TYLER TECHNOLOGIES INCTYL
TYLER TECHNOLOGIES INC Stock Compensation Disclosure
SHARE-BASED COMPENSATION
Share-Based Compensation Plan
In May 2024, stockholders approved the Tyler Technologies, Inc. amended and restated 2018 Stock Incentive Plan (“the Amended and Restated 2018 Plan”) which amended and restated the existing Tyler Technologies, Inc. 2018 Stock Option Plan (“the 2018 Plan”). Upon stockholder approval of the Amended and Restated 2018 Stock Incentive Plan, the remaining shares available for grant under the 2018 Plan were added to the shares authorized for grant under the Amended and Restated 2018 Stock Incentive Plan. Additionally, any awards previously granted under the 2018 Plan that expire unexercised or are forfeited are added to the shares authorized for grant under the Amended and Restated 2018 Stock Incentive Plan.
We grant stock awards under the Amended and Restated 2018 Stock Incentive Plan in the form of stock options, restricted stock units and performance share units. Stock options generally vest after to five years of continuous service from the date of grant and have a contractual term of 10 years. Once options become exercisable, the employee can purchase shares of our common stock at the market price on the date we granted the option. Restricted stock unit grants generally vest ratably over to five years of continuous service from the date of grant. Each performance share unit represents the right to receive one share of our common stock based on our achievement of certain financial performance targets during applicable performance periods. We account for share-based compensation utilizing the fair value recognition pursuant to ASC 718, Stock Compensation.
As of December 31, 2025, there were 3.9 million shares available for future grants under the Amended and Restated 2018 Stock Incentive Plan from the 27.5 million shares previously approved by the shareholders.
Determining Fair Value of Stock Compensation
Valuation and Amortization Method. We estimate the fair value of stock option awards granted using the Black-Scholes option valuation model. For restricted stock unit and performance stock unit awards, we estimate fair value as market value on the date of grant. We amortize the fair value of all awards on a straight-line basis over the requisite service periods, which are generally the vesting periods.
Expected Life. The expected life of awards granted represents the period of time that they are expected to be outstanding. The expected life represents the weighted-average period the stock options are expected to be outstanding based primarily on the options’ vesting terms, remaining contractual life and the employees’ expected exercise based on historical patterns.
Expected Volatility. Using the Black-Scholes option valuation model, we estimate the volatility of our common stock at the date of grant based on the historical volatility of our common stock.
Risk-Free Interest Rate. We base the risk-free interest rate used in the Black-Scholes option valuation model on the implied yield currently available on U.S. Treasury zero-coupon issues with an equivalent remaining term equal to the expected life of the award.
Expected Dividend Yield. We have not paid any cash dividends on our common stock in more than ten years and we do not anticipate paying any cash dividends in the foreseeable future. Consequently, we use an expected dividend yield of zero in the Black-Scholes option valuation model.
Forfeitures. We recognize the effect of awards for which the requisite service period is not rendered when the award is forfeited (that is, we recognize the effect of forfeitures in compensation cost when they occur). Previously recognized compensation cost for an award is reversed in the period that the award is forfeited.
During fiscal years 2025, 2024 and 2023, no stock option awards were issued; therefore no Black-Scholes model assumptions are reportable.
Share-Based Award Activity
Stock Options
Options granted, exercised, forfeited and expired are summarized as follows:
| Number of Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (Years) | Aggregate Intrinsic Value | ||||||||||||||||||||
| Outstanding at December 31, 2024 | 739 | $ | 248.52 | ||||||||||||||||||||
| Granted | — | — | |||||||||||||||||||||
| Exercised | (239) | 206.54 | |||||||||||||||||||||
| Forfeited | — | — | |||||||||||||||||||||
| Outstanding at December 31, 2025 | 500 | $ | 268.58 | 3 | $ | 94,332 | |||||||||||||||||
| Exercisable at December 31, 2025 | 493 | $ | 266.69 | 3 | $ | 93,798 | |||||||||||||||||
We had unvested options to purchase approximately 7,500 shares with a weighted average grant date exercise price of $392.95 as of December 31, 2025, and unvested options to purchase approximately 40,000 shares with a weighted average grant date exercise price of $371.20 as of December 31, 2024.
Other information pertaining to option activity was as follows during the twelve months ended December 31:
| 2025 | 2024 | 2023 | |||||||||||||||
| Weighted average grant-date fair value of stock options granted | $ | — | $ | — | $ | — | |||||||||||
| Total intrinsic value of stock options exercised | $ | 89,332 | $ | 159,022 | $ | 58,261 | |||||||||||
Restricted Stock Units and Performance Stock Units
The following table summarizes restricted stock unit and performance stock unit activity during the periods presented (shares in thousands):
| Number of Shares | Weighted Average Grant Date Fair Value per Share | ||||||||||
Unvested at December 31, 2024 | 661 | $ | 435.18 | ||||||||
| Granted | 231 | 545.22 | |||||||||
| Vested | (266) | 435.99 | |||||||||
| Forfeited | (18) | 493.99 | |||||||||
Unvested at December 31, 2025 | 608 | $ | 474.97 | ||||||||
Share-Based Compensation Expense
The following table summarizes share-based compensation expense related to share-based awards which is recorded in the consolidated statements of income:
| Years Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Cost of revenues | $ | 36,129 | $ | 31,322 | $ | 26,607 | |||||||||||
| Operating expenses | 115,147 | 91,491 | 81,731 | ||||||||||||||
| Total share-based compensation expense | 151,276 | 122,813 | 108,338 | ||||||||||||||
| Total tax benefit | (52,264) | (62,593) | (32,997) | ||||||||||||||
| Net decrease in net income | $ | 99,012 | $ | 60,220 | $ | 75,341 | |||||||||||
As of December 31, 2025, we had $191.7 million of total unrecognized compensation cost related to unvested options and restricted stock units which is expected to be amortized over a weighted average amortization period of 2.0 years.
Employee Stock Purchase Plan
Under our Employee Stock Purchase Plan (“ESPP”) participants may contribute up to 15% of their annual compensation to purchase common shares of Tyler. The purchase price of the shares is equal to 85% of the closing price of Tyler shares on the last day of each quarterly offering period. As of December 31, 2025, there were 443,000 shares available for future issuances under the ESPP from the 2.0 million shares previously approved by the stockholders.
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Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 18, 2026 | Showing above |
| 2024 | Feb 19, 2025 | |
| 2023 | Feb 21, 2024 | |
| 2022 | Feb 22, 2023 | |
| 2021 | Feb 23, 2022 | |
| 2020 | Feb 19, 2021 | |
| 2019 | Feb 19, 2020 | |
| 2018 | Feb 20, 2019 | |
| 2017 | Feb 21, 2018 | |
| 2016 | Feb 22, 2017 | |
| 2015 | Feb 24, 2016 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.