Sec Form 3 Filing - Diaz-Pedrosa Abigail Marshall @ TYLER TECHNOLOGIES INC - 2025-05-16

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Diaz-Pedrosa Abigail Marshall
2. Issuer Name and Ticker or Trading Symbol
TYLER TECHNOLOGIES INC [ TYL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Administrative Officer
(Last) (First) (Middle)
ONE TYLER DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
05/16/2025
(Street)
YARMOUTH, ME04096
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 622 D
Common Stock 400 I See footnote (1) ( 1 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option $ 290.17 12/01/2024 12/01/2029 Common Stock 307 D
Option $ 375.85 ( 2 ) 06/01/2030 Common Stock 500 D
Option $ 432.12 ( 2 ) 12/01/2030 Common Stock 2,500 D
Option $ 402 ( 2 ) 06/01/2031 Common Stock 1,600 D
Option $ 501.87 ( 2 ) 12/01/2031 Common Stock 1,600 D
Option $ 345.87 ( 2 ) 06/01/2032 Common Stock 1,600 D
Option $ 352.23 ( 2 ) 12/01/2032 Common Stock 1,600 D
Performance-Based Restricted Stock Unit ( 4 ) ( 3 ) ( 3 ) Common Stock 1,750 D
Performance-Based Restricted Stock Unit ( 4 ) ( 5 ) ( 5 ) Common Stock 1,750 D
Restricted Stock Unit ( 7 ) ( 6 ) ( 6 ) Common Stock 67 D
Performance-Based Restricted Stock Unit ( 4 ) ( 8 ) ( 8 ) Common Stock 1,333 D
Performance-Based Restricted Stock Unit ( 4 ) ( 9 ) ( 9 ) Common Stock 1,333 D
Restricted Stock Unit ( 7 ) ( 10 ) ( 10 ) Common Stock 76 D
Performance-Based Restricted Stock Unit ( 4 ) ( 11 ) ( 11 ) Common Stock 1,068 D
Performance-Based Restricted Stock Unit ( 4 ) ( 12 ) ( 12 ) Common Stock 1,068 D
Performance-Based Restricted Stock Unit ( 4 ) ( 13 ) ( 13 ) Common Stock 351 D
Restricted Stock Unit ( 7 ) ( 14 ) ( 14 ) Common Stock 82 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Diaz-Pedrosa Abigail Marshall
ONE TYLER DRIVE
YARMOUTH, ME04096
Chief Administrative Officer
Signatures
Randall G. Ray, attorney-in-fact 05/20/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )Option has graded vesting. Dates exercisable will vary with each vesting tranche.
( 3 )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.
( 4 )Each performance-based restricted stock unit represents a contingent right to receive one share of issuer common stock.
( 5 )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.
( 6 )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.
( 7 )Each restricted stock unit represents a contingent right to receive one share of issuer common stock.
( 8 )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.
( 9 )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.
( 10 )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.
( 11 )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.
( 12 )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.
( 13 )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.
( 14 )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.

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