Tyler Technologies (TYL) 10-K risk factor changes: FY2023 vs FY2022

Threats to IT security can [removed: take] [added: take, and have in the past taken,] a variety of forms.

They [removed: may, for example,] [added: have in the past and may in the future] develop and deploy malicious software to [added: gain access to our internal networks, and/or to] attack our products and [removed: services and/or] [added: services,] gain access to [removed: our networks and] data centers [added: we use to host client deployments,] or act in a coordinated manner to launch distributed denial of service or other coordinated attacks.

[added: Breaches of our internal network have disrupted and could in the future disrupt the security of our internal systems and business applications, and could impair our ability to provide services to our] clients and protect the privacy of their data, result in product development delays, compromise confidential or technical business information harming our competitive position, result in theft or misuse of our intellectual property or other assets, require us to allocate more resources to improve technologies, or otherwise adversely affect our business.

Disclosure of personally identifiable information and/or other sensitive client data [added: has resulted in obligations to send “data breach” notifications under applicable state laws, or to assist our clients in doing so, and/or] could result in liability and harm our reputation.

A global economic slowdown, the [removed: COVID-19] [added: lingering of a] pandemic, or similar circumstances could also adversely affect the businesses of our third-party providers, hindering their ability to provide the services on which we rely.

In addition, we may act as [added: a] subcontractor to a third-party prime contractor to secure new projects.

A material portion of our business is provided through software hosting services, which are sometimes hosted from and use computing infrastructure provided by third parties, including Amazon Web [removed: Services.][added: Services (AWS).]

For example, [removed: Amazon Web Services] [added: AWS] has experienced significant service outages in the past and may do so again in the future.

Part of our future success continues to depend on the use of the Internet as a means to access public information and perform transactions electronically, including, for example, electronic filing of court [removed: documents.][added: documents and electronic payment processing.]

[removed: In addition, there] [added: There] can be no assurance that these third parties will continue to make their software or tools available to us on acceptable terms, or at all, not make their products available to our competitors on more favorable terms, invest the appropriate levels of resources in their products and services to maintain and enhance the capabilities of their software, or remain in business.

Our software products are complex and [added: have in the past, and] may [added: in the future,] contain errors or defects, especially when first introduced or when new versions or enhancements are released.

Although we maintain errors and omissions and general liability insurance, and we try to structure contracts to limit liability, we cannot [removed: assure you] [added: guarantee] that a successful claim could not be made or would not have a material adverse effect on our future operating results.

There has also been an apparent evolution in the legal standards and regulations [added: that] courts and the U.S. patent office may apply in favorably evaluating software patent rights.

It is possible that our clients may elect to not renew maintenance contracts for our software, trying instead to maintain and operate the software themselves using their perpetual license rights (excluding software applications that we provide on a hosted or [removed: cloud] [added: software as a service] basis).

- Contract payments at times [removed: being] [added: are] subject to achieving implementation milestones, and we may have differences with clients as to whether milestones have been achieved

[removed: *COVID-19] [added: *Global health crises, such as a pandemic,] may adversely affect our business and results of operations.*

As [removed: the virus continues to persist, increased] [added: seen with a pandemic, certain] infection rates [removed: (generally] or [removed: as the result of new] [added: virus] strains [removed: of the virus)] may result in government authorities [removed: returning to stricter] [added: imposing] measures to contain the virus, including travel bans and restrictions, quarantines, and business limitations and shutdowns.

While we are unable to accurately predict the full impact that [removed: COVID-19 will continue to] [added: a health crisis or pandemic would] have on our results from operations, financial condition, liquidity and cash flows due to numerous uncertainties, including the duration and severity of the pandemic and containment measures and associated compliance, [removed: the] [added: a] pandemic may negatively impact our revenues and other financial results.

Because an increasing portion of our revenues are recurring, the effect of [removed: COVID-19] [added: public health-related shutdown] on our results of operations may also not be fully reflected for some time.

Appraisal [added: projects] and software implementations [removed: projects] may be delayed if clients put projects on hold or slow projects by extending go-live dates.

The occurrence of any of these events, which could be caused or impacted by [added: a public health crisis similar to] the COVID-19 pandemic, may require us to record future goodwill impairment charges.

To respond successfully to these requests for proposals, we must accurately estimate our cost structure for servicing a proposed contract, the time required to establish operations for the [removed: proposed] [added: prospective] client, and the likely terms of any other third-party proposals submitted.

We believe we are a leading provider of integrated [added: software] solutions for the public sector.

As of December 31, [removed: 2022,] [added: 2023,] we had outstanding an aggregate principal amount of $600 million of our Convertible Senior Notes and [removed: $395] [added: $50] million under our 2021 Credit Agreement.

In April 2021, we entered into the 2021 Credit Agreement with significantly increased borrowing capacity of up to $1.4 [removed: billion] [added: billion,] and on the closing of the acquisition of NIC [added: Inc. (“NIC”)] on April 21, 2021, we borrowed initial loans in the aggregate principal amount of $1.15 billion.

In addition, holders of our Convertible Senior Notes will have the right to require us to repurchase their Convertible Senior Notes upon the occurrence of a fundamental change (as defined in the Indenture, dated as of March 9, 2021, between the Company and U.S. Bank National Association, as trustee (the “Trustee”) (the [removed: “Indenture”),] [added: “Indenture”)),] at a repurchase price equal to 100% of the principal amount of the Convertible Senior Notes to be repurchased, plus accrued and unpaid interest, if any.

The Indenture governing the Convertible Senior Notes and the 2021 Credit Agreement [removed: do,] [added: do contain,] and our future indebtedness agreements [removed: may,] [added: may] contain covenants that may restrict our ability to finance future operations or capital needs or to engage in other business activities.

Our borrowings under the 2021 Credit Agreement are, and are expected to continue to be, at variable rates of interest and expose [removed: Tyler] [added: us] to interest rate risk.

Revolving credit facility loans and Term A-1 Loans under the 2021 Credit Agreement bear interest at a per annum rate equal to, at our option, either (1) the administrative agent’s prime commercial lending rate (subject to certain higher rate determinations) (the “Base Rate”) plus a margin of 0.125% to 0.75% or (2) the one-, three-, six-, or, subject to approval by all lenders, twelve-month [removed: LIBOR] [added: SOFR] rate plus a margin of 1.125% to 1.75%.

Our Term A-2 Loans bear interest, at our option, at a per annum rate of either (1) the Base Rate plus a margin of 0% to 0.5% or (2) the one-, three-, six-, or, subject to approval by all lenders, twelve-month [removed: LIBOR] [added: SOFR] rate plus a margin of 0.875% to 1.5%.

Based on the debt under the 2021 Credit Agreement, the aggregate principal outstanding balance as of December 31, [removed: 2022] [added: 2023] is [removed: $395.0] [added: $50.0] million, and each quarter [added: of a] point change in interest rates would result in a [removed: $1.0 million] [added: $125,000] change in annual interest expense.

Our revenues and operating results [removed: are] [added: can be] difficult to predict and may fluctuate substantially from quarter to quarter for a variety of reasons, including:

In each fiscal quarter, our expense levels, operating costs, and [removed: hiring plans] [added: staffing levels] are based to some extent on projections of future revenues and are relatively fixed.

If our actual revenues fall below expectations, we could experience a reduction in [removed: operating results.][added: earnings.]

*Increases in [added: our] investment in research and development could decrease overall margins.*

An important element of our corporate strategy is to continue to dedicate a significant amount of resources to research and development and related product and service [removed: opportunities] [added: opportunities,] both through internal investments and the acquisition of intellectual property from companies that we have acquired.

- General [added: economic and] market conditions and other factors

Although our [added: current] focus is on organic internal growth, we will continue to identify and pursue strategic acquisitions with suitable candidates.

We have not declared nor paid a cash dividend since we entered the [removed: business of providing] software [removed: solutions and services to the public sector] [added: business] in 1998.

We do not anticipate paying [removed: any] cash dividends on our common stock in the foreseeable future.

To date, any such outages have been temporary, and any business interruptions were contained and immaterial.

We expect that a public health crisis, such as a pandemic, may negatively impact our business and financial results.

*Inflation and interest rates.*

Our liquidity and ongoing access to capital could be materially and negatively affected by increased volatility in the financial and securities markets, including increased inflation and interest rates.

∙ Our continued access to sources of liquidity depends on multiple factors, including global macroeconomic conditions, the condition of global financial markets, the availability of sufficient amounts of financing and our operating performance.

There has been increased volatility in the financial and securities markets, as well as increased inflation and interest rates, which generally has made access to capital less certain and has increased the cost of obtaining new capital.

We may need to obtain equity, equity-linked, or debt financing in the future to fund our operations, including our acquisition strategy, and there is no guarantee that such debt financing will be available in the future, or that it will be available on commercially reasonable terms, in which case we may need to seek other sources of funding.

- Changes in interest rates

*Increases in labor costs, including wages, and an overall tightening of the labor market, could adversely affect our business, results of operations or financial condition.*

The labor costs associated with our business are subject to several external factors, including unemployment levels and the quality and the size of the labor market, prevailing wage rates, minimum wage laws, wages and other forms of remuneration and benefits offered to prospective employees by competitor employers, health insurance costs and other insurance costs and changes in employment and labor legislation or other workplace regulation.

If we are unable to mitigate wage rate increases driven by increases to the competitive labor market through automation and other labor savings initiatives, our labor costs may increase.

Furthermore, high inflation rates could also push up our labor costs.

There is no assurance that our revenues will increase at the same rate as these labor cost increases to maintain the same level of profitability.

In the event we must offer increased wages or other competitive benefits and incentives to attract and retain qualified personnel and fail to do so, the quality of our workforce could decline, causing certain aspects of our business to suffer.

Increases in labor costs could force us to increase our prices, which could adversely impact sales.

Although we have not experienced any material labor shortage to date, we have observed an overall tightening and increasingly competitive labor market and have recently experienced and expect to continue to experience some labor cost pressures.

If we are unable to hire and retain capable employees, manage labor cost pressures, or if mitigating measures we take in response to increased labor costs, have unintended negative effects, including on client service or retention, our business would be adversely affected.

If competitive pressures or other factors prevent us from offsetting increased labor costs, our profitability may decline and could have an adverse effect on our business, results of operations or financial condition.

Breaches of our network or data security could disrupt the security of our internal systems and business applications, impair our ability to provide services to our

We promptly notified our clients of the Incident and provided timely updates to our clients through direct communications and updates to our website.

There is no evidence that the environments where we host client applications were affected, and our hosting services to those clients were not interrupted.

There was also no evidence of malicious activity on client networks associated with the Incident.

We contained the Incident and recovered from it, resuming normal operations with our clients.

We deployed supplemental remediation efforts as necessary and cooperated with law enforcement’s investigation.

We maintain cybersecurity insurance coverage in an amount that we believe is adequate.

In addition, the ongoing COVID-19 pandemic has disrupted and may continue to disrupt the supply chain of hardware needed to maintain these third-party systems or to run our business.

We expect that the continued global presence of COVID-19 may negatively impact our business and financial results in fiscal year 2023.

For the twelve months ended December 31, 2022, 80% of our total revenues and earnings are relatively predictable as a result of our subscription and maintenance revenue, which is recurring in nature; thus the effect of the COVID-19 pandemic may not be fully reflected in our results of operations and overall financial performance until future periods.

However, we face competition from a variety of software vendors that offer products and services similar to those offered by us, as well as from companies offering to develop custom software.

We compete based on a number of factors, including:

- The attractiveness of our “evergreen” business model

- The breadth, depth, and quality of our product and service offerings

- The ability to modify our offerings to accommodate particular clients’ needs

- Technological innovation

- Name recognition, reputation and references

- Price

- Our financial strength and stability

LIBOR, the London Inter-Bank Offered Rate, is currently anticipated to be phased out in June 2023 and is expected to transition to a new standard rate, the Secured Overnight Financing Rate (“SOFR”), which will incorporate certain overnight repo market data collected from multiple data sets.

