non-GAAP income from operations was $94.3 million, with non-GAAP operating margin of 33.5%, an increase of 350 basis points.

•GAAP net income was $26.0 million, with GAAP diluted earnings per share of $0.54, up $0.12 per share.

•Non-GAAP net income was $58.2 million, with non-GAAP diluted earnings per share of $1.21, up $0.13 per share.

•Non-GAAP adjusted EBITDA was $108.5 million, up $5.9 million, with non-GAAP adjusted EBITDA margin of 38.5%, an increase of 280 basis points.

•Rule of 40 score of 45.3%.

•GAAP net cash provided by operating activities was $66.9 million, an increase of $13.1 million, with GAAP operating cash flow margin of 23.8%, an increase of 510 basis points.

•Non-GAAP free cash flow was $51.5 million, an increase of $18.9 million, with non-GAAP free cash flow margin of 18.3%, an increase of 690 basis points.

•Non-GAAP adjusted free cash flow was $53.1 million, an increase of $16.7 million, with non-GAAP adjusted free cash flow margin of 18.9%, an increase of 620 basis points.

"We are raising our full-year 2025 financial guidance across all key metrics, driven by our strong performance in the first half of the year," said Chad Anderson, executive vice president and CFO, Blackbaud. "Our outperformance in both revenue and profitability reflects our disciplined operational execution, ongoing productivity improvements, and the strength of our financial model. We remain focused on delivering greater value to our customers and shareholders—both now and in the future."

An explanation of all non-GAAP financial measures referenced in this press release, including the Rule of 40, is included below under the heading "Non-GAAP Financial Measures." A reconciliation of the company's non-GAAP

PRESS RELEASE

financial measures to their most directly comparable GAAP measures has been provided in the financial statement tables included below in this press release.

Recent Company Highlights

•Blackbaud has welcomed Salesforce veteran Bill Fort as senior vice president of North America sales.

•At its annual developer’s conference, Blackbaud equipped developers with cutting edge AI skills and announced the company's vision for Agentic AI to help customers unlock new levels of effectiveness and deeper connections across critical fundraising operations like donor cultivation, stewardship, and sustainer management.

•In addition, at its May Product Update Briefings, Blackbaud showcased its Intelligence for Good® AI strategy, highlighting how powerful, responsible AI is being integrated directly within products.

•Blackbaud and Constant Contact rolled out a strategic integration to enable social impact customers to reach and engage supporters more effectively using leading email, SMS, social media and other digital marketing functions, all through an embedded experience in Blackbaud Raiser’s Edge NXT®.

•The Blackbaud Institute released a 2025 Status of Fundraising report, showing the growing recognition of technology, including AI, within social impact and its impact on fundraising revenue growth and success.

•Blackbaud released its 2024 Impact Report, sharing how the company has advanced its environmental, social and governance priorities in the past year, and Blackbaud was also named one of Newsweek’s World’s Greenest Companies 2025.

•Blackbaud announced keynote speakers and sessions for bbcon 2025, happening Oct. 6-8 in Philadelphia.

Visit www.blackbaud.com/newsroom for more information about Blackbaud’s recent highlights.

Financial Outlook

Blackbaud today raised its 2025 full year financial guidance (does not contemplate future impact of the One Big Beautiful Bill Act):

•GAAP revenue of $1.120 billion to $1.130 billion

•Non-GAAP adjusted EBITDA margin of 35.4% to 36.2%

•Non-GAAP earnings per share of $4.30 to $4.50

•Non-GAAP adjusted free cash flow of $190 million to $200 million

Included in its 2025 full year financial guidance are the following updated assumptions:

•Non-GAAP annualized effective tax rate is expected to be approximately 24.5%

•Interest expense for the year is expected to be approximately $65 million to $69 million

•Fully diluted shares for the year are expected to be approximately 48.5 million to 49.5 million

•Capital expenditures for the year are expected to be approximately $55 million to $65 million, including approximately $50 million to $60 million of capitalized software development costs

Blackbaud has not reconciled forward-looking full-year non-GAAP financial measures contained in this news release to their most directly comparable GAAP measures, as permitted by Item 10(e)(1)(i)(B) of Regulation S-K. Such reconciliations would require unreasonable efforts at this time to estimate and quantify with a reasonable degree of certainty various necessary GAAP components, including for example those related to compensation, acquisition transactions and integration, tax items or others that may arise during the year. These components and

PRESS RELEASE

other factors could materially impact the amount of the future directly comparable GAAP measures, which may differ significantly from their non-GAAP counterparts.

