Tyler Technologies (TYL) 10-K risk factor changes: FY2025 vs FY2024

[removed: *Cyber-attacks] [added: *Cyber-attacks, the use of artificial intelligence] and security vulnerabilities can disrupt our business and harm our competitive position.*

[removed: Individuals and] [added: Individuals,] groups of hackers, and sophisticated [removed: organizations] [added: organizations,] including state-sponsored organizations, may take steps that pose threats to our clients and our IT.

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

Despite [removed: the] [added: our] network and application security, threat intelligence services, internal control measures, and physical security procedures we employ to safeguard our systems, we may still be vulnerable to a security breach, intrusion, or loss or theft of confidential client data, transaction data, or proprietary company information, which may harm our business, reputation and future financial results.

The lost [removed: revenue and] [added: revenue,] containment, remediation, investigation, legal and other costs could be significant and may exceed our insurance policy limits or may not be covered by insurance at all.

Further, we may be subject to regulatory enforcement actions and litigation that could result in financial [removed: judgments or] [added: judgments,] the payment of settlement amounts [removed: and] [added: and/or] disputes with insurance carriers concerning coverage.

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

To satisfy our obligations under client contracts, we often engage third parties to provide certain deliverables or fulfill certain [added: software or services] requirements.

We may also use third parties to ensure that our services and solutions integrate with the software, systems, or infrastructure requirements of other vendors and service [removed: providers.][added: providers used by us internally or by our clients.]

Our ability to [added: operate our internal systems and/or to] serve our clients and deliver our solutions in a timely manner depends on our ability to retain and maintain [removed: relationships] [added: relationships, including contractual arrangements,] with third-party vendors and service providers and the ability of these third parties to meet their obligations in a timely manner, as well as on our effective oversight of their performance.

Third-party performance deficiencies could result in breaches of our obligations [removed: with respect to,] [added: under,] or [removed: the termination] [added: terminations] for [removed: default] [added: defaults] of, one or more of our client contracts.

If we are unsuccessful in establishing or maintaining our relationships with these third parties, our ability to compete in the marketplace or to grow our revenues could be [removed: impaired] [added: impaired,] and our business, operating results or financial condition could be adversely affected.

Upon a termination of the prime contract, our subcontract would similarly terminate, and the resulting contract loss could have an adverse effect on our business prospects, results of operations, cash [removed: flows,] [added: flows] and financial condition and our ability to compete for future contracts and orders.

*We rely on third-party providers—including Amazon Web [removed: Services—for] [added: Services (AWS)—for] hosting services and other technology-related services needed to deliver certain of our cloud [removed: solutions.][added: solutions and other functionality.]

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

Third-party hosting service providers [added: and other third-party vendors] have no obligation to renew their agreements with us on commercially reasonable terms or at all.

If we are unable to renew these agreements on commercially reasonable terms, we may be required to transition to a new provider and we may incur significant costs and possible service interruption [added: or functional degradation] in connection with doing so.

Because we cannot easily switch third-party hosting service providers, [added: and in certain instances other third-party vendor arrangements,] any disruption with respect to our current providers would impact our operations and our business could be adversely impacted.

Problems faced by our [removed: hosting service] [added: third-party] providers could adversely affect the experience of our clients.

As we continue to migrate legacy solutions deployed on premises to the cloud, and to optimize our solutions for the cloud, we may be exposed to additional cybersecurity [added: and artificial intelligence] threats.

[removed: Part] [added: Significant 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 documents and electronic payment processing.

If this infrastructure fails to be sufficiently developed or be adequately maintained, our business would be harmed because users may not be able to access our [removed: government portals.][added: solutions.]

Our [removed: license] agreements typically contain provisions designed to limit our exposure to potential liability.

*We must timely [removed: respond] [added: adapt] to [added: and implement] technological changes to be [added: remain] competitive.*

The market for our products is characterized by [added: rapid] technological change, evolving industry [removed: standards in software technology, changes in] [added: standards, ever-changing] client requirements, and frequent new product introductions and enhancements.

[removed: The introduction of products embodying new] [added: New products,] technologies and [removed: the emergence of new] industry standards can render [added: our] existing products obsolete and unmarketable.

We cannot [removed: assure you] [added: make assurances] that we will successfully identify new product opportunities and develop and bring new products to market in a timely and cost-effective manner.

The products, capabilities, or technologies developed by others could also render our products or technologies [removed: obsolete] [added: outdated] or noncompetitive.

Our business may be adversely affected if we are unable to develop or acquire new software products or develop enhancements to existing products on a timely and cost-effective basis, or if such new products or enhancements [removed: do] [added: are] not [removed: achieve market acceptance.][added: adopted and purchased by the market.]

As we assess the challenges and opportunities of incorporating AI technologies into our products and services, we may [removed: not successfully] [added: fail to] enhance our offerings in alignment with market [removed: demands] [added: demands, timing] or industry expectations at a pace that matches our competitors.

Delays in [added: our] adoption or innovation could render our offerings less competitive or obsolete.

[removed: AI technology is rapidly evolving, and while] [added: While] we are prioritizing a measured approach based on known best practices, the investments required, the need for specialized skills and expertise, and the shifting legal and regulatory landscape may expose us to operational, financial, and reputational risks.

We rely on a combination of [removed: contracts,] [added: contract rights,] copyrights, and trade secret laws to establish and protect our proprietary rights in our technology.

We cannot [removed: assure you] [added: provide assurance] that third parties will not assert infringement or misappropriation claims against us with respect to current or future products.

Any claims or litigation, with or without merit, could be time-consuming, costly, and [removed: a diversion to] [added: divert the time and attention of] management.

We provide annually recurring maintenance contracts for clients who are deployed [removed: on-premises,] [added: on-premises] and recurring [removed: Software] [added: software] as a [removed: Service] [added: service] contracts for clients who are deployed in the cloud.

It is possible that our clients may elect to not renew recurring 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 software as a service [removed: basis),] [added: basis)] or migrating to a different cloud solution.

Additionally, [removed: they] [added: clients] may inadvertently allow our intellectual property or other information to fall into the hands of third parties, including our competitors, which could adversely affect our business.

- [removed: Contract payments at times] [added: Payment terms that] are subject to achieving implementation milestones, [added: which have in the past] and [removed: we] may [removed: have] [added: in the future create] differences [added: in opinion] with clients as to whether milestones have been achieved

- Various other political factors, including changes in governmental administrations and personnel [added: or budget initiatives]

These disclosures reflect the Company’s beliefs and opinions as to factors that could materially and adversely affect the Company and its securities in the future.

References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future.

Some of our hosting operations have in the past, and may in the future, become unavailable or inoperable for an extended period, harming our ability to fulfill our contractual commitments.

AI technology is rapidly evolving.

There has also been a recent change in the legal standards and regulations that courts and the U.S. patent office may apply in favorably evaluating software patent rights (see the United States Patent and Trademark Office Memorandum dated December 5, 2025 to the Patent Examining Corp from Charles Kim, Deputy Commissioner for Patents regarding the advance notice of change to the Manual of Patent Examining Procedure in light of Ex Parte Desjardins, Appeal No. 2024-000567 (PTAB September 26, 2025, Appeals Review Panel Decision)).

- Announcements of technological innovations, new products, or new contracts by us or our competitors, including uncertainties surrounding new and evolving artificial intelligence tools that could be perceived automate functions that may reduce the demand for certain products and services

- Changes in interest rates and Federal Reserve monetary policy

Any of the following factors could materially harm our business, operating results, and financial condition.

If any of our data centers were to become inoperable for an extended period, we might be unable to fulfill our contractual commitments.

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

We may see some more immediate impact on our business should there be new delays in government procurement processes and uncertainty around public sector budgets, or new delays in implementations caused by travel restrictions, closed offices, or clients shifting focus to more pressing issues.

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

While we have the ability to deliver most of our professional services remotely, some of our professional services, including appraisal assessments, are more effective when performed on-site, and certain clients may continue to insist on on-site services in any event.

In addition, our delivery of some professional services requires the availability of client personnel.

There may be a negative impact on our revenues if we are unable to deliver these services.

Also, we expect software licenses and subscriptions revenues to be negatively affected if there are delays in procurement processes.

Some clients could request changes to payment terms, negatively impacting the timing of collections of accounts receivables in future periods.

We have historically evaluated goodwill for impairment annually as of October 1, or more frequently if impairment indicators arose.

Subsequent to our annual goodwill impairment analysis, we monitor for any events or changes in circumstances, such as significant adverse changes in business climate or operating results, changes in management’s business strategy, an inability to successfully introduce new products in the marketplace, an inability to successfully achieve internal forecasts or significant declines in our stock price, which may represent an indicator of impairment.

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

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

*The conditional conversion feature of the Convertible Senior Notes, if triggered, may adversely affect our financial condition and results of operations.*

In the event the conditional conversion feature of the notes is triggered, holders of our Convertible Senior Notes will be entitled to convert the Convertible Senior Notes at any time during specified periods at their option.

If one or more holders elect to convert their Convertible Senior Notes, unless we elect to satisfy our conversion obligation by delivering solely shares of our common stock (other than paying cash in lieu of delivering any fractional share), we would be required to settle a portion or all of our conversion obligation through the payment of cash, which could adversely affect our liquidity.

In addition, even if holders do not elect to convert their Convertible Senior Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.

*Transactions relating to our Convertible Senior Notes may affect the value of our common stock.*

Our Convertible Senior Notes may become convertible in the future at the option of their holders under certain circumstances.

- We may have to defer revenues under our revenue recognition policies and GAAP

- Announcements of technological innovations, new products, or new contracts by us or our competitors

- Changes in interest rates

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

For a comparison of our Results of Operations for the years ended December 31, [removed: 2023,] [added: 2024,] and [removed: 2022,] [added: 2023,] and our Cash Flow discussion for the year ended December [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] as filed with the SEC on February [removed: 21, 2024.][added: 19, 2025.]