Assuming that SOFR replaces LIBOR and is appropriately adjusted to equate to one-month LIBOR, we expect that there should be minimal impact on our operations.

- Clients may elect subscription-based arrangements, which result in lower software license revenues in the initial year as compared to traditional, on-premise software license arrangements, but generate higher recurring revenues over the term of the contract

For a comparison of our Results of Operations for the years ended December 31, [removed: 2021,] [added: 2022,] and [removed: 2020,] [added: 2021,] and our Cash Flow discussion for the year ended December [removed: 2021,] [added: 2022,] see “Part II, Item 7.

Management's Discussion and Analysis of Financial Conditions and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, [removed: 2021,] [added: 2022,] as filed with the SEC on February [removed: 23, 2022.][added: 21, 2023.]

We presently consider the following to be among the important factors that could cause actual results to differ materially from our expectations and beliefs: (1) [removed: the continuing effects of the COVID-19 pandemic, including its potential effects on the economic environment, our customers and our operations, as well as any] changes [removed: to federal, state or local government laws, regulations or orders] in [removed: connection with] the [removed: pandemic; (2) changes in the] budgets or regulatory environments of our clients, primarily local and state governments, that could negatively impact information technology spending; [removed: (3)] [added: (2)] disruption to our business and harm to our competitive position resulting from cyber-attacks and security vulnerabilities; [removed: (4)] [added: (3)] our ability to protect client information from security breaches and provide uninterrupted operations of data centers; [removed: (5)] [added: (4)] our ability to achieve growth or operational synergies through the integration of acquired businesses, while avoiding unanticipated costs and disruptions to existing operations; [removed: (6)] [added: (5)] material portions of our business require the [removed: internet] [added: Internet] infrastructure to be adequately maintained; [removed: (7)] [added: (6)] our ability to achieve our financial forecasts due to various factors, including project delays by our clients, reductions in transaction size, fewer transactions, delays in delivery of new products or releases or a decline in our renewal rates for service agreements; [removed: (8)] [added: (7)] general economic, political and market conditions, including [added: continued] inflation and [removed: changes in] [added: rising] interest rates; [removed: (9)] [added: (8)] technological and market risks associated with the development of new products or services or of new versions of existing or acquired products or services; [removed: (10)] [added: (9)] competition in the industry in which we conduct business and the impact of competition on pricing, client retention and pressure for new products or services; [removed: (11)] [added: (10)] the ability to attract and retain qualified personnel and dealing with [added: rising labor costs,] the loss or retirement of key members of management or other key personnel; and [removed: (12)] [added: (11)] costs of compliance and any failure to comply with government and stock exchange regulations.

[removed: A detailed discussion of these] [added: These] factors and other risks that affect our business are described in Item 1A, “Risk Factors”.

We provide subscription-based services such as software as a service [removed: (“SaaS”),] [added: (“SaaS”) and] transaction-based fees primarily related to digital government services and online payment [removed: processing, and electronic document filing solutions (“e-filing”), which simplify the filing and management of court related documents.][added: processing.]

In accordance with ASC 280-10, [removed: *Segment Reporting*,] [added: Segment Reporting,] we report our results in two reportable segments.

The Enterprise Software [removed: (“ES”)] [added: ("ES")] reportable segment provides public sector entities with software systems and services to meet their information technology and automation needs for mission-critical “back-office” functions such as: [removed: financial management and education; planning, regulatory and maintenance; courts and justice;] public [removed: safety; data and insights; appraisal and tax software] [added: administration] solutions; [removed: land] [added: courts] and [removed: vital records management software] [added: public safety] solutions; [added: education solutions,] and property [removed: appraisal services.][added: and recording solutions.]

The Platform Technologies [removed: (“PT”)] [added: ("PT")] reportable segment provides public sector entities with software solutions to [removed: perform transaction] [added: platform and transformative solutions including digital solutions, payment] processing, streamline data processing, and improve operations and [removed: workflows such as digital government and payments solutions and development platform solutions.][added: workflows.]

Corporate segment operating [removed: income] [added: loss] also includes revenues and expenses related to a company-wide user conference.

See Note [removed: 17, "Segment and Related Information," in the notes] [added: 10, “Debt,”] to the consolidated financial statements for [removed: additional information.][added: discussions of the Convertible Senior Notes and the Credit Agreement.]

On October 31, 2022, we acquired Rapid Financial Solutions, [removed: LLC,] [added: LLC (“Rapid”),] a [removed: principal] provider of reliable, scalable, and secure payments with best-in-class card issuance and digital disbursement capabilities.

The total purchase price, net of cash acquired of [removed: $2.2 million,] [added: $48,000,] was approximately [removed: $67.7] [added: $16.3] million, consisting of [removed: $51.2] [added: $9.1] million paid in cash, [removed: $18.2] [added: $5.7] million of common [removed: stock,] [added: stock] and [removed: $500,000] [added: $1.5 million] related to working capital [added: and indemnity] holdbacks, subject to certain post-closing adjustments.

On February 8, 2022, we acquired US eDirect Inc. [removed: (US eDirect),] [added: (“US eDirect”),] a leading provider of technology solutions for campground and outdoor recreation management.

The total purchase price, net of cash acquired of $6.4 million, was approximately $116.5 million, consisting of [removed: $118.8] [added: $122.9] million paid in [removed: cash and approximately $4.1 million related to indemnity holdbacks.][added: cash.]

The total purchase price, net of cash [removed: acquired,] [added: acquired of $2.2 million,] was approximately [removed: $12.8 million.][added: $67.4 million, consisting of $51.5 million paid in cash and, $18.2 million of common stock.]

The total purchase price, net of cash acquired of [removed: $1.7] [added: $1.0] million, was approximately [removed: $83.6] [added: $20.5] million, consisting of [removed: $81.6] [added: $19.1] million paid in [removed: cash,] [added: cash] and [removed: approximately $3.8] [added: $2.4] million related to [added: working capital and] indemnity [removed: holdbacks.][added: holdbacks, subject to certain post-closing adjustments.]

[removed: *2022] [added: *2023] Operating Results*

For the twelve months ended December 31, [removed: 2022,] [added: 2023,] total revenues increased [removed: 16%] [added: 5.5%] compared to the prior period.

[added: Annualized Recurring Revenue -] The majority of our revenues are comprised of revenues from subscriptions and maintenance, which we consider to be recurring [removed: revenues.][added: revenues sources.]

ARR was [removed: $1.50] [added: $1.61] billion and [removed: $1.39] [added: $1.50] billion as of December 31, [removed: 2022,] [added: 2023,] and [removed: 2021,] [added: 2022,] respectively.

ARR increased 8% compared to the prior [removed: period,] [added: period primarily] due to an increase in subscriptions revenue [removed: due to] [added: resulting from] an ongoing shift toward SaaS arrangements.

[removed: For the twelve months ended December 31, 2022, total] [added: Professional services] revenues [removed: include COVID-related subscriptions revenue] [added: decreased 10%, primarily due to the absence] of [removed: $10.8 million] [added: revenues generated] from [removed: NIC’s Tour Health offering and professional services revenue of] [added: COVID pandemic-related rent relief services, which totaled] $40.2 million [removed: from pandemic unemployment] [added: in 2022] and [removed: Virginia rent relief offerings.][added: ended in December 2022.]

Revenues – We derive our revenues from [removed: five] [added: four] primary sources: subscription-based [removed: arrangements;] [added: arrangements from SaaS and transaction-based fees;] maintenance; professional services; [removed: sale of] [added: and] software licenses and [removed: royalties; and appraisal services.][added: royalties.]

Subscriptions and maintenance are considered recurring revenue sources and comprised approximately [removed: 80%] [added: 83%] of our revenues in [removed: 2022.][added: 2023.]

The number of new SaaS clients and the number of existing clients who convert from our traditional software arrangements to our SaaS model are a significant driver of our revenue growth, together with [removed: new software license sales] [added: transaction-based revenues] and maintenance rate increases.

In addition, we also monitor our [removed: customer] [added: client] base and [removed: turnover,] [added: attrition,] which historically is very low.

During [removed: 2022,] [added: 2023,] based on our number of customers, [removed: turnover] [added: attrition] was approximately 2%.

Cost of Revenues and Gross Margins – Our primary cost component is personnel expenses in connection with providing software implementation, subscription-based [removed: services, maintenance] [added: services] and [removed: support,] [added: maintenance] and [removed: appraisal services] [added: support] to our clients.

We can improve gross margins by controlling headcount and related costs and by expanding our revenue base, especially from those products and services that produce incremental revenue with [removed: minimal] [added: relatively low] incremental cost, such as software licenses and royalties, subscription-based services, and maintenance and support.

As of December 31, [removed: 2022,] [added: 2023,] our total employee count included in cost of revenues increased to [removed: 5,021] [added: 5,129] from [removed: 4,746] [added: 5,021] at December 31, [removed: 2021,] [added: 2022,] including [removed: 56] [added: 61] employees who joined us through acquisitions completed since December 31, [removed: 2021.][added: 2022.]

Sales commissions typically fluctuate with revenues and share-based compensation expense generally increases based [added: on] increased [removed: level] [added: levels] of awards [removed: issues] [added: issued] during the period and as the market price of our stock increases.

General and Administrative (“G&A”) Expense – The primary components of G&A expense include personnel salaries and share-based compensation expense for general corporate functions, including senior management, finance, accounting, legal, human resources and corporate development, [removed: third party] [added: third-party] professional fees, travel-related expenses, insurance, allocation of depreciation, facilities and IT support costs, acquisition-related expenses and other administrative expenses.

Share-based compensation expense generally increases [added: based on increased level of awards issued during the period and] as the market price of our stock increases.

Uses of cash include acquisitions, capital investments in property and equipment and [added: software development, and] discretionary purchases of treasury stock.

[added: In recent years,] we have also received significant amounts of cash from employees exercising stock options and contributing to our Employee Stock Purchase Plan.

Balance Sheet – Cash, accounts receivable and [removed: days sales outstanding and] deferred revenue balances are important indicators of our business.

The local government software market continues to be active with sales activity [added: indicators generally] trending at or [removed: near] [added: above] pre-pandemic levels in most sectors of our business, and our backlog at December 31, [removed: 2022] [added: 2023] reached [removed: $1.89] [added: $2.03] billion, [removed: a 5%] [added: an 8%] increase from the prior period.

With our strong financial position and cash flow, we plan to continue to make significant investments in product development and [removed: accelerating] [added: continue to accelerate] our move to the cloud to better position us to continue to expand our addressable market and strengthen our competitive position over the long term.

CRITICAL ACCOUNTING [added: POLICIES AND] ESTIMATES

Significant items subject to such estimates and assumptions include the application of the progress toward completion methods of revenue recognition, [removed: estimated standalone selling price ("SSP")] [added: estimation] for [removed: distinct] [added: revenue recognition and multiple] performance [removed: obligations,] [added: obligation arrangements, and] the [removed: fair value amount] [added: recoverability of goodwill] and [added: other intangible assets and] estimated useful lives of intangible [removed: assets, determination of share-based compensation expense and allowance for losses and sales adjustments.][added: assets.]

Business units that have met the aggregation criteria have been combined into our two reportable segments.

As of January 1, 2023, our data and insights solutions business unit was integrated into the remaining business units across both reportable segments with no material change to the results of the reportable segments.

Beginning January 1, 2023, we no longer report the appraisal services revenue and related costs as separate categories in the statement of income due to less significance on our overall operating results.

Therefore, we have combined the appraisal services revenue category with the professional services revenue category; and the related cost of revenue category for appraisal services is now combined with the cost of revenue category related to subscriptions, maintenance and professional services on the consolidated statements of income for all reporting periods presented.

On October 31, 2023, we acquired Resource Exploration, Inc. (“ResourceX”), a leading provider of budgeting software to the public sector.