In order to provide a meaningful basis for comparison, Blackbaud uses non-GAAP adjusted free cash flow in analyzing its operating performance. Non-GAAP adjusted free cash flow is defined as operating cash flow less capital expenditures, including costs required to be capitalized for software development, capital expenditures for property and equipment, plus cash outflows related to the previously disclosed Security Incident discovered in May 2020 (the "Security Incident"). Please refer to the section below titled "Non-GAAP Financial Measures" for more information on Blackbaud's use of non-GAAP financial measures.

Stock Repurchase Program

As of June 30, 2025, Blackbaud had approximately $545 million remaining under its common stock repurchase program that was expanded, replenished and reauthorized in July 2024.

Reclassifications

Our revenue from "recurring" and "one-time services and other" have been combined within "revenue" beginning in 2025 due to the immateriality of our one-time services and other revenue. In order to provide comparability between periods presented, our “recurring“ and “one-time services and other" revenue lines have been combined within “revenue" in the previously reported consolidated statements of comprehensive income to conform to the presentation of the current period. Similarly, "cost of recurring" and "cost of one-time services and other" have been combined within "cost of revenue" in the previously reported consolidated statements of comprehensive income to conform to the presentation of the current period.

Conference Call Details

What:    Blackbaud's 2025 Second Quarter Conference Call

When:    July 30, 2025

Time:     8:00 a.m. (Eastern Time)

Live Call:     1-877-407-3088 (US/Canada)

Webcast:    Blackbaud's Investor Relations Webpage

About Blackbaud

Blackbaud (NASDAQ: BLKB) is the leading software provider exclusively dedicated to powering social impact. Serving the nonprofit and education sectors, companies committed to social responsibility and individual change makers, Blackbaud's essential software is built to accelerate impact in fundraising, nonprofit financial management, digital giving, grantmaking, corporate social responsibility and education management. With millions of users and over $100 billion raised, granted or managed through Blackbaud platforms every year, Blackbaud's solutions are unleashing the potential of the people and organizations who change the world. Blackbaud has been named to Newsweek’s list of America’s Most Responsible Companies, Quartz’s list of Best Companies for Remote Workers and Forbes’ list of America’s Best Employers. A remote-first company, Blackbaud has operations in the United States, Australia, Canada, Costa Rica, India and the United Kingdom, supporting users in 100+ countries. Learn more at www.blackbaud.com, or follow us on X/Twitter, LinkedIn, Instagram, and Facebook.

Investor Contact
IR@blackbaud.com
Media Contact
media@blackbaud.com PRESS RELEASE
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Forward-Looking Statements

Except for historical information, all of the statements, expectations, and assumptions contained in this news release are forward-looking statements which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding the predictability of our financial condition and results of operations. These statements involve a number of risks and uncertainties. Although Blackbaud attempts to be accurate in making these forward-looking statements, it is possible that future circumstances might differ from the assumptions on which such statements are based. In addition, other important factors that could cause results to differ materially include the following: management of integration of acquired companies; uncertainty regarding increased business and renewals from existing customers; a shifting revenue mix that may impact gross margin; continued success in sales growth; cybersecurity and data protection risks and related liabilities; potential litigation involving us; and the other risk factors set forth from time to time in the SEC filings for Blackbaud, copies of which are available free of charge at the SEC’s website at www.sec.gov or upon request from Blackbaud's investor relations department. Blackbaud assumes no obligation and does not intend to update these forward-looking statements, except as required by law.

Trademarks

All Blackbaud product names appearing herein are trademarks or registered trademarks of Blackbaud, Inc.

