0001240085-24-000011.txt : 20240305 0001240085-24-000011.hdr.sgml : 20240305 20240305123754 ACCESSION NUMBER: 0001240085-24-000011 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240301 FILED AS OF DATE: 20240305 DATE AS OF CHANGE: 20240305 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MILLER BRIAN K CENTRAL INDEX KEY: 0001086072 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10485 FILM NUMBER: 24719238 MAIL ADDRESS: STREET 1: 5101 TENNYSON PARKWAY CITY: PLANO STATE: TX ZIP: 75024 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TYLER TECHNOLOGIES INC CENTRAL INDEX KEY: 0000860731 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] ORGANIZATION NAME: 06 Technology IRS NUMBER: 752303920 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5101 TENNYSON PKWY CITY: PLANO STATE: TX ZIP: 75024 BUSINESS PHONE: 9727133700 MAIL ADDRESS: STREET 1: 5101 TENNYSON PKWY CITY: PLANO STATE: TX ZIP: 75024 FORMER COMPANY: FORMER CONFORMED NAME: TYLER CORP /NEW/ DATE OF NAME CHANGE: 19930328 FORMER COMPANY: FORMER CONFORMED NAME: TYLER THREE INC DATE OF NAME CHANGE: 19600201 4 1 primary_doc.xml PRIMARY DOCUMENT X0508 4 2024-03-01 0 0000860731 TYLER TECHNOLOGIES INC TYL 0001086072 MILLER BRIAN K 5101 TENNYSON PARKWAY PLANO TX 75024 0 1 0 0 Executive VP and CFO 0 Common Stock 2024-03-01 4 M 0 4999 A 19608.7855 D Common Stock 2024-03-01 4 F 0 1967.107 437.14 D 17641.6785 D Common Stock 2024-03-01 4 M 0 1215 A 18856.6785 D Common Stock 2024-03-01 4 F 0 477.9293 437.14 D 18378.7492 D Common Stock 2024-03-01 4 M 0 463 A 18841.7492 D Common Stock 2024-03-01 4 F 0 182.191 437.14 D 18659.5582 D Common Stock 26781 I See footnote (3) Performance-Based Restricted Stock Unit 2024-03-01 4 M 0 4999 0 A Common Stock 4999 0 D Performance-Based Restricted Stock Unit 2024-03-01 4 M 0 1215 0 A Common Stock 1215 0 D Restricted Stock Unit 2024-03-01 4 M 0 463 0 A Common Stock 463 927 D Performance-Based Restricted Stock Unit 2024-03-01 4 A 0 3402 0 A Common Stock 3402 3402 D Performance-Based Restricted Stock Unit 2024-03-01 4 A 0 3402 0 A Common Stock 3402 3402 D Performance-Based Restricted Stock Unit 2024-03-01 4 A 0 963 0 A Common Stock 963 963 D Restricted Stock Unit 2024-03-01 4 A 0 1134 0 A Common Stock 1134 1134 D Performance-based restricted stock units convert into common stock on a one-to-one basis. Restricted stock units convert into common stock on a one-to-one basis. Includes shares owned indirectly by the reporting person as follows: (a) 17,455 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. On March 1, 2021, the reporting person was granted performance-based restricted stock units based upon cumulative recurring revenue growth over a three-year period ending on December 31, 2023 and continued employment through March 1, 2024. 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). On March 1, 2023, 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, 2023 and continued employment through March 1, 2024. The number of vested units settled by the issuer in issuer common stock on such date reflects actual performance equal to 125% of target performance (whereas the number of units originally reported in connection with the grant reflected assumed target performance). 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 2018 Stock Incentive Plan. Each performance-based restricted stock unit represents a contingent right to receive one share of issuer common stock. 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. 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. 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, 2024. The number of vested restricted stock units will be settled by the issuer in issuer common stock on March 1, 2025. 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. Each restricted stock unit represents a contingent right to receive one share of issuer common stock. 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. Randall G. Ray, attorney-in-fact 2024-03-05