Diaz-Pedrosa Abigail Marshall 4
4 · TYLER TECHNOLOGIES INC · Filed Mar 3, 2026
Research Summary
AI-generated summary of this filing
Tyler (TYL) CAO Abigail Diaz‑Pedrosa Exercises Derivatives, Sells ~1,916
What Happened
- Abigail Diaz‑Pedrosa, Chief Administrative Officer of Tyler Technologies (TYL), converted/exercised a total of 5,230 derivative awards into common stock on March 1, 2026.
- To satisfy tax withholding obligations, she disposed (sell‑to‑cover/withheld) about 1,915.732 shares at $354.69 per share, generating roughly $679,490 in proceeds.
- The filing also reports new awards (performance- and time‑based restricted stock units) totaling 5,213 RSU target units (two grants of 1,973 units, plus 845 and 422 units) that are contingent on performance or time-based vesting.
Key Details
- Transaction date: March 1, 2026; filing date: March 3, 2026 (timely).
- Sale price for tax withholding: $354.69 per share; total withheld/sold ≈1,915.732 shares; proceeds ≈ $679,490.
- Exercise/conversion quantity: 5,230 derivative shares converted into common stock (reported with $0 exercise price/zero cash exercise in the filing).
- New awards: 1,973 + 1,973 + 845 + 422 RSUs (target amounts); many are performance‑based and convert 1:1 to shares if/when vested.
- Footnotes of note:
- Several RSUs are performance‑based and may pay out 0%–150% of target depending on achievement of specified financial goals (revenue growth, operating margin, or non‑GAAP EPS) and continued employment through March 2027 or March 2029.
- Code F indicates shares were disposed to pay exercise price or tax liability (sell‑to‑cover).
- The filing discloses 400 indirect shares in a family trust for which she is co‑trustee (shared voting/dispositive power).
- Shares owned after the transactions are not stated in the excerpt of the filing.
Context
- This looks like a cashless exercise / conversion of derivative awards with a concurrent sell/withholding of shares to cover tax obligations — a routine administrative step many executives take when RSUs vest or options convert.
- Such tax‑withholding disposals are common and do not necessarily signal a personal view on the company's stock.
- The grants reported are mostly performance‑based and will only convert to shares if specified company performance targets are met (possible payout range 0–150% of target).
Insider Transaction Report
Form 4
Diaz-Pedrosa Abigail Marshall
Chief Administrative Officer
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-03-01+1,750→ 2,873 total - Tax Payment
Common Stock
2026-03-01$354.69/sh−776.124$275,283→ 2,096.876 total - Exercise/Conversion
Common Stock
[F1]2026-03-01+2,625→ 4,721.876 total - Tax Payment
Common Stock
2026-03-01$354.69/sh−849.758$301,401→ 3,872.118 total - Exercise/Conversion
Common Stock
[F1]2026-03-01+723→ 4,595.118 total - Tax Payment
Common Stock
2026-03-01$354.69/sh−231.307$82,042→ 4,363.811 total - Exercise/Conversion
Common Stock
[F2]2026-03-01+67→ 4,430.811 total - Tax Payment
Common Stock
2026-03-01$354.69/sh−29.714$10,539→ 4,401.097 total - Exercise/Conversion
Common Stock
[F2]2026-03-01+38→ 4,439.097 total - Tax Payment
Common Stock
2026-03-01$354.69/sh−16.854$5,978→ 4,422.243 total - Exercise/Conversion
Common Stock
[F2]2026-03-01+27→ 4,449.243 total - Tax Payment
Common Stock
2026-03-01$354.69/sh−11.975$4,247→ 4,437.268 total - Exercise/Conversion
Performance-Based Restricted Stock Unit
[F1][F4]2026-03-01−1,750→ 0 total→ Common Stock (1,750 underlying) - Exercise/Conversion
Performance-Based Restricted Stock Unit
[F1][F5]2026-03-01−2,625→ 0 total→ Common Stock (2,625 underlying) - Exercise/Conversion
Performance-Based Restricted Stock Unit
[F1][F6]2026-03-01−723→ 0 total→ Common Stock (723 underlying) - Exercise/Conversion
Restricted Stock Unit
[F2][F7]2026-03-01−67→ 0 total→ Common Stock (67 underlying) - Exercise/Conversion
Restricted Stock Unit
[F2][F8]2026-03-01−38→ 38 total→ Common Stock (38 underlying) - Exercise/Conversion
Restricted Stock Unit
[F2][F9]2026-03-01−27→ 55 total→ Common Stock (27 underlying) - Award
Performance-Based Restricted Stock Unit
[F10][F11]2026-03-01+1,973→ 1,973 total→ Common Stock (1,973 underlying) - Award
Performance-Based Restricted Stock Unit
[F10][F12]2026-03-01+1,973→ 1,973 total→ Common Stock (1,973 underlying) - Award
Performance-Based Restricted Stock Unit
[F10][F13]2026-03-01+845→ 845 total→ Common Stock (845 underlying) - Award
Restricted Stock Unit
[F14][F15]2026-03-01+422→ 422 total→ Common Stock (422 underlying)
Holdings
- 400(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]Indirect shares include 400 shares owned by a trust for which family members are beneficiaries and for which Mrs. Diaz-Pedrosa is a co-trustee and is deemed to have shared voting power and dispositive power.
- [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 200 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 113 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 82 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