Marshall Diaz Pedrosa - 16 May 2025 Form 3 Insider Report for TYLER TECHNOLOGIES INC (TYL)

Role
Chief Administrative Officer
Signature
Randall G. Ray, attorney-in-fact
Issuer symbol
TYL
Transactions as of
16 May 2025
Net transactions value
$0
Form type
3
Filing time
20 May 2025, 11:28:13 UTC
Previous filing
23 May 2025
Next filing
09 Jun 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Diaz-Pedrosa Abigail Marshall Chief Administrative Officer ONE TYLER DRIVE, YARMOUTH Randall G. Ray, attorney-in-fact 20 May 2025 0002069267

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding TYL Common Stock 622 16 May 2025 Direct
holding TYL Common Stock 400 16 May 2025 See footnote (1) F1

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
holding TYL Option 16 May 2025 Common Stock 307 $290.17 Direct
holding TYL Option 16 May 2025 Common Stock 500 $375.85 Direct F2
holding TYL Option 16 May 2025 Common Stock 2,500 $432.12 Direct F2
holding TYL Option 16 May 2025 Common Stock 1,600 $402.00 Direct F2
holding TYL Option 16 May 2025 Common Stock 1,600 $501.87 Direct F2
holding TYL Option 16 May 2025 Common Stock 1,600 $345.87 Direct F2
holding TYL Option 16 May 2025 Common Stock 1,600 $352.23 Direct F2
holding TYL Performance-Based Restricted Stock Unit 16 May 2025 Common Stock 1,750 Direct F3, F4
holding TYL Performance-Based Restricted Stock Unit 16 May 2025 Common Stock 1,750 Direct F4, F5
holding TYL Restricted Stock Unit 16 May 2025 Common Stock 67 Direct F6, F7
holding TYL Performance-Based Restricted Stock Unit 16 May 2025 Common Stock 1,333 Direct F4, F8
holding TYL Performance-Based Restricted Stock Unit 16 May 2025 Common Stock 1,333 Direct F4, F9
holding TYL Restricted Stock Unit 16 May 2025 Common Stock 76 Direct F7, F10
holding TYL Performance-Based Restricted Stock Unit 16 May 2025 Common Stock 1,068 Direct F4, F11
holding TYL Performance-Based Restricted Stock Unit 16 May 2025 Common Stock 1,068 Direct F4, F12
holding TYL Performance-Based Restricted Stock Unit 16 May 2025 Common Stock 351 Direct F4, F13
holding TYL Restricted Stock Unit 16 May 2025 Common Stock 82 Direct F7, F14
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Indirect shares include 400 shares owned by a trust for which family members are beneficiaries and for which Mrs. Diaz-Pedrosa is a co-trustee and is deemed to have shared voting power and dispositive power.
F2 Option has graded vesting. Dates exercisable will vary with each vesting tranche.
F3 Vesting is subject to the issuer's achievement of long-term performance goals based upon cumulative recurring revenue growth over the three-year performance period ending December 31, 2025 and continued employment through March 1, 2026. 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.
F4 Each performance-based restricted stock unit represents a contingent right to receive one share of issuer common stock.
F5 Vesting is subject to the issuer's achievement of long-term performance goals based upon operating margin for the year ending December 31, 2025 and continued employment through March 1, 2026. 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.
F6 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. The issuer granted 200 restricted stock units on March 1, 2023.
F7 Each restricted stock unit represents a contingent right to receive one share of issuer common stock.
F8 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, 2026 and continued employment through March 1, 2027. 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.
F9 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, 2026 and continued employment through March 1, 2027. 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 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. The issuer granted 113 stock units on March 1, 2024.
F11 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.
F12 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.
F13 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.
F14 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. The issuer granted 82 restricted stock units on March 1, 2025.