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) changes in the budgets or regulatory environments of our clients, [removed: primarily local and] [added: including local,] state [removed: governments,] [added: and federal government agencies,] that could negatively impact information technology spending; (2) disruption to our business and harm to our competitive position resulting from cyber-attacks, [added: evolving use of artificial intelligence (“AI”),] security vulnerabilities and software [removed: updates;] [added: updates, or changes in our ability to access third-party software and services;] (3) our ability to protect client information from security breaches [added: or misuse through AI] and [added: to] provide uninterrupted operations of data centers; (4) our ability to achieve growth or operational synergies through the integration of acquired businesses, while avoiding unanticipated costs and disruptions to existing operations; (5) material portions of our business require the Internet infrastructure to be adequately maintained; (6) our ability to [added: actively monitor developments in AI regulation and ethical standards as we expect that future changes in the regulatory landscape may affect our product development timelines, compliance costs, and market opportunities related to AI; (7) 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: (7)] [added: (8)] general economic, political and market conditions, including [removed: continued] inflation and [removed: rising] [added: changes in] interest rates; [removed: (8)] [added: (9)] technological and market risks associated with the development of new [added: technologies,] products or services or of new versions of existing or acquired products or services; [removed: (9)] [added: (10)] 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: (10)] [added: (11)] the ability to attract and retain qualified personnel and dealing with rising labor costs, the loss or retirement of key members of management or other key personnel; and [removed: (11)] [added: (12)] costs of compliance and any failure to comply with government and stock exchange regulations.

We develop and market a broad line of software products and services to address the [removed: IT] [added: information technology (“IT”)] needs of public sector entities.

Our reportable segments are organized on the basis of a combination of the products and services they deliver to clients and the function [added: that] the public sector client performs.

[removed: Business units] [added: Operating segments] that have met the aggregation criteria have been combined into our two reportable segments.

The [removed: CODM] [added: Chief Operating Decision Maker (“CODM”)] uses segment [added: operating] income or loss [removed: from operations before income taxes, not including gains] [added: to assess performance] and [removed: losses on investments,] to allocate resources (including employees, property, and financial or capital resources) for each [removed: segment] [added: segment,] predominantly in the annual budget and forecasting process.

During the fiscal periods presented, we had no significant [removed: transaction] [added: transactions] between reportable segments.

Corporate [removed: segment operating loss primarily consists] [added: unallocated amounts are comprised] of [added: non-cash amortization of intangible assets associated with acquisitions, depreciation associated with unallocated property and equipment assets,] compensation costs for the executive management [removed: team,] [added: team and] certain shared services staff, and share-based compensation expense for the entire company.

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

We did not complete any acquisitions during the twelve months ended December 31, [removed: 2024,.][added: 2024.]

The actual operating results of [removed: CSI] [added: Edulink,CG, EN,] and [removed: ResourceX] [added: MyGov, from their respective dates of acquisition,] are included in the operating results of the ES [removed: segment from their respective dates of acquisition.][added: segment.]

[removed: *2024] [added: *2025] Operating Results*

For the twelve months ended December 31, [removed: 2024, total revenues] [added: 2025, SaaS fees] increased [removed: 9.5%] compared to the prior period.

Subscriptions revenue grew [removed: 15.8%] [added: 18.1%] for the twelve months ended December 31, [removed: 2024,] [added: 2025,] primarily due to an ongoing shift toward SaaS arrangements for both new and existing clients, along with growth in certain transaction-based revenues.

Subscriptions and maintenance are considered recurring revenue sources and comprised approximately [removed: 84%] [added: 87%] of our revenues in [removed: 2024.][added: 2025.]

During [removed: 2024,] [added: 2025,] based on our number of clients, attrition was approximately 2%.

Annualized Recurring [removed: Revenue] [added: Revenues] (“ARR”) - Subscriptions and maintenance are considered recurring revenue sources.

ARR is a metric widely used by companies in the technology sector and by investors, which we believe offers insight [removed: to] [added: into] the stability of our maintenance and subscription revenues to be recognized within the year.

[removed: Subscriptions] [added: Subscription] revenues primarily consist of revenues derived from our SaaS arrangements and transaction-based fees.

ARR was [removed: $1.86] [added: $2.06] billion and [removed: $1.61] [added: $1.86] billion [removed: as of] [added: for the periods ending] December 31, [removed: 2024,] [added: 2025,] and [removed: 2023,] [added: 2024,] respectively.

ARR increased approximately [removed: 15%] [added: 11%] compared to the prior period primarily due to an increase in subscriptions revenue resulting from an ongoing shift toward SaaS arrangements for both new and existing clients and expansion in transaction-based [removed: fees.][added: fee arrangements.]

Cost of Revenues and Gross Margins – Our primary cost components are hosting [removed: costs] [added: costs, merchant fees,] and personnel expenses in connection with providing software implementation, subscription-based services and maintenance and support to our clients.

As of December 31, [removed: 2024,] [added: 2025,] our total employee count included in cost of revenues [removed: increased] [added: declined] to [removed: 5,250] [added: 5,073] from [removed: 5,129] [added: 5,250] at December 31, [removed: 2023.][added: 2024.]

Other [removed: administrative] [added: S&M] expenses tend to grow at a slower rate than revenues.

Research and development (“R&D”) [removed: expense] [added: Expense] – These costs include compensation costs [added: and share-based compensation expense] for engineering and product management personnel, third-party contractor expenses, software development tools and other expenses related to researching and developing new solutions or upgrading and enhancing existing solutions that do not qualify for capitalization, and allocated depreciation, facilities and IT support costs.

As of December 31, [removed: 2024,] [added: 2025,] our total employee count included in R&D expense increased to [removed: 870] [added: 1,368] from [removed: 830] [added: 870] at December 31, [removed: 2023][added: 2024.]

ARR was [removed: $1.86] [added: $2.06] billion and [removed: $1.61] [added: $1.86] billion [removed: as of] [added: for the periods ending] December 31, [removed: 2024,] [added: 2025,] and [removed: 2023,] [added: 2024,] respectively, an increase of approximately [removed: 15%] [added: 11%] compared to the prior period.

CRITICAL ACCOUNTING [removed: POLICIES AND] ESTIMATES

[added: *Revenue Recognition.*] Our software arrangements with clients contain multiple performance obligations that [removed: range from] [added: include] software [removed: licenses,] [added: license deliveries,] installation, training, consulting, software modification and customization to meet specific client needs; hosting; and [removed: PCS.][added: post-contract client support (“PCS”).]

[removed: We] [added: For these contracts, we] evaluate whether separate performance obligations can be distinct or should be accounted for as one performance obligation.

The determination of fair value requires the use of significant estimates and assumptions, and in making these determinations, [removed: management uses] [added: we use] all available information.

For tangible and identifiable intangible assets acquired in a business combination, management estimates the fair value of assets [removed: acquired] [added: acquired, along with their useful lives,] and liabilities assumed based on [added: factors including] quoted market prices, the carrying value of the acquired assets and widely accepted valuation techniques, including discounted cash flows and market multiple analyses.

All intangible assets (other than goodwill) are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be [removed: recoverable.][added: recoverable, measured by comparison of the carrying amount to estimated undiscounted future cash flows.]

Any adverse change in these factors [added: or changes in estimates] could have a significant impact on the recoverability of goodwill or other intangible assets.

[removed: *Recent adoption of new accounting pronouncements*][added: RECENT ADOPTION OF NEW ACCOUNTING PRONOUNCEMENTS]

The [removed: guidance] [added: standard] is effective for [removed: fiscal years] [added: annual periods] beginning after December 15, [removed: 2023,] [added: 2027,] and interim periods within [removed: fiscal years beginning after December 15, 2024,] [added: those annual reporting periods,] with early adoption permitted.

See Note 2, “Segment and Related Information,” [added: in the notes to the financial statements] for [removed: further discussion.][added: additional information.]

[removed: This guidance] [added: The Company] is [removed: not expected to have a material] [added: currently evaluating the] impact [added: of this guidance] on the Company’s financial statements.

The following discussion compares the historical results of operations on a basis consistent with GAAP for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023:][added: 2024:]

The accounting policies of the reportable segments are the same as those described in Note 1, “Summary of Significant Accounting Policies

On December 2, 2025, we acquired Edu.Link, Inc. (“Edulink”).

Edulink is a SaaS company focused on educator evaluation, performance management, professional development, and compliance tracking geared specifically to the unique needs of K-12 schools.

The total cash purchase price, net of cash acquired of $716,000, was approximately $37.3 million, subject to certain post-closing adjustments, including holdbacks of $2.5 million.

On November 19, 2025, we acquired CloudGavel, LLC (“CG”).

CG is a SaaS company specializing in cloud electronic warrant solutions that allows for real time interaction for judges and law enforcement personnel.

The total cash purchase price, net of cash acquired of $147,000, was approximately $16.6 million, subject to certain post-closing adjustments, including holdbacks of $2.9 million.

On July 28, 2025, we acquired Emergency Networking, Inc. (“EN”).

EN is a SaaS company specializing in cloud-native software for fire departments and emergency medical services agencies.

The total cash purchase price, net of cash acquired of $497,000, was approximately $19.4 million, subject to certain post-closing adjustments, including holdbacks of $2.5 million.

On January 31, 2025, we acquired MyGov, LLC (“MyGov”), a provider of SaaS platform solutions for community development.

The total cash purchase price, net of cash acquired of $215,000, was approximately $18.2 million.

For the twelve months ended December 31, 2025, total revenues increased 9.1% compared to the prior period, primarily due to an increase in subscription revenue.

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

The discussion below supplements Note 1, “Summary of Significant Accounting Policies,” within the notes to the consolidated financial statements.

Qualitative factors include general economic conditions, market conditions, actual or expected financial performance, a sustained decrease in share price or other changes in the reporting units that are judgmentally weighted.

Quantitative factors may include estimates of future revenues, operating costs, and capital costs, growth rates, and discount rates reflecting the judgmental assessment of risk in those assumptions.

In July 2025, the FASB issued ASU 2025-05 - *Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets.* This guidance provides a practical expedient available to all entities to simplify the estimation of the expected credit losses for current accounts receivables and current contract assets arising from revenue contracts under ASC 606.

As of December 31, 2025, we adopted this standard.

Due to most of our clients being domestic governmental entities, we rarely incur a credit loss resulting from the inability of a client to make required payment; as such, this standard did not have a material impact on the Company’s financial statements.

It is effective for annual reporting periods beginning after December 15, 2025, and interim periods within those annual reporting periods, with early adoption permitted.

As of January 1, 2025, we early adopted this standard, which did not have a material impact on the Company’s financial statements.

As of December 31, 2025, we adopted this standard and it has been applied prospectively.

The Company’s income tax disclosures have been updated to comply with the new requirements, including enhanced disaggregation in the rate reconciliation and additional information regarding income taxes paid by jurisdiction.

See Note 13, “Income Tax,” for further discussion.

RECENTLY PRONOUNCED ACCOUNTING STANDARDS

In September 2025, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2025-06 - *Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software.* This update removes the prescriptive software development “project stages” and requires capitalization of software costs once (1) management authorizes and commits funding and (2) completion and use are probable.

