MOORE H LYNN JR 4
4 · TYLER TECHNOLOGIES INC · Filed Mar 3, 2026
Research Summary
AI-generated summary of this filing
Tyler Technologies (TYL) CEO Moore H. Lynn Jr. Exercises RSUs, Sells Shares
What Happened
- Moore H. Lynn Jr., President, CEO and Director of Tyler Technologies (TYL), converted/exercised a total of 30,010 derivative units into common stock on March 1, 2026 and was also granted 26,571 restricted stock units the same day. To cover tax obligations, 11,393.578 shares were withheld/sold at $354.69 per share, producing approximately $4,041,188 in proceeds.
- Transactions in the filing use: M = exercise/conversion of derivatives, F = payment of exercise price or tax liability (share withholding/sale), A = grant/award of restricted stock units. Several derivative conversions are reported with $0 sale price reflecting conversion/settlement into common stock before withholding.
Key Details
- Transaction date: March 1, 2026 (Form 4 filed March 3, 2026).
- Shares sold/withheld for taxes: 11,393.578 shares at $354.69 = ~$4,041,188 total proceeds.
- Shares converted/received (exercised/settled): 30,010 shares (multiple conversions) plus 26,571 restricted stock units granted (these grants are awards/RSUs, not open-market purchases).
- Shares owned after the transactions: not specified in the filing.
- Relevant footnotes: conversions/settlements involve performance-based and time-based restricted stock units (see F1–F14). Some awards are contingent on long-term performance metrics (F10–F12) and prior grants settled at actual performance levels (F3–F5).
- Filing timeliness: filed on March 3 for March 1 transactions; no late filing flag noted.
Context
- This appears to be a routine cashless-type settlement: restricted stock units/performance units converted to shares and a portion of shares were withheld/sold to satisfy tax withholding obligations. Such withholding/sales to cover taxes are common and do not necessarily indicate buying or selling for investment reasons.
- The new grants include performance conditions (range 0–150% of target depending on results) and multi-year vesting schedules per the footnotes; some prior performance awards settled at 100%–150% of target.
Insider Transaction Report
Form 4
MOORE H LYNN JR
DirectorPresident and CEO
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-03-01+10,153→ 91,928.417 total - Tax Payment
Common Stock
2026-03-01$354.69/sh−3,995.206$1,417,060→ 87,933.211 total - Exercise/Conversion
Common Stock
[F1]2026-03-01+15,229→ 103,162.211 total - Tax Payment
Common Stock
2026-03-01$354.69/sh−5,912.26$2,097,019→ 97,249.951 total - Exercise/Conversion
Common Stock
[F1]2026-03-01+2,283→ 99,532.951 total - Tax Payment
Common Stock
2026-03-01$354.69/sh−563.353$199,816→ 98,969.598 total - Exercise/Conversion
Common Stock
[F2]2026-03-01+1,042→ 100,011.598 total - Tax Payment
Common Stock
2026-03-01$354.69/sh−410.027$145,432→ 99,601.571 total - Exercise/Conversion
Common Stock
[F2]2026-03-01+756→ 100,357.571 total - Tax Payment
Common Stock
2026-03-01$354.69/sh−297.487$105,516→ 100,060.084 total - Exercise/Conversion
Common Stock
[F2]2026-03-01+547→ 100,607.084 total - Tax Payment
Common Stock
2026-03-01$354.69/sh−215.245$76,345→ 100,391.839 total - Exercise/Conversion
Performance-Based Restricted Stock Unit
[F1][F3]2026-03-01−10,153→ 0 total→ Common Stock (10,153 underlying) - Exercise/Conversion
Performance-Based Restricted Stock Unit
[F1][F4]2026-03-01−15,229→ 0 total→ Common Stock (15,229 underlying) - Exercise/Conversion
Performance-Based Restricted Stock Unit
[F1][F5]2026-03-01−2,283→ 0 total→ Common Stock (2,283 underlying) - Exercise/Conversion
Restricted Stock Unit
[F2][F6]2026-03-01−1,042→ 0 total→ Common Stock (1,042 underlying) - Exercise/Conversion
Restricted Stock Unit
[F2][F7]2026-03-01−756→ 756 total→ Common Stock (756 underlying) - Exercise/Conversion
Restricted Stock Unit
[F2][F8]2026-03-01−547→ 1,096 total→ Common Stock (547 underlying) - Award
Performance-Based Restricted Stock Unit
[F9][F10]2026-03-01+10,572→ 10,572 total→ Common Stock (10,572 underlying) - Award
Performance-Based Restricted Stock Unit
[F9][F11]2026-03-01+10,572→ 10,572 total→ Common Stock (10,572 underlying) - Award
Performance-Based Restricted Stock Unit
[F9][F12]2026-03-01+1,903→ 1,903 total→ Common Stock (1,903 underlying) - Award
Restricted Stock Unit
[F13][F14]2026-03-01+3,524→ 3,524 total→ Common Stock (3,524 underlying)
Footnotes (14)
- [F1]Performance-based restricted stock units convert into common stock on a one-to-one basis.
- [F10]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.
- [F11]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.
- [F12]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.
- [F13]Each restricted stock unit represents a contingent right to receive one share of issuer common stock.
- [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 Amended and Restated 2018 Stock Incentive Plan.
- [F2]Restricted stock units convert into common stock on a one-to-one basis.
- [F3]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.
- [F4]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).
- [F5]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).
- [F6]On March 1, 2023, the reporting person was granted 3,124 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.
- [F7]On March 1, 2024, the reporting person was granted 2,268 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, 2025, the reporting person was granted 1,643 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]Each performance-based restricted stock unit represents a contingent right to receive one share of issuer common stock.
Signature
Randall G. Ray, attorney-in-fact|2026-03-03