MILLER BRIAN K 4

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).