Brian K. Miller - 01 Mar 2026 Form 4 Insider Report for TYLER TECHNOLOGIES INC (TYL)

Signature
Randall G. Ray, attorney-in-fact
Issuer symbol
TYL
Transactions as of
01 Mar 2026
Net transactions value
-$1,876,052
Form type
4
Filing time
03 Mar 2026, 15:36:28 UTC
Previous filing
17 Dec 2025

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
MILLER BRIAN K Executive VP and CFO 5101 TENNYSON PARKWAY, PLANO Randall G. Ray, attorney-in-fact 03 Mar 2026 0001086072

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TYL Common Stock Options Exercise +4,771 +30% 20,919 01 Mar 2026 Direct F1
transaction TYL Common Stock Tax liability $665,891 -1,877 -9% $354.69 19,042 01 Mar 2026 Direct
transaction TYL Common Stock Options Exercise +7,156 +38% 26,198 01 Mar 2026 Direct F1
transaction TYL Common Stock Tax liability $925,267 -2,609 -10% $354.69 23,589 01 Mar 2026 Direct
transaction TYL Common Stock Options Exercise +1,437 +6.1% 25,026 01 Mar 2026 Direct F1
transaction TYL Common Stock Tax liability $129,273 -364 -1.5% $354.69 24,661 01 Mar 2026 Direct
transaction TYL Common Stock Options Exercise +464 +1.9% 25,125 01 Mar 2026 Direct F2
transaction TYL Common Stock Tax liability $64,761 -183 -0.73% $354.69 24,943 01 Mar 2026 Direct
transaction TYL Common Stock Options Exercise +378 +1.5% 25,321 01 Mar 2026 Direct F2
transaction TYL Common Stock Tax liability $52,758 -149 -0.59% $354.69 25,172 01 Mar 2026 Direct
transaction TYL Common Stock Options Exercise +273 +1.1% 25,445 01 Mar 2026 Direct F2
transaction TYL Common Stock Tax liability $38,103 -107 -0.42% $354.69 25,338 01 Mar 2026 Direct
holding TYL Common Stock 13,695 01 Mar 2026 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 -4,771 -100% $0.000000 0 01 Mar 2026 Common Stock 4,771 Direct F1, F4
transaction TYL Performance-Based Restricted Stock Unit Options Exercise $0 -7,156 -100% $0.000000 0 01 Mar 2026 Common Stock 7,156 Direct F1, F5
transaction TYL Performance-Based Restricted Stock Unit Options Exercise $0 -1,437 -100% $0.000000 0 01 Mar 2026 Common Stock 1,437 Direct F1, F6
transaction TYL Restricted Stock Unit Options Exercise $0 -464 -100% $0.000000 0 01 Mar 2026 Common Stock 464 Direct F2, F7
transaction TYL Restricted Stock Unit Options Exercise $0 -378 -50% $0.000000 378 01 Mar 2026 Common Stock 378 Direct F2, F8
transaction TYL Restricted Stock Unit Options Exercise $0 -273 -33% $0.000000 548 01 Mar 2026 Common Stock 273 Direct F2, F9
transaction TYL Performance-Based Restricted Stock Unit Award $0 +4,440 $0.000000 4,440 01 Mar 2026 Common Stock 4,440 Direct F10, F11
transaction TYL Performance-Based Restricted Stock Unit Award $0 +4,440 $0.000000 4,440 01 Mar 2026 Common Stock 4,440 Direct F10, F12
transaction TYL Performance-Based Restricted Stock Unit Award $0 +1,198 $0.000000 1,198 01 Mar 2026 Common Stock 1,198 Direct F10, F13
transaction TYL Restricted Stock Unit Award $0 +1,409 $0.000000 1,409 01 Mar 2026 Common Stock 1,409 Direct F14, F15
* 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) 4,369 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, 2023, the reporting person was granted performance-based restricted stock units 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 units settled by the issuer in issuer common stock on such date reflects actual performance equal to 100% of target performance.
F5 On March 1, 2023, the reporting person was granted performance-based restricted stock units based upon operating margin for the year ending December 31, 2025 and continued employment through March 1, 2026. The number of vested units settled by the issuer in issuer common stock on such date 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, 2025, 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, 2025. The number of vested units settled by the issuer in issuer common stock on March 1, 2026 reflects actual performance equal to 120% of target performance (whereas the number of units originally reported in connection with the grant reflected assumed target performance).
F7 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 Amended and Restated 2018 Stock Incentive Plan.
F8 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 Amended and Restated 2018 Stock Incentive Plan.
F9 On March 1, 2025, the reporting person was granted 821 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 Amended and Restated 2018 Stock Incentive Plan.
F10 Each performance-based restricted stock unit represents a contingent right to receive one share of issuer common stock.
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, 2028 and continued employment through March 1, 2029. 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, 2028 and continued employment through March 1, 2029. 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, 2026. The number of vested restricted stock units will be settled by the issuer in issuer common stock on March 1, 2027. 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 Each restricted stock unit represents a contingent right to receive one share of issuer common stock.
F15 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 Amended and Restated 2018 Stock Incentive Plan.