Entities must evaluate significant development uncertainty related to technological innovations or performance requirements.

The amendments also require Subtopic 360-10 disclosures for all capitalized internal-use software costs and clarify that intangible asset disclosures under Subtopic 350-30 are not required.

| | | | 2025 | | | | | | 2024 | | | | | | | | |

*Subscriptions*

| | | | 2025 | | | | | | 2024 | | | | | | $ | | | | | | % | | |

| ES | | | $ | 1,009,431 | | | | | $ | 794,475 | | | | | $ | 214,956 | | | | | 27 | | % |

| PT | | | 576,772 | | | | | | 548,456 | | | | | | 28,316 | | | | | | 5 | | % |

| Total subscriptions revenue | | | $ | 1,586,203 | | | | | $ | 1,342,931 | | | | | $ | 243,272 | | | | | 18 | | % |

| | | | 2025 | | | | | | 2024 | | | | | | $ | | | | | | % | | |

| ES | | | $ | 691,288 | | | | | $ | 559,842 | | | | | $ | 131,446 | | | | | 23 | | % |

| PT | | | 86,481 | | | | | | 84,937 | | | | | | 1,544 | | | | | | 2 | | % |

| Total SaaS fees revenue | | | $ | 777,769 | | | | | $ | 644,779 | | | | | $ | 132,990 | | | | | 21 | | % |

| | | | 2025 | | | | | | 2024 | | | | | | $ | | | | | | % | | |

The primary financial measures used by the CODM for assessing performance and allocating resources are segment income or loss from operations.

Segment gross profit for our operating segments units is defined as gross profit before non-cash amortization of acquired software associated with acquisitions.

Segment operating income for our reportable segments is defined as income before non-cash amortization of intangible assets associated with their acquisitions, interest expense, and income taxes.

Certain presentation items from previous years have been adjusted to conform with current year presentation.

*2023*

On October 31, 2023, we acquired Resource Exploration, Inc. (“ResourceX”), a leading provider of budgeting software to the public sector, and 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 operating results of ARInspect are included in the operating results of the PT segment since the date of acquisition.

Revenues from recent acquisitions contributed $10.4 million or 0.5%, to the total revenue increase.

The Notes to the Financial Statements included as part of this Annual Report describe our significant accounting policies used in the preparation of the financial statements.

Significant items subject to such estimates and assumptions include the recoverability of goodwill and other intangible assets and estimated useful lives of intangible assets, the application of the progress toward completion methods of revenue recognition, estimation for revenue recognition and multiple performance obligation arrangements.

*Revenue Recognition.* We earn the majority of our revenues from subscription-based services and post-contract client support (“PCS” or “maintenance”).

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

For these contracts, we account for individual performance obligations separately when they are distinct.

The transaction price is allocated to the distinct performance obligations on a relative standalone selling price (“SSP”) basis.

For arrangements that involve significant production, modification or customization of the software, or where professional services otherwise cannot be considered distinct, we recognize revenue as control is transferred to the client over time using progress-to-completion methods.

Depending on the contract, we measure progress-to-completion primarily using labor hours incurred.

Amounts recognized in revenue are calculated using the progress-to-completion measurement after giving effect to any changes in our cost estimates.

Changes to total estimated contract costs, if any, are recorded in the period they are determined.

Estimated losses on uncompleted contracts are recorded in the period in which we first determine that a loss is apparent.

Due to the specialized nature of these calculations, we engage third-party specialists to assist management in evaluating our assumptions as well as appropriately measuring the fair value of assets acquired and liabilities assumed.

If the conclusion of an impairment assessment is that it is more likely than not that the fair value of the reporting unit is more than its carrying value, goodwill is not considered impaired, and we are not required to perform the quantitative goodwill impairment test.

If the conclusion of an impairment assessment is that it is more likely than not that the fair value is less than its carrying value, we perform the quantitative goodwill impairment test, which compares the fair value of the reporting unit to its carrying value.

Impairments, if any, are based on the excess of the carrying amount over the fair value.

There have been no impairments to goodwill in any of the periods presented.

See Note 8, “Goodwill and Other Intangible Assets,” for additional information.

Recoverability of other intangible assets is measured by comparison of the carrying amount to estimated undiscounted future cash flows.

The assessment of recoverability or of the estimated useful life for amortization purposes will be affected if the timing or the amount of estimated future operating cash flows is not achieved.

During 2024, we did not identify any triggering events that would indicate that the carrying amount of our intangible assets may not be recoverable.

In November 2023, the Financial Accounting Standards Board (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.

As of December 31, 2024, we adopted the new standard which has been applied retrospectively by the Company.

*New accounting pronouncements*

In January 2025, the FASB issued ASU 2025-01 - *Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date.* This update clarifies that all public business entities must adopt the guidance in ASU 2024-03 for annual reporting periods beginning after December 15, 2026, and for interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted.

*Subscriptions.*

| | | | 2024 | | | | | | 2023 | | | | | | $ | | | | | | % | | |

| ES | | | $ | 794,475 | | | | | $ | 634,262 | | | | | $ | 160,213 | | | | | 25 | | % |

| PT | | | 548,456 | | | | | | 525,250 | | | | | | 23,206 | | | | | | 4 | | % |

| Total subscriptions revenue | | | $ | 1,342,931 | | | | | $ | 1,159,512 | | | | | $ | 183,419 | | | | | 16 | | % |

| ES | | | $ | 559,842 | | | | | $ | 459,544 | | | | | $ | 100,298 | | | | | 22 | | % |

| PT | | | 84,937 | | | | | | 68,433 | | | | | | 16,504 | | | | | | 24 | | % |

As of December 31, [removed: 2024,] [added: 2025,] we had no outstanding borrowings under our 2024 Credit Agreement and available borrowing capacity under the 2024 Credit Agreement was $700.0 million.

We maintain deep, long-term relationships with state and local government agencies, including dedicated state-level offices in the [removed: 29] [added: 30] states in which we have enterprise contracts.

- Payments: The leading [added: integrated payments] platform for [added: Tyler’s] public sector [removed: payments that processes] [added: clients, processing] nearly half a billion transactions annually and covers the entire payments [removed: life cycle,] [added: lifecycle,] including [added: integrated credit, debit and ACH processing,] billing, [added: invoice] presentment, merchant onboarding, [added: support,] collections, reconciliation, and disbursements.

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

Subscriptions revenue consists of revenues derived from our [removed: SaaS] [added: Software as a Service (“SaaS”)] arrangements and transaction-based fees.

Similar maintenance and support services are provided to our SaaS clients and are included in their subscription fees, which are classified as [removed: subscription-based] [added: subscription] revenue.

Our other sources of revenue include software licenses and royalties and [removed: computer] hardware equipment, which [removed: represent 3%] [added: represented 2.5%] and [removed: 4%] [added: 3.2%] of total revenues for the twelve months ended December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

We have a large recurring revenue base from subscription-based services and maintenance and support, which generated revenues of [removed: $1.8] [added: $2.0] billion, or [removed: 84%] [added: 87%] of total revenues, in [removed: 2024.][added: 2025.]

Subscription-based revenues have been our fastest growing revenue category over the past five years, increasing from [removed: $350.6] [added: $784.4] million in [removed: 2020] [added: 2021] to [removed: $1.3] [added: $1.6] billion in [removed: 2024.][added: 2025.]

ARR was [removed: $1.86] [added: $2.06] billion and [removed: $1.61] [added: $1.86] billion as of December 31, [removed: 2024,] [added: 2025,] and [removed: 2023,] [added: 2024,] respectively.

ARR increased approximately [removed: 15%] [added: 11%] compared to the prior period primarily due to an increase in subscriptions revenue resulting from an ongoing shift toward SaaS [removed: arrangements.][added: arrangements and expansion with existing clients.]

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

As of December 31, [removed: 2024,] [added: 2025,] we had approximately [removed: 7,400] [added: 7,800] team members.

Approximately [removed: 94%] [added: 93%] of our team members work in one of our [removed: 54] [added: 63] U.S. offices or remotely in the U.S. Approximately [removed: 450] [added: 650] of our team members are in Canada, the Philippines, or India.

Race and gender reporting [removed: are] [added: is] based on information provided by team members.

As of December 31, [removed: 2024,] [added: 2025,] approximately [removed: 55%] [added: 51%] of team members work remotely and [removed: 45%] [added: 49%] of team members are either partially or fully office-based.

Voluntary workforce turnover (rolling 12-month attrition) was [added: 7% and] 8% as of December 31, [removed: 2024] [added: 2025] and [removed: 2023, which was similar to pre COVID levels of turnover at Tyler that] [added: 2024, respectively, and] consistently [removed: outperform] [added: outperforms] industry levels.

The average tenure of our team members [removed: continues to be] [added: is] approximately eight years, and approximately 30% of [removed: our] employees have been employed by Tyler for more than ten years.

The most frequent factor cited by team members leaving Tyler in [removed: 2024] [added: 2025] was career opportunities.

While [removed: 27%] [added: 29%] of positions filled in [removed: 2024] [added: 2025] were filled by existing Tyler team members, we continue to invest in talent development and [removed: making] career opportunities [removed: clear to] [added: for] team members, as discussed in further detail below.

Our talent assessment and development programs are designed to provide managers and individual contributors with the resources [removed: needed] to achieve career goals, strengthen management [added: and business] skills and effectively lead their teams.

For example, in [removed: 2024:][added: 2025:]

- Division presidents and corporate function executives conducted annual leadership assessment and talent reviews with their [removed: HR] [added: human resources’] leaders and leadership teams to identify development priorities within their teams.

- Nearly [removed: 250] [added: 300] Tyler managers participated in our nine-month Tyler Manager Development program which includes more than 50 hours of interactive, experiential learning focused on developing skills managers need to lead [removed: a] high performing [removed: team.][added: teams.]

- Tyler team members completed over [removed: 25,000] [added: 31,000] hours of Tyler-sponsored leadership training, professional development, and compliance training to support continuous learning and career development.

Support is provided through an omni-channel approach including phone, knowledge base and client support portal experiences.

- Tyler launched a new process for onboarding new leaders to ensure integration into Tyler’s way of leading and to give participants a jump start for success.

The half-day session is led by Tyler’s senior executive team and allows for meaningful interaction and expectation setting for new leaders.

- As we continue our multi-year investment in developing cloud capabilities across the Tyler workforce, 134 AWS certifications were attained in 2025, and communities of practice were established to facilitate learning and best practice sharing.

