Brian K. Miller - Mar 1, 2025 Form 4 Insider Report for TYLER TECHNOLOGIES INC (TYL)

Signature
Randall G. Ray, attorney-in-fact
Stock symbol
TYL
Transactions as of
Mar 1, 2025
Transactions value $
-$1,204,424
Form type
4
Date filed
3/4/2025, 05:27 PM
Previous filing
Dec 17, 2024
Next filing
Mar 6, 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TYL Common Stock Options Exercise +3.75K +31.47% 15.7K Mar 1, 2025 Direct F1
transaction TYL Common Stock Tax liability -$843K -1.39K -8.85% $608.43 14.3K Mar 1, 2025 Direct
transaction TYL Common Stock Options Exercise +1.05K +7.33% 15.3K Mar 1, 2025 Direct F1
transaction TYL Common Stock Tax liability -$160K -262 -1.71% $608.43 15.1K Mar 1, 2025 Direct
transaction TYL Common Stock Options Exercise +463 +3.07% 15.5K Mar 1, 2025 Direct F2
transaction TYL Common Stock Tax liability -$111K -182 -1.17% $608.43 15.3K Mar 1, 2025 Direct
transaction TYL Common Stock Options Exercise +378 +2.46% 15.7K Mar 1, 2025 Direct F2
transaction TYL Common Stock Tax liability -$90.5K -149 -0.95% $608.43 15.6K Mar 1, 2025 Direct
holding TYL Common Stock 26.8K Mar 1, 2025 See footnote (3) F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction TYL Performance-Based Restricted Stock Unit Options Exercise $0 -3.75K -100% $0.00 0 Mar 1, 2025 Common Stock 3.75K Direct F1, F4
transaction TYL Performance-Based Restricted Stock Unit Options Exercise $0 -1.05K -100% $0.00 0 Mar 1, 2025 Common Stock 1.05K Direct F1, F5
transaction TYL Restricted Stock Unit Options Exercise $0 -463 -49.95% $0.00 464 Mar 1, 2025 Common Stock 463 Direct F2, F6
transaction TYL Restricted Stock Unit Options Exercise $0 -378 -33.33% $0.00 756 Mar 1, 2025 Common Stock 378 Direct F2, F7
transaction TYL Performance-Based Restricted Stock Unit Award $0 +2.47K $0.00 2.47K Mar 1, 2025 Common Stock 2.47K Direct F8, F9
transaction TYL Performance-Based Restricted Stock Unit Award $0 +2.47K $0.00 2.47K Mar 1, 2025 Common Stock 2.47K Direct F8, F10
transaction TYL Performance-Based Restricted Stock Unit Award $0 +698 $0.00 698 Mar 1, 2025 Common Stock 698 Direct F8, F11
transaction TYL Restricted Stock Unit Award $0 +821 $0.00 821 Mar 1, 2025 Common Stock 821 Direct F12, F13
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Performance-based restricted stock units convert into common stock on a one-to-one basis.
F2 Restricted stock units convert into common stock on a one-to-one basis.
F3 Includes shares owned indirectly by the reporting person as follows: (a) 17,455 shares owned indirectly, which are owned by a family trust for which the reporting person's spouse is the beneficiary and trustee; (b) 4,583 shares owned indirectly, which are owned by a family trust for which one of the reporting person's children is a beneficiary and the reporting person is the trustee; and (c) 4,743 shares owned indirectly, which are owned by a family trust for which one of the reporting person's children is a beneficiary and the reporting person is the trustee.
F4 On March 1, 2022, the reporting person was granted performance-based restricted stock units based upon cumulative recurring revenue growth over a three-year period ending on December 31, 2024 and continued employment through March 1, 2025. The number of vested units settled by the issuer in issuer common stock on such date reflects actual performance equal to 100% of target performance (whereas the number of units originally reported in connection with the grant reflected assumed target performance).
F5 On March 1, 2024, the reporting person was granted performance-based restricted stock units based upon non-GAAP earnings per share for the one-year period ending December 31, 2024. The number of vested units settled by the issuer in issuer common stock on March 1, 2025 reflects actual performance equal to 150% of target performance (whereas the number of units originally reported in connection with the grant reflected assumed target performance).
F6 On March 1, 2023, the reporting person was granted 1,390 restricted stock units, to vest in equal installments on each of the first, second, and third anniversaries of the date of grant, and settled by the issuer on the respective anniversary dates, subject to the terms and conditions of the Issuer's 2018 Stock Incentive Plan.
F7 On March 1, 2024, the reporting person was granted 1,134 restricted stock units, to vest in equal installments on each of the first, second, and third anniversaries of the date of grant, and settled by the issuer on the respective anniversary dates, subject to the terms and conditions of the Issuer's 2018 Stock Incentive Plan.
F8 Each performance-based restricted stock unit represents a contingent right to receive one share of issuer common stock.
F9 Vesting is subject to the issuer's achievement of long-term performance goals based upon cumulative non-GAAP adjusted recurring revenue growth over the three-year performance period ending December 31, 2027 and continued employment through March 1, 2028. The number of vested restricted stock units will be settled by the issuer in issuer common stock on such date. The stated number of restricted stock units awarded reflects target performance. Depending upon actual performance during the performance period, the actual number of restricted stock units vested may range from 0% to 150% of the restricted stock units awarded.
F10 Vesting is subject to the issuer's achievement of long-term performance goals based upon non-GAAP net operating margin for the year ending December 31, 2027 and continued employment through March 1, 2028. The number of vested restricted stock units will be settled by the issuer in issuer common stock on such date. The stated number of restricted stock units awarded reflects target performance. Depending upon actual performance during the performance period, the actual number of restricted stock units vested may range from 0% to 150% of the restricted stock units awarded.
F11 Vesting is subject to the issuer's achievement of short-term performance goals based upon non-GAAP earnings per share for the one-year performance period ending December 31, 2025. The number of vested restricted stock units will be settled by the issuer in issuer common stock on March 1, 2026. The stated number of restricted stock units awarded reflects target performance. Depending upon actual performance during the performance period, the actual number of restricted stock units vested may range from 0% to 150% of the restricted stock units awarded.
F12 Each restricted stock unit represents a contingent right to receive one share of issuer common stock.
F13 The restricted stock units vest in equal installments on each of the first, second, and third anniversaries of the date of grant and will be settled by the issuer on such dates, subject to the terms and conditions of the issuer's 2018 Stock Incentive Plan.