Form 8-K

8-K — TYLER TECHNOLOGIES INC

Accession: 0000860731-26-000031

Filed: 2026-04-29

Period: 2026-04-29

CIK: 0000860731

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Results of Operations and Financial Condition

Documents

8-K — tyl-20260429.htm (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________________

FORM 8-K

_____________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

April 29, 2026 (April 29, 2026)

Date of Report (Date of earliest event reported)

_____________________________________________

TYLER TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

_____________________________________________

Delaware 1-10485 75-2303920

(State or other jurisdiction of incorporation organization) (Commission

File Number) (I.R.S. Employer Identification No.)

5101 TENNYSON PARKWAY PLANO Texas 75024

(Address of principal executive offices) (City) (State) (Zip code)

(972) 713-3700

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Title of each class Trading symbol

Name of each exchange

on which registered

COMMON STOCK, $0.01 PAR VALUE TYL New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition

On April 29, 2026, Tyler Technologies, Inc. issued the earnings news release announcing results from operations and financial condition as of March 31, 2026, attached hereto as Exhibit 99.1, which news release is incorporated by reference herein.

Exhibit number

Exhibit description

99.1

News Release issued by Tyler Technologies, Inc. dated April 29, 2026

104

Cover Page Interactive Data File (embedded in the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TYLER TECHNOLOGIES, INC.

/s/ Brian K. Miller

April 29, 2026

By: Brian K. Miller

Executive Vice President and Chief Financial

Officer (principal financial officer)

EX-99.1

Filename: a991earningsrelease-3312026.htm · Sequence: 2

Document

Tyler Technologies Reports Earnings for First Quarter 2026

SaaS revenues grew 23.5% as bookings growth accelerated

PLANO, Texas – April 29, 2026 – Tyler Technologies, Inc. (NYSE: TYL), a large-cap growth and value S&P 500 technology company, today announced financial results for the first quarter ended March 31, 2026.

"Our first quarter results exceeded expectations for our key performance measures, with recurring and total revenues setting new quarterly records," said Lynn Moore, Tyler's president and chief executive officer. "We achieved double-digit recurring revenue growth, led by exceptional SaaS growth, extending our impressive track record with 21 consecutive quarters of 20% or greater SaaS growth. The healthy public sector demand environment was reflected in our strong bookings growth, and continued momentum with strategic initiatives across our business reinforces our confidence in achieving or exceeding our 2030 goals. We continue to invest in innovation and long-term growth through both product development and M&A," concluded Moore.

First Quarter 2026 Financial Highlights (all comparisons are to the first quarter of 2025):

Revenues

•Total revenues were $613.5 million, up 8.6%.

•Recurring revenues were $538.6 million, up 10.4%, and comprised 87.8% of total revenues, up from 86.3%.

•Subscription revenues were $429.8 million, up 14.6%.

◦SaaS revenues grew 23.5% to $222.4 million.

◦Transaction revenues grew 6.4% to $207.4 million.

•Annualized recurring revenue (ARR) was $2.15 billion, up 10.4%.

Earnings/EBITDA

•GAAP operating income was $99.8 million, up 11.9%. Non-GAAP operating income was $166.6 million, up 10.0%.

•GAAP net income was $81.2 million, or $1.88 per diluted share, up 0.2%. Non-GAAP net income was $133.4 million, or $3.09 per diluted share, up 9.3%.

•Adjusted EBITDA was $177.3 million, up 9.3%.

Cash Flow

•Cash flows from operations were $107.3 million, up 91.0%.

•Free cash flow was $102.8 million, up 112.9%.

Tyler Technologies Reports Earnings

for First Quarter 2026

April 29, 2026

Page 2

"Our first quarter results were highlighted by strong recurring revenue growth, solid margin improvement, and free cash flow that more than doubled last year's first quarter," said Brian Miller, Tyler's executive vice president and chief financial officer. "We drove margin expansion through revenue mix improvement, cloud efficiency gains, and disciplined expense management. We repaid our $600 million of convertible debt when it matured in March and executed $250 million in share repurchases under our expanded $1 billion authorization. Including approximately $100 million of share repurchases in April, we have repurchased approximately 2.5% of our outstanding shares this year, underscoring our confidence in Tyler's long-term value. Our updated 2026 guidance also reflects the April acquisition of For The Record," concluded Miller.

Recent Business Highlights

Investment

•We repurchased 799,856 shares of our common stock during the first quarter under our previously announced repurchase authorization.

•Subsequent to the end of the quarter, we repurchased 298,144 shares of our common stock. As of April 29, approximately $653 million remains available under the share repurchase authorization.

