MILLER BRIAN K 4
4 · TYLER TECHNOLOGIES INC · Filed Mar 3, 2026
Research Summary
AI-generated summary of this filing
Tyler (TYL) CFO Brian K. Miller Exercises RSUs; 5,289 Shares Withheld
What Happened
- Brian K. Miller, Executive Vice President and Chief Financial Officer of Tyler Technologies (TYL), had multiple restricted stock units (RSUs) convert/vest on March 1, 2026 (reported on Form 4 filed March 3, 2026). About 14,479 shares converted/vested. To cover tax withholding obligations, the company withheld/surrendered ~5,289.274 shares at an indicated price of $354.69 per share, totaling approximately $1,876,053. After withholding, Miller received a net of roughly 9,190 shares. The filing also shows new awards granted on March 1, 2026 totaling 11,487 target RSUs (performance- and time-based grants subject to vesting conditions).
Key Details
- Transaction date(s): March 1, 2026; Form 4 filed March 3, 2026 (timely).
- Vested/converted (M entries): ~14,479 shares converted from RSUs to common stock.
- Shares surrendered for tax/payment (F entries): ~5,289.274 shares withheld at $354.69/share for ~$1,876,053.
- Net shares added: ~9,190 shares (14,479 vested − 5,289 withheld).
- New grants (A entries): 4,440 + 4,440 + 1,198 + 1,409 = 11,487 RSUs granted on March 1, 2026 (subject to performance/time vesting).
- Notable footnotes: filing indicates performance-based awards convert 1:1 to common stock; some prior performance awards settled at 100%, 150%, and 120% of target (per footnotes F4–F6). New awards have performance or time-based vesting (may range 0%–150% of target depending on results; see footnotes F11–F15).
- Shares owned after transaction: the filing does not state a total beneficial ownership figure, though it discloses indirect holdings of 13,695 shares across family trusts (footnote F3).
Context
- These were vesting/conversion events for restricted stock units (derivative conversions, coded M); the F-coded entries are shares withheld/surrendered to satisfy tax withholding obligations (common, non-open-market disposition). This is not an open-market sale signaling active cash-out by the insider — it’s routine tax withholding tied to vesting. The filing appears timely (reported two days after the March 1 transactions).
Insider Transaction Report
Form 4
MILLER BRIAN K
Executive VP and CFO
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-03-01+4,771→ 20,918.916 total - Tax Payment
Common Stock
2026-03-01$354.69/sh−1,877.389$665,891→ 19,041.527 total - Exercise/Conversion
Common Stock
[F1]2026-03-01+7,156→ 26,197.527 total - Tax Payment
Common Stock
2026-03-01$354.69/sh−2,608.663$925,267→ 23,588.864 total - Exercise/Conversion
Common Stock
[F1]2026-03-01+1,437→ 25,025.864 total - Tax Payment
Common Stock
2026-03-01$354.69/sh−364.468$129,273→ 24,661.396 total - Exercise/Conversion
Common Stock
[F2]2026-03-01+464→ 25,125.396 total - Tax Payment
Common Stock
2026-03-01$354.69/sh−182.585$64,761→ 24,942.811 total - Exercise/Conversion
Common Stock
[F2]2026-03-01+378→ 25,320.811 total - Tax Payment
Common Stock
2026-03-01$354.69/sh−148.743$52,758→ 25,172.068 total - Exercise/Conversion
Common Stock
[F2]2026-03-01+273→ 25,445.068 total - Tax Payment
Common Stock
2026-03-01$354.69/sh−107.426$38,103→ 25,337.642 total - Exercise/Conversion
Performance-Based Restricted Stock Unit
[F1][F4]2026-03-01−4,771→ 0 total→ Common Stock (4,771 underlying) - Exercise/Conversion
Performance-Based Restricted Stock Unit
[F1][F5]2026-03-01−7,156→ 0 total→ Common Stock (7,156 underlying) - Exercise/Conversion
Performance-Based Restricted Stock Unit
[F1][F6]2026-03-01−1,437→ 0 total→ Common Stock (1,437 underlying) - Exercise/Conversion
Restricted Stock Unit
[F2][F7]2026-03-01−464→ 0 total→ Common Stock (464 underlying) - Exercise/Conversion
Restricted Stock Unit
[F2][F8]2026-03-01−378→ 378 total→ Common Stock (378 underlying) - Exercise/Conversion
Restricted Stock Unit
[F2][F9]2026-03-01−273→ 548 total→ Common Stock (273 underlying) - Award
Performance-Based Restricted Stock Unit
[F10][F11]2026-03-01+4,440→ 4,440 total→ Common Stock (4,440 underlying) - Award
Performance-Based Restricted Stock Unit
[F10][F12]2026-03-01+4,440→ 4,440 total→ Common Stock (4,440 underlying) - Award
Performance-Based Restricted Stock Unit
[F10][F13]2026-03-01+1,198→ 1,198 total→ Common Stock (1,198 underlying) - Award
Restricted Stock Unit
[F14][F15]2026-03-01+1,409→ 1,409 total→ Common Stock (1,409 underlying)
Holdings
- 13,695(indirect: See footnote (3))
Common Stock
[F3]
Footnotes (15)
- [F1]Performance-based restricted stock units convert into common stock on a one-to-one basis.
- [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.
- [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.
Signature
Randall G. Ray, attorney-in-fact|2026-03-03