Diaz-Pedrosa Abigail Marshall 4

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).