Acquisition

•On April 14, we completed the acquisition of For The Record for approximately $223 million in cash. For The Record is our third largest acquisition to date, and enhances our justice portfolio by bringing advanced legal-grade speech-to-text and real-time, multilingual transcription technology powered by AI.

Financial Outlook for 2026

As of April 29, 2026, Tyler Technologies is providing the following guidance for the full year 2026:

Guidance for 2026

Range

Total revenues

$2.535 billion to $2.575 billion

Non-GAAP diluted earnings per share

$12.50 to $12.75

Free cash flow margin

26% to 28%

Research and development expense

$245 million to $250 million

Capital expenditures

$18 million to $20 million

Capitalized software development costs included in capex

$6 million

Net interest income

$8 million to $10 million

Tyler Technologies Reports Earnings

for First Quarter 2026

April 29, 2026

Page 3

Tyler Technologies has not reconciled forward-looking full-year non-GAAP financial measures to their most directly comparable GAAP measures, as permitted by item 10(e)(1)(i)(B) of Regulation S-K. Such reconciliations would require unreasonable efforts at this time to estimate and quantify with a reasonable degree of certainty various necessary GAAP components, including for example those related to stock-based compensation, acquisition transactions, tax items or others that may arise during the year. These components and other factors could materially impact the amount of the future directly comparable GAAP measures, which may differ significantly from their non-GAAP counterparts.

Conference Call

Prepared remarks, an investor presentation providing additional information and analysis, and supplemental materials can be found at the Financials section of Tyler's investor relations website. Tyler Technologies will hold a Q&A conference call on Thursday, April 30, 2026, at 10:00 a.m. ET. Participants can pre-register for the teleconference here. Alternatively, participants can join the teleconference by dialing 646-307-1951 and providing the operator with the conference name.

The live audio webcast and archived replay can also be accessed at the Events & Presentations section of Tyler's investor relations website.

About Tyler Technologies, Inc.

Tyler Technologies (NYSE: TYL) is a leading provider of integrated software and technology services for the public sector. Tyler’s end-to-end solutions empower local, state, and federal government entities to operate efficiently and transparently with residents and each other. By connecting data and processes across disparate systems, Tyler’s solutions transform how clients turn actionable insights into opportunities and solutions for their communities. Tyler has more than 45,000 successful installations across 15,000 locations, with clients in all 50 states, Canada, the Caribbean, Australia, and other international locations. Tyler has been recognized numerous times for growth and innovation, including on Government Technology’s GovTech 100 list. More information about Tyler Technologies, an S&P 500 company headquartered in Plano, Texas, can be found at tylertech.com.

Tyler Technologies Reports Earnings

for First Quarter 2026

April 29, 2026

Page 4

Non-GAAP Financial Measures

Tyler Technologies has provided in this press release financial measures that have not been prepared in accordance with generally accepted accounting principles (GAAP) and are therefore considered non-GAAP financial measures. This information includes non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating income, non-GAAP operating margin, non-GAAP net income, non-GAAP earnings per diluted share, EBITDA, adjusted EBITDA, free cash flow, and free cash flow margin. We use these non-GAAP financial measures internally in analyzing our financial results and believe they are useful to investors, as a supplement to GAAP measures, in evaluating Tyler’s ongoing operational performance because they provide additional insight in comparing results from period to period while isolating the effects of some items that vary from period to period without correlation to core operating performance. Tyler believes the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial results with other companies in our industry, many of which present similar non-GAAP financial measures. EBITDA is net income before interest expense, other income, income taxes, depreciation, and amortization. Non-GAAP and adjusted financial measures discussed above exclude share-based compensation expense, employer portion of payroll taxes on employee stock transactions, expenses associated with amortization of intangibles arising from business combinations, acquisition-related expenses, and restructuring costs and other. Annualized recurring revenue (ARR) is calculated by annualizing the current quarter's recurring revenues from subscriptions and maintenance.

Tyler currently uses a non-GAAP tax rate of 23.0%. This rate is based on Tyler's estimated annual GAAP income tax rate forecast, adjusted to account for items excluded from GAAP income in calculating Tyler's non-GAAP income, as well as significant non-recurring tax adjustments. The non-GAAP tax rate used in future periods will be reviewed periodically to determine whether it remains appropriate in consideration of factors including Tyler's periodic annual effective tax rate calculated in accordance with GAAP, changes resulting from tax legislation, changes in the geographic mix of revenues and expenses, and other factors deemed significant. Due to differences in tax treatment of items excluded from non-GAAP earnings, as well as the methodology applied to Tyler's estimated annual tax rate as described above, the estimated tax rate on non-GAAP income may differ from the GAAP tax rate and from Tyler's actual tax liabilities.