Non-GAAP Financial Measures

Blackbaud has provided in this release financial information that has not been prepared in accordance with GAAP. Blackbaud uses non-GAAP financial measures internally in analyzing its operational performance. Accordingly, Blackbaud believes these non-GAAP measures are useful to investors, as a supplement to GAAP measures, in evaluating its ongoing operational performance and trends and in comparing its financial results from period-to-period with other companies in Blackbaud's industry, many of which present similar non-GAAP financial measures to investors. However, these non-GAAP financial measures may not be completely comparable to similarly titled measures of other companies due to potential differences in the exact method of calculation between companies.

The non-GAAP financial measures discussed above exclude the impact of certain transactions that Blackbaud believes are not directly related to its operating performance in any particular period, but are for its long-term benefit over multiple periods. Blackbaud believes these non-GAAP financial measures reflect its ongoing business in a manner that allows for meaningful period-to-period comparisons and analysis of trends in its business.

While Blackbaud believes these non-GAAP measures provide useful supplemental information, non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Investors are encouraged to review the reconciliations of these non-GAAP measures to their most directly comparable GAAP financial measures.

Non-GAAP free cash flow is defined as operating cash flow less capital expenditures, including costs required to be capitalized for software development, and capital expenditures for property and equipment. In addition, and in order to provide a meaningful basis for comparison, Blackbaud also uses non-GAAP adjusted free cash flow in analyzing its operating performance. Non-GAAP adjusted free cash flow is defined as operating cash flow less capital expenditures, including costs required to be capitalized for software development, and capital expenditures for property and equipment, plus cash outflows related to the Security Incident. Blackbaud believes non-GAAP free cash flow and non-GAAP adjusted free cash flow provide useful measures of the company's operating performance. Non-GAAP free cash flow and Non-GAAP adjusted free cash flow are not intended to represent and should not be viewed as the amount of residual cash flow available for discretionary expenditures.

PRESS RELEASE

In addition, Blackbaud uses non-GAAP organic revenue growth, non-GAAP organic revenue growth on a constant currency basis, non-GAAP organic recurring revenue growth and non-GAAP organic recurring revenue growth on a constant currency basis, in analyzing its operating performance. Blackbaud believes that these non-GAAP measures are useful to investors, as a supplement to GAAP measures, for evaluating the periodic growth of its business on a consistent basis. Each of these measures excludes incremental acquisition-related revenue attributable to companies, if any, acquired in the current fiscal year. For companies acquired in the immediately preceding fiscal year, each of these measures reflects presentation of full-year incremental non-GAAP revenue derived from such companies as if they were combined throughout the prior period. In addition, each of these measures excludes prior period revenue associated with divested businesses. The exclusion of the prior period revenue is to present the results of the divested businesses within the results of the combined company for the same period of time in both the prior and current periods. Blackbaud believes this presentation provides a more comparable representation of its current business’ organic revenue growth and revenue run-rate.

Rule of 40 is defined as non-GAAP organic revenue growth plus non-GAAP adjusted EBITDA margin. Non-GAAP adjusted EBITDA is defined as GAAP net income plus interest, net; income tax provision (benefit); depreciation; amortization of intangible assets from business combinations; amortization of software development costs; stock-based compensation; employee severance; acquisition and disposition-related costs; Security Incident-related costs; and impairment and disposition charges.

Blackbaud, Inc.

Consolidated Balance Sheets

(Unaudited)