On October 31, 2023, we acquired ARInspect, Inc. (“ARInspect”), a leading provider of AI powered machine learning solutions for public sector field operations.

On August 8, 2023, we acquired Computing System Innovations, LLC (“CSI”), a leading provider of artificial intelligence automation, redaction, and indexing solution for courts, recorders, attorneys, and others.

The actual operating results of CSI and ResourceX, from their respective dates of acquisition, are included in the operating results of the ES segment.

The operating results of ARInspect are included in the operating results of the PT segment since the date of acquisition.

Revenues from recent acquisitions comprised $22.3 million or 1.2%, of the increase.

Subscription revenues grew 14.5% for the twelve months ended December 31, 2023, primarily due to an ongoing shift to SaaS in the mix of new arrangements; an increase in revenues associated with the conversion of on-premises clients to SaaS; and growth in our transaction-based revenues such as e-filing and payments, offset by the absence of COVID pandemic related transaction-based revenue.

Subscription revenues from recent acquisitions comprised $18.3 million or 1.8%, of the increase.

Annualized recurring revenue (ARR) is calculated by annualizing the current quarter's recurring revenues from maintenance and subscriptions as reported in our statement of income.

Management believes ARR is an indicator of the annual run rate of our recurring revenues, as well as a measure of the effectiveness of the strategies we deploy to drive revenue growth over time.

ARR is a metric we believe is widely used by companies in the technology sector and by investors, which we believe offers insight to the stability of our maintenance and subscription revenues to be recognized within the year, which are considered recurring in nature, with some seasonality.

These revenues are considered recurring because revenues from these sources are expected to reoccur in similar annual amounts for the term of our relationship with the client.

Transaction-based fees are generally the result of multi-year contracts with our clients that result in fees generated by payment transactions and digital government services and are collected on a recurring basis during the contract term.

Transaction-based fees are historically highest in the second quarter, which coincides with peak outdoor recreation seasons and statutory filing deadlines in many jurisdictions, and lowest in the fourth quarter due to fewer business days and lower transaction volumes around holidays.

Because ARR is an annualized revenue amount, the metric can fluctuate from quarter to quarter due to this seasonality.

Other sources of revenue are professional services, software licenses and royalties, and hardware and other.

We begin with the qualitative assessment of the likelihood of impairment of each reporting unit.

During the fourth quarter, as part of our annual impairment test as of October 1, we performed only qualitative assessments for reporting units that have significant excess fair value over carrying value.

However, we did perform a quantitative assessment for the platform technologies reporting unit and concluded no impairment existed as of our annual assessment date.

In November 2023, the FASB issued Accounting Standards Update (ASU) 2023-07 - *Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures.* ASU 2023-07 enhances the disclosures required for reportable segments in annual and interim consolidated financial statements.

The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and early adoption is permitted.

We are currently evaluating the impact that the new guidance will have on our consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09 – *Income Taxes (Topic ASC 740) Income Taxes*.

The ASU improves the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction.

It also includes certain other amendments to improve the effectiveness of income tax disclosures.

We do not expect that this guidance will have a material impact upon our financial position and results of operations.

*Reclassifications*

As of January 1, 2023, we have elected to no longer report the appraisal services revenue and related costs as separate categories in the statement of income due to less significance on our overall operating results.

Therefore, we have combined the appraisal services revenue category with the professional services revenue category; and the related cost of revenue category for appraisal services is now combined with the cost of revenue category related to subscriptions, maintenance, and professional services on the consolidated statements of income for all reporting periods presented.

| Professional services | | | 12.8 | | | | | | 15.0 | | | | | | 14.9 | | |

| Amortization of other intangibles | | | 3.8 | | | | | | 3.3 | | | | | | 2.8 | | |

| | | | 2023 | | | | | | 2022 | | | | | | $ | | | | | | % | | |

| ES | | | $ | 634,262 | | | | | $ | 526,323 | | | | | $ | 107,939 | | | | | 21 | | % |

| PT | | | 525,250 | | | | | | 485,981 | | | | | | 39,269 | | | | | | 8 | | % |

| Total subscriptions revenues | | | $ | 1,159,512 | | | | | $ | 1,012,304 | | | | | $ | 147,208 | | | | | 15 | | % |

Subscriptions revenues consist of revenues derived from our SaaS arrangements and transaction-based fees.

We provide our software systems and related professional services and appraisal services through seven business units, which focus on the following products:

- financial management, education and planning, regulatory, and maintenance software solutions;

- financial management, municipal courts, planning, regulatory, and maintenance software solutions;

- courts and justice and public safety software solutions;

- data and insights solutions;

- appraisal and tax software solutions, land and vital records management software solutions, and property appraisal services;

- development platform solutions including case management and business process management; and

- digital government and payments solutions.

As of January 1, 2022, the appraisal and tax software solutions, land and vital records management software solutions, and property appraisal service business unit, which was previously reported in the Appraisal & Tax ("A&T") reportable segment, was moved to the ES reportable segment.

The digital government and payments solutions, which was previously reported in the NIC reportable segment, and development platform solutions moved to the PT reportable segment to reflect changes in the way in which management makes operating decisions, allocates resources, and manages the growth and profitability of the Company.

As a result of the changes in our reportable segments, the former A&T and NIC reportable segments are no longer considered separate segments.

Prior period amounts for the ES and PT reportable segments have been adjusted to reflect the segment change.

We have elected to present amortization of software development, previously included in the cost of revenues software licenses and royalties line item, in a separate category line item on the consolidated statements of income for all reporting periods presented.

Previously disclosed as selling, general and administrative expense is now disclosed in separate line items: sales and marketing expense and general and administrative expense on the consolidated statements of income for all reporting periods presented.

*Recent Acquisitions*

*2021*

On September 9, 2021, we acquired all the equity interest of Ultimate Information Systems, Inc. (dba Arx).

Arx is a cloud-based platform which creates accessible technology to enable a modern-day police force that is fully transparent, accountable, and a trusted resource to the community it serves.

On September 1, 2021, we acquired VendEngine, Inc (VendEngine), a cloud-based software provider focused on financial technology for the corrections market.

On April 21, 2021, we acquired NIC, a leading digital government solutions and payment company that primarily serves federal and state government agencies.

The total purchase price, net of cash acquired of $331.8 million, was approximately $2.0 billion, consisting of cash paid of $2.3 billion and $1.9 million of purchase consideration related to the conversion of unvested restricted stock awards.

On March 31, 2021, we completed two acquisitions, Glass Arc, Inc. (dba ReadySub) and DataSpec, Inc. (DataSpec), for the combined purchase price of $12.1 million.

Excluding the 2022 impact of recent acquisitions1, total revenues increased 4% compared to prior period.

Revenues from acquisitions contributed 12.4% of growth for the twelve months ended December 31, 2022.

Subscriptions revenue grew 29.0% for the twelve months ended December 31, 2022, due to an ongoing shift toward a cloud-based, software as a service business model, as well as the inclusion of transaction-based revenue from NIC’s digital government and payments processing businesses.

Excluding the 2022 impact of recent acquisitions1, subscriptions revenue increased 6.3% for the twelve months ended December 31, 2022.

Annualized recurring revenues ("ARR") is calculated based on quarter-to-date end total recurring revenues multiplied by four.

These programs all ended in 2022 and we do not expect to generate COVID-related subscriptions revenue and professional services revenue in future periods.

We monitor ARR which is calculated based on quarter-to-date end total recurring revenues multiplied by four.

As of December 31, 2022, ARR was $1.50 billion.

Our appraisal projects are cyclical in nature, and we often employ appraisal personnel on a short-term basis to coincide with the life of a project.

In recent years,

1 Excludes the 2022 incremental impact as a result of not having the recent acquisition for a full fiscal year.

The expenses associated with the cloud transition are expected to pressure operating margins in 2023 and 2024.

In instances where SSP is not directly observable, such as when we do not sell the product or service separately, we determine SSP using the expected cost-plus margin approach.

As of January 1, 2020, we adopted ASU 2016-13, *Financial Instruments - Credit Losses*, and primarily evaluated our historical experience with credit losses related to trade and other receivables.

Our business acquisitions typically result in the creation of goodwill and other intangible asset balances, and these balances affect the amount and timing of future period amortization expense, as well as expense we could possibly incur as a result of an impairment charge.

The cost of acquired companies is allocated to identifiable tangible and intangible assets based on estimated fair value, with the excess allocated to goodwill.

Accordingly, we have a significant balance of acquisition date intangible assets, including software, customer related intangibles, trade name, leases and goodwill.

These intangible assets (other than goodwill) are amortized over their estimated useful lives.

As of December 31, [removed: 2022,] [added: 2023,] we had [removed: $395.0] [added: $50.0] million of outstanding borrowings under our [added: amended] 2021 Credit Agreement and available borrowing capacity under the [added: amended] 2021 Credit Agreement was $500.0 million.

[removed: Borrowings] [added: In accordance with our amended 2021 Credit Agreement, the borrowings] under the Revolving Credit Facility and the Term Loan A-1 bear interest, at the Company’s option, at a per annum rate of either (1) the Administrative Agent’s prime commercial lending rate (subject to certain higher rate determinations) (the “Base Rate”) plus a margin of 0.125% to 0.75% or (2) the one-, three-, six-, or, subject to approval by all lenders, twelve-month [removed: LIBOR] [added: SOFR] rate plus a margin of 1.125% to 1.75%.

[removed: During] [added: For] the twelve months ended December 31, [removed: 2022,] [added: 2023,] the effective interest rate for our borrowings was [removed: 3.79%.][added: 7.63%.]

Based on the aggregate outstanding principal balance under the [added: amended] 2021 Credit Agreement as of December 31, [removed: 2022,] [added: 2023,] of [removed: $395.0] [added: $50.0] million, each quarter [added: of a] point change in interest rates would result in a [removed: $1.0 million] [added: $125,000] change in annual interest expense.

As of December 31, 2023, we have fully repaid amounts due under Term Loan A-2.

The Term Loan A-2 bears interest, at the Company’s option, at a per annum rate of either (1) the Base Rate plus a margin of 0% to 0.5% or (2) the one-, three-, six-, or, subject to approval by all lenders, twelve-month LIBOR rate plus a margin of 0.875% to 1.5%.

In January 2023, we amended our 2021 Credit Agreement to replace the LIBOR reference rate with the SOFR reference rate.

Assuming that SOFR replaces LIBOR and is appropriately adjusted to equate to one-month LIBOR, we expect that there should be minimal impact on our operations.

Tyler Technologies, Inc. (“Tyler”) is a [removed: major] [added: leading] provider of integrated [removed: information] [added: software and technology] management solutions [removed: and services] for the public sector.

We also provide continuing client support services to ensure product performance and reliability, [removed: which provides] [added: providing] us with long-term client relationships and a significant base of recurring [removed: maintenance] revenue.

The [removed: state] [added: federal, state,] and local [removed: government] [added: public sector] market is one of the largest and most decentralized IT markets in the country, consisting of [added: hundreds of federal agencies,] all 50 states, approximately 3,000 counties, 36,000 cities and [removed: towns] [added: towns,] and [removed: 12,900] [added: 12,600] school districts.

This market is also comprised of approximately [removed: 38,000] [added: 40,000] special districts and other agencies, each with specialized delegated responsibilities and unique information management requirements.

As a result, [removed: local governments] [added: government entities] recognize the increasing value of information management systems and services to, among other things, improve [added: transactional] revenue collection, provide [added: transparency and] increased access to information, and streamline [added: the] delivery of services to their constituents.

From integrated [removed: tax systems to integrated civil] [added: public safety] and [removed: criminal] justice information [removed: systems, many counties] [added: systems to systems that integrate tax, finance, infrastructure,] and [removed: cities] [added: land use processes, many jurisdictions] have benefited significantly from the implementation of jurisdiction-wide systems that allow different agencies or government offices to share data and provide a more comprehensive approach to information management.

