Tyler Technologies TYL

Tyler Technologies reports $647.57M revenue

Form
10-Q
Filed
Importance
Notable
  1. Revenue: $647.57 million for the three months ended Sep 30, 2026
  2. Net income: $95.07 million for the three months ended Sep 30, 2026
  3. Diluted EPS: $2.33 for the three months ended Sep 30, 2026
  4. Cash and equivalents: $788.22 million at Sep 30, 2026

Written from the 10-Q on EDGAR. Check the filing before you rely on it.

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What changed

12 changes since the June 2026 10-Q

Compared with the 10-Q 0000860731-26-000050, filed Jul 29, 2026.

  1. Changed Financial statements

    Cash down 12% from Jun 30

    $788M, was $895M.

    From the filings

    Before

    $895M

    Now

    $788M
  2. Changed Financial statements

    EPS up 4.5% from Jun 30

    $2.33, was $2.23.

    From the filings

    Before

    $2.23

    Now

    $2.33
  3. Changed Financial statements

    Net income up 1.7% from Jun 30

    $95.1M, was $93.5M.

    From the filings

    Before

    $93.5M

    Now

    $95.1M
  4. Changed Financial statements

    Revenue up 0.4% from Jun 30

    $648M, was $645M.

    From the filings

    Before

    $645M

    Now

    $648M
  5. Changed MD&A

    On July 30, 2026, we acquired CODY Systems ( CODY ), an established public safety company that provides…

    Adds "July 30, 2026, we acquired CODY Systems ( CODY ), an established public safety company…"; drops "cloud connected".

    From the filings

    Before

    On April 14, 2026, we completed the acquisition of the remaining equity of BFTR, LLC ( For the Record or FTR ), a provider of cloud connected software that captures, stores, and manages courtroom audio and video with secure chain of custody. The actual operating results of FTR are included in the operating results of the ES segment beginning April 14, 2026.

    Now

    On July 30, 2026, we acquired CODY Systems ( CODY ), an established public safety company that provides software and data management, integration, and exchange solutions for public safety, law enforcement, and other public sector entities. On April 14, 2026, we completed the acquisition of the remaining equity of BFTR, LLC ( For the Record or FTR ), a provider of cloud-connected software that captures, stores, and manages courtroom audio and video with secure chain of custody.
  6. New MD&A

    The actual operating results of CODY and FTR, from their respective dates of acquisition, are included in…

    New paragraph in MD&A.

    From the filings

    Now

    The actual operating results of CODY and FTR, from their respective dates of acquisition, are included in the operating results of the ES segment.
  7. Changed MD&A

    The actual operating results of Edulink, CG, EN, and MyGov, from their respective dates of acquisition, are…

    Drops "On December 2, 2025, we acquired Edu.Link, Inc. ( Edulink ), a SaaS company focused on…".

    From the filings

    Before

    On December 2, 2025, we acquired Edu.Link, Inc. ( Edulink ), a SaaS company focused on educator evaluation, performance management, professional development, and compliance tracking geared specifically to the unique needs of K-12 schools. On November 19, 2025, we acquired CloudGavel, LLC ( CG ), a SaaS company specializing in cloud electronic warrant solutions that allows for real time interaction for judges and law enforcement personnel. On July 28, 2025, we acquired Emergency Networking, Inc. ( EN ), a SaaS company specializing in cloud-native software for fire departments and emergency medical services agencies. On January 31, 2025, we acquired MyGov, LLC ( MyGov ), a provider of SaaS platform solutions for community development. The actual operating results of Edulink, CG, EN, and MyGov, from their respective dates of acquisition, are included in the operating results of the ES segment.

    Now

    The actual operating results of Edulink, CG, EN, and MyGov, from their respective dates of acquisition, are included in the operating results of the ES segment.
  8. Changed MD&A

    Professional services revenue decreased 3% and remained flat for the three and nine months ended September…

    Adds "decreased 3%"; drops "increased 8%".

    From the filings

    Before

    Professional services revenue increased 8% and 1%, respectively, for the three and six months ended June 30, 2026, compared to the prior period. The increase in professional services revenues compared to prior period is primarily due to the timing of time and material projects and the timing of specific reserves taken in prior periods, partially offset by an intentional reduction in custom development, as well as efficiencies in the delivery of professional services.

    Now

    Professional services revenue decreased 3% and remained flat for the three and nine months ended September 30, 2026, respectively, compared to the prior period. For the three months ended September 30, 2026, the decrease in professional services revenues compared to prior period is primarily due to timing of time and material projects nearing completion in the prior period and the intentional reduction in custom development. For the nine months ended September 30, 2026, professional services revenues remained flat primarily due to the timing of specific reserves taken in prior periods.
  9. Changed MD&A

    Other revenue $ 15,390 $ 18,264 $ (2,874) (16) % $ 43,269 $ 43,640 $ (371) (1) %

    Adds "Other"; drops "Total subscriptions".

    From the filings

    Before

    Total subscriptions revenue $ 453,724 $ 405,075 $ 48,649 12 % $ 883,469 $ 780,064 $ 103,405 13 %

    Now

    Other revenue $ 15,390 $ 18,264 $ (2,874) (16) % $ 43,269 $ 43,640 $ (371) (1) %
  10. Changed MD&A

    For the three and nine months ended September 30, 2026, amortization of software development costs decreased…

    Adds "nine"; drops "six".