- At Tyler, we recognize and value the expertise our team members bring, unique to our software, services and our public sector clients.

Accordingly, 91% of eligible team members were redeployed and remain at Tyler through our Workforce Redeployment and Retention Program.

In redeploying talent impacted by position eliminations due to the evolving nature of our business, we demonstrate our values of community, inclusion and growth -- redeploying rather than reducing our workforce -- whenever possible to grow our business and strengthen our culture.

Consistent with our value of inclusion, in 2025, Tyler:

- Launched the new leader orientation program referenced above to accelerate the ability of leaders new to Tyler to onboard and integrate across our team;

- Expanded our Employee Resource Group (ERG) footprint with the launch of two new ERGs - Tyler Black and New@Tyler;

- Increased the participation in our equity compensation grant program with over 13% of 2025 recipients representing first-time grantees; and

- Retained and redeployed 91% of eligible team members impacted by position elimination to other roles within Tyler, respecting the value they bring to our clients and our team.

Support is provided to clients over the phone or via the Internet through help desks staffed by our client support representatives.

We define leadership as positions which are one or two levels removed from our CEO with management responsibility.

The tables below represent our workforce demographics as of December 31, 2024:

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

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

| Race: | | | | | | | | | | | | | | | | | | | | | | | |

| | | | White | | | Asian | | | Black or African American | | | Hispanic or Latino | | | Two or more races | | | Native Americans and Other Pacific Islanders | | | Not specified | | |

| Overall | | | 69.6% | | | 7.7% | | | 4.7% | | | 4.9% | | | 2.1% | | | 0.5% | | | 10.5% | | |

| Leadership | | | 84.0% | | | 6.3% | | | 2.9% | | | 3.1% | | | 1.4% | | | 0.4% | | | 1.9% | | |

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

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

| Gender: | | | | | | | | | | | | | | |

| | | | Male | | | Female | | | Non-Binary | | | Not specified | | |

| Overall | | | 60.6% | | | 37.1% | | | 2.0% | | | 0.3% | | |

| Leadership | | | 62.1% | | | 37.9% | | | —% | | | —% | | |

Prior to COVID, approximately 40% of team members worked remotely, primarily in sales and professional services roles.

- The executive team, in partnership with HR, updated the leadership competencies required to execute our Tyler 2030 vision and beyond.

The competencies were integrated into key people processes, including performance evaluations and 360 feedback assessments.

They also served as the foundation for a new leadership framework to build a pipeline of talent from new leaders through executive level leadership.

To date, 50% of Tyler managers have participated in the program.

- Tyler enhanced our investment in our enterprise-wide mentoring platform to support mentoring relationships for targeted skill building and formal mentoring engagements.

- As we continue our multi-year investment in developing cloud skills across the Tyler workforce, 657 Tyler team members participated in approximately 13,000 hours of AWS cloud training, resulting in 99 AWS certifications and 227 accreditations completed.

To organize our efforts on this particular value, we operate Tyler Together, with strategic pillars focused on our culture, career development, and community impact.

In 2024, achievements included:

- Improved metrics in our talent attraction and retention efforts;

- Extending equity grants to a broader segment of our workforce, with over 20% of 2024 grantees representing first-time grantees; and

- The re-launch or first-time launch of Employee Resource Groups (“ERGs”) including Tyler Women, Tyler Military Veterans, and the Tyler LGBTQ+ Network, each with defined business objectives.

Upon receipt of the termination notice, we ceased performing services under the contractual arrangement and sought payment of contractually owed fees [removed: of approximately $15 million] in connection with the termination for convenience.

A December 2025 mediation did not result in a resolution of the dispute.

For the Fiscal Year Ended December 31, [removed: 2024][added: 2025]

The aggregate market value of the voting stock held by non-affiliates of the registrant was [removed: $21,332,091,018] [added: $25,541,975,159] based on the reported last sale price of common stock on June 30, [removed: 2024,] [added: 2025,] 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: 18, 2025] [added: 16, 2026] was [removed: 43,013,800.][added: 42,985,340.]

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: 6, 2025.][added: 5, 2026.]

| Item 1. | | | [removed: [Business](#ibb5a95fde29942f7abb4aea17db2d795_13)] [added: [Business](#ic28c42347b734dee96985b4a7fcf8f9f_13)] | | | [removed: [3](#ibb5a95fde29942f7abb4aea17db2d795_13)] [added: [3](#ic28c42347b734dee96985b4a7fcf8f9f_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#ibb5a95fde29942f7abb4aea17db2d795_19)] [added: Factors](#ic28c42347b734dee96985b4a7fcf8f9f_19)] | | | [removed: [11](#ibb5a95fde29942f7abb4aea17db2d795_19)] [added: [11](#ic28c42347b734dee96985b4a7fcf8f9f_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#ibb5a95fde29942f7abb4aea17db2d795_22)] [added: Comments](#ic28c42347b734dee96985b4a7fcf8f9f_22)] | | | [removed: [21](#ibb5a95fde29942f7abb4aea17db2d795_22)] [added: [21](#ic28c42347b734dee96985b4a7fcf8f9f_22)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#ibb5a95fde29942f7abb4aea17db2d795_25)] [added: [Cybersecurity](#ic28c42347b734dee96985b4a7fcf8f9f_25)] | | | [removed: [21](#ibb5a95fde29942f7abb4aea17db2d795_25)] [added: [21](#ic28c42347b734dee96985b4a7fcf8f9f_25)] | | |

| Item 2. | | | [removed: [Properties](#ibb5a95fde29942f7abb4aea17db2d795_28)] [added: [Properties](#ic28c42347b734dee96985b4a7fcf8f9f_28)] | | | [removed: [23](#ibb5a95fde29942f7abb4aea17db2d795_28)] [added: [23](#ic28c42347b734dee96985b4a7fcf8f9f_28)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#ibb5a95fde29942f7abb4aea17db2d795_31)] [added: Proceedings](#ic28c42347b734dee96985b4a7fcf8f9f_31)] | | | [removed: [24](#ibb5a95fde29942f7abb4aea17db2d795_31)] [added: [24](#ic28c42347b734dee96985b4a7fcf8f9f_31)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#ibb5a95fde29942f7abb4aea17db2d795_34)] [added: Disclosures](#ic28c42347b734dee96985b4a7fcf8f9f_34)] | | | [removed: [24](#ibb5a95fde29942f7abb4aea17db2d795_34)] [added: [24](#ic28c42347b734dee96985b4a7fcf8f9f_34)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ibb5a95fde29942f7abb4aea17db2d795_40)] [added: Securities](#ic28c42347b734dee96985b4a7fcf8f9f_40)] | | | [removed: [25](#ibb5a95fde29942f7abb4aea17db2d795_40)] [added: [25](#ic28c42347b734dee96985b4a7fcf8f9f_40)] | | |

| Item 6. | | | [removed: [\[Reserved\]](#ibb5a95fde29942f7abb4aea17db2d795_43)] [added: [\[Reserved\]](#ic28c42347b734dee96985b4a7fcf8f9f_43)] | | | [removed: [26](#ibb5a95fde29942f7abb4aea17db2d795_43)] [added: [26](#ic28c42347b734dee96985b4a7fcf8f9f_43)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ibb5a95fde29942f7abb4aea17db2d795_46)] [added: Operations](#ic28c42347b734dee96985b4a7fcf8f9f_46)] | | | [removed: [27](#ibb5a95fde29942f7abb4aea17db2d795_46)] [added: [27](#ic28c42347b734dee96985b4a7fcf8f9f_46)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#ibb5a95fde29942f7abb4aea17db2d795_67)] [added: Risk](#ic28c42347b734dee96985b4a7fcf8f9f_70)] | | | [removed: [39](#ibb5a95fde29942f7abb4aea17db2d795_67)] [added: [40](#ic28c42347b734dee96985b4a7fcf8f9f_70)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#ibb5a95fde29942f7abb4aea17db2d795_70)] [added: Data](#ic28c42347b734dee96985b4a7fcf8f9f_73)] | | | [removed: [39](#ibb5a95fde29942f7abb4aea17db2d795_70)] [added: [41](#ic28c42347b734dee96985b4a7fcf8f9f_73)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ibb5a95fde29942f7abb4aea17db2d795_73)] [added: Disclosure](#ic28c42347b734dee96985b4a7fcf8f9f_76)] | | | [removed: [39](#ibb5a95fde29942f7abb4aea17db2d795_73)] [added: [41](#ic28c42347b734dee96985b4a7fcf8f9f_76)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#ibb5a95fde29942f7abb4aea17db2d795_76)] [added: Procedures](#ic28c42347b734dee96985b4a7fcf8f9f_79)] | | | [removed: [39](#ibb5a95fde29942f7abb4aea17db2d795_76)] [added: [41](#ic28c42347b734dee96985b4a7fcf8f9f_79)] | | |

| Item 9B. | | | [Other [removed: Information](#ibb5a95fde29942f7abb4aea17db2d795_79)] [added: Information](#ic28c42347b734dee96985b4a7fcf8f9f_82)] | | | [removed: [40](#ibb5a95fde29942f7abb4aea17db2d795_79)] [added: [41](#ic28c42347b734dee96985b4a7fcf8f9f_82)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions That Prevent [removed: Inspections](#ibb5a95fde29942f7abb4aea17db2d795_82)] [added: Inspections](#ic28c42347b734dee96985b4a7fcf8f9f_85)] | | | [removed: [40](#ibb5a95fde29942f7abb4aea17db2d795_82)] [added: [42](#ic28c42347b734dee96985b4a7fcf8f9f_85)] | | |

| | | | [PART [removed: III](#ibb5a95fde29942f7abb4aea17db2d795_85)] [added: III](#ic28c42347b734dee96985b4a7fcf8f9f_88)] | | | | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#ibb5a95fde29942f7abb4aea17db2d795_88)] [added: Governance](#ic28c42347b734dee96985b4a7fcf8f9f_91)] | | | [removed: [41](#ibb5a95fde29942f7abb4aea17db2d795_88)] [added: [43](#ic28c42347b734dee96985b4a7fcf8f9f_91)] | | |

