Form 4: Tyler Technologies COO Reports Routine Stock Transactions

Tyler Technologies' Chief Operating Officer, Jeffrey David Puckett, reported routine acquisitions and dispositions of common stock related to RSU and PSU vesting and new grants.

Summary

• Jeffrey David Puckett, Chief Operating Officer of Tyler Technologies Inc. (TYL), reported multiple transactions on March 1, 2026.
• Puckett acquired a total of 8,913 shares of common stock through the conversion of performance-based restricted stock units (PSUs) and restricted stock units (RSUs).
• A total of 2,176.745 shares were disposed of to cover tax withholding obligations at a price of $354.69 per share.
• Following these transactions, Puckett's direct beneficial ownership of common stock increased to 12,927.5037 shares.
• New grants of performance-based restricted stock units (PSUs) totaling 7,258 units and restricted stock units (RSUs) totaling 704 units were awarded on March 1, 2026.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive signal. The vesting of performance-based units at or above target levels indicates strong past performance, and new grants align executive interests with future company success.

Positives

• Vesting of performance-based restricted stock units indicates the company achieved or exceeded performance targets for cumulative recurring revenue growth (100% of target), operating margin (150% of target), and non-GAAP earnings per share (120% of target) for periods ending December 31, 2025.
• New grants of performance-based and regular restricted stock units align executive incentives with future company performance and shareholder value.
• The increase in direct beneficial ownership of common stock following the transactions demonstrates continued executive stake in the company.

Negatives

• A portion of vested shares (2,176.745 shares) was disposed of to satisfy tax withholding obligations, which is a common practice but reduces the executive's direct shareholding.

Future Outlook

The company continues to incentivize its Chief Operating Officer through performance-based and time-based restricted stock units, with vesting periods extending through March 1, 2029. These grants are tied to future performance goals including cumulative non-GAAP adjusted recurring revenue growth, non-GAAP net operating margin, and non-GAAP earnings per share, indicating a focus on long-term financial health and operational efficiency.

Management Comments

• 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.
• 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 (for cumulative recurring revenue growth).
• 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 (for operating margin).
• 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 (for non-GAAP earnings per share).
• 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 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.

Industry Context

StockSavvy.ai notes that the use of performance-based restricted stock units (PSUs) and time-based restricted stock units (RSUs) is a standard practice in executive compensation within the technology sector, particularly for software and services companies like Tyler Technologies. This structure aims to align executive incentives with long-term shareholder value creation and specific operational and financial performance targets.

Comparison to Industry Standards

• Tyler Technologies' executive compensation structure, utilizing a mix of performance-based and time-based restricted stock units, is consistent with practices observed in leading enterprise software companies such as Salesforce (CRM), Oracle (ORCL), and Microsoft (MSFT).
• The performance metrics, including recurring revenue growth, operating margin, and non-GAAP EPS, are common benchmarks used across the industry to measure executive effectiveness and company performance.
• The vesting schedules, typically over three years for RSUs and tied to multi-year performance periods for PSUs, are standard for retaining key talent and fostering long-term strategic execution, comparable to programs at companies like Workday (WDAY) or ServiceNow (NOW).

Corporate Governance

Stakeholder Impact

• Shareholders: The vesting of performance-based units indicates the company met or exceeded certain financial targets, which is positive. New grants align executive incentives with long-term shareholder value, though they represent potential future dilution.
• Employees: The compensation structure for a key executive reflects the company's overall approach to talent retention and performance incentives.

Next Steps

• Vesting of 261 restricted stock units on March 1, 2027 (from March 1, 2024 grant).
• Vesting of 189 restricted stock units on March 1, 2027 (from March 1, 2025 grant).
• Vesting of 136 restricted stock units on March 1, 2027 (from March 1, 2026 grant).
• Settlement of 916 new performance-based restricted stock units on March 1, 2027, based on non-GAAP EPS for the year ending December 31, 2026.
• Vesting of 704 new restricted stock units in equal installments on March 1, 2027, March 1, 2028, and March 1, 2029.
• Settlement of 3,171 new performance-based restricted stock units on March 1, 2029, based on cumulative non-GAAP adjusted recurring revenue growth for the period ending December 31, 2028.
• Settlement of 3,171 new performance-based restricted stock units on March 1, 2029, based on non-GAAP net operating margin for the year ending December 31, 2028.

Key Dates

Keywords

Tyler Technologies, TYL, Jeffrey Puckett, Chief Operating Officer, Form 4, SEC filing, insider trading, restricted stock units, performance-based restricted stock units, executive compensation, stock grants, vesting, common stock