As a result, they seek to establish long-term relationships with reliable providers of [removed: high quality] [added: high-quality] IT products and services such as Tyler.

Although [removed: local] governments often face budgetary constraints in their operations, their primary revenue sources are usually [removed: property taxes,] [added: property, business,] and [removed: to a lesser extent, utility billings] [added: sales tax revenue, as well as transactional fees] and [removed: other fees,] [added: service charges,] which historically tend to be relatively stable.

In addition, the acquisition of [removed: new] [added: modern] technology typically enables [removed: local] governments to operate more [removed: efficiently, more securely,] [added: efficiently] and [added: securely and] often provides a measurable return on investment that justifies the purchase of software and related services.

Gartner, Inc., a leading information technology research and advisory company, estimates [removed: that] [added: that:] state and local government application and vertical specific software spending [removed: will] [added: are expected to] grow from [removed: $27.8] [added: $31.8] billion in [removed: 2023] [added: 2024] to [removed: $40.0] [added: $46.9] billion in [removed: 2026.][added: 2027; professional services and support segments of that market are expected to expand from $36.4 billion in 2024 to $46.8 billion in 2027; application and vertical specific software sales in the primary and secondary education segments of the market are expected to expand from $6.2 billion in 2024 to $8.6 billion in 2027 while related professional services and support are expected to grow from $5.7 billion in 2024 to $7.5 billion in 2027.]

For the national and international government markets, [added: Gartner estimates that] application and vertical specific software sales [removed: is] [added: are] expected to expand from [removed: $42.2] [added: $48.0] billion in [removed: 2023] [added: 2024] to [removed: $61.5] [added: $71.9] billion in [removed: 2026] [added: 2027,] while [added: related] professional services and support are expected to grow from [removed: $65.6] [added: $71.6] billion in [removed: 2023] [added: 2024] to [removed: $82.1] [added: $93.5] billion in [removed: 2026.][added: 2027.]

We design, develop, [removed: market] [added: market,] and support a broad range of software solutions to serve mission-critical “back-office” functions of the public sector.

Many of our [added: back-office] software applications [removed: include Internet-accessible] [added: integrate with our transformative platform solutions, such as our unified payments platform, data and insights platform, and digital public engagement] solutions that allow for real-time public access to a variety of information or that allow the public to transact business with governments online.

[removed: - courts and justice and public safety software solutions;][added: *Courts & Public Safety Solutions*]

A description of our [added: primary] suites of products and services follows:

We derive our revenues from [removed: five] [added: four] primary sources:

Subscriptions revenue [removed: primarily] consists of revenues derived from our SaaS [removed: arrangements.][added: arrangements and transactions-based fees.]

[removed: Virtually] [added: Nearly] all of our [added: on-premises] software clients contract with us for maintenance and support, which provides us with a significant source of recurring revenue.

[removed: Virtually all of our] [added: Our] clients contract with us for installation, training, and data conversion services in connection with their implementation of Tyler’s software [removed: solutions.][added: solutions, whether through a SaaS arrangement or on-premise software license.]

At the culmination of the implementation process, a data implementation team is generally onsite at the client’s facility or available via remote video conferencing to [added: help] ensure the smooth go-live with the new system.

For arrangements that involve significant production, modification or customization of the software, or where professional services are otherwise not considered distinct, we recognize revenue over time by measuring [removed: progress-to-completion.][added: progress-to-completion using labor hours incurred as it best depicts the transfer of control to the customer which occurs as we incur costs on our contracts.]

We compete on the basis of, among other things, delivering to clients our deep domain expertise in government operations through the [removed: highest] [added: high] value products and services in the market.

While we already have what we believe to be the broadest line of software products for [removed: local governments,] [added: the public sector,] we continually [added: strive to] upgrade our core software applications and expand our complementary product and service offerings to respond to technological advancements and the changing needs of our clients.

In particular, [removed: we believe that] [added: since] the acquisition of [removed: NIC] [added: NIC, Inc.( “NIC”)] in April [removed: 2021 provides us with significant opportunities to sell] [added: 2021, we have been successfully selling] Tyler software products into NIC’s client base and [removed: to provide] [added: in turn providing] NIC’s payment services to Tyler’s client base.

We have a large recurring revenue base from [removed: maintenance] [added: subscription-based services] and [removed: support] [added: maintenance] and [removed: subscription-based services,] [added: support,] which generated revenues of [removed: $1.5] [added: $1.6] billion, or [removed: 80%] [added: 83%] of total revenues, in [removed: 2022.][added: 2023.]

Subscription-based revenues have been our fastest growing revenue category over the past five years, increasing from [removed: $220.5] [added: $296.4] million in [removed: 2018] [added: 2019] to [removed: $1.0] [added: $1.2] billion in [removed: 2022.][added: 2023.]

ARR was [removed: $1.50] [added: $1.61] billion and [removed: $1.39] [added: $1.50] billion as of December 31, [removed: 2022,] [added: 2023,] and [removed: 2021,] [added: 2022,] respectively.

ARR increased 8% compared to the prior period [added: primarily] due to an increase in subscriptions revenue resulting from an ongoing shift toward SaaS arrangements.

These initiatives will bring the most advanced cloud-native services to Tyler clients, [removed: improving] [added: to help improve] the flow of information and [removed: providing] [added: provide] a better experience for state, local, and federal governments.

At December 31, [removed: 2022,] [added: 2023,] our revenue backlog was approximately [removed: $1.89 billion,] [added: $2.03 billion] compared to [removed: $1.80] [added: $1.89] billion at December 31, [removed: 2021.][added: 2022.]

Approximately [removed: $886] [added: $937] million, or [removed: 47%,] [added: 46%,] of the backlog is expected to be recognized during [removed: 2023.][added: 2024.]

We believe that, due to the rapid rate of technological change in the computer software industry, trade secrets and copyright protection are less significant than factors such as [added: the] knowledge, ability and experience of our employees, frequent product enhancements, and timeliness and quality of support services.

Our effectiveness in attracting and developing talented team members, many of whom spend the majority of their careers at Tyler serving our public sector clients, demonstrates our commitment to providing a welcoming and safe workplace, with a culture, benefits, and [added: continual growth] opportunities for our team [removed: members to continually grow and develop their careers within Tyler.][added: members.]

As of December 31, [removed: 2022,] [added: 2023,] we had approximately [removed: 7,200] [added: 7,300] team members.

Approximately [removed: 335] [added: 95%] of [removed: these] [added: our] team members [removed: are located in Canada and the Philippines; the remainder] work [removed: remotely] in [removed: the] [added: one of our 66] U.S. [added: offices] or [removed: are based] [added: remotely] in [removed: one] [added: the U.S. Approximately 388] of our [removed: nearly 80 U.S. offices.][added: team members are in Canada, the Philippines, or India.]

We believe our efforts in managing and supporting our workforce are effective, as evidenced by current levels of applicants, team member tenure, [removed: and] high levels of engagement reported through continuous survey feedback from Tyler team [removed: members.][added: members, and our low turnover.]

Our team continues to work collaboratively with and for our clients and partners across multiple work arrangements: fully office-based, fully remote and a blended approach of office-based and remote [removed: work, which we refer to as flex-work.][added: work.]

Voluntary workforce turnover (rolling 12-month attrition) was [removed: 10%] [added: 8%] as of December 31, [removed: 2022,] [added: 2023,] a decrease from [removed: 2021] [added: 2022] turnover of [removed: 12.5%.][added: 10% and a return to pre-COVID levels of turnover at Tyler which consistently outperforms our industry peers.]

The average tenure of our team members continues to be approximately seven years and approximately [removed: 27%] [added: 28%] of our employees have been employed by Tyler for more than ten years.

The most frequent factor cited by team members leaving Tyler in [removed: 2022] [added: 2023] was career [removed: opportunities] [added: opportunities,] with compensation also cited as a factor.

Our solutions empower local, state, and federal government entities to create smarter, safer, and stronger communities.

We offer the broadest range of software solutions and services designed for every level of public sector government agency.

Our solutions deliver mission-critical technology to support the essential functions of government, including public safety, justice, public health, taxation and budgeting, infrastructure and land use, outdoor recreation, utility and civic services, regulation, K-12 education, and social services.

We provide both the back-office systems-of-record that serve the operational needs of specific government agencies, as well as platform technology solutions that are designed to integrate with our back-office solutions and be deployed and connected across many agencies.

Examples of transformative platform technologies include our market-leading payments platform, data platform, low-code application development platform, and digital resident experience solutions.

We maintain deep, long-term relationships with state and local government agencies, including dedicated state-level offices in the 28 states in which we have enterprise contracts.

Our professional information technology (“IT”) services include cloud-based software deployment, data conversion, and training.

Today, government agencies play an essential role in all aspects of society, including providing protection and security, delivering public services, ensuring public health, effectively administrating public resources, developing and enforcing regulations, and maintaining engagement with the public.

In an increasingly digital world, constituents expect more transparency, frictionless service, and better online experiences from public entities.

Government bodies recognize “digital government” is not just a modern convenience, but a requirement for good governance.

Agencies at all levels of government face challenges in attracting and retaining the staff necessary to support their IT operations.

Government agencies increasingly rely on digital payment solutions to streamline the collection and distribution of government funds.

Tyler is a leading provider of integrated solutions for the public sector.

Tyler management believes we compete based on several key factors, including:

- The breadth, depth, and quality of our product and service offerings

- Deep industry expertise with proven implementation success

- Technological innovation

- Name recognition, reputation, and references

- Value and return-on-investment

- Financial strength and stability

*Platform & Transformative Technology Solutions*

Our platform and transformative technology solutions create the foundation for government innovation and enhance our clients’ ability to connect with constituents, conduct business, collect and disburse funds, safeguard systems, and leverage data to its fullest.

Many of these solutions are integrated into our products, while others can be leveraged as add-on solutions.

Our platform & transformative technology solutions include:

- Cybersecurity: Augments government agencies’ resources with access to advanced expertise for program design, 24/7 threat detection and response, customized employee training, vulnerability testing, and more.

- Data & Insights: Allows agencies to transform data into insights about financial, operational, and strategic outcomes by making it easier to surface meaningful data for informing government decisions and citizens.

- Digital Solutions: Provides a seamless cross-department experience so that agencies can deliver a unified citizen experience and achieve better outcomes while helping workers and policymakers share, communicate, and leverage data more effectively.

- Payments: As the leading platform for public sector payment processes nearly half a billion transactions annually and covers the entire payments life cycle, including billing, presentment, merchant onboarding, collections, reconciliation, and disbursements.

- Platform Technologies: A low-code application development platform purpose-built for the public sector.

Enables government workers to quickly build solutions and applications that suit their needs.

*•*Outdoor Recreation: Designed specifically for local, state, and federal outdoor agencies, our solutions encompass campsite reservations, activity registrations, licensing sales and renewals, and real-time data for conservation and park management.

*Public Administration Solutions*

Our public administration solutions connect the dots between departments, agencies, municipalities, and states to deliver the core business functions of the public sector.

By making it easier to manage the business side of the public sector, agencies can focus on delivering the resources and services required to make their community a place where people want to live.

Our public administration solutions include:

- Civic Services: Business management and community development solutions manage permitting, enforcement, health and safety inspections, compliance, maintenance and work orders, 311 requests, and more.

- ERP: Integrates core financial applications with human resources, revenue management, tax billing, utilities, asset management, and payment processing.

- Property & Recording: Manages all aspects of the property tax life cycle, including appraisal services, valuation, tax billing and collections, assessment administration, and land and official records.

- Regulatory: Permitting, licensing and regulatory management help local, state, and federal government agencies and departments of any size simplify every aspect of regulatory compliance.

Our integrated courts and public safety solutions are used at the municipal, county, state, and federal levels to help courts, prosecutors, defenders, jails, sheriff’s offices, police departments, and probation officers keep their communities safe.

