[8-K] Tyler Technologies, Inc. Reports Material Event

Rhea-AI Filing Summary

Sadot Group Inc. (Nasdaq: SDOT) has filed a preliminary 424(b)(5) prospectus supplement for a best-efforts primary offering of common stock. Because its public float is only $11.95 million, General Instruction I.B.6 limits new sales to roughly $3.98 million (≈1/3 of float) during any 12-month period. Pricing, share count and gross proceeds are still blank; the last reported price was $1.79 on 22-Jul-25.

Intended use of proceeds is general corporate purposes and repayment of about $1.156 million of debt: $250k toward an amended October 2024 convertible note (principal now $2.06 m, maturity 31-Dec-25), $750k toward December 2024 convertible notes (principal $3.75 m, maturity extended to 31-Dec-25) and up to $156k to reduce a $937.5k promissory note held by the CFO (conversion feature removed). Both 2024 noteholders accepted a 90-day transfer lock-up.

Capital structure & dilution: 7.36 m shares outstanding pre-offering, plus 61 k options (avg $10.80), 1.58 m warrants (avg $18.30) and 3.41 m shares issuable on conversion of outstanding notes (avg $1.34). Placement-agent warrants equal to 5 % of shares sold will be issued. Variable-price conversion features on the December 2024 and June 2025 notes could generate additional low-priced equity upon default.

Strategic & governance items: Company continues pivot from U.S. restaurants (assets held for sale) to global agri-foods trading and farming. On 22-Jul-25 subsidiary Sadot LLC closed a $13.4 m purchase of 3,750 Class B shares of Indonesia-based PT Green. CEO turnover occurred on 28-May-25, and several board changes were disclosed. Sadot remains a smaller reporting company.

Positive

• Extension of October 2024 and December 2024 note maturities to 31-Dec-25 reduces near-term default risk.
• Removal of convertibility on the $937.5 k Black Note cuts potential insider-driven dilution.
• 90-day lock-up agreements with key noteholders should limit immediate resale pressure.

Negative

• Offering is best-efforts with no minimum, so capital raised could be well below target.
• Significant dilution risk: existing convertibles, warrants and new placement-agent warrants could more than double share count.
• Variable-price conversion features on notes may trigger further low-price issuance if the stock weakens or defaults occur.
• $13.4 m PT Green acquisition adds sizable cash obligation despite limited liquidity.
• Multiple executive and board departures signal governance instability.

Insights

Securities Analyst

TL;DR – Small raise relieves near-term debt pressure but adds meaningful equity dilution risk.

The filing targets an at-most $3.98 m cash infusion—insufficient to transform operations yet critical to meet upcoming obligations. Proceeds are earmarked mainly for note repayments, trimming short-term default risk and extending maturities to 31-Dec-25. However, the offer is best efforts with no minimum, so the company may secure far less than planned. Pre-offer share count is modest, but fully diluted share potential exceeds 12 m, and variable-price notes could accelerate issuance if the stock weakens. Resetting conversion prices to the offer price and deleting the CFO note’s convertibility helps cap dilution, yet overall leverage remains high after the $13.4 m PT Green outlay. Cash flow from agri-food trading will need to scale quickly to justify the expanded equity base.

Corporate Governance Expert

TL;DR – Frequent leadership changes and related-party debt highlight governance weaknesses.

In five months the company cycled through two CEOs, lost two directors (one death, one resignation) and reshuffled committee seats—signals of board instability. The Black Note, issued to the sitting CFO at an OID with 22 % default interest, underlines insider-creditor conflicts; partial repayment from offering proceeds mitigates but does not erase the issue. Note amendments introduce 90-day lock-ups and Nasdaq conversion caps, modestly protecting shareholders, yet multiple variable-pricing instruments remain. The best-efforts structure, absence of firm commitment and reliance on small-float Rule I.B.6 offerings suggest limited capital market access. Overall governance posture is strained, warranting close monitoring.