(dollars in thousands, except per share amounts) June 30,<br>2025 December 31,<br>2024
Assets
Current assets:
Cash and cash equivalents $ 41,566 $ 67,628
Restricted cash 870,248 741,884
Accounts receivable, net of allowance of $7,131 and $5,228 at June 30, 2025 and December 31, 2024, respectively 145,237 83,539
Customer funds receivable 5,696 1,970
Prepaid expenses and other current assets 91,222 81,287
Total current assets 1,153,969 976,308
Property and equipment, net 83,052 91,926
Operating lease right-of-use assets 5,266 26,554
Software development costs, net 153,604 148,319
Goodwill 1,057,927 1,052,506
Intangible assets, net 120,791 132,881
Other assets 54,784 67,221
Total assets $ 2,629,393 $ 2,495,715
Liabilities and stockholders’ equity
Current liabilities:
Trade accounts payable $ 42,664 $ 50,810
Accrued expenses and other current liabilities 40,863 75,543
Due to customers 874,757 742,340
Debt, current portion 22,566 23,875
Deferred revenue, current portion 399,207 359,529
Total current liabilities 1,380,057 1,252,097
Debt, net of current portion 1,136,112 1,051,110
Deferred tax liability 9,773 9,518
Deferred revenue, net of current portion 2,179 2,015
Operating lease liabilities, net of current portion 5,526 34,186
Other liabilities 7,796 4,796
Total liabilities 2,541,443 2,353,722
Commitments and contingencies
Stockholders’ equity:
Preferred stock; 20,000,000 shares authorized, none outstanding
Common stock, $0.001 par value; 180,000,000 shares authorized, 72,263,568 and 70,943,373 shares issued at June 30, 2025 and December 31, 2024, respectively; 48,506,643 and 49,245,588 shares outstanding at June 30, 2025 and December 31, 2024, respectively 72 71
Additional paid-in capital 1,347,234 1,291,442
Treasury stock, at cost; 23,756,925 and 21,697,785 shares at June 30, 2025 and December 31, 2024, respectively (1,199,608) (1,060,348)
Accumulated other comprehensive loss (6,292) (4,869)
Accumulated deficit (53,456) (84,303)
Total stockholders’ equity 87,950 141,993
Total liabilities and stockholders’ equity $ 2,629,393 $ 2,495,715

Blackbaud, Inc.

Consolidated Statements of Comprehensive Income

(Unaudited)

(dollars in thousands, except per share amounts) Three months ended<br>June 30, Six months ended<br>June 30,
2025 2024 2025 2024
Revenue $ 281,382 $ 287,286 $ 552,043 $ 566,536
Cost of revenue 113,633 124,700 228,448 250,906
Gross profit 167,749 162,586 323,595 315,630
Operating expenses
Sales, marketing and customer success 44,046 47,081 88,690 97,946
Research and development 33,595 39,068 67,154 81,870
General and administrative 32,856 33,443 89,535 81,197
Amortization of intangible assets 566 902 1,100 1,806
Total operating expenses 111,063 120,494 246,479 262,819
Income from operations 56,686 42,092 77,116 52,811
Interest expense (18,411) (15,715) (35,356) (25,991)
Other income, net 1,118 3,310 3,223 6,657
Income before provision for income taxes 39,393 29,687 44,983 33,477
Income tax provision 13,413 7,883 14,136 6,427
Net income $ 25,980 $ 21,804 $ 30,847 $ 27,050
Earnings per share
Basic $ 0.54 $ 0.43 $ 0.64 $ 0.53
Diluted $ 0.54 $ 0.42 $ 0.63 $ 0.52
Common shares and equivalents outstanding
Basic weighted average shares 47,784,062 50,747,337 48,104,780 51,399,853
Diluted weighted average shares 48,248,057 51,677,418 48,786,793 52,371,927
Other comprehensive income (loss)
Foreign currency translation adjustment $ 7,324 $ 339 $ 10,583 $ (846)
Unrealized (loss) gain on derivative instruments, net of tax (5,314) (1,386) (12,006) 2,709
Total other comprehensive income (loss) 2,010 (1,047) (1,423) 1,863
Comprehensive income $ 27,990 $ 20,757 $ 29,424 $ 28,913

