Tyler Technologies (NYSE: TYL) COO exercises RSUs and settles tax shares

Rhea-AI Filing Summary

Tyler Technologies Chief Operating Officer Jeffrey David Puckett reported a series of equity compensation transactions dated March 1, 2026. He exercised performance-based restricted stock units and restricted stock units that convert into common stock on a one-to-one basis, and received new performance-based and time-based RSU awards.

The performance-based RSUs vest based on non-GAAP recurring revenue growth, non-GAAP net operating margin, and non-GAAP earnings per share over performance periods ending December 31, 2026 and 2028, with payouts ranging from 0% to 150% of target. Time-based RSUs vest in equal installments over three years.

Common stock was acquired through these conversions, while portions of the shares were disposed of at $354.6900 per share to satisfy tax obligations. After the reported transactions, Puckett directly owned 12,927.5037 shares of Tyler Technologies common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Puckett Jeffrey David

(Last) (First) (Middle)

5101 TENNYSON PARKWAY

(Street)

PLANO TX 75024

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TYLER TECHNOLOGIES INC [ TYL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/01/2026		M		2,967	A	(1)	9,968.7627	D
Common Stock	03/01/2026		F		1,167.515	D	$354.69	8,801.2477	D
Common Stock	03/01/2026		M		4,450	A	(1)	13,251.2477	D
Common Stock	03/01/2026		F		1,493.104	D	$354.69	11,758.1437	D
Common Stock	03/01/2026		M		1,099	A	(1)	12,857.1437	D
Common Stock	03/01/2026		F		285.048	D	$354.69	12,572.0957	D
Common Stock	03/01/2026		M		261	A	(2)	12,833.0957	D
Common Stock	03/01/2026		F		102.704	D	$354.69	12,730.3917	D
Common Stock	03/01/2026		M		189	A	(2)	12,919.3917	D
Common Stock	03/01/2026		F		74.372	D	$354.69	12,845.0197	D
Common Stock	03/01/2026		M		136	A	(2)	12,981.0197	D
Common Stock	03/01/2026		F		53.516	D	$354.69	12,927.5037	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance-Based Restricted Stock Unit	(1)	03/01/2026		M			2,967	(3)	(3)	Common Stock	2,967	$0	0	D
Performance-Based Restricted Stock Unit	(1)	03/01/2026		M			4,450	(4)	(4)	Common Stock	4,450	$0	0	D
Performance-Based Restricted Stock Unit	(1)	03/01/2026		M			1,099	(5)	(5)	Common Stock	1,099	$0	0	D
Restricted Stock Unit	(2)	03/01/2026		M			261	(6)	(6)	Common Stock	261	$0	0	D
Restricted Stock Unit	(2)	03/01/2026		M			189	(7)	(7)	Common Stock	189	$0	189	D
Restricted Stock Unit	(2)	03/01/2026		M			136	(8)	(8)	Common Stock	136	$0	274	D
Performance-Based Restricted Stock Unit	(9)	03/01/2026		A		3,171		(10)	(10)	Common Stock	3,171	$0	3,171	D
Performance-Based Restricted Stock Unit	(9)	03/01/2026		A		3,171		(11)	(11)	Common Stock	3,171	$0	3,171	D
Performance-Based Restricted Stock Unit	(9)	03/01/2026		A		916		(12)	(12)	Common Stock	916	$0	916	D
Restricted Stock Unit	(13)	03/01/2026		A		704		(14)	(14)	Common Stock	704	$0	704	D

Explanation of Responses:

1. Performance-based restricted stock units convert into common stock on a one-to-one basis.

2. Restricted stock units convert into common stock on a one-to-one basis.

3. 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.

4. 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).

5. 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).

6. On March 1, 2023, the reporting person was granted 781 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.

7. On March 1, 2024, the reporting person was granted 567 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.

8. On March 1, 2025, the reporting person was granted 410 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.

9. Each performance-based restricted stock unit represents a contingent right to receive one share of issuer common stock.

10. 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.

11. 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.

12. 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.

13. Each restricted stock unit represents a contingent right to receive one share of issuer common stock.

14. 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.

	Randall G. Ray, attorney-in-fact	03/03/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Tyler Technologies (TYL) COO Jeffrey David Puckett report?

Jeffrey David Puckett reported multiple equity compensation transactions on March 1, 2026. He exercised performance-based and time-based restricted stock units into common stock and received new RSU awards, while some shares were withheld to cover tax liabilities at a set share price.

How many Tyler Technologies (TYL) shares does the COO directly own after these Form 4 transactions?

After the reported transactions, Jeffrey David Puckett directly owns 12,927.5037 shares of Tyler Technologies common stock. This figure reflects the net effect of RSU conversions into shares and share dispositions used to satisfy associated tax obligations on March 1, 2026.

What performance metrics determine vesting of Tyler Technologies (TYL) performance-based RSUs?

Puckett’s performance-based RSUs vest based on cumulative non-GAAP adjusted recurring revenue growth, non-GAAP net operating margin, and non-GAAP earnings per share. These metrics are measured over performance periods ending December 31, 2026 and December 31, 2028, with payout levels ranging from 0% to 150% of target units awarded.

How are Tyler Technologies (TYL) restricted stock units and performance-based RSUs settled?

Each restricted stock unit and each performance-based restricted stock unit represents a contingent right to receive one share of Tyler Technologies common stock. Upon vesting, the issuer settles the vested units in common stock, subject to plan terms and continued employment conditions specified in the awards.

What vesting schedules apply to Tyler Technologies (TYL) time-based restricted stock units?

Time-based restricted stock units granted to Puckett on March 1 of 2023, 2024, and 2025 each vest in equal installments on the first, second, and third anniversaries of the grant date. Vested units are settled in common stock under the Amended and Restated 2018 Stock Incentive Plan.

Why did Jeffrey David Puckett dispose of some Tyler Technologies (TYL) shares in this Form 4?

Dispositions marked with code F reflect shares delivered to cover exercise price or tax liabilities. On March 1, 2026, Puckett used common stock, at a price of $354.6900 per share, to satisfy withholding obligations tied to his RSU conversions and related equity compensation events.