| Item 11. | | | [Executive [removed: Compensation](#ibb5a95fde29942f7abb4aea17db2d795_91)] [added: Compensation](#ic28c42347b734dee96985b4a7fcf8f9f_94)] | | | [removed: [41](#ibb5a95fde29942f7abb4aea17db2d795_91)] [added: [43](#ic28c42347b734dee96985b4a7fcf8f9f_94)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ibb5a95fde29942f7abb4aea17db2d795_94)] [added: Matters](#ic28c42347b734dee96985b4a7fcf8f9f_97)] | | | [removed: [41](#ibb5a95fde29942f7abb4aea17db2d795_94)] [added: [43](#ic28c42347b734dee96985b4a7fcf8f9f_97)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ibb5a95fde29942f7abb4aea17db2d795_97)] [added: Independence](#ic28c42347b734dee96985b4a7fcf8f9f_100)] | | | [removed: [41](#ibb5a95fde29942f7abb4aea17db2d795_97)] [added: [43](#ic28c42347b734dee96985b4a7fcf8f9f_100)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#ibb5a95fde29942f7abb4aea17db2d795_100)] [added: Services](#ic28c42347b734dee96985b4a7fcf8f9f_103)] | | | [removed: [41](#ibb5a95fde29942f7abb4aea17db2d795_100)] [added: [43](#ic28c42347b734dee96985b4a7fcf8f9f_103)] | | |

| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#ibb5a95fde29942f7abb4aea17db2d795_106)] [added: Schedules](#ic28c42347b734dee96985b4a7fcf8f9f_109)] | | | [removed: [42](#ibb5a95fde29942f7abb4aea17db2d795_106)] [added: [44](#ic28c42347b734dee96985b4a7fcf8f9f_109)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#ibb5a95fde29942f7abb4aea17db2d795_109)] [added: Summary](#ic28c42347b734dee96985b4a7fcf8f9f_112)] | | | [removed: [44](#ibb5a95fde29942f7abb4aea17db2d795_109)] [added: [46](#ic28c42347b734dee96985b4a7fcf8f9f_112)] | | |

| | | | [PART I](#ic28c42347b734dee96985b4a7fcf8f9f_10) | | | | | |

| | | | [PART II](#ic28c42347b734dee96985b4a7fcf8f9f_37) | | | | | |

| | | | [PART IV](#ic28c42347b734dee96985b4a7fcf8f9f_106) | | | | | |

| [Signatures](#ic28c42347b734dee96985b4a7fcf8f9f_115) | | | | | | [47](#ic28c42347b734dee96985b4a7fcf8f9f_115) | | |

| | | | [PART I](#ibb5a95fde29942f7abb4aea17db2d795_10) | | | | | |

| | | | [PART II](#ibb5a95fde29942f7abb4aea17db2d795_37) | | | | | |

| | | | [PART IV](#ibb5a95fde29942f7abb4aea17db2d795_103) | | | | | |

| [Signatures](#ibb5a95fde29942f7abb4aea17db2d795_112) | | | | | | [45](#ibb5a95fde29942f7abb4aea17db2d795_112) | | |

We partner closely with our clients to assist them in following evolving best [removed: practices,] [added: 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 [removed: and our clients] as [removed: well.][added: well as our clients.]

We are acutely aware that these same threats exist for our acquisition targets, our suppliers, and our third-party business partners, and [added: that] 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.

In addition, vulnerabilities in our clients’ on-premises infrastructure have in the past and may in the future be exploited by bad actors, with the resulting impacts being linked to or attributed to, correctly or incorrectly, our software or services, which could also [added: cause] harm [added: to] our business, reputation, and future financial results, even if our software or services were not the cause of the exploitation.

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

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

We leverage a third-party endpoint detection [removed: management] [added: & response] 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.

Over the past several years, we have worked to formalize our security due diligence process for each acquisition target, such that security is a formally embedded component of our due diligence and typically involves our independent testing of the [removed: target] [added: target’s] technology prior to closing the acquisition.

We strive to [added: continuously] enhance our vendor risk analysis, with a goal of universalizing the use of form cybersecurity questionnaires and/or security addenda where applicable.

We expect third parties – including our clients – to report cybersecurity incidents to us so that we can assess the impact of [removed: the] [added: any] incident on us.

[removed: In 2022, we formalized] [added: Tyler has] a [added: formal] multi-layered security governance structure, with the goal of ensuring that responsibilities are clear, information is effectively communicated, priorities are coordinated, and proper oversight is provided.

On at least a quarterly basis, [removed: Tyler’s] [added: the] CISO provides a formal report to the Audit Committee and to the Board of Directors.

Tyler’s governance practices are supported by several segments of Tyler’s senior leadership, management, and [removed: teams.][added: teams, including security working groups and a security governance committee.]

The security governance committee, which meets on [added: at least] a quarterly basis to review the threat landscape and security initiatives at Tyler, is led by the CISO and includes senior leadership from Tyler’s legal and operational teams, as well as the [removed: president] [added: presidents] of each of Tyler’s three operating groups and Tyler’s President & CEO.

[removed: This program] [added: The security champion] helps to ensure that security measures are built into our programs from development to deployment.

Each application team at Tyler has a security champion who proactively operationalizes security best practices on his or her team.

This includes security working groups and a security governance committee.

In 2022, we expanded our Security Champions Program to identify a resource on our various application teams who proactively operationalizes security best practices on their team.

We occupy a total of approximately 1.4 million square feet of office space, of which approximately [removed: 787,000] [added: 777,000] square feet is in various office facilities we own.

At December 31, [removed: 2024,] [added: 2025,] we had approximately [removed: 953] [added: 869] stockholders of record.

Most of our stockholders hold their shares in street name; therefore, there are substantially more than [removed: 953] [added: 869] beneficial owners of our common stock.

We did not pay any cash dividends in [removed: 2024] [added: 2025] or [removed: 2023.][added: 2024.]

There are no warrants or rights related to our equity compensation plans as of December 31, [removed: 2024.][added: 2025.]

| | | | 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: 2024] [added: 2025] | | | | | | 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: 2024)] [added: 2025)] | | |

As of December 31, [removed: 2024,] [added: 2025,] we had authorization to repurchase up to approximately [removed: 2.2] [added: 1.8] million additional shares of Tyler common stock.

[removed: During 2024, we did not repurchase any] [added: 1 Includes 84,113] shares [removed: of our common stock, except] [added: withheld by us] to satisfy the minimum tax obligations of employees due upon vesting of restricted stock awards and [removed: units as described below.][added: units.]

A summary of the repurchase activity during [removed: 2024] [added: 2025,] is as follows:

The repurchase program, which was approved by our Board of Directors, was announced in October 2002, and was amended at various times from 2003 through [removed: 2019.][added: 2026.]

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: 2019.][added: 2020.]

[removed: ][added: ]

| Company / Index | | | [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] | | | | | | [removed: 12/31/23] [added: 12/31/24] | | | | | | [removed: 12/31/24] [added: 12/31/25] | | |

| 2018 Incentive Stock Plan | | | 1,108,268 | | | | | | $ | 381.78 | | | | | 3,852,369 | | |

| Employee Stock Purchase Plan | | | 9,850 | | | | | | 385.86 | | | | | | 443,397 | | |

| | | | 1,118,118 | | | | | | $ | 381.82 | | | | | 4,295,766 | | |

During 2025, we repurchased approximately 303,067 shares of our common stock for an aggregate purchase price of $174.7 million and approximately 84,113 shares to satisfy the minimum tax obligations of employees due upon vesting of restricted stock awards.

| Three months ended March 31 | | | 24,607 | | | | | | — | | | | | | $ | 606.27 | | | | | 2,137,253 | | |

| Three months ended June 30 | | | 34,248 | | | | | | — | | | | | | 572.66 | | | | | | 2,103,005 | | |

| Three months ended September 30 | | | 300,025 | | | | | | — | | | | | | 576.82 | | | | | | 1,802,980 | | |

| October 1 through October 31 | | | — | | | | | | — | | | | | | — | | | | | | 1,802,980 | | |

| November 1 through November 30 | | | — | | | | | | — | | | | | | — | | | | | | 1,802,980 | | |

| December 1 through December 31 | | | 28,300 | | | | | | — | | | | | | 469.57 | | | | | | 1,774,680 | | |

| | | | 387,180 | | | | | | — | | | | | | 570.48 | | | | | | | | |

On February 3, 2026, our Board of Directors authorized the repurchase of $1.0 billion of our common stock,which replaced and superseded all previous authorizations.

Our share repurchase program allows us to repurchase shares at our discretion.

There is no expiration date specified for the authorization.

As of February 18, 2026, we have remaining authorization from our Board of Directors to repurchase up to $885.0 million of our common stock under the new repurchase plan.

| Tyler Technologies, Inc. | | | 100 | | | | | | 123.24 | | | | | | 73.86 | | | | | | 95.78 | | | | | | 132.10 | | | | | | 103.99 | | |

| S&P 500 Stock Index | | | 100 | | | | | | 128.71 | | | | | | 105.40 | | | | | | 133.10 | | | | | | 166.40 | | | | | | 196.16 | | |

| S&P 600 Information Technology Index | | | 100 | | | | | | 126.85 | | | | | | 98.48 | | | | | | 119.11 | | | | | | 118.14 | | | | | | 140.68 | | |

| 2018 Incentive Stock Plan | | | 1,400,126 | | | | | | $ | 336.60 | | | | | 4,385,446 | | |

| Employee Stock Purchase Plan | | | 8,100 | | | | | | 490.14 | | | | | | 484,293 | | |

| | | | 1,408,226 | | | | | | $ | 337.48 | | | | | 4,869,739 | | |

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

| Three months ended March 31 | | | 53,362 | | | | | | — | | | | | | $ | 419.95 | | | | | 2,216,729 | | |

| Three months ended June 30 | | | 25,506 | | | | | | — | | | | | | 480.23 | | | | | | 2,191,223 | | |

| Three months ended September 30 | | | 615 | | | | | | — | | | | | | 567.53 | | | | | | 2,190,608 | | |

| October 1 through October 31 | | | 273 | | | | | | — | | | | | | 586.23 | | | | | | 2,190,335 | | |

| November 1 through November 30 | | | 2,714 | | | | | | — | | | | | | 601.65 | | | | | | 2,187,621 | | |

| December 1 through December 31 | | | 25,761 | | | | | | — | | | | | | 629.06 | | | | | | 2,161,860 | | |

| | | | 108,231 | | | | | | — | | | | | | 489.74 | | | | | | | | |

There is no expiration date specified for the authorization, and we may repurchase stock under the program from time to time.

As of February 19, 2025, we had remaining authorization to repurchase up to 2.2 million additional shares of our common stock.

1 Includes 77,953 shares withheld by us to satisfy the minimum tax obligations of employees due upon vesting of restricted stock awards and units.

