[Form 4] TYLER TECHNOLOGIES INC Insider Trading Activity
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Tyler Technologies Executive VP and CFO Brian K. Miller reported multiple equity award transactions involving company stock and stock units on March 1, 2026. He acquired common shares through the exercise and conversion of performance-based and time-based restricted stock units, which convert into common stock on a one-to-one basis.
Miller also had new grants of performance-based restricted stock units and restricted stock units that vest based on long-term goals tied to cumulative non-GAAP adjusted recurring revenue growth, non-GAAP net operating margin, and non-GAAP earnings per share, with potential vesting outcomes ranging from 0% to 150% of the target awards. Several common stock dispositions coded "F" were used to cover exercise price or tax liabilities at a price of 354.6900 per share rather than open-market selling. In addition, his holdings include shares owned indirectly through family trusts for his spouse and children.
Positive
- None.
Negative
- None.
Insider Trade Summary
14,479 shares exercised/converted
Mixed
23 txns
Insider
MILLER BRIAN K
Role
Executive VP and CFO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Performance-Based Restricted Stock Unit | 4,771 | $0.00 | -- |
| Exercise | Performance-Based Restricted Stock Unit | 7,156 | $0.00 | -- |
| Exercise | Performance-Based Restricted Stock Unit | 1,437 | $0.00 | -- |
| Exercise | Restricted Stock Unit | 464 | $0.00 | -- |
| Exercise | Restricted Stock Unit | 378 | $0.00 | -- |
| Exercise | Restricted Stock Unit | 273 | $0.00 | -- |
| Grant/Award | Performance-Based Restricted Stock Unit | 4,440 | $0.00 | -- |
| Grant/Award | Performance-Based Restricted Stock Unit | 4,440 | $0.00 | -- |
| Grant/Award | Performance-Based Restricted Stock Unit | 1,198 | $0.00 | -- |
| Grant/Award | Restricted Stock Unit | 1,409 | $0.00 | -- |
| Exercise | Common Stock | 4,771 | $0.00 | -- |
| Tax Withholding | Common Stock | 1,877.389 | $354.69 | $666K |
| Exercise | Common Stock | 7,156 | $0.00 | -- |
| Tax Withholding | Common Stock | 2,608.663 | $354.69 | $925K |
| Exercise | Common Stock | 1,437 | $0.00 | -- |
| Tax Withholding | Common Stock | 364.468 | $354.69 | $129K |
| Exercise | Common Stock | 464 | $0.00 | -- |
| Tax Withholding | Common Stock | 182.585 | $354.69 | $65K |
| Exercise | Common Stock | 378 | $0.00 | -- |
| Tax Withholding | Common Stock | 148.743 | $354.69 | $53K |
| Exercise | Common Stock | 273 | $0.00 | -- |
| Tax Withholding | Common Stock | 107.426 | $354.69 | $38K |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Performance-Based Restricted Stock Unit — 0 shares (Direct);
Restricted Stock Unit — 0 shares (Direct);
Common Stock — 20,918.916 shares (Direct);
Common Stock — 13,695 shares (Indirect, See footnote (3))
Footnotes (1)
- Performance-based restricted stock units convert into common stock on a one-to-one basis. Restricted stock units convert into common stock on a one-to-one basis. 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. 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. 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). 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). 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. 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. 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. Each performance-based restricted stock unit represents a contingent right to receive one share of issuer common stock. 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. 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. 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. Each restricted stock unit represents a contingent right to receive one share of issuer common stock. 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.
FAQ
What did Tyler Technologies (TYL) CFO Brian K. Miller report on this Form 4?
Brian K. Miller reported multiple equity award transactions involving Tyler Technologies stock. These included exercises of performance-based and time-based restricted stock units into common shares, new grants of stock units, and tax-withholding share dispositions related to those awards, all dated March 1, 2026.
Were the Tyler Technologies (TYL) Form 4 transactions open-market stock sales?
The filing shows no open-market buy or sell transactions. Dispositions coded "F" represent shares delivered to pay exercise price or tax liabilities at 354.6900 per share, tied to equity award settlements rather than discretionary market sales or purchases.
What performance goals affect Brian K. Miller’s Tyler Technologies (TYL) performance-based stock units?
The performance-based restricted stock units vest based on non-GAAP financial goals. Metrics include cumulative non-GAAP adjusted recurring revenue growth, non-GAAP net operating margin, and non-GAAP earnings per share, with actual vesting potentially ranging from 0% to 150% of the target number of units granted.
How do restricted stock units reported by Tyler Technologies (TYL) CFO convert into common stock?
Each reported stock unit represents a contingent right to one common share. Footnotes state that both performance-based restricted stock units and restricted stock units convert into Tyler Technologies common stock on a one-to-one basis when vesting and settlement conditions are satisfied.
What future vesting conditions apply to the new Tyler Technologies (TYL) performance-based awards?
Future vesting depends on long-term and short-term non-GAAP performance goals and continued employment. Performance periods run through December 31, 2026 and December 31, 2028, with settlement in common stock on March 1, 2027 and March 1, 2029, depending on actual performance versus targets.