STOCK TITAN

Tyler Technologies (NYSE: TYL) expands unsecured revolver to $1B through 2031

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

Rhea-AI Filing Summary

Tyler Technologies, Inc. entered into an Amended and Restated Credit Agreement that provides an unsecured revolving credit facility of up to $1 billion. The facility replaces a prior $700 million line, extends maturity to May 28, 2031, and was undrawn at closing.

The agreement includes an uncommitted accordion feature tied to Tyler’s EBITDA and total net leverage ratio, customary covenants, and guarantees from material domestic subsidiaries. Borrowings will bear interest at either a prime-based or SOFR-based rate plus a leverage-dependent margin and may be used for general corporate purposes, including working capital, acquisitions, and capital spending.

Positive

  • None.

Negative

  • None.

Insights

$1B revolver boosts Tyler’s liquidity and extends debt maturity.

Tyler Technologies replaced a $700 million unsecured facility with a larger $1 billion unsecured revolving credit line maturing on May 28, 2031. At closing, there were no borrowings outstanding, so this primarily increases available liquidity rather than adding immediate debt.

The facility’s pricing is tied to Tyler’s total net leverage ratio, with margins from 0.125% to 0.75% over prime or 1.125% to 1.75% over SOFR, plus a commitment fee up to 0.250%. An accordion feature permits additional capacity based on EBITDA and a 3.25 to 1.00 leverage constraint.

This structure gives Tyler flexibility to fund working capital, acquisitions, and capital expenditures over several years without refinancing risk before 2031. Actual leverage and interest costs will depend on how much of the revolver Tyler draws over time.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Revolving credit facility size $1 billion Unsecured revolving credit facility under Amended and Restated Credit Agreement
Prior credit facility size $700 million Replaced unsecured credit facility under 2024 Credit Agreement
Facility maturity May 28, 2031 Maturity date of new revolving credit facility
Accordion base amount $525 million Greater of $525M or 100% of prior four-quarter EBITDA plus additional leverage-based capacity
Leverage ratio threshold 3.25 to 1.00 Total net leverage ratio limit for additional indebtedness under accordion
Prime-based interest margin 0.125%–0.75% Margin over administrative agent’s prime lending rate based on net leverage
SOFR-based interest margin 1.125%–1.75% Margin over one-, three-, or six-month SOFR based on net leverage
Commitment fee range 0.125%–0.250% per annum Fee on unused commitments under the revolver, leverage-based
Amended and Restated Credit Agreement financial
"Tyler Technologies, as borrower, entered into an Amended and Restated Credit Agreement"
An amended and restated credit agreement is a company’s original loan contract that has been updated and replaced by a single new document incorporating all changes. Think of it like refinancing and rewriting a mortgage so new payment schedules, interest rates, borrowing limits, or borrower obligations are combined into one clear contract. Investors care because those new terms change a company’s cash flow, borrowing flexibility and default risk, which can affect creditworthiness and share value.
unsecured revolving credit facility financial
"The Credit Agreement provides for an unsecured revolving credit facility in an aggregate principal amount of up to $1 billion"
A revolving credit facility is a line of borrowing that a company can draw from, repay, and draw again up to a set limit; “unsecured” means the loans are not backed by specific assets as collateral. Investors care because it acts like a corporate credit card—giving short‑term cash flexibility to cover operations or unexpected needs—while signaling lenders’ confidence and affecting interest costs, default risk, and the company’s financial stability.
SOFR financial
"the one-, three-, or six-month SOFR rate plus a margin of 1.125% to 1.75%"
The Secured Overnight Financing Rate (SOFR) is a market benchmark that measures the cost of borrowing cash overnight using U.S. Treasury securities as collateral. Investors watch SOFR because it acts like a speedometer for short-term interest costs—affecting loan rates, bond yields and the pricing of interest-rate contracts—so movements change borrowing expenses, cash returns and the value of interest-sensitive investments.
accordion mechanism financial
"The Credit Agreement includes an uncommitted accordion mechanism by which Tyler may request incremental loans"
total net leverage ratio financial
"up to the amount which would cause Tyler’s total net leverage ratio to equal or exceed 3.25 to 1.00"
Total net leverage ratio measures how much a company owes after using its cash, compared with the cash it generates in a year; it is usually calculated by subtracting cash from total debt and dividing that net debt by annual operating cash flow or earnings. Investors use it like a debt-to-income check for a household — a higher number means the company may struggle to cover obligations and is riskier, while a lower number suggests more cushion and financial flexibility.
commitment fee financial
"Tyler is required to pay a commitment fee, initially 0.125% per annum, ranging from 0.125% to 0.250%"
A commitment fee is a charge a lender applies to a borrower for keeping a loan or line of credit available, even before any money is drawn. Think of it as a reservation fee for borrowing power; the borrower pays to ensure funds will be there when needed. Investors care because it adds to a company’s borrowing cost, affects cash flow and liquidity, and can signal lenders’ willingness to extend credit.
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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

May 29, 2026 (May 28, 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 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 1.01 Entry into a Material Definitive Agreement.
    
