MARR JOHN S JR 4
4 · TYLER TECHNOLOGIES INC · Filed Mar 3, 2026
Research Summary
AI-generated summary of this filing
Tyler Technologies (TYL) Exec Chair John Marr Receives RSUs, Withholds Shares
What Happened
- John S. Marr Jr., Executive Chair of the Board at Tyler Technologies (TYL), had performance-based restricted stock units (RSUs) vest and be converted into common stock on March 1, 2026. Two grants settled for a total of 3,512 shares (1,405 + 2,107). These conversions had no cash exercise price.
- To satisfy tax withholding, 516.264 and 637.098 shares (total 1,153.362 shares) were surrendered at an effective price of $354.69 per share, generating $183,114 and $225,972 respectively (total $409,086). That leaves approximately 2,358.638 vested shares retained by Mr. Marr after withholding.
- Footnotes indicate the two grants were performance-based: one paid at 100% of target (recurring revenue growth) and the other at 150% of target (operating margin).
Key Details
- Transaction date: March 1, 2026; Form 4 filed March 3, 2026 (appears timely).
- Vested/converted shares: 1,405 and 2,107 (total 3,512) from performance-based RSU awards (codes M for conversion).
- Shares withheld to cover taxes (code F): 516.264 shares ($183,114) and 637.098 shares ($225,972); share price used: $354.69.
- Net shares retained after withholding: ~2,358.638 shares.
- Indirect holdings noted in filing: 5,650 + 5,238 + 6,000 = 16,888 shares held indirectly via trusts/partnerships (reporting person disclaims beneficial ownership except to extent of pecuniary interest).
- No indication of a public open-market sale; the withheld shares were to satisfy tax obligations (routine).
Context
- This was a settlement of performance RSUs (no cash paid to acquire the shares). The withheld-share entries are a common, routine mechanism to pay required taxes upon vesting (effectively a cashless withholding), not an open-market investment decision.
- The filing shows performance metrics and payout levels (100% and 150% of target) for the original grants; it does not state any broader change in Mr. Marr’s ownership percentage beyond the post-vesting shares retained.
Insider Transaction Report
Form 4
MARR JOHN S JR
DirectorExecutive Chair of the Board
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-03-01+1,405→ 8,388 total - Tax Payment
Common Stock
2026-03-01$354.69/sh−516.264$183,114→ 7,871.736 total - Exercise/Conversion
Common Stock
[F1]2026-03-01+2,107→ 9,978.736 total - Tax Payment
Common Stock
2026-03-01$354.69/sh−637.098$225,972→ 9,341.638 total - Exercise/Conversion
Performance-Based Restricted Stock Unit
[F1][F3]2026-03-01−1,405→ 0 total→ Common Stock (1,405 underlying) - Exercise/Conversion
Performance-Based Restricted Stock Unit
[F1][F4]2026-03-01−2,107→ 0 total→ Common Stock (2,107 underlying)
Holdings
- 16,888(indirect: See footnote (2))
Common Stock
[F2]
Footnotes (4)
- [F1]Performance-based restricted stock units convert into common stock on a one-to-one basis.
- [F2]Includes shares owned indirectly by the reporting person, as follows: (a) 5,650 shares owned indirectly, which are held in two trusts for which family members are beneficiaries and for which Mr. Marr is a co-trustee and is deemed to have shared voting and dispositive power, (b) 5,238 shares owned indirectly, which are held in a revocable trust established by Mr. Marr's wife in which Mr. Marr's children are the beneficiaries and for which Mr. Marr is a co-trustee, and (c) 6,000 shares owned indirectly, which are held in a partnership in which Mr. Marr is the general partner (the partnership is owned 99% by a trust in which Mr. Marr's children are the beneficiaries and 1% by the general partner). The reporting person disclaims beneficial ownership of the securities identified as owned indirectly except to the extent of his pecuniary interest therein.
- [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).
Signature
Randall G. Ray, attorney-in-fact|2026-03-03