TYLER TECHNOLOGIES INC — Director's Dealing 2024

Mar 5, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TYLER TECHNOLOGIES INC (TYL)
CIK: 0000860731
Period of Report: 2024-03-01

Reporting Person: MILLER BRIAN K (Executive VP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-03-01	Common Stock	M	4999	—	Acquired	19608.7855	Direct
2024-03-01	Common Stock	F	1967.107	$437.14	Disposed	17641.6785	Direct
2024-03-01	Common Stock	M	1215	—	Acquired	18856.6785	Direct
2024-03-01	Common Stock	F	477.9293	$437.14	Disposed	18378.7492	Direct
2024-03-01	Common Stock	M	463	—	Acquired	18841.7492	Direct
2024-03-01	Common Stock	F	182.191	$437.14	Disposed	18659.5582	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-03-01	Performance-Based Restricted Stock Unit	$	M	4999	Acquired		Common Stock (4999)	Direct
2024-03-01	Performance-Based Restricted Stock Unit	$	M	1215	Acquired		Common Stock (1215)	Direct
2024-03-01	Restricted Stock Unit	$	M	463	Acquired		Common Stock (463)	Direct
2024-03-01	Performance-Based Restricted Stock Unit	$	A	3402	Acquired		Common Stock (3402)	Direct
2024-03-01	Performance-Based Restricted Stock Unit	$	A	3402	Acquired		Common Stock (3402)	Direct
2024-03-01	Performance-Based Restricted Stock Unit	$	A	963	Acquired		Common Stock (963)	Direct
2024-03-01	Restricted Stock Unit	$	A	1134	Acquired		Common Stock (1134)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	26781	Indirect

Footnotes

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: Includes shares owned indirectly by the reporting person as follows: (a) 17,455 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.

F4: On March 1, 2021, the reporting person was granted performance-based restricted stock units based upon cumulative recurring revenue growth over a three-year period ending on December 31, 2023 and continued employment through March 1, 2024. 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).

F5: On March 1, 2023, 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, 2023 and continued employment through March 1, 2024. The number of vested units settled by the issuer in issuer common stock on such date reflects actual performance equal to 125% of target performance (whereas the number of units originally reported in connection with the grant reflected assumed target performance).

F6: 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 2018 Stock Incentive Plan.

F7: Each performance-based restricted stock unit represents a contingent right to receive one share of issuer common stock.

F8: 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, 2026 and continued employment through March 1, 2027. 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.

F9: 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, 2026 and continued employment through March 1, 2027. 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.

F10: 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, 2024. The number of vested restricted stock units will be settled by the issuer in issuer common stock on March 1, 2025. 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.

F11: Each restricted stock unit represents a contingent right to receive one share of issuer common stock.

F12: 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 2018 Stock Incentive Plan.