TYLER TECHNOLOGIES INC·4

Mar 3, 4:24 PM ET

Puckett Jeffrey David 4

4 · TYLER TECHNOLOGIES INC · Filed Mar 3, 2026

Research Summary

AI-generated summary of this filing

Updated

Tyler Technologies COO Jeffrey Puckett Exercises Options, Sells Shares

What Happened

  • Jeffrey D. Puckett, Chief Operating Officer of Tyler Technologies (TYL), converted/exercised a total of 9,102 derivative units into common stock on March 1, 2026 and had 3,176.259 shares withheld/sold to cover tax liabilities. The withheld shares were disposed at $354.69 per share, producing cash proceeds of $1,126,588 (sum of the reported withholdings). Several new restricted stock unit (RSU) awards were also reported (totaling 7,962 RSUs) that are subject to future vesting and performance conditions.

Key Details

  • Transaction date: March 1, 2026.
  • Exercised/converted (code M): 9,102 derivative units (multiple conversions shown).
  • Tax withholding / payment of exercise price (code F): 3,176.259 shares withheld at $354.69 → aggregate cash $1,126,588 (listed across separate withholdings).
  • Grants/awards (code A): 3,171 + 3,171 + 916 + 704 = 7,962 RSUs awarded on the report (subject to vesting/performance).
  • Many converted units show $0 consideration on conversion, indicating settlement/conversion of RSUs or PSUs rather than a cash option purchase.
  • Footnotes indicate: performance-based RSUs convert 1:1 to common stock and some settled RSUs reflected actual performance payouts (e.g., 100%, 120%, 150% of target for prior grants). New grants are subject to multi-year performance or time-based vesting and may pay 0%–150% depending on results (see footnotes F10–F13).
  • Shares owned after the transactions are not specified in the provided excerpt.
  • No late filing was noted in the provided information.

Context

  • This was essentially a conversion/settlement of restricted/performance units with company withholding to cover tax obligations (transaction codes M = exercise/conversion, F = tax withholding). The withheld/sold shares to satisfy taxes are routine and do not by themselves signal a directional bet by the insider.
  • The filing also reports new RSU awards that carry performance and/or time-based vesting; these are contingent and may convert to shares in future periods depending on company performance and continued employment.

Insider Transaction Report

Form 4
Period: 2026-03-01
Puckett Jeffrey David
Chief Operating Officer
Transactions
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-03-01+2,9679,968.763 total
  • Tax Payment

    Common Stock

    2026-03-01$354.69/sh1,167.515$414,1068,801.248 total
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-03-01+4,45013,251.248 total
  • Tax Payment

    Common Stock

    2026-03-01$354.69/sh1,493.104$529,58911,758.144 total
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-03-01+1,09912,857.144 total
  • Tax Payment

    Common Stock

    2026-03-01$354.69/sh285.048$101,10412,572.096 total
  • Exercise/Conversion

    Common Stock

    [F2]
    2026-03-01+26112,833.096 total
  • Tax Payment

    Common Stock

    2026-03-01$354.69/sh102.704$36,42812,730.392 total
  • Exercise/Conversion

    Common Stock

    [F2]
    2026-03-01+18912,919.392 total
  • Tax Payment

    Common Stock

    2026-03-01$354.69/sh74.372$26,37912,845.02 total
  • Exercise/Conversion

    Common Stock

    [F2]
    2026-03-01+13612,981.02 total
  • Tax Payment

    Common Stock

    2026-03-01$354.69/sh53.516$18,98212,927.504 total
  • Exercise/Conversion

    Performance-Based Restricted Stock Unit

    [F1][F3]
    2026-03-012,9670 total
    Common Stock (2,967 underlying)
  • Exercise/Conversion

    Performance-Based Restricted Stock Unit

    [F1][F4]
    2026-03-014,4500 total
    Common Stock (4,450 underlying)
  • Exercise/Conversion

    Performance-Based Restricted Stock Unit

    [F1][F5]
    2026-03-011,0990 total
    Common Stock (1,099 underlying)
  • Exercise/Conversion

    Restricted Stock Unit

    [F2][F6]
    2026-03-012610 total
    Common Stock (261 underlying)
  • Exercise/Conversion

    Restricted Stock Unit

    [F2][F7]
    2026-03-01189189 total
    Common Stock (189 underlying)
  • Exercise/Conversion

    Restricted Stock Unit

    [F2][F8]
    2026-03-01136274 total
    Common Stock (136 underlying)
  • Award

    Performance-Based Restricted Stock Unit

    [F9][F10]
    2026-03-01+3,1713,171 total
    Common Stock (3,171 underlying)
  • Award

    Performance-Based Restricted Stock Unit

    [F9][F11]
    2026-03-01+3,1713,171 total
    Common Stock (3,171 underlying)
  • Award

    Performance-Based Restricted Stock Unit

    [F9][F12]
    2026-03-01+916916 total
    Common Stock (916 underlying)
  • Award

    Restricted Stock Unit

    [F13][F14]
    2026-03-01+704704 total
    Common Stock (704 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 781 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 567 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 410 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

Documents

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