Tyler Technologies (TYL) CAO reports RSU vesting, tax share withholdings

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

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.

Insider Trade Summary

5,230 shares exercised/converted

Mixed 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	--
Exercise	Performance-Based Restricted Stock Unit	2,625	$0.00	--
Exercise	Performance-Based Restricted Stock Unit	723	$0.00	--
Exercise	Restricted Stock Unit	67	$0.00	--
Exercise	Restricted Stock Unit	38	$0.00	--
Exercise	Restricted Stock Unit	27	$0.00	--
Grant/Award	Performance-Based Restricted Stock Unit	1,973	$0.00	--
Grant/Award	Performance-Based Restricted Stock Unit	1,973	$0.00	--
Grant/Award	Performance-Based Restricted Stock Unit	845	$0.00	--
Grant/Award	Restricted Stock Unit	422	$0.00	--
Exercise	Common Stock	1,750	$0.00	--
Tax Withholding	Common Stock	776.124	$354.69	$275K
Exercise	Common Stock	2,625	$0.00	--
Tax Withholding	Common Stock	849.758	$354.69	$301K
Exercise	Common Stock	723	$0.00	--
Tax Withholding	Common Stock	231.307	$354.69	$82K
Exercise	Common Stock	67	$0.00	--
Tax Withholding	Common Stock	29.714	$354.69	$11K
Exercise	Common Stock	38	$0.00	--
Tax Withholding	Common Stock	16.854	$354.69	$6K
Exercise	Common Stock	27	$0.00	--
Tax Withholding	Common Stock	11.975	$354.69	$4K
holding	Common Stock	--	--	--

Holdings After Transaction: Performance-Based Restricted Stock Unit — 0 shares (Direct); Restricted Stock Unit — 0 shares (Direct); Common Stock — 2,873 shares (Direct); Common Stock — 400 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. 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. 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 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. 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. 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. 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.

Form 4 Insider Transactions: What Each Field Means →

03/03/2026 - 05:24 PM

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Diaz-Pedrosa Abigail Marshall

(Last)

(First)

(Middle)

ONE TYLER DRIVE

(Street)

YARMOUTH

04096

(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 Administrative 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/01/2026		M		1,750	A	⁽¹⁾	2,873	D
Common Stock	03/01/2026		F		776.124	D	$354.69	2,096.876	D
Common Stock	03/01/2026		M		2,625	A	⁽¹⁾	4,721.876	D
Common Stock	03/01/2026		F		849.758	D	$354.69	3,872.118	D
Common Stock	03/01/2026		M		723	A	⁽¹⁾	4,595.118	D
Common Stock	03/01/2026		F		231.3072	D	$354.69	4,363.8108	D
Common Stock	03/01/2026		M		67	A	⁽²⁾	4,430.8108	D
Common Stock	03/01/2026		F		29.714	D	$354.69	4,401.0968	D
Common Stock	03/01/2026		M		38	A	⁽²⁾	4,439.0968	D
Common Stock	03/01/2026		F		16.854	D	$354.69	4,422.2428	D
Common Stock	03/01/2026		M		27	A	⁽²⁾	4,449.2428	D
Common Stock	03/01/2026		F		11.975	D	$354.69	4,437.2678	D
Common Stock								400	I	See footnote (3)⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance-Based Restricted Stock Unit	⁽¹⁾	03/01/2026		M			1,750	⁽⁴⁾	⁽⁴⁾	Common Stock	1,750	$0	0	D
Performance-Based Restricted Stock Unit	⁽¹⁾	03/01/2026		M			2,625	⁽⁵⁾	⁽⁵⁾	Common Stock	2,625	$0	0	D
Performance-Based Restricted Stock Unit	⁽¹⁾	03/01/2026		M			723	⁽⁶⁾	⁽⁶⁾	Common Stock	723	$0	0	D
Restricted Stock Unit	⁽²⁾	03/01/2026		M			67	⁽⁷⁾	⁽⁷⁾	Common Stock	67	$0	0	D
Restricted Stock Unit	⁽²⁾	03/01/2026		M			38	⁽⁸⁾	⁽⁸⁾	Common Stock	38	$0	38	D
Restricted Stock Unit	⁽²⁾	03/01/2026		M			27	⁽⁹⁾	⁽⁹⁾	Common Stock	27	$0	55	D
Performance-Based Restricted Stock Unit	⁽¹⁰⁾	03/01/2026		A		1,973		⁽¹¹⁾	⁽¹¹⁾	Common Stock	1,973	$0	1,973	D
Performance-Based Restricted Stock Unit	⁽¹⁰⁾	03/01/2026		A		1,973		⁽¹²⁾	⁽¹²⁾	Common Stock	1,973	$0	1,973	D
Performance-Based Restricted Stock Unit	⁽¹⁰⁾	03/01/2026		A		845		⁽¹³⁾	⁽¹³⁾	Common Stock	845	$0	845	D
Restricted Stock Unit	⁽¹⁴⁾	03/01/2026		A		422		⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	422	$0	422	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. 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.

4. 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.

5. 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).

6. 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).

7. 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.

8. 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.

9. 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.

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

11. 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.

12. 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.

13. 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.

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

15. 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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

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.

How many Tyler Technologies (TYL) shares does Abigail Marshall Diaz-Pedrosa hold after these transactions?

After the reported transactions, she directly holds 4,437.2678 shares of Tyler Technologies common stock. The filing also reports 400 additional shares held indirectly through a family trust where she is a co-trustee with shared voting and dispositive power over those shares.

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.