Blackbaud, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

Six months ended<br>June 30,
(dollars in thousands) 2025 2024
Cash flows from operating activities
Net income $ 30,847 $ 27,050
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 43,346 60,553
Provision for credit losses and sales returns 3,780 519
Stock-based compensation expense 49,422 57,856
Deferred taxes (653) (18,810)
Amortization of deferred financing costs and discount 1,346 984
Loss on disposition of businesses 1,561
Other non-cash adjustments (5,407) 2,462
Changes in operating assets and liabilities, net of acquisition and disposal of businesses:
Accounts receivable (64,984) (53,062)
Prepaid expenses and other assets (8,910) (2,473)
Trade accounts payable (8,408) 19,146
Accrued expenses and other liabilities (10,208) (13,579)
Deferred revenue 38,158 36,228
Net cash provided by operating activities 68,329 118,435
Cash flows from investing activities
Purchase of property and equipment (1,311) (6,118)
Capitalized software development costs (27,787) (28,392)
Cash used in disposition of business (12,235) (1,179)
Other investing activities (5,029)
Net cash used in investing activities (41,333) (40,718)
Cash flows from financing activities
Proceeds from issuance of debt 272,300 1,211,600
Payments on debt (187,666) (966,680)
Debt issuance costs (6,458)
Employee taxes paid for withheld shares upon equity award settlement (38,655) (54,483)
Change in due to customers 128,582 106,851
Change in customer funds receivable (3,262) (2,577)
Purchase of treasury stock, including excise tax payments (103,205) (262,596)
Net cash provided by financing activities 68,094 25,657
Effect of exchange rate on cash, cash equivalents and restricted cash 7,212 (523)
Net increase in cash, cash equivalents and restricted cash 102,302 102,851
Cash, cash equivalents and restricted cash, beginning of period 809,512 728,257
Cash, cash equivalents and restricted cash, end of period $ 911,814 $ 831,108

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown above in the consolidated statements of cash flows:

(dollars in thousands) June 30,<br>2025 December 31,<br>2024
Cash and cash equivalents $ 41,566 $ 67,628
Restricted cash 870,248 741,884
Total cash, cash equivalents and restricted cash in the statement of cash flows $ 911,814 $ 809,512

Blackbaud, Inc.

Reconciliation of GAAP to Non-GAAP Financial Measures

(Unaudited)

(dollars in thousands, except per share amounts) Three months ended<br>June 30, Six months ended<br>June 30,
2025 2024 2025 2024
GAAP Revenue $ 281,382 $ 287,286 $ 552,043 $ 566,536
GAAP gross profit $ 167,749 $ 162,586 $ 323,595 $ 315,630
GAAP gross margin 59.6 % 56.6 % 58.6 % 55.7 %
Non-GAAP adjustments:
Add: Stock-based compensation expense 3,250 3,377 5,948 7,151
Add: Amortization of intangibles from business combinations 7,020 14,639 14,072 29,302
Add: Employee severance 302 302
Subtotal 10,572 18,016 20,322 36,453
Non-GAAP gross profit $ 178,321 $ 180,602 $ 343,917 $ 352,083
Non-GAAP gross margin 63.4 % 62.9 % 62.3 % 62.1 %
GAAP income from operations $ 56,686 $ 42,092 $ 77,116 $ 52,811
GAAP operating margin 20.1 % 14.7 % 14.0 % 9.3 %
Non-GAAP adjustments:
Add: Stock-based compensation expense 27,252 24,286 49,422 57,856
Add: Amortization of intangibles from business combinations 7,586 15,541 15,172 31,108
Add: Employee severance 2,147 2,147
Add: Acquisition and disposition-related costs(1) 264 2,398 25,396 4,653
Add: Security Incident-related costs(2) 395 1,822 2,575 12,145
Subtotal 37,644 44,047 94,712 105,762
Non-GAAP income from operations $ 94,330 $ 86,139 $ 171,828 $ 158,573
Non-GAAP operating margin 33.5 % 30.0 % 31.1 % 28.0 %
GAAP income before provision for income taxes $ 39,393 $ 29,687 $ 44,983 $ 33,477
GAAP net income $ 25,980 $ 21,804 $ 30,847 $ 27,050
Shares used in computing GAAP diluted earnings per share 48,248,057 51,677,418 48,786,793 52,371,927
GAAP diluted earnings per share $ 0.54 $ 0.42 $ 0.63 $ 0.52
Non-GAAP adjustments:
Add: GAAP income tax provision 13,413 7,883 14,136 6,427
Add: Total non-GAAP adjustments affecting income from operations 37,644 44,047 94,712 105,762
Non-GAAP income before provision for income taxes 77,037 73,734 139,695 139,239
Assumed non-GAAP income tax provision(3) 18,874 18,065 34,225 34,114
Non-GAAP net income $ 58,163 $ 55,669 $ 105,470 $ 105,125
Shares used in computing non-GAAP diluted earnings per share 48,248,057 51,677,418 48,786,793 52,371,927
Non-GAAP diluted earnings per share $ 1.21 $ 1.08 $ 2.16 $ 2.01

(1)Includes charges of $24.3 million incurred during the six months ended June 30, 2025 related to the release from our lease for office space in Washington, DC (which was acquired as part of our acquisition of EVERFI in December 2021).