Non-GAAP financial measures should be considered in addition to, and not as a substitute for, or superior to, financial information prepared in accordance with GAAP. The non-GAAP measures used by Tyler Technologies may be different from non-GAAP measures used by other companies. Investors are encouraged to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measures, which has been provided in the financial statement tables included below in this press release.

Forward-looking Statements

This document contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that are not historical in nature and typically address future or anticipated events, trends, expectations or beliefs with respect to our financial condition, results of operations or business. Forward-looking statements often contain words such as “believes,” “expects,” “anticipates,” “foresees,” “forecasts,” “estimates,” “plans,” “intends,” “continues,” “may,” “will,” “should,” “projects,” “might,” “could” or other similar words or phrases. Similarly, statements that describe our business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. We believe there is a reasonable basis for our forward-looking statements, but they are inherently subject to risks and uncertainties and actual results could differ materially from the expectations and beliefs reflected in the forward-looking statements. 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

Tyler Technologies Reports Earnings

for First Quarter 2026

April 29, 2026

Page 5

budgets or regulatory environments of our clients, including local, state 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, evolving use of artificial intelligence (“AI”), security vulnerabilities and software updates, or changes in our ability to access third-party software and services; (3) our ability to protect client information from security breaches or misuse through AI and 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 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; (8) general economic, political and market conditions, including inflation and changes in interest rates; (9) technological and market risks associated with the development of new technologies, products or services or of new versions of existing or acquired products or services; (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; (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 (12) costs of compliance and any failure to comply with government and stock exchange regulations. These factors and other risks that affect our business are described in our filings with the Securities and Exchange Commission, including the detailed “Risk Factors” contained in our most recent annual report on Form 10-K and quarterly report on Form 10-Q. We expressly disclaim any obligation to publicly update or revise our forward-looking statements.

(Comparative results follow)

Contact: Hala Elsherbini

Senior Director, Investor Relations

Tyler Technologies, Inc.

972-713-3770

hala.elsherbini@tylertech.com

Source: Tyler Technologies

#TYL_Financial

26-19

TYLER TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Amounts in thousands, except per share data)

(Unaudited)

Three months ended March 31,

2026 2025

Revenues:

Subscriptions $ 429,745 $ 374,989

Maintenance 108,874 112,801

Professional services 60,807 64,050

Other 14,077 13,325

Total revenues 613,503 565,165

Cost of revenues:

Subscriptions, maintenance, and professional services 293,547 278,053

Amortization of software development 5,624 5,379

Amortization of acquired software 8,984 9,294

Other 8,914 5,358

Total cost of revenues 317,069 298,084

Gross profit 296,434 267,081

Sales and marketing expense 38,797 36,473

General and administrative expense 83,965 79,452

Research and development expense 59,727 47,844

Amortization of other intangibles 14,133 14,139

Operating income 99,812 89,173

Interest expense (1,066) (1,246)

Other income, net 7,676 7,363

Income before income taxes 106,422 95,290

Income tax provision 25,242 14,238

Net income $ 81,180 $ 81,052

Earnings per common share:

Basic $ 1.90 $ 1.88

Diluted $ 1.88 $ 1.84

Weighted average common shares outstanding:

Basic 42,805 43,024

Diluted 43,147 43,943

TYLER TECHNOLOGIES, INC.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(Amounts in thousands, except per share data)

(Unaudited)

Three months ended March 31,

Reconciliation of non-GAAP gross profit and margin 2026 2025

GAAP gross profit $ 296,434 $ 267,081

Non-GAAP adjustments:

Add: Share-based compensation expense included in cost of

revenues 9,474 8,714

Add: Amortization of acquired software 8,984 9,294

Non-GAAP gross profit $ 314,892 $ 285,089

GAAP gross margin 48.3 % 47.3 %

Non-GAAP gross margin 51.3 % 50.4 %

Three months ended March 31,

Reconciliation of non-GAAP operating income and margin 2026 2025

GAAP operating income $ 99,812 $ 89,173

Non-GAAP adjustments:

Add: Share-based compensation expense 37,159 37,660

Add: Employer portion of payroll tax related to employee stock

transactions 792 1,064

Add: Acquisition-related costs 224 33

Add: Restructuring costs and other 5,489 24

Add: Amortization of acquired software 8,984 9,294

Add: Amortization of other intangibles

14,133 14,139

Non-GAAP adjustments subtotal 66,781 62,214

Non-GAAP operating income $ 166,593 $ 151,387

GAAP operating margin 16.3 % 15.8 %

Non-GAAP operating margin 27.2 % 26.8 %

Three months ended March 31,

Reconciliation of non-GAAP net income and earnings per share 2026 2025

GAAP net income $ 81,180 $ 81,052

Non-GAAP adjustments:

