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TYLER TECHNOLOGIES INC Director's Dealing 2026

Mar 3, 2026

30230_dirs_2026-03-03_30a4b217-2d1a-4e85-89ea-bd6b24f333a7.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TYLER TECHNOLOGIES INC (TYL)
CIK: 0000860731
Period of Report: 2026-03-01

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2026-03-01 Common Stock M 4771 Acquired 20918.9156 Direct
2026-03-01 Common Stock F 1877.389 $354.69 Disposed 19041.5266 Direct
2026-03-01 Common Stock M 7156 Acquired 26197.5266 Direct
2026-03-01 Common Stock F 2608.663 $354.69 Disposed 23588.8636 Direct
2026-03-01 Common Stock M 1437 Acquired 25025.8636 Direct
2026-03-01 Common Stock F 364.4676 $354.69 Disposed 24661.396 Direct
2026-03-01 Common Stock M 464 Acquired 25125.396 Direct
2026-03-01 Common Stock F 182.585 $354.69 Disposed 24942.811 Direct
2026-03-01 Common Stock M 378 Acquired 25320.811 Direct
2026-03-01 Common Stock F 148.743 $354.69 Disposed 25172.068 Direct
2026-03-01 Common Stock M 273 Acquired 25445.068 Direct
2026-03-01 Common Stock F 107.426 $354.69 Disposed 25337.642 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2026-03-01 Performance-Based Restricted Stock Unit $ M 4771 Disposed Common Stock (4771) Direct
2026-03-01 Performance-Based Restricted Stock Unit $ M 7156 Disposed Common Stock (7156) Direct
2026-03-01 Performance-Based Restricted Stock Unit $ M 1437 Disposed Common Stock (1437) Direct
2026-03-01 Restricted Stock Unit $ M 464 Disposed Common Stock (464) Direct
2026-03-01 Restricted Stock Unit $ M 378 Disposed Common Stock (378) Direct
2026-03-01 Restricted Stock Unit $ M 273 Disposed Common Stock (273) Direct
2026-03-01 Performance-Based Restricted Stock Unit $ A 4440 Acquired Common Stock (4440) Direct
2026-03-01 Performance-Based Restricted Stock Unit $ A 4440 Acquired Common Stock (4440) Direct
2026-03-01 Performance-Based Restricted Stock Unit $ A 1198 Acquired Common Stock (1198) Direct
2026-03-01 Restricted Stock Unit $ A 1409 Acquired Common Stock (1409) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 13695 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) 4,369 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, 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.

F5: 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).

F6: On March 1, 2025, 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, 2025. The number of vested units settled by the issuer in issuer common stock on March 1, 2026 reflects actual performance equal to 120% of target performance (whereas the number of units originally reported in connection with the grant reflected assumed target performance).

F7: 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 Amended and Restated 2018 Stock Incentive Plan.

F8: On March 1, 2024, the reporting person was granted 1,134 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 Amended and Restated 2018 Stock Incentive Plan.

F9: On March 1, 2025, the reporting person was granted 821 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 Amended and Restated 2018 Stock Incentive Plan.

F10: Each performance-based restricted stock unit represents a contingent right to receive one share of issuer common stock.

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, 2028 and continued employment through March 1, 2029. 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, 2028 and continued employment through March 1, 2029. 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, 2026. The number of vested restricted stock units will be settled by the issuer in issuer common stock on March 1, 2027. 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: Each restricted stock unit represents a contingent right to receive one share of issuer common stock.

F15: 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 Amended and Restated 2018 Stock Incentive Plan.