Also includes 30,278 shares for the settlement of certain fully indemnified matters related to two acquisitions completed in prior years resulting in the reimbursement of shares of our common stock from escrow.

| Tyler Technologies, Inc. | | | 100 | | | | | | 145.50 | | | | | | 179.30 | | | | | | 107.46 | | | | | | 139.36 | | | | | | 192.20 | | |

| S&P 500 Stock Index | | | 100 | | | | | | 118.40 | | | | | | 152.39 | | | | | | 124.79 | | | | | | 157.59 | | | | | | 197.02 | | |

| S&P 600 Information Technology Index | | | 100 | | | | | | 127.81 | | | | | | 162.12 | | | | | | 125.86 | | | | | | 152.23 | | | | | | 151.00 | | |

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: 2024.][added: 2025.]

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: 2024.][added: 2025.]

Management assessed the effectiveness of Tyler’s internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

Based on our assessment, we concluded that, as of December 31, [removed: 2024,] [added: 2025,] 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: 2024] [added: 2025,] has been audited by Ernst & Young LLP, the independent registered public accounting firm who also audited Tyler’s financial statements.

There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended December 31, [removed: 2024,] [added: 2025,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

On March 6, 2025, H.

Lynn Moore, Jr. executed a Rule 10b5-1 trading plan under which trading could not begin until June 10, 2025, and that terminated on February 9, 2026.

Additional information is available in the Form 8-K filed on March 11, 2025.

No other director or officer has a Rule 10b5-1 trading plan or a non-Rule 10b5-1 trading arrangement in place as of February 18, 2026.

None

| 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: 2024”] [added: 2025”] in our Proxy Statement when filed. | | | | | | | | |

| | | | | | | | | | | | | [Reports of Independent Registered Public Accounting [removed: Firm](#ibb5a95fde29942f7abb4aea17db2d795_115)] [added: Firm](#ic28c42347b734dee96985b4a7fcf8f9f_118)] (PCAOB ID: 42) | | | | | | [removed: [F-1](#ibb5a95fde29942f7abb4aea17db2d795_115)] [added: [F-1](#ic28c42347b734dee96985b4a7fcf8f9f_118)] | | |

| | | | | | | | | | | | | [Consolidated Statements of Income for the years ended December 31, [removed: 2024, 2023,] [added: 202](#ic28c42347b734dee96985b4a7fcf8f9f_121)[5](#ic28c42347b734dee96985b4a7fcf8f9f_121)[, 202](#ic28c42347b734dee96985b4a7fcf8f9f_121)[4](#ic28c42347b734dee96985b4a7fcf8f9f_121)[,] and [removed: 2022](#ibb5a95fde29942f7abb4aea17db2d795_118)] [added: 202](#ic28c42347b734dee96985b4a7fcf8f9f_121)[3](#ic28c42347b734dee96985b4a7fcf8f9f_121)] | | | | | | [removed: [F-3](#ibb5a95fde29942f7abb4aea17db2d795_118)] [added: [F-3](#ic28c42347b734dee96985b4a7fcf8f9f_121)] | | |

| | | | | | | | | | | | | [Consolidated Statements of Comprehensive Income for the years ended December [removed: 31,](#ibb5a95fde29942f7abb4aea17db2d795_121) [2024, 2023,] [added: 31, 202](#ic28c42347b734dee96985b4a7fcf8f9f_127)[5](#ic28c42347b734dee96985b4a7fcf8f9f_127)[, 202](#ic28c42347b734dee96985b4a7fcf8f9f_127)[4](#ic28c42347b734dee96985b4a7fcf8f9f_127)[,] and [removed: 2022](#ibb5a95fde29942f7abb4aea17db2d795_121)] [added: 202](#ic28c42347b734dee96985b4a7fcf8f9f_127)[3](#ic28c42347b734dee96985b4a7fcf8f9f_127)] | | | | | | [removed: [F-4](#ibb5a95fde29942f7abb4aea17db2d795_121)] [added: [F-4](#ic28c42347b734dee96985b4a7fcf8f9f_127)] | | |

| | | | | | | | | | | | | [Consolidated Balance Sheets as of December 31, [removed: 2024 and 2023](#ibb5a95fde29942f7abb4aea17db2d795_124)] [added: 202](#ic28c42347b734dee96985b4a7fcf8f9f_130)[5](#ic28c42347b734dee96985b4a7fcf8f9f_130) [and 202](#ic28c42347b734dee96985b4a7fcf8f9f_130)[4](#ic28c42347b734dee96985b4a7fcf8f9f_130)] | | | | | | [removed: [F-5](#ibb5a95fde29942f7abb4aea17db2d795_124)] [added: [F-5](#ic28c42347b734dee96985b4a7fcf8f9f_130)] | | |

| | | | | | | | | | | | | [Consolidated Statements of Cash Flows for the years ended December [removed: 31,](#ibb5a95fde29942f7abb4aea17db2d795_127) [2024, 2023,] [added: 31, 202](#ic28c42347b734dee96985b4a7fcf8f9f_133)[5](#ic28c42347b734dee96985b4a7fcf8f9f_133)[, 202](#ic28c42347b734dee96985b4a7fcf8f9f_133)[4](#ic28c42347b734dee96985b4a7fcf8f9f_133)[,] and [removed: 2022](#ibb5a95fde29942f7abb4aea17db2d795_127)] [added: 202](#ic28c42347b734dee96985b4a7fcf8f9f_133)[3](#ic28c42347b734dee96985b4a7fcf8f9f_133)] | | | | | | [removed: [F-6](#ibb5a95fde29942f7abb4aea17db2d795_127)] [added: [F-6](#ic28c42347b734dee96985b4a7fcf8f9f_133)] | | |

| | | | | | | | | | | | | [Consolidated Statements of Shareholders’ Equity for the years ended December [removed: 31,](#ibb5a95fde29942f7abb4aea17db2d795_133) [2024, 2023,] [added: 31, 202](#ic28c42347b734dee96985b4a7fcf8f9f_139)[5](#ic28c42347b734dee96985b4a7fcf8f9f_139)[, 202](#ic28c42347b734dee96985b4a7fcf8f9f_139)[4](#ic28c42347b734dee96985b4a7fcf8f9f_139)[,] and [removed: 2022](#ibb5a95fde29942f7abb4aea17db2d795_133)] [added: 202](#ic28c42347b734dee96985b4a7fcf8f9f_139)[3](#ic28c42347b734dee96985b4a7fcf8f9f_139)] | | | | | | [removed: [F-8](#ibb5a95fde29942f7abb4aea17db2d795_133)] [added: [F-8](#ic28c42347b734dee96985b4a7fcf8f9f_139)] | | |

| | | | | | | | | | | | | [Notes to Consolidated Financial [removed: Statements](#ibb5a95fde29942f7abb4aea17db2d795_136)] [added: Statements](#ic28c42347b734dee96985b4a7fcf8f9f_142)] | | | | | | [removed: [F-9](#ibb5a95fde29942f7abb4aea17db2d795_136)] [added: [F-9](#ic28c42347b734dee96985b4a7fcf8f9f_142)] | | |

| [removed: [3.1](https://www.sec.gov/Archives/edgar/data/860731/000095013401002412/d84862ex3-4.txt)] [added: [3.1](https://www.sec.gov/Archives/edgar/data/860731/000086073125000036/exhibit31restatedcertifi.htm)] | | | | | | Amended and Restated Certificate of Incorporation of Tyler Three, as amended through May 14, 1990, and Certificate of Designation of Series A Junior Participating Preferred Stock (filed as Exhibit 3.1 to our Form 10-Q for the quarter ended June 30, 1990, and incorporated by reference herein), as amended by the Certificate of Amendment to the Restated Certificate of Incorporation (filed as Exhibit 3.1 to our Form 8-K, dated February 19, 1998, and incorporated by reference herein), as amended by [removed: [Certificate] [added: Certificate] of Amendment dated May 19, 1999 to the Restated Certificate of Incorporation (filed as Exhibit 3.4 to our Form 10-K for the year ended December 31, 2000, and incorporated by reference [removed: herein)](https://www.sec.gov/Archives/edgar/data/860731/000095013401002412/d84862ex3-4.txt).] [added: herein), as amended by [Certificate of Amendment dated July 29, 2025 to the Restated Certificate of Incorporation (filed as Exhibit 3.1 to our Form 10-Q for the quarter ended July 30, 2025, and incorporated by reference herein)](https://www.sec.gov/Archives/edgar/data/860731/000086073125000036/exhibit31restatedcertifi.htm)[.](https://www.sec.gov/Archives/edgar/data/860731/000086073125000036/exhibit31restatedcertifi.htm)] | | |

| [3.2](https://www.sec.gov/Archives/edgar/data/860731/000086073123000021/a31amendedandrestatedasofm.htm) | | | | | | [Amended and Restated By-Laws of Tyler Technologies Inc., dated May 11, [removed: 2023, (filed] [added: 2023](https://www.sec.gov/Archives/edgar/data/860731/000086073123000021/a31amendedandrestatedasofm.htm) [(filed] as Exhibit 3.1 to our Form 8-K dated May 15, 2023, and incorporated by reference herein).](https://www.sec.gov/Archives/edgar/data/860731/000086073123000021/a31amendedandrestatedasofm.htm) | | |

| [removed: [10.6](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000860731/000086073124000031/tyl-20240509.htm)] [added: [10.6](https://www.sec.gov/Archives/edgar/data/860731/000086073124000036/s-8tylamendedandrestated20.htm)] | | | | | | [Tyler Technologies, Inc. Amended and Restated 2018 Incentive Plan, effective as of May 9, 2024 (filed as Exhibit 10.1 [removed: to the Company’s Current Report on Form 8-K filed with the Commission on May 9, 2024] [added: to](https://www.sec.gov/Archives/edgar/data/860731/000086073124000036/s-8tylamendedandrestated20.htm) [our registration statement no 333-279458] and incorporated by reference [removed: herein).](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000860731/000086073124000031/tyl-20240509.htm)] [added: herein).](https://www.sec.gov/Archives/edgar/data/860731/000086073124000036/s-8tylamendedandrestated20.htm)] | | |