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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

July 23, 2025 (July 18, 2025)

Date of Report (Date of earliest event reported)

_____________________________________________

TYLER TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

_____________________________________________

Delaware

1-10485

75-2303920

(State or other jurisdiction of incorporation organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

5101 TENNYSON PARKWAY			PLANO			Texas			75024
(Address of principal executive offices)			(City)			(State)			(Zip code)

(972) 713-3700

(Registrant’s telephone number, including area code)

    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 (see General Instruction A.2. below):

☐  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)

Title of each class			Trading symbol			Name of each exchange on which registered
COMMON STOCK, $0.01 PAR VALUE			TYL			New York Stock Exchange

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 5.02    Departure of Directors or Certain Officers: Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On July 18, 2025, John S. Marr, Jr. notified the Board of Directors (the “Board”) of Tyler Technologies, Inc. (the “Company”) of his decision to end his tenure on the Board effective May 5, 2026, immediately following the Company’s 2026 annual meeting of shareholders (the “2026 Annual Meeting”). As a result, Mr. Marr will not stand for reelection to the Board at the 2026 Annual Meeting. His Board service will continue unchanged in the interim.

Mr. Marr has served as Executive Chair of the Board and Chair of the Executive Committee since May 2018, as Chair of the Board from January 2017-May 2018, and as director since May 2002. Mr. Marr’s decision to end his tenure was not due to any disagreements with the Company on any matter relating to the Company’s operations, policies or practices.

Consistent with the Company’s Corporate Governance Guidelines (the “Guidelines”), Mr. Marr submitted a letter memorializing his decision. A copy of that letter is attached at Exhibit 17.1.

As a result of Mr. Marr’s decision, assuming all other current directors stand for reelection, the Board currently anticipates that the size of the Board will be reduced from eight to seven directors, which is permitted under the Guidelines. The Nominating and Governance Committee, however, will continue to advise the Board on whether there are candidates who have the background, skills, and expertise that would qualify them as a director candidate under the Guidelines and that would warrant their nomination as a director in 2026.

Item 8.01    Other Events

In connection with Mr. Marr’s decision not to stand for reelection at the 2026 Annual Meeting, the independent directors of the Board discussed and unanimously agreed that their intent is to nominate H. Lynn Moore, Jr. to assume the role of Board Chair at the 2026 Annual Meeting. Mr. Moore currently serves as the Company’s President and Chief Executive Officer. The Guidelines allow for one person to serve as both Board Chair and as CEO, as Mr. Marr did previously. The independent directors of the Board also discussed and unanimously agreed that the Board would continue to appoint a Lead Independent Director for so long as the Board Chair is not independent, consistent with the Company’s Lead Independent Director Charter.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
Exhibit 17.1						July 18, 2025 Correspondence from John S. Marr, Jr. to Board
Exhibit 104						Cover Page Interactive Data File (embedded in the Inline XBRL document)

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.

						TYLER TECHNOLOGIES, INC.
									/s/ Brian K. Miller
July 23, 2025						By:			Brian K. Miller Executive Vice President and Chief Financial Officer (principal financial officer)

FAQ

How much capital can Sadot Group (SDOT) legally raise under this prospectus?

Under Form S-3 Instruction I.B.6, Sadot can sell up to roughly $3.98 million of equity during any 12-month period because its public float is below $75 million.

What will Sadot Group use the offering proceeds for?

Net proceeds are earmarked for general corporate purposes and about $1.156 million in debt repayments, including payments on the October 2024 Note, December 2024 Notes and a promissory note owed to the CFO.

How many shares are currently outstanding and what is the potential dilution?

Before the offering Sadot has 7.36 million shares outstanding. Options, warrants and convertible notes could add ≈5 million shares plus any new shares issued in this offering and placement-agent warrants.

What changes were made to existing convertible notes?

Maturities were pushed to 31-Dec-25; conversion prices reset to the new offering price; and holders agreed to monthly cash repayments and a 90-day lock-up.

Why did Sadot acquire PT Green shares for $13.4 million?

The PT Green stake expands Sadot’s agri-food supply-chain footprint in Indonesia, aligning with its strategic shift away from restaurant operations.