SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Diaz-Pedrosa Abigail Marshall

(Last)

(First)

(Middle)

ONE TYLER DRIVE

(Street)

YARMOUTH

04096

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/16/2025

3. Issuer Name and Ticker or Trading Symbol
TYLER TECHNOLOGIES INC [ TYL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Administrative Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	622	D
Common Stock	400	I	See footnote (1)⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option	12/01/2024	12/01/2029	Common Stock	307	$290.17	D
Option	⁽²⁾	06/01/2030	Common Stock	500	$375.85	D
Option	⁽²⁾	12/01/2030	Common Stock	2,500	$432.12	D
Option	⁽²⁾	06/01/2031	Common Stock	1,600	$402	D
Option	⁽²⁾	12/01/2031	Common Stock	1,600	$501.87	D
Option	⁽²⁾	06/01/2032	Common Stock	1,600	$345.87	D
Option	⁽²⁾	12/01/2032	Common Stock	1,600	$352.23	D
Performance-Based Restricted Stock Unit	⁽³⁾	⁽³⁾	Common Stock	1,750	⁽⁴⁾	D
Performance-Based Restricted Stock Unit	⁽⁵⁾	⁽⁵⁾	Common Stock	1,750	⁽⁴⁾	D
Restricted Stock Unit	⁽⁶⁾	⁽⁶⁾	Common Stock	67	⁽⁷⁾	D
Performance-Based Restricted Stock Unit	⁽⁸⁾	⁽⁸⁾	Common Stock	1,333	⁽⁴⁾	D
Performance-Based Restricted Stock Unit	⁽⁹⁾	⁽⁹⁾	Common Stock	1,333	⁽⁴⁾	D
Restricted Stock Unit	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	76	⁽⁷⁾	D
Performance-Based Restricted Stock Unit	⁽¹¹⁾	⁽¹¹⁾	Common Stock	1,068	⁽⁴⁾	D
Performance-Based Restricted Stock Unit	⁽¹²⁾	⁽¹²⁾	Common Stock	1,068	⁽⁴⁾	D
Performance-Based Restricted Stock Unit	⁽¹³⁾	⁽¹³⁾	Common Stock	351	⁽⁴⁾	D
Restricted Stock Unit	⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	82	⁽⁷⁾	D

Explanation of Responses:

1. 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.

2. Option has graded vesting. Dates exercisable will vary with each vesting tranche.

3. Vesting is subject to the issuer's achievement of long-term performance goals 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 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.

4. Each performance-based restricted stock unit represents a contingent right to receive one share of issuer common stock.

5. Vesting is subject to the issuer's achievement of long-term performance goals based upon operating margin for the year ending December 31, 2025 and continued employment through March 1, 2026. 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.

6. 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 2018 Stock Incentive Plan. The issuer granted 200 restricted stock units on March 1, 2023.

7. Each restricted stock unit represents a contingent right to receive one share of issuer common stock.

8. 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, 2026 and continued employment through March 1, 2027. 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.

9. 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, 2026 and continued employment through March 1, 2027. 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.

10. 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 2018 Stock Incentive Plan. The issuer granted 113 stock units on March 1, 2024.

11. 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, 2027 and continued employment through March 1, 2028. 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.

12. 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, 2027 and continued employment through March 1, 2028. 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.

13. 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, 2025. The number of vested restricted stock units will be settled by the issuer in issuer common stock on March 1, 2026. 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.

14. 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 2018 Stock Incentive Plan. The issuer granted 82 restricted stock units on March 1, 2025.

	Randall G. Ray, attorney-in-fact	05/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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