| [14](https://www.sec.gov/Archives/edgar/data/860731/000086073125000007/tyl12312024exhibit14.htm) | | | | | | [Code of Business Conduct and Ethics of Tyler Technologies, Inc. [removed: dated](https://www.sec.gov/Archives/edgar/data/860731/000086073125000007/tyl12312024exhibit14.htm) [May](https://www.sec.gov/Archives/edgar/data/860731/000086073125000007/tyl12312024exhibit14.htm) [](https://www.sec.gov/Archives/edgar/data/860731/000086073125000007/tyl12312024exhibit14.htm)[9](https://www.sec.gov/Archives/edgar/data/860731/000086073125000007/tyl12312024exhibit14.htm)[, 202](https://www.sec.gov/Archives/edgar/data/860731/000086073125000007/tyl12312024exhibit14.htm)[4](https://www.sec.gov/Archives/edgar/data/860731/000086073125000007/tyl12312024exhibit14.htm) [(filed] [added: dated May 9, 2024 (filed] as [removed: Exhibit](https://www.sec.gov/Archives/edgar/data/860731/000086073125000007/tyl12312024exhibit14.htm) [14](https://www.sec.gov/Archives/edgar/data/860731/000086073125000007/tyl12312024exhibit14.htm) [to] [added: Exhibit 14 to] our [removed: form](https://www.sec.gov/Archives/edgar/data/860731/000086073125000007/tyl12312024exhibit14.htm) [10](https://www.sec.gov/Archives/edgar/data/860731/000086073125000007/tyl12312024exhibit14.htm)[\-K dated](https://www.sec.gov/Archives/edgar/data/860731/000086073125000007/tyl12312024exhibit14.htm) [Fe](https://www.sec.gov/Archives/edgar/data/860731/000086073125000007/tyl12312024exhibit14.htm)[bruary](https://www.sec.gov/Archives/edgar/data/860731/000086073125000007/tyl12312024exhibit14.htm) [](https://www.sec.gov/Archives/edgar/data/860731/000086073125000007/tyl12312024exhibit14.htm)[19](https://www.sec.gov/Archives/edgar/data/860731/000086073125000007/tyl12312024exhibit14.htm)[, 202](https://www.sec.gov/Archives/edgar/data/860731/000086073125000007/tyl12312024exhibit14.htm)[5](https://www.sec.gov/Archives/edgar/data/860731/000086073125000007/tyl12312024exhibit14.htm)[,] [added: form 10-K dated February 19, 2025,] and incorporated by reference herein).](https://www.sec.gov/Archives/edgar/data/860731/000086073125000007/tyl12312024exhibit14.htm) | | |

| [removed: [19](https://www.sec.gov/Archives/edgar/data/860731/000086073123000028/tyl6302023exhibit101.htm)] [added: [19](https://www.sec.gov/Archives/edgar/data/860731/000086073126000016/tyl12312025exhibit19.htm)] | | | | | | [Revised Insider Trading Policy of Tyler Technologies, Inc., dated [removed: July 20, 2023,(filed as exhibit 10.1] [added: November 6, 2025 (filed as](https://www.sec.gov/Archives/edgar/data/860731/000086073126000016/tyl12312025exhibit19.htm) [E](https://www.sec.gov/Archives/edgar/data/860731/000086073126000016/tyl12312025exhibit19.htm)[xhibit 19] to our Form [removed: 10-Q] [added: 10-K] dated [removed: July 26, 2023,] [added: February 18, 2026,] and incorporated by reference [removed: herein).](https://www.sec.gov/Archives/edgar/data/860731/000086073123000028/tyl6302023exhibit101.htm)] [added: herein).](https://www.sec.gov/Archives/edgar/data/860731/000086073126000016/tyl12312025exhibit19.htm)] | | |

| [removed: [*21](https://www.sec.gov/Archives/edgar/data/860731/000086073125000007/tyl12312024exhibit21.htm)] [added: [*21](https://www.sec.gov/Archives/edgar/data/860731/000086073126000016/tyl12312025exhibit21.htm)] | | | | | | [Subsidiaries of Tyler Technologies, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/860731/000086073125000007/tyl12312024exhibit21.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/860731/000086073126000016/tyl12312025exhibit21.htm)] | | |

| [removed: [*23](https://www.sec.gov/Archives/edgar/data/860731/000086073125000007/tyl12312024exhibit-23.htm)] [added: [*23](https://www.sec.gov/Archives/edgar/data/860731/000086073126000016/tyl12312025exhibit23.htm)] | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/860731/000086073125000007/tyl12312024exhibit-23.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/860731/000086073126000016/tyl12312025exhibit23.htm)] | | |

| [removed: [*31.1](https://www.sec.gov/Archives/edgar/data/860731/000086073125000007/tyl12312024exhibit311.htm)] [added: [*31.1](https://www.sec.gov/Archives/edgar/data/860731/000086073126000016/tyl12312025exhibit311.htm)] | | | | | | [Rule 13a-14(a) Certification by Principal Executive Officer.(a) Certification by Principal Executive [removed: Officer.](https://www.sec.gov/Archives/edgar/data/860731/000086073125000007/tyl12312024exhibit311.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/860731/000086073126000016/tyl12312025exhibit311.htm)] | | |

| [removed: [*31.2](https://www.sec.gov/Archives/edgar/data/860731/000086073125000007/tyl12312024exhibit312.htm)] [added: [*31.2](https://www.sec.gov/Archives/edgar/data/860731/000086073126000016/tyl12312025exhibit312.htm)] | | | | | | [Rule 13a-14(a) Certification by Principal Financial [removed: Officer.](https://www.sec.gov/Archives/edgar/data/860731/000086073125000007/tyl12312024exhibit312.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/860731/000086073126000016/tyl12312025exhibit312.htm)] | | |

| [removed: [*32.1](https://www.sec.gov/Archives/edgar/data/860731/000086073125000007/tyl12312024exhibit321.htm)] [added: [*32.1](https://www.sec.gov/Archives/edgar/data/860731/000086073126000016/tyl12312025exhibit321.htm)] | | | | | | [Section 1350 Certification of Principal Executive Officer and Principal Financial [removed: Officer.](https://www.sec.gov/Archives/edgar/data/860731/000086073125000007/tyl12312024exhibit321.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/860731/000086073126000016/tyl12312025exhibit321.htm)] | | |

| Date: February [removed: 19, 2025] [added: 18, 2026] | | | | | | By: | | | | | | /s/ H. Lynn Moore, Jr. | | |

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 [removed: 19, 2025.][added: 18, 2026.]

| Date: February [removed: 19, 2025] [added: 18, 2026] | | | | | | By: | | | | | | /s/ John S. Marr, Jr. | | |

| Date: February [removed: 19, 2025] [added: 18, 2026] | | | | | | By: | | | | | | /s/ Brian K. Miller | | |

| Date: February [removed: 19, 2025] [added: 18, 2026] | | | | | | By: | | | | | | /s/ Jason P. Durham | | |

| Date: February [removed: 19, 2025] [added: 18, 2026] | | | | | | By: | | | | | | /s/ Glenn A. Carter | | |

| Date: February [removed: 19, 2025] [added: 18, 2026] | | | | | | By: | | | | | | /s/ Margot L. Carter | | |

| Date: February [removed: 19, 2025] [added: 18, 2026] | | | | | | By: | | | | | | /s/ Brenda A. Cline | | |

| Date: February [removed: 19, 2025] [added: 18, 2026] | | | | | | By: | | | | | | /s/ Ronnie D. Hawkins, Jr. | | |

| Date: February [removed: 19, 2025] [added: 18, 2026] | | | | | | By: | | | | | | /s/ Andrew D. Teed | | |

| Date: February [removed: 19, 2025] [added: 18, 2026] | | | | | | By: | | | | | | /s/ Daniel M. Pope | | |

We have audited the accompanying consolidated balance sheets of Tyler Technologies, Inc. (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] 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, [removed: 2024,] [added: 2025,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 19, 2025] [added: 18, 2026] expressed an unqualified opinion thereon.

[removed: February 19,] [added: | | | |] 2025 [added: | | |]

We have audited Tyler Technologies, Inc.’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Tyler Technologies, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on the COSO criteria.

We also have audited, in accordance with the [removed: auditing] standards of the Public Company Accounting Oversight Board (United States) [removed: (the PCAOB) and in accordance with auditing standards generally accepted in the United States of America,] [added: (PCAOB),] the consolidated balance sheets of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] 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, [removed: 2024,] [added: 2025,] and the related notes and our report dated February [removed: 19, 2025] [added: 18, 2026] expressed an unqualified opinion thereon.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and [added: the] applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the [removed: auditing] standards of the PCAOB.

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Subscriptions | | | $ | [removed: 1,342,931] [added: 1,586,203] | | | | | $ | [removed: 1,159,512] [added: 1,342,931] | | | | | $ | [removed: 1,012,304] [added: 1,159,512] | |

| Maintenance | | | [removed: 463,132] [added: 445,614] | | | | | | [removed: 466,661] [added: 463,132] | | | | | | [removed: 468,455] [added: 466,661] | | |

| Professional services | | | [removed: 263,991] [added: 242,700] | | | | | | [removed: 249,976] [added: 263,991] | | | | | | [removed: 277,625] [added: 249,976] | | |

| Software licenses and royalties | | | [removed: 26,357] [added: 12,816] | | | | | | [removed: 38,096] [added: 26,357] | | | | | | [removed: 59,406] [added: 38,096] | | |

| Hardware and other | | | [removed: 41,392] [added: 45,007] | | | | | | [removed: 37,506] [added: 41,392] | | | | | | [removed: 32,414] [added: 37,506] | | |

| Total revenues | | | [removed: 2,137,803] [added: 2,332,340] | | | | | | [removed: 1,951,751] [added: 2,137,803] | | | | | | [removed: 1,850,204] [added: 1,951,751] | | |

| Subscriptions, maintenance and professional services | | | [removed: 1,112,778] [added: 1,148,889] | | | | | | [removed: 1,001,221] [added: 1,112,778] | | | | | | [removed: 977,885] [added: 1,001,221] | | |

| Software licenses and royalties | | | [removed: 6,277] [added: 8,006] | | | | | | [removed: 10,821] [added: 6,277] | | | | | | [removed: 6,083] [added: 10,821] | | |

| Amortization of software development | | | [removed: 18,806] [added: 22,663] | | | | | | [removed: 12,625] [added: 18,806] | | | | | | [removed: 6,507] [added: 12,625] | | |

| Amortization of acquired software | | | [removed: 36,964] [added: 37,435] | | | | | | [removed: 36,062] [added: 36,964] | | | | | | [removed: 52,192] [added: 36,062] | | |

| Hardware and other | | | [removed: 27,217] [added: 31,647] | | | | | | [removed: 29,923] [added: 27,217] | | | | | | [removed: 23,674] [added: 29,923] | | |

