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TYLER TECHNOLOGIES INC — Director's Dealing 2025
May 20, 2025
30230_dirs_2025-05-20_352de6e1-bf60-4e68-8aa6-65d675073e1e.zip
Director's Dealing
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SEC Form 3 — Initial Statement of Beneficial Ownership
Issuer: TYLER TECHNOLOGIES INC (TYL)
CIK: 0000860731
Period of Report: 2025-05-16
Reporting Person: Diaz-Pedrosa Abigail Marshall (Chief Administrative Officer)
Holdings (Non-Derivative)
| Security | Shares | Ownership |
|---|---|---|
| Common Stock | 622 | Direct |
| Common Stock | 400 | Indirect |
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| Option | $290.17 | 2029-12-01 | Common Stock (307) | Direct | |
| Option | $375.85 | 2030-06-01 | Common Stock (500) | Direct | |
| Option | $432.12 | 2030-12-01 | Common Stock (2500) | Direct | |
| Option | $402 | 2031-06-01 | Common Stock (1600) | Direct | |
| Option | $501.87 | 2031-12-01 | Common Stock (1600) | Direct | |
| Option | $345.87 | 2032-06-01 | Common Stock (1600) | Direct | |
| Option | $352.23 | 2032-12-01 | Common Stock (1600) | Direct | |
| Performance-Based Restricted Stock Unit | $ | Common Stock (1750) | Direct | ||
| Performance-Based Restricted Stock Unit | $ | Common Stock (1750) | Direct | ||
| Restricted Stock Unit | $ | Common Stock (67) | Direct | ||
| Performance-Based Restricted Stock Unit | $ | Common Stock (1333) | Direct | ||
| Performance-Based Restricted Stock Unit | $ | Common Stock (1333) | Direct | ||
| Restricted Stock Unit | $ | Common Stock (76) | Direct | ||
| Performance-Based Restricted Stock Unit | $ | Common Stock (1068) | Direct | ||
| Performance-Based Restricted Stock Unit | $ | Common Stock (1068) | Direct | ||
| Performance-Based Restricted Stock Unit | $ | Common Stock (351) | Direct | ||
| Restricted Stock Unit | $ | Common Stock (82) | Direct |
Footnotes
F1: 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.
F2: Option has graded vesting. Dates exercisable will vary with each vesting tranche.
F3: Vesting is subject to the issuer's achievement of long-term performance goals 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 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.
F4: Each performance-based restricted stock unit represents a contingent right to receive one share of issuer common stock.
F5: Vesting is subject to the issuer's achievement of long-term performance goals based upon operating margin for the year ending December 31, 2025 and continued employment through March 1, 2026. 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.
F6: 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. The issuer granted 200 restricted stock units on March 1, 2023.
F7: Each 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: 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. The issuer granted 113 stock units on March 1, 2024.
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, 2027 and continued employment through March 1, 2028. 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, 2027 and continued employment through March 1, 2028. 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, 2025. The number of vested restricted stock units will be settled by the issuer in issuer common stock on March 1, 2026. 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: 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. The issuer granted 82 restricted stock units on March 1, 2025.