(2)Includes Security Incident-related costs incurred during the three months ended June 30, 2025 which were insignificant for on-going legal fees, during the six months ended June 30, 2025 of $2.6 million, which included approximately $1.1 million in aggregate accruals for loss contingencies and during the three and six months ended June 30, 2024 of $1.8 million and $12.1 million, respectively, which included approximately $0.0 million and $7.0 million, respectively, in aggregate accruals for loss contingencies. Recorded expenses consisted primarily of payments to third-party service providers and consultants, including legal fees, as well as settlements of customer claims, negotiated settlements and accruals for certain loss contingencies. Not included in this adjustment were costs associated with enhancements to our cybersecurity program. As of June 30, 2025, we have recorded approximately $1.6 million in aggregate liabilities for loss contingencies that we believed we could reasonably estimate in accordance with our loss contingency procedures. Our liabilities for loss contingencies are recorded in accrued expenses and other current liabilities on our unaudited, condensed consolidated balance sheets. It is reasonably possible that our estimated actual losses may change in the near term for those matters, but we believe that they are not reasonably likely, either separately or in the aggregate, to have a material adverse impact on our results of operations, cash flows or financial condition.

(3)We apply a non-GAAP effective tax rate of 24.5% when calculating non-GAAP net income and non-GAAP diluted earnings per share.

Blackbaud, Inc.

Reconciliation of GAAP to Non-GAAP Financial Measures (continued)

(Unaudited)

(dollars in thousands) Three months ended<br>June 30, Six months ended<br>June 30,
2025 2024 2025 2024
GAAP revenue $ 281,382 $ 287,286 $ 552,043 $ 566,536
GAAP revenue growth (2.1) % (2.6) %
Less: Non-GAAP revenue from divested businesses(1) (23,756) (47,165)
Non-GAAP organic revenue(2) $ 281,382 $ 263,530 $ 552,043 $ 519,371
Non-GAAP organic revenue growth 6.8 % 6.3 %
Non-GAAP organic revenue(2) $ 281,382 $ 263,530 $ 552,043 $ 519,371
Foreign currency impact on non-GAAP organic revenue(3) (1,910) (1,612)
Non-GAAP organic revenue on constant currency basis(3) $ 279,472 $ 263,530 $ 550,431 $ 519,371
Non-GAAP organic revenue growth on constant currency basis 6.0 % 6.0 %
GAAP recurring revenue $ 275,631 $ 281,376 $ 539,681 $ 552,894
GAAP recurring revenue growth (2.0) % (2.4) %
Less: Non-GAAP recurring revenue from divested businesses(1) (23,418) (45,472)
Non-GAAP organic recurring revenue(2) $ 275,631 $ 257,958 $ 539,681 $ 507,422
Non-GAAP organic recurring revenue growth 6.9 % 6.4 %
Non-GAAP organic recurring revenue(1) $ 275,631 $ 257,958 $ 539,681 $ 507,422
Foreign currency impact on non-GAAP organic recurring revenue(3) (1,894) (1,617)
Non-GAAP organic recurring revenue on constant currency basis(3) $ 273,737 $ 257,958 $ 538,064 $ 507,422
Non-GAAP organic recurring revenue growth on constant currency basis 6.1 % 6.0 %

(1)Non-GAAP revenue from divested businesses excludes revenue associated with divested businesses in the prior period. The exclusion of the prior period revenue is to present the results of the divested business with the results of the combined company for the same period of time in both the prior and current periods.

(2)Non-GAAP organic revenue and non-GAAP organic recurring revenue for the prior year periods presented herein may not agree to non-GAAP organic revenue and non-GAAP organic recurring revenue presented in the respective prior period quarterly financial information solely due to the manner in which non-GAAP organic revenue growth and non-GAAP organic recurring revenue growth are calculated.