We partner with clients to make government more accessible to the public, more responsive to the needs of citizens and more efficient in its operations.

We have a broad line of software solutions and services to address the information technology (“IT”) needs of major areas of operations for cities, counties, schools and other government entities.

We offer clients delivery of our software applications through software as a service (“SaaS”) and on-premise solutions.

In recent years, substantially all of the Tyler’s products are sold through subscriptions delivered as SaaS.

We provide professional IT services to our clients, including software and hardware installation, data conversion, training and, at times, product modifications.

In addition, we are the nation’s largest provider of outsourced property appraisal services for taxing jurisdictions.

We provide digital government services and payment solutions.

In addition, we provide electronic document filing (“e-filing”) solutions, which simplify the filing and management of court documents.

Traditionally, local government bodies and agencies performed state-mandated duties, including property assessment, record keeping, road maintenance, law enforcement, administration of election and judicial functions, and the provision of welfare assistance.

Today, a host of emerging and urgent issues are confronting local governments, each of which demands a service response.

These areas include criminal justice and corrections, administration and finance, public safety, health and human services, planning, regulatory and maintenance and records and document management.

Transfers of responsibility from the federal and state governments to county and municipal governments and agencies in these and other areas also place additional service and financial requirements on these local government units.

In addition, constituents of local governments are increasingly demanding improved service and better access to information from public entities.

Local government bodies are now recognizing that “e-government” is an additional responsibility for community development.

Many city and county governmental agencies also have unique individual information management requirements, which must be tailored to the specific functions of each particular office.

Many local governments also have difficulties attracting and retaining the staff necessary to support their IT functions.

The professional services and support segments of the market are expected to expand from $33.5 billion in 2023 to $41.9 billion in 2026.

Application and vertical specific software sales in the primary and secondary education segments of the market is expected to expand from $5.4 billion in 2023 to $6.6 billion in 2026 while professional services and support are expected to grow from $5.1 billion in 2023 to $6.1 billion in 2026.

Our software solutions and services are provided through seven business units, which focus on the following products:

- financial management, education and planning, regulatory, and maintenance software solutions;

- financial management, municipal courts, planning, regulatory, and maintenance software solutions;

- data and insights solutions;

- appraisal and tax software solutions, land and vital records management software solutions, and property appraisal services;

- development platform solutions including case management and business process management; and

- digital government and payments solutions.

For clients who acquire software for use on premises, we generally license our solutions under standard perpetual license agreements that provide the client with a fully paid, nonexclusive, nontransferable right to use the software.

We also offer SaaS arrangements for clients who do not wish to maintain, update and operate these systems or to make up-front capital expenditures to implement these advanced technologies.

For these clients, the software and client data are hosted at our data centers or at third-party locations, and clients typically sign multi-year contracts for these subscription-based services.

*Financial Management and Education*

Our financial management and education solutions are enterprise resource planning systems for the public sector, which integrate information across all facets of a client organization.

Our financial management solutions include modular fund accounting systems that can be tailored to meet the needs of virtually any government agency or not-for-profit entity.

Our financial management systems include modules for general ledger, budget preparation, fixed assets, requisitions, purchase orders, bid management, accounts payable, contract management, accounts receivable, investment management, inventory control, project and grant accounting, work orders, job costing, GASB reporting, payroll and human resources.

All of our financial management systems are intended to conform to government auditing and financial reporting requirements and generally accepted accounting principles.

We sell utility billing systems that support the billing and collection of metered and non-metered services, along with multiple billing cycles.

Our Web-enabled utility billing solutions allow clients to access information online such as average consumption and transaction history.

In addition, our systems can accept secured Internet payments via credit cards and checks.

We also offer specialized products that automate numerous city and county functions, including municipal courts, parking tickets, equipment and project costing, animal licenses, business licenses, permits and inspections, code enforcement, citizen complaint tracking, ambulance billing, fleet maintenance, and cemetery records management.

In addition to providing financial management systems to K-12 schools, we sell student information systems for K-12 schools, which manage such activities as scheduling, grades and attendance.

We also offer student transportation solutions to manage school bus routing optimization, fleet management, field trips and other related functions.

Tyler’s financial management and education solutions include Web components that enhance governments’ service capabilities by facilitating online access to information for both employees and citizens and enabling online transactions.

During the first quarter [added: of] 2022, [removed: the Company] [added: we] received a notice of termination for convenience [removed: for professional services] under a contractual arrangement with a state [added: government] client.

The client was unresponsive to [removed: company] [added: our] outreach for several months.

On August 23, 2022, [removed: the Company] [added: we] filed a lawsuit to enforce our rights and remedies under the applicable contractual [removed: arrangement.][added: arrangement, and since then have been engaged directly with the client on payment resolution.]

As of December 31, the total exposure in our financial statements included the remaining balance of net billed accounts receivable for licenses and services rendered under the contract of approximately $12 million.

The client has not filed responsive pleadings and no other significant activity has occurred in the lawsuit.

We are unable to estimate the probability of a favorable or unfavorable outcome with respect to the dispute or estimate the amount of potential loss, if any, related to this matter.

For the Fiscal Year Ended December 31, [removed: 2022][added: 2023]

Indicate by check mark whether the registrant has submitted [removed: electronically and posted on its corporate Web site, if any,] [added: electronically,] every Interactive Data file required to be submitted [removed: and posted] pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit [removed: and post] such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [added: a] smaller reporting company, or an emerging growth company.

[added: |] Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit [removed: report Yes] [added: report. | | | | | | | | | | | | | | | | | |] ☒ [removed: No ☐][added: | | |]

The aggregate market value of the voting stock held by non-affiliates of the registrant was [removed: $13,686,594,900] [added: $17,373,822,183] based on the reported last sale price of common stock on June 30, [removed: 2022,] [added: 2023,] which is the last business day of the registrant’s most recently completed second fiscal quarter.

The number of shares of common stock of the registrant outstanding on February [removed: 21, 2023] [added: 20, 2024] was [removed: 41,819,280.][added: 42,276,136.]

Certain information required by Part III of this annual report is incorporated by reference from the registrant’s definitive proxy statement for its annual meeting of stockholders to be held on May [removed: 11, 2023.][added: 9, 2024.]

[removed: | | | | [PART I](#ia2a49e1dcd8d427486d3a54d0502a122_10) | | | | | |][added: PART I]

| Item 1. | | | [removed: [Business](#ia2a49e1dcd8d427486d3a54d0502a122_13)] [added: [Business](#iddf9da6170a9419a8a140727417a2987_13)] | | | [removed: [3](#ia2a49e1dcd8d427486d3a54d0502a122_13)] [added: [3](#iddf9da6170a9419a8a140727417a2987_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#ia2a49e1dcd8d427486d3a54d0502a122_16)] [added: Factors](#iddf9da6170a9419a8a140727417a2987_16)] | | | [removed: [12](#ia2a49e1dcd8d427486d3a54d0502a122_16)] [added: [11](#iddf9da6170a9419a8a140727417a2987_16)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#ia2a49e1dcd8d427486d3a54d0502a122_19)] [added: Comments](#iddf9da6170a9419a8a140727417a2987_19)] | | | [removed: [21](#ia2a49e1dcd8d427486d3a54d0502a122_19)] [added: [21](#iddf9da6170a9419a8a140727417a2987_19)] | | |

| Item 2. | | | [removed: [Properties](#ia2a49e1dcd8d427486d3a54d0502a122_22)] [added: [Properties](#iddf9da6170a9419a8a140727417a2987_22)] | | | [removed: [22](#ia2a49e1dcd8d427486d3a54d0502a122_22)] [added: [24](#iddf9da6170a9419a8a140727417a2987_22)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#ia2a49e1dcd8d427486d3a54d0502a122_25)] [added: Proceedings](#iddf9da6170a9419a8a140727417a2987_25)] | | | [removed: [22](#ia2a49e1dcd8d427486d3a54d0502a122_25)] [added: [24](#iddf9da6170a9419a8a140727417a2987_25)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ia2a49e1dcd8d427486d3a54d0502a122_34)] [added: Securities](#iddf9da6170a9419a8a140727417a2987_34)] | | | [removed: [23](#ia2a49e1dcd8d427486d3a54d0502a122_34)] [added: [25](#iddf9da6170a9419a8a140727417a2987_34)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ia2a49e1dcd8d427486d3a54d0502a122_40)] [added: Operations](#iddf9da6170a9419a8a140727417a2987_40)] | | | [removed: [25](#ia2a49e1dcd8d427486d3a54d0502a122_40)] [added: [27](#iddf9da6170a9419a8a140727417a2987_40)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#ia2a49e1dcd8d427486d3a54d0502a122_61)] [added: Risk](#iddf9da6170a9419a8a140727417a2987_61)] | | | [removed: [41](#ia2a49e1dcd8d427486d3a54d0502a122_61)] [added: [40](#iddf9da6170a9419a8a140727417a2987_61)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#ia2a49e1dcd8d427486d3a54d0502a122_64)] [added: Data](#iddf9da6170a9419a8a140727417a2987_64)] | | | [removed: [42](#ia2a49e1dcd8d427486d3a54d0502a122_64)] [added: [40](#iddf9da6170a9419a8a140727417a2987_64)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ia2a49e1dcd8d427486d3a54d0502a122_67)] [added: Disclosure](#iddf9da6170a9419a8a140727417a2987_67)] | | | [removed: [42](#ia2a49e1dcd8d427486d3a54d0502a122_67)] [added: [40](#iddf9da6170a9419a8a140727417a2987_67)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#ia2a49e1dcd8d427486d3a54d0502a122_70)] [added: Procedures](#iddf9da6170a9419a8a140727417a2987_70)] | | | [removed: [42](#ia2a49e1dcd8d427486d3a54d0502a122_70)] [added: [40](#iddf9da6170a9419a8a140727417a2987_70)] | | |

| Item 9B. | | | [Other [removed: Information](#ia2a49e1dcd8d427486d3a54d0502a122_73)] [added: Information](#iddf9da6170a9419a8a140727417a2987_73)] | | | [removed: [42](#ia2a49e1dcd8d427486d3a54d0502a122_73)] [added: [41](#iddf9da6170a9419a8a140727417a2987_73)] | | |

| | | | [PART [removed: III](#ia2a49e1dcd8d427486d3a54d0502a122_76)] [added: III](#iddf9da6170a9419a8a140727417a2987_79)] | | | | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#ia2a49e1dcd8d427486d3a54d0502a122_79)] [added: Governance](#iddf9da6170a9419a8a140727417a2987_82)] | | | [removed: [43](#ia2a49e1dcd8d427486d3a54d0502a122_79)] [added: [42](#iddf9da6170a9419a8a140727417a2987_82)] | | |

| Item 11. | | | [Executive [removed: Compensation](#ia2a49e1dcd8d427486d3a54d0502a122_82)] [added: Compensation](#iddf9da6170a9419a8a140727417a2987_85)] | | | [removed: [43](#ia2a49e1dcd8d427486d3a54d0502a122_82)] [added: [42](#iddf9da6170a9419a8a140727417a2987_85)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ia2a49e1dcd8d427486d3a54d0502a122_85)] [added: Matters](#iddf9da6170a9419a8a140727417a2987_88)] | | | [removed: [43](#ia2a49e1dcd8d427486d3a54d0502a122_85)] [added: [42](#iddf9da6170a9419a8a140727417a2987_88)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ia2a49e1dcd8d427486d3a54d0502a122_88)] [added: Independence](#iddf9da6170a9419a8a140727417a2987_91)] | | | [removed: [43](#ia2a49e1dcd8d427486d3a54d0502a122_88)] [added: [42](#iddf9da6170a9419a8a140727417a2987_91)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#ia2a49e1dcd8d427486d3a54d0502a122_91)] [added: Services](#iddf9da6170a9419a8a140727417a2987_94)] | | | [removed: [43](#ia2a49e1dcd8d427486d3a54d0502a122_91)] [added: [42](#iddf9da6170a9419a8a140727417a2987_94)] | | |

| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#ia2a49e1dcd8d427486d3a54d0502a122_97)] [added: Schedules](#iddf9da6170a9419a8a140727417a2987_100)] | | | [removed: [44](#ia2a49e1dcd8d427486d3a54d0502a122_97)] [added: [43](#iddf9da6170a9419a8a140727417a2987_100)] | | |

