[Form 4] Tyler Technologies, Inc. Insider Trading Activity

Rhea-AI Filing Summary

John S. Marr Jr., Executive Chair and Director of Tyler Technologies (TYL), reported option exercises and multiple open-market sales on 08/28/2025. He exercised options to acquire 2,250 shares at an exercise price of $231.68 and 2,000 shares at $290.17. On the same date he sold a total of 4,250 common shares in multiple transactions at weighted-average prices ranging from about $552.00 to $559.27 across several tranches. After these transactions, Mr. Marr directly beneficially owned 6,983 shares and indirectly owned 16,888 shares held in trusts and a partnership for which he is a co-trustee or general partner. The Form 4 was signed by attorney-in-fact Randall G. Ray on 09/02/2025.

Positive

• Option exercises clearly disclosed including exercise prices ($231.68 and $290.17) and share counts (2,250 and 2,000)
• Detailed disclosure of indirect ownership totaling 16,888 shares with explanation of trusts and partnership

Negative

• Insider sold 4,250 shares in multiple transactions, reducing direct holdings to 6,983 shares
• Sales executed at varied prices (weighted-average ranges between approximately $552.00 and $559.27), indicating multiple tranches rather than a single transaction price

Insights

Securities Analyst

TL;DR: Insider exercised options and sold shares, leaving modest direct ownership and larger indirect holdings.

The filing shows exercise of two option tranches (2,250 at $231.68; 2,000 at $290.17) and contemporaneous open-market disposals totaling 4,250 shares across multiple price ranges reported as weighted averages. Exercising in-the-money options and immediately selling some shares is a common liquidity event for executives and does not, by itself, indicate a change in corporate strategy. Reported post-transaction direct ownership is 6,983 shares, while indirect holdings total 16,888 shares across trusts and a partnership, which the reporting person disclaims beneficial ownership of except to the extent of pecuniary interest.

Corporate Governance Expert

TL;DR: Transactions are routine insider exercises and disposals with clear disclosure of indirect ownership via trusts and partnership.

The Form 4 provides transparent detail on option exercises, sale price ranges, and the composition of indirect holdings (5,650; 5,238; 6,000 shares) tied to family trusts and a partnership. The filing includes the required explanatory footnotes and a signature by an attorney-in-fact, indicating procedural compliance with Section 16 reporting requirements. No amendments or other governance actions are disclosed in this filing.

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^*

MARR JOHN S JR

(Last) (First) (Middle)

370 US ROUTE 1

(Street)

FALMOUTH ME 04105

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chair of the Board

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2025

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	08/28/2025		M		2,250	A	$231.68(1)	9,233	D
Common Stock	08/28/2025		M		2,000	A	$290.17(1)	11,233	D
Common Stock	08/28/2025		S		925	D	$552.2454(2)	10,308	D
Common Stock	08/28/2025		S		437	D	$553.7181(3)	9,871	D
Common Stock	08/28/2025		S		822	D	$554.6885(4)	9,049	D
Common Stock	08/28/2025		S		170	D	$555.5735(5)	8,879	D
Common Stock	08/28/2025		S		539	D	$556.472(6)	8,340	D
Common Stock	08/28/2025		S		705	D	$558.0111(7)	7,635	D
Common Stock	08/28/2025		S		652	D	$558.9809(8)	6,983	D
Common Stock								16,888	I	See footnote (9)(9)

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
Option	$231.68	08/28/2025		M			2,250	(10)	06/01/2028	Common Stock	2,250	$0	0	D
Option	$290.17	08/28/2025		M			2,000	(10)	12/01/2029	Common Stock	2,000	$0	4,875	D

Explanation of Responses:

1. Acquired through the exercise of stock options.

2. Reflects the weighted average sale price. The shares were sold in multiple transactions at prices ranging from a low of $552.00 to a high of $552.993 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth with respect to this transaction and all sale transactions reported in this Form 4.

3. Reflects the weighted average sale price. The shares were sold in multiple transactions at prices ranging from a low of $553.084 to a high of $554.045 per share, inclusive.

4. Reflects the weighted average sale price. The shares were sold in multiple transactions at prices ranging from a low of $554.16 to a high of $555.07 per share, inclusive.

5. Reflects the weighted average sale price. The shares were sold in multiple transactions at prices ranging from a low of $555.16 to a high of $556.108 per share, inclusive.

6. Reflects the weighted average sale price. The shares were sold in multiple transactions at prices ranging from a low of $556.195 to a high of $557.167 per share, inclusive.

7. Reflects the weighted average sale price. The shares were sold in multiple transactions at prices ranging from a low of $557.364 to a high of $558.36 per share, inclusive.

8. Reflects the weighted average sale price. The shares were sold in multiple transactions at prices ranging from a low of $558.52 to a high of $559.265 per share, inclusive.

9. Includes shares owned indirectly by the reporting person, as follows: (a) 5,650 shares owned indirectly, which are held in two trusts for which family members are beneficiaries and for which Mr. Marr is a co-trustee and is deemed to have shared voting and dispositive power, (b) 5,238 shares owned indirectly, which are held in a revocable trust established by Mr. Marr's wife in which Mr. Marr's children are the beneficiaries and for which Mr. Marr is a co-trustee, and (c) 6,000 shares owned indirectly, which are held in a partnership in which Mr. Marr is the general partner (the partnership is owned 99% by a trust in which Mr. Marr's children are the beneficiaries and 1% by the general partner). The reporting person disclaims beneficial ownership of the securities identified as owned indirectly except to the extent of his pecuniary interest therein.

10. Option has graded vesting. Dates exercisable will vary with each vesting tranche.

	Randall G. Ray, attorney-in-fact	09/02/2025
	** 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).
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FAQ

What transactions did John S. Marr Jr. report on the Form 4 for TYL?

He exercised options to acquire 2,250 shares at $231.68 and 2,000 shares at $290.17, and sold 4,250 shares in multiple transactions on 08/28/2025.

How many Tyler Technologies (TYL) shares does John Marr directly and indirectly own after these transactions?

Direct ownership: 6,983 shares; Indirect ownership: 16,888 shares held in trusts and a partnership, as disclosed in footnote 9.

What prices did the sold TYL shares fetch according to the Form 4?

Weighted-average sale prices are reported across tranches, with ranges from about $552.00 up to $559.27 per share (see explanatory footnotes for per-tranche ranges).

Who signed the Form 4 for John S. Marr Jr. and when?

Randall G. Ray, attorney-in-fact, signed the Form 4 on 09/02/2025.

Are the indirect holdings fully owned by John Marr?

No. The filing disclaims beneficial ownership of indirectly held securities except to the extent of Mr. Marr's pecuniary interest; the indirect holdings are held in family trusts and a partnership where he is co-trustee or general partner.