TYLER TECHNOLOGIES INC — Director's Dealing 2025

Mar 4, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TYLER TECHNOLOGIES INC (TYL)
CIK: 0000860731
Period of Report: 2025-03-01

Reporting Person: Puckett Jeffrey David (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-03-01	Common Stock	M	2500	—	Acquired	7191.3904	Direct
2025-03-01	Common Stock	F	983.75	$608.43	Disposed	6207.6404	Direct
2025-03-01	Common Stock	M	801	—	Acquired	7008.6404	Direct
2025-03-01	Common Stock	F	315.0464	$608.43	Disposed	6693.594	Direct
2025-03-01	Common Stock	M	260	—	Acquired	6953.594	Direct
2025-03-01	Common Stock	F	102.311	$608.43	Disposed	6851.283	Direct
2025-03-01	Common Stock	M	189	—	Acquired	7040.283	Direct
2025-03-01	Common Stock	F	74.372	$608.43	Disposed	6965.911	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-03-01	Performance-Based Restricted Stock Unit	$	M	2500	Disposed		Common Stock (2500)	Direct
2025-03-01	Performance-Based Restricted Stock Unit	$	M	801	Disposed		Common Stock (801)	Direct
2025-03-01	Restricted Stock Unit	$	M	260	Disposed		Common Stock (260)	Direct
2025-03-01	Restricted Stock Unit	$	M	189	Disposed		Common Stock (189)	Direct
2025-03-01	Performance-Based Restricted Stock Unit	$	A	1725	Acquired		Common Stock (1725)	Direct
2025-03-01	Performance-Based Restricted Stock Unit	$	A	1725	Acquired		Common Stock (1725)	Direct
2025-03-01	Performance-Based Restricted Stock Unit	$	A	534	Acquired		Common Stock (534)	Direct
2025-03-01	Restricted Stock Unit	$	A	410	Acquired		Common Stock (410)	Direct

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: On March 1, 2022, 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, 2024 and continued employment through March 1, 2025. 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 (whereas the number of units originally reported in connection with the grant reflected assumed target performance).

F4: On March 1, 2024, 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, 2024. The number of vested units settled by the issuer in issuer common stock on March 1, 2025 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 781 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.

F6: On March 1, 2024, the reporting person was granted 567 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, 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.

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, 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.

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, 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.

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.