On May 28, 2026, Tyler Technologies (“Tyler”), as borrower, entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) with the various lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent. The Credit Agreement provides for an unsecured revolving credit facility in an aggregate principal amount of up to $1 billion, including subfacilities for standby letters of credit and swingline loans, each in a maximum amount to be mutually determined and on customary terms and conditions. The Credit Agreement matures on May 28, 2031, and loans may be prepaid at any time, without premium or penalty, subject to certain minimum amounts and payment of any SOFR breakage costs. The new Credit Agreement replaces Tyler’s existing $700 million unsecured credit facility, the credit agreement dated September 25, 2024, among Tyler and Wells Fargo Bank, N. A. as Administrative Agent and other lenders party thereto (the “2024 Credit Agreement”), which was scheduled to mature in September 2029.
The credit facility will be available on a revolving basis until the maturity date. At the time of the closing, Tyler had no borrowings outstanding under either the new Credit Agreement or the 2024 Credit Agreement. The Credit Agreement includes an uncommitted accordion mechanism by which Tyler may request incremental loans, in the form of incremental term loans or an increase in the revolving credit facility, providing an ability for Tyler to increase the credit facility by an amount up to (a) the greater of (i) $525 million and (ii) 100% of Tyler’s EBITDA for the prior four quarter period plus (b) additional indebtedness up to the amount which would cause Tyler’s total net leverage ratio to equal or exceed 3.25 to 1.00. The Credit Agreement contains certain customary representations and warranties, affirmative and negative covenants, and events of defaults. The Credit Agreement is unsecured and requires Tyler to maintain certain financial ratios and other financial conditions and limits Tyler from making certain investments, advances, cash dividends, or loans and limits incurrence of additional indebtedness and liens. Tyler’s obligations under the Credit Agreement are also guaranteed by its direct and indirect material domestic subsidiaries.
Loans under the revolving credit facility will bear interest, at Tyler’s option, at a per annum rate of either (1) the Administrative Agent’s prime commercial lending rate (subject to certain higher rate determinations) plus a margin of 0.125% to 0.75% or (2) the one-, three-, or six-month SOFR rate plus a margin of 1.125% to 1.75%. The margin in each case is based upon Tyler’s total net leverage ratio, as determined pursuant to the Credit Agreement. In addition to paying interest on the outstanding principal of loans under the revolving credit facility, Tyler is required to pay a commitment fee, initially 0.125% per annum, ranging from 0.125% to 0.250% based upon Tyler’s total net leverage ratio. Borrowings under the Credit Agreement may be used for general corporate purposes, including working capital requirements, acquisitions and capital expenditures.
The foregoing is a summary of the material terms and conditions of the Credit Agreement and not a complete description of the Credit Agreement. Accordingly, the foregoing is qualified in its entirety by reference to the full text of the Credit Agreement attached to this Current Report on Form 8-K as Exhibit 10.1, which is incorporated by reference.
Item 1.02 Termination of a Material Definitive Agreement.
The disclosure set forth in Item 1.01 of this Current Report on Form 8-K related to the 2024 Credit Agreement is incorporated by reference into this Item 1.02.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 9.01    Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.Description
Exhibit 10.11
Amended and Restated Credit Agreement dated May 28,2026, among Tyler Technologies Inc. and Wells Fargo, N. A. as Administrative Agent and other lenders party hereto (filed as Exhibit 10.1 to our Form 8-K dated May 29, 2026, and incorporated by reference herein)
Exhibit 104
Cover Page Interactive Data File (embedded in the Inline XBRL document)
1 Certain schedules and similar attachments have been omitted in reliance on Instruction 4 of Item 1.01 of Form 8-K and Item 601(a)(5) of Regulation S-K. Tyler Technologies will provide, on a supplemental basis, a copy of any omitted schedule or attachment to the Securities and Exchange Commission or its staff upon request.
    


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 
May 29, 2026By:Brian K. Miller
Executive Vice President and Chief Financial
Officer (principal financial officer)
    

FAQ

What new credit facility did Tyler Technologies (TYL) secure?

Tyler Technologies obtained an unsecured revolving credit facility of up to $1 billion. This amended and restated agreement provides flexible borrowing capacity for general corporate purposes, replacing a smaller prior facility and supporting working capital, acquisitions, and capital expenditures.

How does the new Tyler Technologies (TYL) facility compare to the old one?

The new facility has a $1 billion capacity, up from the prior $700 million unsecured credit line. It also extends the maturity from a scheduled date in September 2029 to May 28, 2031, lengthening Tyler’s committed financing horizon.

When does Tyler Technologies’ (TYL) new credit facility mature?

The amended and restated credit facility for Tyler Technologies matures on May 28, 2031. Until that date, the $1 billion unsecured revolving line remains available for borrowings, subject to the agreement’s covenants and leverage-based conditions.

What are the interest rates on Tyler Technologies’ (TYL) new credit facility?

Borrowings will bear interest at either the administrative agent’s prime rate plus 0.125%–0.75%, or a one-, three-, or six-month SOFR rate plus 1.125%–1.75%. The exact margin depends on Tyler’s total net leverage ratio under the agreement.

What is the accordion feature in Tyler Technologies’ (TYL) credit agreement?

The agreement includes an uncommitted accordion mechanism allowing Tyler to request incremental loans. Capacity can increase by up to the greater of $525 million or 100% of EBITDA, plus additional indebtedness until the total net leverage ratio reaches 3.25 to 1.00.

How much was outstanding under Tyler Technologies’ (TYL) facilities at closing?

At the time the new credit agreement closed, Tyler Technologies had no borrowings outstanding under either the new $1 billion facility or the prior $700 million facility. This means the entire new revolver was available for future use.

Filing Exhibits & Attachments

4 documents