Tyler Technologies (TYL) chair exercises performance RSUs, withholds shares for taxes

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Tyler Technologies Executive Chair John S. Marr Jr. reported equity award activity involving performance-based restricted stock units and common shares. On March 1, 2026, performance-based RSUs granted in 2023 converted one-for-one into common stock based on results through December 31, 2025.

The filing shows 3,512 common shares acquired upon RSU conversion and 1,153.362 shares withheld at a price of $354.69 per share to satisfy tax obligations, a non–open-market disposition. Footnotes explain one award vested at 100% of target based on cumulative recurring revenue growth and another at 150% of target based on operating margin.

Marr also reports 16,888 shares held indirectly through family trusts and a partnership where he has shared voting or dispositive power and disclaims beneficial ownership beyond his pecuniary interest.

Insider Trade Summary

3,512 shares exercised/converted

Mixed 7 txns

Insider MARR JOHN S JR

Role Executive Chair of the Board

Type	Security	Shares	Price	Value
Exercise	Performance-Based Restricted Stock Unit	1,405	$0.00	--
Exercise	Performance-Based Restricted Stock Unit	2,107	$0.00	--
Exercise	Common Stock	1,405	$0.00	--
Tax Withholding	Common Stock	516.264	$354.69	$183K
Exercise	Common Stock	2,107	$0.00	--
Tax Withholding	Common Stock	637.098	$354.69	$226K
holding	Common Stock	--	--	--

Holdings After Transaction: Performance-Based Restricted Stock Unit — 0 shares (Direct); Common Stock — 8,388 shares (Direct); Common Stock — 16,888 shares (Indirect, See footnote (2))

Footnotes (1)

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

Form 4 Insider Transactions: What Each Field Means →

03/03/2026 - 02:43 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
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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^*

MARR JOHN S JR

(Last)

(First)

(Middle)

370 US ROUTE 1

(Street)

FALMOUTH

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)
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		1,405	A	⁽¹⁾	8,388	D
Common Stock	03/01/2026		F		516.264	D	$354.69	7,871.736	D
Common Stock	03/01/2026		M		2,107	A	⁽¹⁾	9,978.736	D
Common Stock	03/01/2026		F		637.098	D	$354.69	9,341.638	D
Common Stock								16,888	I	See footnote (2)⁽²⁾

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			1,405	⁽³⁾	⁽³⁾	Common Stock	1,405	$0	0	D
Performance-Based Restricted Stock Unit	⁽¹⁾	03/01/2026		M			2,107	⁽⁴⁾	⁽⁴⁾	Common Stock	2,107	$0	0	D

Explanation of Responses:

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

2. 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.

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).

	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 insider transactions did John S. Marr Jr. report for Tyler Technologies (TYL)?

John S. Marr Jr. reported exercises of performance-based restricted stock units converting into common stock and related tax-withholding share dispositions. The activity reflects equity awards vesting based on 2023 grants tied to 2025 performance and continued employment through March 1, 2026.

How many Tyler Technologies shares did John S. Marr Jr. acquire and dispose of?

The filing shows 3,512 Tyler Technologies common shares acquired through RSU conversions and 1,153.362 shares withheld to cover tax liabilities. These withholding transactions occurred at a price of $354.69 per share and are not open-market sales, but satisfy tax obligations on vested awards.

What performance conditions triggered John S. Marr Jr.’s Tyler Technologies RSU vesting?

The performance-based RSUs were tied to cumulative recurring revenue growth and operating margin for the period ending December 31, 2025. One grant vested at 100% of target on revenue growth, while another vested at 150% of target on operating margin, subject to continued employment through March 1, 2026.

At what price were Tyler Technologies shares withheld for John S. Marr Jr.’s taxes?

Shares were withheld at $354.69 per share to satisfy tax liabilities associated with the vesting RSUs. These Form 4 transactions are coded as tax-withholding dispositions, meaning shares were delivered back to the issuer rather than sold in the open market.

How many Tyler Technologies shares does John S. Marr Jr. hold indirectly?

The filing reports 16,888 shares held indirectly through multiple family-related entities, including trusts and a partnership. Marr is a co-trustee or general partner with shared voting and dispositive power and disclaims beneficial ownership except to the extent of his pecuniary interest.

What are the key dates for John S. Marr Jr.’s Tyler Technologies RSU grants?

The performance-based RSUs were granted on March 1, 2023, with performance measured through December 31, 2025 and continued employment required through March 1, 2026. Settlement in issuer common stock on March 1, 2026 reflects actual performance versus target levels for those periods.