[removed: PART I][added: | | | | [PART I](#iddf9da6170a9419a8a140727417a2987_10) | | | | | |]

| If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. | | | | | | | | | | | | | | | | | | ☐ | | |

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| Item 1C. | | | [Cybersecurity](#iddf9da6170a9419a8a140727417a2987_1685) | | | [21](#iddf9da6170a9419a8a140727417a2987_1685) | | |

| Item 4. | | | [Mine Safety](#iddf9da6170a9419a8a140727417a2987_28) [Disclosures](#iddf9da6170a9419a8a140727417a2987_28) | | | [24](#iddf9da6170a9419a8a140727417a2987_28) | | |

| | | | [PART II](#iddf9da6170a9419a8a140727417a2987_31) | | | | | |

| Item 6. | | | [\[Reserved\]](#iddf9da6170a9419a8a140727417a2987_37) | | | [26](#iddf9da6170a9419a8a140727417a2987_37) | | |

| Item 9C. | | | [D](#iddf9da6170a9419a8a140727417a2987_76)[isclosure](#iddf9da6170a9419a8a140727417a2987_76) [Regarding Foreign Jurisdictions That Prevent](#iddf9da6170a9419a8a140727417a2987_76) [](#iddf9da6170a9419a8a140727417a2987_76)[Inspections](#iddf9da6170a9419a8a140727417a2987_76) | | | [41](#iddf9da6170a9419a8a140727417a2987_76) | | |

| | | | [PART IV](#iddf9da6170a9419a8a140727417a2987_97) | | | | | |

| Item 16. | | | [Form 10](#iddf9da6170a9419a8a140727417a2987_1718)[\-](#iddf9da6170a9419a8a140727417a2987_1718)[K Su](#iddf9da6170a9419a8a140727417a2987_1718)[mmary](#iddf9da6170a9419a8a140727417a2987_1718) | | | [45](#iddf9da6170a9419a8a140727417a2987_1718) | | |

| [Signatures](#iddf9da6170a9419a8a140727417a2987_103) | | | | | | [46](#iddf9da6170a9419a8a140727417a2987_103) | | |

Indicate by check mark if disclosure of delinquent filer pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any amendment to the Form 10-K.

| | | | | | | | | | | | | | | | | | | | | |

| Item 4. | | | [Submission of Matters to a Vote of Security Holders](#ia2a49e1dcd8d427486d3a54d0502a122_28) | | | [22](#ia2a49e1dcd8d427486d3a54d0502a122_28) | | |

| | | | [PART II](#ia2a49e1dcd8d427486d3a54d0502a122_31) | | | | | |

| Item 6. | | | [Selected Financial Data](#ia2a49e1dcd8d427486d3a54d0502a122_37) | | | [24](#ia2a49e1dcd8d427486d3a54d0502a122_37) | | |

| | | | [PART IV](#ia2a49e1dcd8d427486d3a54d0502a122_94) | | | | | |

| [Signatures](#ia2a49e1dcd8d427486d3a54d0502a122_100) | | | | | | [47](#ia2a49e1dcd8d427486d3a54d0502a122_100) | | |

Tyler is committed to remaining vigilant in an ever-changing security environment.

Our public sector clients are attractive, data-rich targets for threat actors.

We partner closely with our clients to assist them in following evolving best practices, and constantly evaluate our own policies and procedures to help ensure that we are implementing safeguards that protect their data and ours.

The same cybersecurity threats that predominate across most industries challenge Tyler and our clients as well.

These threats range from crude phishing attempts to distributed denial-of-service disruptions to sophisticated malware and ransomware, among others.

We are acutely aware that these same threats exist for our acquisition targets, our suppliers, and our third-party business partners, and a cybersecurity incident or vulnerability experienced by any of these entities could also materially and/or adversely impact our business operations and/or performance, both operational and financial, and could harm our reputation and/or competitive position.

Given the criticality of a strong cybersecurity posture, we continuously and conscientiously invest in our security infrastructure, tooling, and related resources.

Cyber Risk Management Strategy

The Board of Directors is responsible for overseeing Tyler’s senior management in the execution of its risk-management responsibilities and for assessing Tyler’s overall approach to risk management.

The Board exercises these responsibilities periodically as part of its meetings and through its committees, each of which examines various components of enterprise risk.

The Audit Committee oversees management of financial risks, as well as Tyler’s policies with respect to risk assessment and risk management, including but not limited to information security risk.

Tyler’s Chief Information Security Office (“CISO”) leads the information security responsibility at Tyler.

He has spent his career in information security, joining Tyler in 2018 and previously working in the payments and semiconductor manufacturing industries.

He is a Certified Information Systems Security Professional (“CISSP”) and a Certified Data Privacy Solutions Engineer (“CDPSE”).

The CISO reports directly to Tyler’s Chief Operations Officer (“COO”), who in turn reports to the President & Chief Executive Officer.

Tyler believes this organizational structure provides a holistic and collaborative approach to cybersecurity risk management, as the COO also oversees Tyler’s information technology, technology, and cloud operations teams, with whom the CISO works regularly and closely.

The CISO also has a dotted line to the Chair of the Audit Committee.

The CISO leads a full-time Security Risk & Compliance team that assesses, identifies and manages material risks from cybersecurity threats and oversees our Information Security Risk Management Program.

These efforts include the identification, assessment, and treatment of potential harms to Tyler’s technology, data, and intellectual property.

The team continually monitors the potential for harm to help manage the level of risk.

To help protect client information and Tyler data, Tyler leverages both internal and external resources, including third-party assessments, to work to identify and respond to information security risks.

For example:

*Internal Resources*: Our full-time information security team focuses on managing incoming security risks and developing preventative responses to potential future risks, using tools targeted at people, processes, and technology.

These efforts include security training for all employees at hire and on an annual basis thereafter, unannounced security testing (particularly on topics such as phishing), and periodic security alert messages for education or urgent security communications.

We repeatedly test our software, during the development cycle and once out in the field, including internal assessments of our flagship solutions.

We work closely with Tyler’s Data Privacy Officer and her team to educate Tyler team members on complementary privacy-by-design principles.

We continuously iterate on access management policies for both technological and physical resources.

Tyler staffs an internal incident response team designed to launch when a potential or suspected security incident is reported to or identified by Tyler.

That team is composed of a multi-disciplinary group of Tyler team members, including representatives from the security, privacy, communications, and relevant business unit teams, as well as outside forensic and legal advisors that are called on as needed.

The incident response team’s goal is to confirm, contain, mitigate, and remediate the incident, as applicable, and conducts a “lessons learned” process when the incident response is completed.

To help ensure disaster recovery and business continuity, Tyler maintains a business continuity plan with comprehensive procedures designed to recover Tyler and client assets quickly and effectively following a service disruption.

Tyler’s policies and procedures with respect to disaster recovery, as well as its process to help recover critical technology platforms, data center infrastructure, and operations, are updated regularly, tested annually, and reviewed by third-party auditors.

We also partner with our Internal Audit team to regularly assess and respond to evolving risk management findings.

*External resources:* Tyler leverages third-party assessments, audits, and reporting obligations to provide additional layers of accountability, monitoring and testing.

This includes a bug reporting program that we publish that invites any third party to report a security vulnerability they have identified.

We also use a Qualified Security Assessor to perform an annual Payment Card Industry Data Security Standards assessment that tests our credit card data controls, and we undergo an annual System & Organizational Control audit to generate a report of our key compliance controls and objectives, among other things.

Given our technology in the courts and public safety markets, we also manage compliance with Criminal Justice Information Systems security standards that are established by the Federal Bureau of Investigation (“FBI”), and we partner with our clients and third-party Criminal Justice Information Services (“CJIS”) compliance consultants to ensure that we adhere to the requirements applicable to us.

*Technology*: Tyler also utilizes technology to help harden our environment from internal and external threats.

We leverage a third-party endpoint detection management solution and threat intelligence software, as well as web-filtering tools, a multi-factor authentication tool, and related tools that support our “defense-in-depth” strategy.

These tools are operated by subject-matter experts that report to the CISO, and Tyler employees are educated on the tooling to the extent applicable.

We occupy a total of approximately 1.3 million square feet of office space, of which approximately [removed: 746,000] [added: 762,000] square feet is in various office facilities we own.

We own or lease offices for our major operations in the states of Arkansas, Arizona, California, Colorado, Connecticut, Georgia, Illinois, Indiana, Kansas, Massachusetts, Maine, Michigan, Missouri, Montana, North Carolina, New York, Ohio, Tennessee, Texas, Virginia, Washington, Washington D.C., Wisconsin, Ontario and British Columbia, [removed: Canada and] [added: Canada,] the [removed: Philippines.][added: Philippines and India.]

[removed: PART II][added: PART II]

At December 31, [removed: 2022,] [added: 2023,] we had approximately [removed: 1,065] [added: 1,039] stockholders of record.

Most of our stockholders hold their shares in street name; therefore, there are substantially more than [removed: 1,065] [added: 1,039] beneficial owners of our common stock.

We did not pay any cash dividends in [removed: 2022] [added: 2023] or [removed: 2021.][added: 2022.]

There are no warrants or rights related to our equity compensation plans as of December 31, [removed: 2022.][added: 2023.]

| | | | Number of securities to be issued upon exercise of outstanding options, warrants, purchase rights and vesting of restricted stock units as of December 31, [removed: 2022] [added: 2023] | | | | | | Weighted average exercise price of outstanding options and unvested restricted stock units | | | | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in initial column as of December 31, [removed: 2022)] [added: 2023)] | | |

As of December 31, [removed: 2022,] [added: 2023,] we had authorization to repurchase up to approximately 2.3 million additional shares of Tyler common stock.

During [removed: 2022,] [added: 2023,] we [removed: purchased no] [added: did not purchase any] shares of our common stock.

A summary of the repurchase activity during [removed: 2022] [added: 2023] is as follows:

| Three months ended March 31 | | | — | | | | | | — | | | | | | — | | | | | | [removed: 2,344,200] [added: 2,270,091] | | |

| Three months ended June 30 | | | — | | | | | | — | | | | | | — | | | | | | [removed: 2,344,200] [added: 2,270,091] | | |

| Three months ended September 30 | | | — | | | | | | — | | | | | | — | | | | | | [removed: 2,344,200] [added: 2,270,091] | | |

There is no expiration date specified for the authorization, and we [removed: intend to] [added: may] repurchase stock under the program from time to time.

As of February [removed: 22, 2023,] [added: 21, 2024,] we had remaining authorization to repurchase up to 2.3 million additional shares of our common stock.

The following table compares total shareholder returns for Tyler over the last five years to the Standard and Poor’s 500 Stock Index and the Standard and Poor’s 600 Information Technology Index assuming a $100 investment made on December 31, [removed: 2017.][added: 2018.]