| Total cost of revenues | | | [removed: 1,202,042] [added: 1,248,640] | | | | | | [removed: 1,090,652] [added: 1,202,042] | | | | | | [removed: 1,066,341] [added: 1,090,652] | | |

| Gross profit | | | [removed: 935,761] [added: 1,083,700] | | | | | | [removed: 861,099] [added: 935,761] | | | | | | [removed: 783,863] [added: 861,099] | | |

| Sales and marketing expense | | | [removed: 157,731] [added: 148,570] | | | | | | [removed: 149,770] [added: 157,731] | | | | | | [removed: 135,743] [added: 149,770] | | |

| General and administrative expense | | | [removed: 300,938] [added: 316,447] | | | | | | [removed: 308,575] [added: 300,938] | | | | | | [removed: 267,324] [added: 308,575] | | |

| Research and development expense | | | [removed: 117,939] [added: 204,588] | | | | | | [removed: 109,585] [added: 117,939] | | | | | | [removed: 105,184] [added: 109,585] | | |

| Amortization of other intangibles | | | [removed: 59,627] [added: 56,419] | | | | | | [removed: 74,632] [added: 59,627] | | | | | | [removed: 61,363] [added: 74,632] | | |

| Operating income | | | [removed: 299,526] [added: 357,676] | | | | | | [removed: 218,537] [added: 299,526] | | | | | | [removed: 214,249] [added: 218,537] | | |

| Interest expense | | | [removed: (5,931)] [added: (4,995)] | | | | | | [removed: (23,629)] [added: (5,931)] | | | | | | [removed: (28,379)] [added: (23,629)] | | |

| Date: February 18, 2026 | | | | | | By: | | | | | | /s/ H. Lynn Moore, Jr. | | |

February 18, 2026

February 18, 2026

| Net income | | | $ | 315,603 | | | | | $ | 263,026 | | | | | $ | 165,919 | |

| Cash and cash equivalents | | | $ | 1,015,400 | | | | | $ | 744,721 | |

| | | | $ | 5,638,908 | | | | | $ | 5,180,015 | |

| Current portion of convertible senior notes due 2026, net | | | 599,663 | | | | | | — | | |

| | | | $ | 5,638,908 | | | | | $ | 5,180,015 | |

| Net income | | | $ | 315,603 | | | | | $ | 263,026 | | | | | $ | 165,919 | |

| Purchase of treasury shares | | | (174,650) | | | | | | — | | | | | | — | | |

| Other | | | (7,712) | | | | | | — | | | | | | — | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 315,603 | | | | | | — | | | | | | — | | | | | | 315,603 | | |

| Stock compensation | | | — | | | | | | — | | | | | | 151,276 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 151,276 | | |

| Treasury stock purchases | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (303) | | | | | | (174,650) | | | | | | (174,650) | | |

| Balance at December 31, 2025 | | | 48,148 | | | | | | $ | 481 | | | | | $ | 1,616,119 | | | | | $ | (11) | | | | | $ | 2,182,402 | | | | | (5,027) | | | | | | $ | (96,202) | | | | | $ | 3,702,789 | |

Changes in these judgments or estimates could cause an increase or decrease in the amount of revenue or deferred revenue that we report in a particular period.

| | | | 2025 | | | | | | 2024 | | |

Adverse changes in the qualitative factors, including possible further declines in our market capitalization or higher discount rates implied by market conditions could require us to perform a quantitative impairment test and may result in the recognition of a goodwill impairment in future periods.

In July 2025, the FASB issued ASU 2025-05 - *Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets.* This guidance provides a practical expedient available to all entities to simplify the estimation of the expected credit losses for current accounts receivables and current contract assets arising from revenue contracts under ASC 606.

As of December 31, 2025, we adopted this standard.

Due to most of our clients being domestic governmental entities, we rarely incur a credit loss resulting from the inability of a client to make required payment; as such, this standard did not have a material impact on the Company’s financial statements.

It is effective for annual reporting periods beginning after December 15, 2025, and interim periods within those annual reporting periods, with early adoption permitted.

As of January 1, 2025, we early adopted this standard, which did not have a material impact on the Company’s financial statements.

As of December 31, 2025, we adopted this standard and it has been applied prospectively.

The Company’s income tax disclosures have been updated to comply with the new requirements, including enhanced disaggregation in the rate reconciliation and additional information regarding income taxes paid by jurisdiction.

RECENTLY PRONOUNCED ACCOUNTING STANDARDS

In September 2025, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2025-06 - *Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software.* This update removes the prescriptive software development “project stages” and requires capitalization of software costs once (1) management authorizes and commits funding and (2) completion and use are probable.

Entities must evaluate significant development uncertainty related to technological innovations or performance requirements.

The amendments also require Subtopic 360-10 disclosures for all capitalized internal-use software costs and clarify that intangible asset disclosures under Subtopic 350-30 are not required.

| SaaS | | | $ | 691,288 | | | | | $ | 86,481 | | | | | | | | | | | | | | | | | | | |

| Transaction-based fees | | | 318,143 | | | | | | 490,291 | | | | | | | | | | | | | | | | | | | | |

| Maintenance | | | 422,886 | | | | | | 22,728 | | | | | | | | | | | | | | | | | | | | |

| Professional services | | | 213,749 | | | | | | 28,951 | | | | | | | | | | | | | | | | | | | | |

| Hardware and other | | | 35,306 | | | | | | 336 | | | | | | | | | | | | | | | | | | | | |

| Total segment revenues | | | 1,694,421 | | | | | | 628,554 | | | | | | | | | | | | | | | | | | 2,322,975 | | |

| Less: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cost of revenues | | | 725,718 | | | | | | 431,657 | | | | | | | | | | | | | | | | | | | | |

| Research and development expense | | | 161,346 | | | | | | 17,845 | | | | | | | | | | | | | | | | | | | | |

| Segment operating income | | | $ | 660,631 | | | | | $ | 106,064 | | | | | | | | | | | | | | | | | $ | 766,695 | |

| Less: | | | | | | | | | | | | | | | | | | | | | | | |

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

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

| Reclassification adjustment of unrealized losses on securities transferred from held-to-maturity | | | — | | | | | | — | | | | | | (27) | | |

| | | | $ | 5,180,015 | | | | | $ | 4,676,663 | |

| Current income tax payable | | | — | | | | | | 2,466 | | |

| Current portion of term loans | | | — | | | | | | 49,801 | | |

| Cash and cash equivalents at beginning of period | | | 165,493 | | | | | | 173,857 | | | | | | 309,171 | | |

| Balance at December 31, 2021 | | | 48,148 | | | | | | $ | 481 | | | | | $ | 1,075,650 | | | | | $ | (46) | | | | | $ | 1,273,614 | | | | | (6,833) | | | | | | $ | (25,667) | | | | | $ | 2,324,032 | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 164,240 | | | | | | — | | | | | | — | | | | | | 164,240 | | |

| Stock compensation | | | — | | | | | | — | | | | | | 102,985 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 102,985 | | |

For these contracts, we account for individual performance obligations separately when they are distinct.

We consider “off-the-shelf” software to be distinct when it can be added to an arrangement with minor changes in the underlying code, it can be used by the client for the client’s purpose upon installation, and remaining services such as training are not considered highly interdependent or interrelated to the product's functionality.

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 progress-to-completion.

We typically receive notice of royalty revenue we are entitled to and amounts are billed on a quarterly basis in the quarter immediately following the royalty reporting period, and adjustments have not been significant.

| Collections of accounts previously written off | | | — | | | | | | (165) | | |

Due to the specialized nature of these calculations, we engage third-party specialists to assist management in evaluating our assumptions as well as appropriately measuring the fair value of assets acquired and liabilities assumed.

Our client turnover has historically been very low.

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.

As of December 31, 2024, we adopted the new standard which has been applied retrospectively by the Company.

NEW ACCOUNTING PRONOUNCEMENTS

In January 2025, the FASB issued ASU 2025-01 - *Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date.* This update clarifies that all public business entities must adopt the guidance in ASU 2024-03 for annual reporting periods beginning after December 15, 2026, and for interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted.

The primary financial measures used by the CODM for assessing performance and allocating resources are segment income or loss from operations.

Segment gross profit for our operating segments units is defined as gross profit before non-cash amortization of acquired software associated with acquisitions.

Segment operating income for our reportable segments is defined as income before non-cash amortization of intangible assets associated with their acquisitions, interest expense, and income taxes.

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

| Segment gross profit | | | 804,650 | | | | | | 207,897 | | | | | | (39,822) | | | | | | | | | | | | 972,725 | | |

| Capital expenditures | | | 15,283 | | | | | | 4,168 | | | | | | 1,084 | | | | | | | | | | | | 20,535 | | |

| Segment assets | | | $ | 572,224 | | | | | $ | 416,635 | | | | | $ | 4,191,156 | | | | | | | | | | | $ | 5,180,015 | |

| Segment gross profit | | | 696,248 | | | | | | 226,749 | | | | | | (25,836) | | | | | | | | | | | | 897,161 | | |

| Depreciation and amortization expense | | | 25,445 | | | | | | 110,354 | | | | | | 18,280 | | | | | | | | | | | | 154,079 | | |

| Software development expenditures | | | 6,619 | | | | | | 15,840 | | | | | | 10,031 | | | | | | | | | | | | 32,490 | | |

| Capital expenditures | | | 16,788 | | | | | | 2,380 | | | | | | 1,351 | | | | | | | | | | | | 20,519 | | |

| Segment assets | | | $ | 631,117 | | | | | $ | 426,064 | | | | | $ | 3,619,482 | | | | | | | | | | | $ | 4,676,663 | |

| SaaS | | | $ | 378,953 | | | | | $ | 49,573 | | | | | $ | — | | | | | | | | | | | $ | 428,526 | |

| Transaction-based fees | | | 147,370 | | | | | | 436,408 | | | | | | | | | | | | | | | | | | 583,778 | | |

| Maintenance | | | 444,143 | | | | | | 24,312 | | | | | | — | | | | | | | | | | | | 468,455 | | |

| Professional services | | | 204,970 | | | | | | 72,655 | | | | | | — | | | | | | | | | | | | 277,625 | | |

| Hardware and other | | | 26,592 | | | | | | — | | | | | | 5,822 | | | | | | | | | | | | 32,414 | | |

| Total revenues | | | 1,257,186 | | | | | | 587,196 | | | | | | 5,822 | | | | | | | | | | | | 1,850,204 | | |

| Cost of revenues excluding amortization of acquired software | | | 606,379 | | | | | | 370,571 | | | | | | 37,199 | | | | | | | | | | | | 1,014,149 | | |