Tyler CAO exercises RSUs, covers taxes with shares
Tyler Technologies Chief Administrative Officer Abigail Marshall Diaz-Pedrosa reported a series of equity compensation transactions.
Rhea-AI Filing Summary
Tyler Technologies Chief Administrative Officer Abigail Marshall Diaz-Pedrosa reported a series of equity compensation transactions. Multiple performance-based and time-based restricted stock units converted into common stock at no cost as awards vested, and shares were withheld at $354.69 per share to cover tax obligations. The filing also shows new grants of performance-based RSUs tied to recurring revenue growth, operating margin, and non-GAAP EPS, with potential vesting from 0% to 150% of target based on results through dates ending in 2026 and 2028. After these transactions, she holds 4,437.2678 common shares directly and 400 shares indirectly through a family trust.
Positive
- None.
Negative
- None.
Insider Trade Summary
5,230 shares exercised/converted
Exercise
23 txns
Insider
Diaz-Pedrosa Abigail Marshall
Role
Chief Administrative Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Performance-Based Restricted Stock Unit | 1,750 | $0.00 | $0.00 |
| Exercise | Performance-Based Restricted Stock Unit | 2,625 | $0.00 | $0.00 |
| Exercise | Performance-Based Restricted Stock Unit | 723 | $0.00 | $0.00 |
| Exercise | Restricted Stock Unit | 67 | $0.00 | $0.00 |
| Exercise | Restricted Stock Unit | 38 | $0.00 | $0.00 |
| Exercise | Restricted Stock Unit | 27 | $0.00 | $0.00 |
| Grant/Award | Performance-Based Restricted Stock Unit | 1,973 | $0.00 | $0.00 |
| Grant/Award | Performance-Based Restricted Stock Unit | 1,973 | $0.00 | $0.00 |
| Grant/Award | Performance-Based Restricted Stock Unit | 845 | $0.00 | $0.00 |
| Grant/Award | Restricted Stock Unit | 422 | $0.00 | $0.00 |
| Exercise | Common Stock | 1,750 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock | 776.124 | $354.69 | $275K |
| Exercise | Common Stock | 2,625 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock | 849.758 | $354.69 | $301K |
| Exercise | Common Stock | 723 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock | 231.3072 | $354.69 | $82K |
| Exercise | Common Stock | 67 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock | 29.714 | $354.69 | $11K |
| Exercise | Common Stock | 38 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock | 16.854 | $354.69 | $6K |
| Exercise | Common Stock | 27 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock | 11.975 | $354.69 | $4K |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Restricted Stock Unit — 515 contracts (Direct);
Performance-Based Restricted Stock Unit — 4,791 contracts (Direct);
Common Stock — 4,437.2678 shares (Direct);
Common Stock — 400 shares (Indirect, See footnote (3))
Footnotes (15)
- F1. Performance-based restricted stock units convert into common stock on a one-to-one basis.
- F2. Restricted stock units convert into common stock on a one-to-one basis.
- F3. Indirect shares include 400 shares owned by a trust for which family members are beneficiaries and for which Mrs. Diaz-Pedrosa is a co-trustee and is deemed to have shared voting power and dispositive power.
- F4. 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.
- F5. 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).
- F6. 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).
- F7. On March 1, 2023, the reporting person was granted 200 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.
- F8. On March 1, 2024, the reporting person was granted 113 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.
- F9. On March 1, 2025, the reporting person was granted 82 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.
- F10. Each performance-based restricted stock unit represents a contingent right to receive one share of issuer common stock.
- F11. 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.
- F12. 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.
- F13. 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.
- F14. Each restricted stock unit represents a contingent right to receive one share of issuer common stock.
- F15. 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
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Tyler Technologies (TYL) report in this Form 4 for Abigail Marshall Diaz-Pedrosa?
The Form 4 shows Abigail Marshall Diaz-Pedrosa settling vested restricted stock units into common stock and using some shares to pay taxes. It also reports new grants of performance-based and time-based RSUs tied to revenue, margin, and non-GAAP EPS performance goals.
Did the Tyler Technologies (TYL) CAO buy or sell common stock on the open market?
The filing does not report any open-market purchases or sales. Common shares were acquired through conversion of vested restricted stock units, while several “F” code transactions reflect shares withheld at $354.69 each to satisfy tax liabilities related to those equity awards.
What performance goals affect the Tyler Technologies (TYL) performance-based RSUs in this Form 4?
The performance-based RSUs are tied to cumulative recurring revenue growth, non-GAAP operating margin, and non-GAAP earnings per share. Footnotes describe three-year and one-year performance periods ending December 31, 2025, 2026, and 2028, with vesting outcomes ranging from 0% to 150% of target awards.
How were Tyler Technologies (TYL) RSU performance targets met for the awards vesting on March 1, 2026?
For awards vesting March 1, 2026, one grant based on cumulative recurring revenue growth vested at 100% of target. Another grant based on operating margin vested at 150% of target, and a non-GAAP EPS-based grant for 2025 performance vested at 120% of target, all settled in common stock.
What are the vesting conditions for the new Tyler Technologies (TYL) performance-based RSU awards?
New performance-based RSUs vest only if long-term goals are met and employment continues. They depend on cumulative non-GAAP adjusted recurring revenue growth and non-GAAP net operating margin through December 31, 2028, plus non-GAAP EPS for 2026, with potential vesting from 0% to 150% of target.
How do the time-based restricted stock units for Tyler Technologies (TYL) vest?
Time-based restricted stock units vest in equal installments over three years. Grants made in 2023, 2024, and 2025 each vest in three annual tranches on the grant anniversary dates, subject to the terms of Tyler Technologies’ Amended and Restated 2018 Stock Incentive Plan.
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