[removed: ][added: ]

| Company / Index | | | [removed: 12/31/17] [added: 12/31/18] | | | | | | [removed: 12/31/18] [added: 12/31/19] | | | | | | [removed: 12/31/19] [added: 12/31/20] | | | | | | [removed: 12/31/20] [added: 12/31/21] | | | | | | [removed: 12/31/21] [added: 12/31/22] | | | | | | [removed: 12/31/22] [added: 12/31/23] | | |

| 2018 Incentive Stock Plan | | | 1,870,812 | | | | | | 283.09 | | | | | | 456,556 | | |

| Employee Stock Purchase Plan | | | 9,997 | | | | | | 355.4 | | | | | | 525,881 | | |

| | | | 1,880,809 | | | | | | $ | 283.47 | | | | | 982,437 | | |

| October 1 through October 31 | | | — | | | | | | — | | | | | | — | | | | | | 2,270,091 | | |

| November 1 through November 30 | | | — | | | | | | — | | | | | | — | | | | | | 2,270,091 | | |

| December 1 through December 31 | | | — | | | | | | — | | | | | | — | | | | | | 2,270,091 | | |

| Tyler Technologies, Inc. | | | 100 | | | | | | 161.46 | | | | | | 234.92 | | | | | | 289.50 | | | | | | 173.51 | | | | | | 225.01 | | |

| S&P 500 Stock Index | | | 100 | | | | | | 131.49 | | | | | | 155.68 | | | | | | 200.37 | | | | | | 164.08 | | | | | | 207.21 | | |

| S&P 600 Information Technology Index | | | 100 | | | | | | 139.59 | | | | | | 178.41 | | | | | | 226.31 | | | | | | 175.70 | | | | | | 212.50 | | |

| 2018 Incentive Stock Plan | | | 2,078,261 | | | | | | 263.59 | | | | | | 1,254,531 | | |

| Employee Stock Purchase Plan | | | 11,092 | | | | | | 274.05 | | | | | | 576,343 | | |

| | | | 2,089,353 | | | | | | $ | 263.64 | | | | | 1,830,874 | | |

| October 1 through October 31 | | | — | | | | | | — | | | | | | — | | | | | | 2,344,200 | | |

| November 1 through November 30 | | | — | | | | | | — | | | | | | — | | | | | | 2,344,200 | | |

| December 1 through December 31 | | | — | | | | | | — | | | | | | — | | | | | | 2,344,200 | | |

| Tyler Technologies, Inc. | | | 100 | | | | | | 104.95 | | | | | | 169.45 | | | | | | 246.55 | | | | | | 303.84 | | | | | | 182.10 | | |

| S&P 500 Stock Index | | | 100 | | | | | | 95.62 | | | | | | 125.72 | | | | | | 148.85 | | | | | | 191.58 | | | | | | 156.88 | | |

| S&P 600 Information Technology Index | | | 100 | | | | | | 91.07 | | | | | | 127.12 | | | | | | 162.47 | | | | | | 206.09 | | | | | | 160.00 | | |

Management, with the participation of the chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, [removed: 2022.][added: 2023.]

Based on this evaluation, the chief executive officer and chief financial officer have concluded that our disclosure controls and procedures were effective as of December 31, [removed: 2022.][added: 2023.]

Management assessed the effectiveness of Tyler’s internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

Based on our assessment, we concluded that, as of December 31, [removed: 2022,] [added: 2023,] Tyler’s internal control over financial reporting was effective based on those criteria.

Tyler’s internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] has been audited by Ernst & Young LLP, the independent registered public accounting firm who also audited Tyler’s financial statements.

[removed: During] [added: Other than as described in] the [removed: quarter ended December 31, 2022,] [added: preceding paragraph,] there [removed: were] [added: have been] no changes in our internal control over financial [removed: reporting, as] [added: reporting (as such term is] defined in [removed: Securities] [added: Rules 13a-15(f) and 15d-15(f) under the] Exchange [removed: Act Rule 13a-15(f),] [added: Act) during the three months ended December 31, 2023,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The Company has implemented new accounting and financial management software effective July 1, 2023, which is expected to improve the efficiency of certain financial and related business processes.

The implementation of our new system was not made in response to any identified deficiency or weakness in our internal controls over financial reporting.

The implementation was subject to various testing and review procedures prior to and after execution.

We have updated our internal controls over financial reporting, as necessary, to accommodate any modifications to our business processes or accounting procedures due to the implementation.

Management will continue to monitor, test and evaluate the operating effectiveness of internal controls related to the new accounting and financial management software during the post-implementation period to ensure that effective controls over financial reporting continue to be maintained.

(c) Trading Plans.

None

None.

[removed: PART III][added: PART III]

| The information required under this item may be found under the section captioned “Proposals For Consideration – Proposal Two – Ratification of Our Independent Auditors for Fiscal Year [removed: 2022”] [added: 2023”] in our Proxy Statement when filed. | | | | | | | | |

[removed: PART IV][added: PART IV]

| | | | | | | | | | | | | [Reports of Independent Registered Public Accounting [removed: Firm](#ia2a49e1dcd8d427486d3a54d0502a122_103)] [added: Firm](#iddf9da6170a9419a8a140727417a2987_106)] (PCAOB ID: 42) | | | | | | [removed: [F-1](#ia2a49e1dcd8d427486d3a54d0502a122_103)] [added: [F-1](#iddf9da6170a9419a8a140727417a2987_106)] | | |

| | | | | | | | | | | | | [Consolidated Statements of Income for the years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020](#ia2a49e1dcd8d427486d3a54d0502a122_106)] [added: 2021](#iddf9da6170a9419a8a140727417a2987_109)] | | | | | | [removed: [F-4](#ia2a49e1dcd8d427486d3a54d0502a122_106)] [added: [F-4](#iddf9da6170a9419a8a140727417a2987_109)] | | |

| | | | | | | | | | | | | [Consolidated Statements of Comprehensive Income for the years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020](#ia2a49e1dcd8d427486d3a54d0502a122_1580)] [added: 2021](#iddf9da6170a9419a8a140727417a2987_112)] | | | | | | [removed: [F-](#ia2a49e1dcd8d427486d3a54d0502a122_1580)[5](#ia2a49e1dcd8d427486d3a54d0502a122_1580)] [added: [F-5](#iddf9da6170a9419a8a140727417a2987_112)] | | |

| | | | | | | | | | | | | [Consolidated Balance Sheets as of December 31, [removed: 2022] [added: 2023] and [removed: 2021](#ia2a49e1dcd8d427486d3a54d0502a122_109)] [added: 2022](#iddf9da6170a9419a8a140727417a2987_115)] | | | | | | [removed: [F-6](#ia2a49e1dcd8d427486d3a54d0502a122_109)] [added: [F-6](#iddf9da6170a9419a8a140727417a2987_115)] | | |

| | | | | | | | | | | | | [Consolidated Statements of Cash Flows for the years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020](#ia2a49e1dcd8d427486d3a54d0502a122_112)] [added: 2021](#iddf9da6170a9419a8a140727417a2987_118)] | | | | | | [removed: [F-](#ia2a49e1dcd8d427486d3a54d0502a122_112)[7](#ia2a49e1dcd8d427486d3a54d0502a122_112)] [added: [F-7](#iddf9da6170a9419a8a140727417a2987_118)] | | |

| | | | | | | | | | | | | [Consolidated Statements of Shareholders’ Equity for the years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020](#ia2a49e1dcd8d427486d3a54d0502a122_115)] [added: 2021](#iddf9da6170a9419a8a140727417a2987_124)] | | | | | | [removed: [F-](#ia2a49e1dcd8d427486d3a54d0502a122_115)[9](#ia2a49e1dcd8d427486d3a54d0502a122_115)] [added: [F-9](#iddf9da6170a9419a8a140727417a2987_124)] | | |

| | | | | | | | | | | | | [Notes to Consolidated Financial [removed: Statements](#ia2a49e1dcd8d427486d3a54d0502a122_118)] [added: Statements](#iddf9da6170a9419a8a140727417a2987_127)] | | | | | | [removed: [F-10](#ia2a49e1dcd8d427486d3a54d0502a122_118)] [added: [F-10](#iddf9da6170a9419a8a140727417a2987_127)] | | |

| [removed: [3.3](https://www.sec.gov/Archives/edgar/data/860731/000086073122000005/amendedandrestatedby-law.htm)] [added: [3.3](https://www.sec.gov/Archives/edgar/data/860731/000086073123000021/a31amendedandrestatedasofm.htm)] | | | | | | [Amended and Restated By-Laws of Tyler Technologies Inc., dated [removed: February 1, 2022] [added: May 11, 2023,] (filed as Exhibit 3.1 to our Form 8-K dated [removed: February 7, 2022,] [added: May 15, 2023,] and incorporated by reference [removed: herein).](https://www.sec.gov/Archives/edgar/data/860731/000086073122000005/amendedandrestatedby-law.htm)] [added: herein).](https://www.sec.gov/Archives/edgar/data/860731/000086073123000021/a31amendedandrestatedasofm.htm)] | | |

| [4.2](https://www.sec.gov/Archives/edgar/data/860731/000086073123000009/thirdamendmentto2021cred.htm) | | | | | | [Third Amendment to the Credit Agreement dated January 27, 2023, among Tyler Technologies, Inc. and Wells Fargo Bank, N. A. as Administrative Agent and other lenders party hereto (filed as Exhibit 4.2 to our Form 10-K dated February 22, 2023, and incorporated by reference [removed: herein](https://www.sec.gov/Archives/edgar/data/860731/000086073123000009/thirdamendmentto2021cred.htm)[)](https://www.sec.gov/Archives/edgar/data/860731/000086073123000009/thirdamendmentto2021cred.htm)[.](https://www.sec.gov/Archives/edgar/data/860731/000086073123000009/thirdamendmentto2021cred.htm)] [added: herein).](https://www.sec.gov/Archives/edgar/data/860731/000086073123000009/thirdamendmentto2021cred.htm)] | | |

| [4.5](https://www.sec.gov/Archives/edgar/data/860731/000086073121000018/exhibit41indenture3921.htm) | | | | | | [Indenture, dated as of March 9, 2021, between Tyler Technologies, Inc. and U.S. Bank National Association, as trustee, relating to the 0.25% Convertible Senior Notes due [removed: 2026.](https://www.sec.gov/Archives/edgar/data/860731/000086073121000018/exhibit41indenture3921.htm) [(fi](https://www.sec.gov/Archives/edgar/data/860731/000086073121000018/exhibit41indenture3921.htm)[l](https://www.sec.gov/Archives/edgar/data/860731/000086073121000018/exhibit41indenture3921.htm)[ed] [added: 2026. (filed] as Exhibit 4.1 to our Form 8-K, dated March [removed: 9](https://www.sec.gov/Archives/edgar/data/860731/000086073121000018/exhibit41indenture3921.htm)[,] [added: 9,] 2021, [removed: and](https://www.sec.gov/Archives/edgar/data/860731/000086073121000018/exhibit41indenture3921.htm) [incorporated] [added: and incorporated] by reference herein.)](https://www.sec.gov/Archives/edgar/data/860731/000086073121000018/exhibit41indenture3921.htm) | | |

| [removed: [10.2](http://www.sec.gov/Archives/edgar/data/860731/000119312513067262/d487966dex103.htm)] [added: [10.2](https://www.sec.gov/Archives/edgar/data/860731/000086073122000024/a101employmentagreement-ma.htm)] | | | | | | [removed: [Employment] [added: [Amended] and [removed: Non-Competition Agreement] [added: Restated Executive Employment Agreement, effective as of May 12, 2022, by and] between Tyler Technologies, Inc. and John S. [removed: Marr Jr. effective February 26, 2018 (filed] [added: Marr, Jr.(filed] as Exhibit 10.1 to our Form 8-K dated [removed: March 9, 2018] [added: May 18, 2022] and incorporated by reference [removed: herein).](http://www.sec.gov/Archives/edgar/data/860731/000086073118000013/a101exhibit2018execemplagm.htm)] [added: herein).](https://www.sec.gov/Archives/edgar/data/860731/000086073122000024/a101employmentagreement-ma.htm)] | | |

