Item 1A. Risk Factors

In addition to the other information set forth in this report, one should carefully consider the discussion of various risks and uncertainties contained in Part I, “Item 1A. Risk Factors” in our 2024 Annual Report on Form 10-K filed on February 19, 2025. We believe those risk factors are the most relevant to our business and could cause our results to differ materially from the forward-looking statements made by us. Please note, however, that those are not the only risk factors facing us. Additional risks that we do not consider material, or of which we are not currently aware, may also have an adverse impact on us. Our business, financial condition and results of operations could be seriously harmed if any of these risks or uncertainties actually occurs or materializes. In that event, the market price for our common stock could decline, and our shareholders may lose all or part of their investment. During the nine months ended September 30, 2025, there were no material changes in the information regarding risk factors contained in our Annual Report on Form 10-K for the year ended December 31, 2024.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

As of September 30, 2025, we had authorization to repurchase of approximately 1.8 million additional shares of Tyler common stock. During the three months ended September 30, 2025, we repurchased approximately 300,000 shares of our common stock for an aggregate purchase price of $173.0 million and approximately 25 shares to satisfy the minimum tax obligations of employees due upon vesting of restricted stock awards.

A summary of the repurchase activity during the three months ended as of September 30, 2025, is as follows:


Period	Total number of shares repurchased1	Additional number of shares authorized that may be repurchased	Average price paid per share		Maximum number of shares that may be repurchased under current authorization
Beginning balance, July 1, 2025					2,103,005
July 1 through July 31	25	—	$	575.96	2,102,980
August 1 through August 31	268,985	—	580.19		1,833,995
September1 through September 30	31,015	—	547.48		1,802,980
	300,025	—	576.82

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 2019. There is no expiration date specified for the authorization, and we may repurchase stock under the program from time to time.

1 Includes 25 shares withheld by us to satisfy the minimum tax obligations of employees due upon vesting of restricted stock awards and units. The level of this acquisition activity varies from period to period based upon the timing of award grants and vesting. Also includes 300,000 shares for common stock repurchases.

ITEM 3. Defaults Upon Senior Securities

None

ITEM 4. Mine Safety Disclosures

None

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