Add: Total non-GAAP adjustments to operating income 66,781 62,214

Less: Income tax impact (14,595) (21,200)

Non-GAAP net income $ 133,366 $ 122,066

GAAP earnings per diluted share $ 1.88 $ 1.84

Non-GAAP earnings per diluted share $ 3.09 $ 2.78

TYLER TECHNOLOGIES, INC.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(Amounts in thousands, except per share data)

(Unaudited)

Three months ended March 31,

Detail of share-based compensation expense 2026 2025

Cost of revenues $ 9,474 $ 8,714

Operating expenses 27,685 28,946

Total share-based compensation expense $ 37,159 $ 37,660

Three months ended March 31,

Reconciliation of EBITDA and adjusted EBITDA 2026 2025

GAAP net income $ 81,180 $ 81,052

Amortization of other intangibles 14,133 14,139

Depreciation and amortization included in cost of revenues, sales and marketing expense, general and administrative expense, and research and development expense 19,723 20,209

Interest expense 1,066 1,246

Other income, net (7,676) (7,363)

Income tax provision 25,242 14,238

EBITDA $ 133,668 $ 123,521

Share-based compensation expense 37,159 37,660

Acquisition-related costs 224 33

Employer portion of payroll tax related to employee stock transactions 792 1,064

Lease restructuring costs and other 5,489 24

Adjusted EBITDA $ 177,332 $ 162,302

Three months ended March 31,

Reconciliation of free cash flow 2026 2025

Net cash provided by operating activities $ 107,262 $ 56,158

Less: additions to property and equipment (3,237) (2,335)

Less: investment in software development (1,260) (5,550)

Free cash flow $ 102,765 $ 48,273

Free cash flow margin 16.8 % 8.5 %

TYLER TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands)

(Unaudited)

March 31, 2026 December 31, 2025

ASSETS

Current assets:

Cash and cash equivalents $ 316,010 $ 1,015,400

Accounts receivable, net 572,998 638,798

Short-term investments 30,344 81,800

Prepaid expenses and other current assets 107,129 84,142

Income tax receivable 14,613 23,748

Total current assets 1,041,094 1,843,888

Accounts receivable, long-term portion 8,271 5,968

Operating lease right-of-use assets 40,454 35,602

Property and equipment, net 158,815 160,355

Other assets:

Software development costs, net 58,836 68,371

Goodwill 2,591,709 2,590,013

Other intangibles, net 755,741 780,414

Non-current investments 51,455 60,698

Other non-current assets 92,244 93,599

Total assets $ 4,798,619 $ 5,638,908

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

Accounts payable and accrued liabilities $ 319,399 $ 365,346

Operating lease liabilities 10,594 9,598

Deferred revenue 709,780 780,838

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

Total current liabilities 1,039,773 1,755,445

Deferred revenue, long-term 21,059 20,988

Deferred income taxes 109,210 95,063

Operating lease liabilities, long-term 37,366 33,347

Other long-term liabilities 32,978 31,276

Total liabilities 1,240,386 1,936,119

Shareholders' equity $ 3,558,233 $ 3,702,789

Total liabilities and shareholders' equity $ 4,798,619 $ 5,638,908

TYLER TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)

Three months ended March 31,

2026 2025

Cash flows from operating activities:

Net income $ 81,180 $ 81,052

Adjustments to reconcile net income to cash

provided by operations:

Depreciation and amortization 38,949 34,621

(Gains) losses from sale of investments (3) 1

Share-based compensation expense 37,159 37,660

Operating lease right-of-use assets expense 2,323 2,288

Deferred income tax benefit 14,213 (11,080)

Changes in operating assets and liabilities,

exclusive of effects of acquired companies (66,559) (88,384)

Net cash provided by operating activities 107,262 56,158

Cash flows from investing activities:

Additions to property and equipment (3,237) (2,335)

Purchase of marketable security investments (1,358) (71,993)

Proceeds and maturities from marketable security investments 61,858 1,756

Investment in software development (1,260) (5,550)

Cost of acquisitions, net of cash acquired (20) (18,024)

Other (8) (23)

Net cash provided (used) by investing activities 55,975 (96,169)

Cash flows from financing activities:

Payment on convertible senior notes (600,000) —

Purchase of treasury shares (250,063) —

Payment of employee taxes paid for withheld shares upon equity award settlement, net of proceeds from exercise of stock options (16,365) 1,526

Contributions from employee stock purchase plan 3,801 3,970

Other — (4,477)

Net cash (used) provided by financing activities (862,627) 1,019

Net (decrease) in cash and cash equivalents (699,390) (38,992)

Cash and cash equivalents at beginning of period 1,015,400 744,721

Cash and cash equivalents at end of period $ 316,010 $ 705,729

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Local phone number for entity.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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