(3)To determine non-GAAP organic revenue growth and non-GAAP organic recurring revenue growth on a constant currency basis, revenues from entities reporting in foreign currencies were translated to U.S. Dollars using the comparable prior period's quarterly weighted average foreign currency exchange rates. The primary foreign currencies creating the impact are the Australian Dollar, British Pound, Canadian Dollar and Euro.

Blackbaud, Inc.

Reconciliation of GAAP to Non-GAAP Financial Measures (continued)

(Unaudited)

(dollars in thousands) Three months ended<br>June 30, Six months ended<br>June 30,
2025 2024 2025 2024
GAAP net income $ 25,980 $ 21,804 $ 30,847 $ 27,050
Non-GAAP adjustments:
Add: Interest, net 16,443 12,900 31,733 21,128
Add: GAAP income tax provision 13,413 7,883 14,136 6,427
Add: Depreciation 2,667 3,253 5,642 6,328
Add: Amortization of intangibles from business combinations 7,586 15,541 15,172 31,108
Add: Amortization of software development costs(1) 12,304 12,639 24,176 24,729
Subtotal 52,413 52,216 90,859 89,720
Non-GAAP EBITDA $ 78,393 $ 74,020 $ 121,706 $ 116,770
Non-GAAP EBITDA margin(2) 27.9 % 22.0 %
Non-GAAP adjustments:
Add: Stock-based compensation expense $ 27,252 $ 24,286 $ 49,422 $ 57,856
Add: Employee severance 2,147 2,147
Add: Acquisition and disposition-related costs(3) 264 2,398 25,396 4,653
Add: Security Incident-related costs(3) 395 1,822 2,575 12,145
Subtotal 30,058 28,506 79,540 74,654
Non-GAAP adjusted EBITDA $ 108,451 $ 102,526 $ 201,246 $ 191,424
Non-GAAP adjusted EBITDA margin(4) 38.5 % 36.5 %
Rule of 40(5) 45.3 % 42.8 %
Non-GAAP adjusted EBITDA $ 108,451 $ 102,526 $ 201,246 $ 191,424
Foreign currency impact on Non-GAAP adjusted EBITDA(6) (1,096) (88) (891) (503)
Non-GAAP adjusted EBITDA on constant currency basis(6) $ 107,355 $ 102,438 $ 200,355 $ 190,921
Non-GAAP adjusted EBITDA margin on constant currency basis 38.4 % 36.4 %
Rule of 40 on constant currency basis(7) 44.4 % 42.4 %

(1)Includes amortization expense related to software development costs, and amortization expense from capitalized cloud computing implementation costs.

(2)Measured by GAAP revenue divided by non-GAAP EBITDA.

(3)See additional details in the reconciliation of GAAP to Non-GAAP operating income above.

(4)Measured by non-GAAP organic revenue divided by non-GAAP adjusted EBITDA.

(5)Measured by non-GAAP organic revenue growth plus non-GAAP adjusted EBITDA margin. See Non-GAAP organic revenue growth table above.

(6)To determine non-GAAP adjusted EBITDA on a constant currency basis, non-GAAP adjusted EBITDA from entities reporting in foreign currencies were translated to U.S. Dollars using the comparable prior period's quarterly weighted average foreign currency exchange rates. The primary foreign currencies creating the impact are the Australian Dollar, British Pound, Canadian Dollar and Euro.

(7)Measured by non-GAAP organic revenue growth on constant currency basis plus non-GAAP adjusted EBITDA margin on constant currency basis.

(dollars in thousands) Six months ended<br>June 30,
2025 2024
GAAP net cash provided by operating activities $ 68,329 $ 118,435
GAAP operating cash flow margin 12.4 % 20.9 %
Non-GAAP adjustments:
Less: purchase of property and equipment (1,311) (6,118)
Less: capitalized software development costs (27,787) (28,392)
Non-GAAP free cash flow $ 39,231 $ 83,925
Non-GAAP free cash flow margin 7.1 % 14.8 %
Non-GAAP adjustments:
Add: Security Incident-related cash flows 2,473 5,822
Non-GAAP adjusted free cash flow $ 41,704 $ 89,747
Non-GAAP adjusted free cash flow margin 7.6 % 15.8 %

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