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Tyler Technologies (NYSE: TYL) adopts $150M Rule 10b5-1 buyback

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Tyler Technologies, Inc. approved a new Rule 10b5-1 trading plan with a brokerage firm to repurchase up to $150.0 million of its common stock. Repurchases under this plan may run from June 16, 2026 through July 30, 2026.

The plan operates under a broader share repurchase program. On February 3, 2026, the Board authorized up to $1.0 billion of repurchases, replacing prior authorizations, and there was $332.7 million of capacity remaining as of June 12, 2026. Repurchases are generally funded with existing cash and borrowings under the company’s credit facility and are intended to comply with Rule 10b5-1 and the company’s insider trading policy.

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Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
New 10b5-1 plan size $150.0 million Maximum common stock repurchases under plan starting June 16, 2026
Board repurchase authorization $1.0 billion Total buyback authorization approved February 3, 2026
Remaining authorization $332.7 million Repurchase capacity remaining as of June 12, 2026
Plan start date June 16, 2026 Earliest date repurchases may commence under 10b5-1 plan
Plan end date July 30, 2026 Date 10b5-1 repurchase plan is scheduled to end
Rule 10b5-1 trading plan regulatory
"entered into a Rule 10b5-1 trading plan (the “Plan”) with a brokerage firm"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
share repurchase program financial
"Tyler’s share repurchase program was originally announced in October 2002"
A share repurchase program is when a company buys back its own shares from the marketplace. This reduces the total number of shares available, which can increase the value of each remaining share and signal confidence in the company's prospects. For investors, it often suggests that the company believes its stock is undervalued or that it has extra cash to return to shareholders.
credit facility financial
"Share repurchases are generally funded using our existing cash balances and borrowings under our credit facility."
A credit facility is a flexible loan arrangement that allows a borrower to access funds up to a set limit whenever needed, similar to a company having an overdraft option on a bank account. It matters to investors because it indicates how easily a business can secure cash when required, affecting its ability to manage expenses, invest, or respond to financial challenges.
insider trading policy regulatory
"The Plan is intended to comply with Rule 10b5-1 of the Securities Exchange Act of 1934 and Tyler’s insider trading policy."
A written set of rules that tells employees, executives and board members what information they may not use to buy or sell a company's stock and when trading is allowed. Think of it as a playbook or house rules that prevent people with secret knowledge from getting an unfair advantage; it matters to investors because it helps protect fair markets, preserves trust in management, and reduces the risk of legal penalties that can hurt a company’s value.
material, nonpublic information regulatory
"who have determined in good faith that they are not in possession of material, nonpublic information"
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0000860731false00008607312026-06-122026-06-12


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

June 12, 2026 (June 12, 2026)
Date of Report (Date of earliest event reported)
_____________________________________________
TYLER TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
_____________________________________________
Delaware1-1048575-2303920
(State or other jurisdiction of incorporation or organization)(Commission
File Number)		 (I.R.S. Employer Identification No.)
5101 TENNYSON PARKWAYPLANOTexas75024
 (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 classTrading symbol
Name of each exchange
on which registered
COMMON STOCK, $0.01 PAR VALUETYLNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company 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 8.01 Other Events.
On June 12, 2026, Tyler Technologies, Inc. (“Tyler”) entered into a Rule 10b5-1 trading plan (the “Plan”) with a brokerage firm to repurchase up to $150.0 million of shares of our common stock. Share repurchases under the Plan may commence June 16, 2026, and will end July 30, 2026.
Tyler’s share repurchase program was originally announced in October 2002 and was amended at various times from 2003 through 2026. On February 3, 2026, our Board of Directors authorized the repurchase of up to $1.0 billion of our common stock, which replaced and superseded all previous authorizations. Our share repurchase program allows us to repurchase shares at our discretion. There is no expiration date specified for the authorization. Our Board of Directors also authorized us to enter into one or more Rule 10b5-1 trading plans for share repurchases. As of June 12, 2026, we have remaining authorization from our Board of Directors to repurchase up to $332.7 million of our common stock. Share repurchases are generally funded using our existing cash balances and borrowings under our credit facility.
The Plan is intended to comply with Rule 10b5-1 of the Securities Exchange Act of 1934 and Tyler’s insider trading policy. Rule 10b5-1 permits individuals and issuers, who have determined in good faith that they are not in possession of material, nonpublic information, to establish prearranged written stock trading plans under specific conditions and for specific periods of time. Subsequent receipt by the individual or issuer of material, nonpublic information will not prevent prearranged transactions under a Rule 10b5-1 plan from being executed.
Item 9.01    Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.Description
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 
June 12, 2026By:Brian K. Miller
Executive Vice President and Chief Financial
Officer (principal financial officer)

    

Source: View Original Filing on SEC EDGAR

FAQ

What did Tyler Technologies (TYL) announce about its share repurchase activity?

Tyler Technologies entered a Rule 10b5-1 trading plan to repurchase up to $150.0 million of common stock. The plan sits under its existing $1.0 billion authorization and provides a prearranged framework for buybacks over a defined period.

How large is Tyler Technologies’ current share repurchase authorization?

On February 3, 2026, Tyler’s board authorized repurchases of up to $1.0 billion of common stock. This authorization replaced and superseded earlier approvals, establishing the total capacity available for current and future buyback activity under the company’s program.

How much repurchase capacity does Tyler Technologies (TYL) have remaining?

As of June 12, 2026, Tyler Technologies had authorization remaining to repurchase up to $332.7 million of its common stock. This remaining capacity reflects prior repurchases executed under the program and sets the upper limit for additional buybacks.

When will Tyler Technologies’ new 10b5-1 repurchase plan operate?

Share repurchases under Tyler’s new Rule 10b5-1 plan may begin on June 16, 2026, and will end on July 30, 2026. Transactions during this window follow a prearranged schedule consistent with Rule 10b5-1 requirements and the company’s insider trading policy.

How does Tyler Technologies plan to fund its share repurchases?

Tyler Technologies states that share repurchases are generally funded using its existing cash balances and borrowings under its credit facility. This approach lets the company execute buybacks without a separate equity raise specifically dedicated to the repurchase program.

What is a Rule 10b5-1 trading plan in Tyler Technologies’ context?

A Rule 10b5-1 trading plan is a prearranged written stock trading program set when the company is not aware of material, nonpublic information. Once established, it permits scheduled repurchases to continue even if such information is later received.

Filing Exhibits & Attachments

3 documents

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