| [removed: [10.3](http://www.sec.gov/Archives/edgar/data/860731/000119312513067262/d487966dex105.htm)] [added: [10.4](https://www.sec.gov/Archives/edgar/data/860731/000086073122000024/a103employmentagreement-mi.htm)] | | | | | | [removed: [Employment] [added: [Amended] and [removed: Non-Competition Agreement] [added: Restated Executive Employment Agreement, effective as of May 12, 2022, by and] between Tyler Technologies, Inc. and Brian K. Miller [removed: effective February 26, 2018] (filed as Exhibit 10.3 to our Form 8-K dated [removed: March 9, 2018] [added: May 18, 2022] and incorporated by reference [removed: herein).](http://www.sec.gov/Archives/edgar/data/860731/000086073118000013/a103exhibit2018execemplagm.htm)] [added: herein).](https://www.sec.gov/Archives/edgar/data/860731/000086073122000024/a103employmentagreement-mi.htm)] | | |

| [removed: [10.4](http://www.sec.gov/Archives/edgar/data/860731/000119312513067262/d487966dex106.htm)] [added: [1](https://www.sec.gov/Archives/edgar/data/860731/000086073122000024/a102employmentagreement-mo.htm)[0.3](https://www.sec.gov/Archives/edgar/data/860731/000086073122000024/a102employmentagreement-mo.htm)] | | | | | | [removed: [Employment] [added: [Amended] and [removed: Non-Competition Agreement] [added: Restated Executive Employment Agreement, effective as of May 12, 2022, by and] between Tyler Technologies, Inc. and H. Lynn Moore, [removed: Jr effective February 26, 2018] [added: Jr.] (filed as Exhibit 10.2 to our Form 8-K dated [removed: March 9, 2018] [added: May 18, 2022] and incorporated by reference [removed: herein).](http://www.sec.gov/Archives/edgar/data/860731/000086073118000013/a102exhibit2018execemplagm.htm)] [added: herein).](https://www.sec.gov/Archives/edgar/data/860731/000086073122000024/a102employmentagreement-mo.htm)] | | |

| [removed: [10.5](#ia2a49e1dcd8d427486d3a54d0502a122_1)] [added: [10.8](#iddf9da6170a9419a8a140727417a2987_1)] | | | | | | [Agreement and plan of merger by and among Tyler Technologies, Inc. TMP Subsidiary, Inc., MP Holding Parent, Inc. (filed as Exhibit 10.7 to our Form 10-K dated February 20, 2019 and incorporated by reference herein).](http://www.sec.gov/Archives/edgar/data/860731/000086073119000009/plan_ofxmergermicropactexh.htm) | | |

| [removed: [10.6](http://www.sec.gov/Archives/edgar/data/860731/000086073118000016/tylproxy2018.htm#sb3775a337bee452f876ac4e4a6e1c03e)] [added: [10.9](http://www.sec.gov/Archives/edgar/data/860731/000086073118000016/tylproxy2018.htm#sb3775a337bee452f876ac4e4a6e1c03e)] | | | | | | [Tyler Technologies, Inc. 2018 Stock Option Plan effective as of May 9, 2018 (filed as Appendix A to the registrant's Proxy Statement filed with the Commission on March 28, 2018 and incorporated by reference herein).](http://www.sec.gov/Archives/edgar/data/860731/000086073118000016/tylproxy2018.htm#sb3775a337bee452f876ac4e4a6e1c03e) | | |

| [removed: [*21.1](https://www.sec.gov/Archives/edgar/data/860731/000086073123000009/tyl12312022exhibit211.htm)] [added: [*21.1](https://www.sec.gov/Archives/edgar/data/860731/000086073124000006/tyl12312023exhibit211.htm)] | | | | | | [Subsidiaries of Tyler Technologies, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/860731/000086073123000009/tyl12312022exhibit211.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/860731/000086073124000006/tyl12312023exhibit211.htm)] | | |

| [removed: [*23](https://www.sec.gov/Archives/edgar/data/860731/000086073123000009/tyl12312022exhibit-23.htm)] [added: [*23](https://www.sec.gov/Archives/edgar/data/860731/000086073124000006/tyl12312023exhibit-23.htm)] | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/860731/000086073123000009/tyl12312022exhibit-23.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/860731/000086073124000006/tyl12312023exhibit-23.htm)] | | |

| [removed: [*31.1](https://www.sec.gov/Archives/edgar/data/860731/000086073123000009/tyl12312022exhibit311.htm)] [added: [*31.1](https://www.sec.gov/Archives/edgar/data/860731/000086073124000006/tyl12312023exhibit311.htm)] | | | | | | [Rule 13a-14(a) Certification by Principal Executive Officer.(a) Certification by Principal Executive [removed: Officer.](https://www.sec.gov/Archives/edgar/data/860731/000086073123000009/tyl12312022exhibit311.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/860731/000086073124000006/tyl12312023exhibit311.htm)] | | |

| [removed: [*31.2](https://www.sec.gov/Archives/edgar/data/860731/000086073123000009/tyl12312022exhibit312.htm)] [added: [*31.2](https://www.sec.gov/Archives/edgar/data/860731/000086073124000006/tyl12312023exhibit312.htm)] | | | | | | [Rule 13a-14(a) Certification by Principal Financial [removed: Officer.](https://www.sec.gov/Archives/edgar/data/860731/000086073123000009/tyl12312022exhibit312.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/860731/000086073124000006/tyl12312023exhibit312.htm)] | | |

| [removed: [*32.1](https://www.sec.gov/Archives/edgar/data/860731/000086073123000009/tyl12312022exhibit321.htm)] [added: [*32.1](https://www.sec.gov/Archives/edgar/data/860731/000086073124000006/tyl12312023exhibit321.htm)] | | | | | | [Section 1350 Certification of Principal Executive Officer and Principal Financial [removed: Officer.](https://www.sec.gov/Archives/edgar/data/860731/000086073123000009/tyl12312022exhibit321.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/860731/000086073124000006/tyl12312023exhibit321.htm)] | | |

| [10.5](https://www.sec.gov/Archives/edgar/data/860731/000086073122000024/a104employmentagreement-pu.htm) | | | | | | [Executive Employment Agreement, effective as of May 12, 2022, by and between Tyler Technologies, Inc. and Jeffrey D. Puckett (filed as Exhibit 10.4 to our Form 8-K dated May 18, 2022 and incorporated by reference herein).](https://www.sec.gov/Archives/edgar/data/860731/000086073122000024/a104employmentagreement-pu.htm) | | |

| [10.6](https://www.sec.gov/Archives/edgar/data/860731/000086073123000012/a991tylcode-ofxbusinessx.htm) | | | | | | [Code of Business Conduct and Ethics of Tyler Technologies, Inc. dated October 30, 2020 (filed as Exhibit 99.1 to our form 8-K dated March 31, 2023, and incorporated by reference herein).](https://www.sec.gov/Archives/edgar/data/860731/000086073123000012/a991tylcode-ofxbusinessx.htm) | | |

| [10.7](https://www.sec.gov/Archives/edgar/data/860731/000086073123000028/tyl6302023exhibit101.htm) | | | | | | [Revised Insider Trading Policy of Tyler Technologies, Inc., dated July 20, 2023,(filed as exhibit 10.1 to our Form 10-Q dated July 26, 2023, and incorporated by reference herein).](https://www.sec.gov/Archives/edgar/data/860731/000086073123000028/tyl6302023exhibit101.htm) | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | TYLER TECHNOLOGIES, INC. | | | | | | | | |

| Date: February 22, 2023 | | | | | | By: | | | | | | /s/ H. Lynn Moore, Jr. | | |

| | | | | | | | | | | | | H. Lynn Moore, Jr. | | |

| | | | | | | | | | | | | President and Chief Executive Officer | | |

| | | | | | | | | | | | | (principal executive officer) | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, the following persons on behalf of the registrant and in the capacities and on the dates indicated have signed this report below.

| Date: February 22, 2023 | | | | | | By: | | | | | | /s/ John S. Marr, Jr. | | |

| | | | | | | | | | | | | John S. Marr, Jr. | | |

| | | | | | | | | | | | | Executive Chairman of the Board | | |

| | | | | | | | | | | | | Director | | |

| Date: February 22, 2023 | | | | | | By: | | | | | | /s/ Brian K. Miller | | |

| | | | | | | | | | | | | Brian K. Miller | | |

| | | | | | | | | | | | | Executive Vice President and Chief Financial Officer | | |

| | | | | | | | | | | | | (principal financial officer) | | |

| Date: February 22, 2023 | | | | | | By: | | | | | | /s/ Jason P. Durham | | |

| | | | | | | | | | | | | Jason P. Durham | | |

| | | | | | | | | | | | | Chief Accounting Officer | | |

| | | | | | | | | | | | | (principal accounting officer) | | |

| Date: February 22, 2023 | | | | | | By: | | | | | | /s/ Glenn A. Carter | | |

| | | | | | | | | | | | | Glenn A. Carter | | |

| Date: February 22, 2023 | | | | | | By: | | | | | | /s/ Brenda A. Cline | | |

| | | | | | | | | | | | | Brenda A. Cline | | |

| Date: February 22, 2023 | | | | | | By: | | | | | | /s/ Ronnie D. Hawkins, Jr. | | |

| | | | | | | | | | | | | Ronnie D. Hawkins, Jr. | | |

| Date: February 22, 2023 | | | | | | By: | | | | | | /s/ Mary Landrieu | | |

| | | | | | | | | | | | | Mary Landrieu | | |

| Date: February 22, 2023 | | | | | | By: | | | | | | /s/ Daniel M. Pope | | |

| | | | | | | | | | | | | Daniel M. Pope | | |

| Date: February 22, 2023 | | | | | | By: | | | | | | /s/ Dustin R. Womble | | |

| | | | | | | | | | | | | Dustin R. Womble | | |

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Tyler Technologies, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Tyler Technologies, Inc. (the Company) as of December 31, 2022 and 2021, the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes (collectively referred to as the “consolidated financial statements”).

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | TYLER TECHNOLOGIES, INC. | | | | | | | | |

| Date: February 21, 2024 | | | | | | By: | | | | | | /s/ H. Lynn Moore, Jr. | | |

| | | | | | | | | | | | | H. Lynn Moore, Jr. | | |

| | | | | | | | | | | | | President and Chief Executive Officer | | |

| | | | | | | | | | | | | (principal executive officer) | | |

POWER OF ATTORNEY

Know all persons by these presents, that each person whose signature appears below constitutes and appoints H.

Lynn Moore, Jr. and Brian K.

Miller, and each of them, as his attorney-in-fact, with the power of substitution, for him in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 21, 2024.

Pursuant to the requirements of the Securities Exchange Act of 1934, the following persons on behalf of the registrant and in the capacities and on the dates indicated have signed this report below.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Date: February 21, 2024 | | | | | | By: | | | | | | /s/ John S. Marr, Jr. | | |

| | | | | | | | | | | | | John S. Marr, Jr. | | |

| | | | | | | | | | | | | Executive Chairman of the Board | | |

| | | | | | | | | | | | | Director | | |

| | | | | | | | | | | | | | | |

| Date: February 21, 2024 | | | | | | By: | | | | | | /s/ H. Lynn Moore, Jr. | | |

| | | | | | | | | | | | | H. Lynn Moore, Jr. | | |

| | | | | | | | | | | | | President and Chief Executive Officer | | |

| | | | | | | | | | | | | (principal executive officer) | | |

| | | | | | | | | | | | | | | |

| Date: February 21, 2024 | | | | | | By: | | | | | | /s/ Brian K. Miller | | |

| | | | | | | | | | | | | Brian K. Miller | | |

| | | | | | | | | | | | | Executive Vice President and Chief Financial Officer | | |

| | | | | | | | | | | | | (principal financial officer) | | |

| | | | | | | | | | | | | | | |

| Date: February 21, 2024 | | | | | | By: | | | | | | /s/ Jason P. Durham | | |

| | | | | | | | | | | | | Jason P. Durham | | |

| | | | | | | | | | | | | Chief Accounting Officer | | |

| | | | | | | | | | | | | (principal accounting officer) | | |

| | | | | | | | | | | | | | | |

| Date: February 21, 2024 | | | | | | By: | | | | | | /s/ Glenn A. Carter | | |

| | | | | | | | | | | | | Glenn A. Carter | | |