MARR JOHN S JR 4

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.