    From the filings

    Before

    For the three and six months ended June 30, 2026, amortization of software development costs increased 1% and 3%, respectively, compared to the prior period due to new products released in the past year.

    Now

    For the three and nine months ended September 30, 2026, amortization of software development costs decreased 12% and 2%, respectively, compared to the prior period due to the decline in projects capitalized and projects reaching the end of their amortizable lives.
  11. Changed MD&A

    For the three months ended September 30, 2026, the increase is primarily driven by a $3.3 million decline in…

    Adds "September"; drops "June".

    From the filings

    Before

    For the three months ended June 30, 2026, the increase in segment operating income is primarily driven by a $7.9 million increase in professional services revenue, due to timing of time and material projects and timing of specific reserves taken in prior periods, and other revenue from hardware sales. The increase is offset by a decline of approximately $12.5 million in transaction-based revenues, partially offset by a corresponding $11.0 million reduction in merchant fees, following the wind-down in the fourth quarter of 2025 of a state payment processing contract.

    Now

    For the three months ended September 30, 2026, the increase is primarily driven by a $3.3 million decline in G&A expense driven by lower personnel expense from bonuses and a $0.8 million decline in development costs. The increase is offset by a decline in transaction-based revenues and the corresponding reduction in merchant fees following the wind-down in the fourth quarter of 2025 of a state payment processing contract.
  12. Changed MD&A

    For the nine months ended September 30, 2026, PT segment operating income is essentially flat compared to…

    Adds "nine"; drops "three".

    From the filings

    Before

    For the three months ended June 30, 2026, the increase in segment operating income is primarily driven by a $7.9 million increase in professional services revenue, due to timing of time and material projects and timing of specific reserves taken in prior periods, and other revenue from hardware sales. The increase is offset by a decline of approximately $12.5 million in transaction-based revenues, partially offset by a corresponding $11.0 million reduction in merchant fees, following the wind-down in the fourth quarter of 2025 of a state payment processing contract.

    Now

    For the nine months ended September 30, 2026, PT segment operating income is essentially flat compared to prior period. Total revenues and total cost of revenues declines are primarily attributed to a decline of approximately $33.0 million in transaction-based revenues and the corresponding $28.7 million reduction in merchant fees, following the wind-down in the fourth quarter of 2025 of a state payment processing contract. The decline in transaction-based revenues is also partially offset by increases in subscription revenues and professional services revenues compared to prior period.
Show the redline

Section by section. Added words and removed words against the earlier filing.

Cover page 2 changes

3 unchanged paragraphs

For the quarterly period ended June September 30, 2026

19 unchanged paragraphs

The number of shares of common stock of registrant outstanding on July 27, October 26, 2026 was 40,952,274 39,759,524 .

1 unchanged paragraph

Financial statements 195 changes

3 unchanged paragraphs

Three Months Ended June 30, Six Months Ended June 30,

Subscriptions $ 453,724 $ 405,075 $ 883,469 $ 780,064

Maintenance 105,810 112,123 214,684 224,924

Professional services 63,166 58,612 123,973 122,662

Other 22,396 20,307 36,473 33,632

Total revenues 645,096 596,117 1,258,599 1,161,282

Subscriptions, maintenance, and professional services 306,783 292,595 600,330 570,648

Amortization of software development 5,579 5,505 11,203 10,884

Amortization of acquired software 8,532 9,319 17,516 18,613

Other 17,145 15,514 26,059 20,872

Total cost of revenues 338,039 322,933 655,108 621,017

Gross profit 307,057 273,184 603,491 540,265

Sales and marketing expense 39,851 36,312 78,648 72,785

General and administrative expense 93,733 76,601 177,698 156,053

Research and development expense 62,832 50,842 122,559 98,686

Amortization of other intangibles 15,546 13,833 29,679 27,972

Operating income 95,095 95,596 194,907 184,769

Interest expense ( 2,974 ) ( 1,262 ) ( 4,040 ) ( 2,508 )

Other income, net 3,462 8,179 11,138 15,542

Income before income taxes 120,631 102,513 227,053 197,803

Three Months Ended September 30, Nine Months Ended September 30,

Subscriptions $ 462,602 $ 401,094 $ 1,346,071 $ 1,181,158

Maintenance 106,239 111,312 320,923 336,236

Professional services 62,968 64,728 186,941 187,390

Other 15,757 18,745 52,230 52,377

Total revenues 647,566 595,879 1,906,165 1,757,161

Subscriptions, maintenance, and professional services 305,924 289,070 906,254 859,718

Amortization of software development 5,470 6,195 16,673 17,079

Amortization of acquired software 8,786 9,376 26,302 27,989

Other 9,177 9,786 35,236 30,658

Total cost of revenues 329,357 314,427 984,465 935,444

Gross profit 318,209 281,452 921,700 821,717

Sales and marketing expense 40,023 37,560 118,671 110,345

General and administrative expense 81,561 79,971 259,259 236,024

Research and development expense 63,349 51,788 185,908 150,474

Amortization of other intangibles 16,239 14,201 45,918 42,173

Operating income 117,037 97,932 311,944 282,701

Interest expense ( 3,773 ) ( 1,235 ) ( 7,813 ) ( 3,743 )

Gain on remeasurement of equity investment 25,048 25,048

Other income, net 7,893 10,855 19,031 26,397

Income before income taxes 121,157 107,552 348,210 305,355

1 unchanged paragraph

Net income $ 93,512 $ 84,627 $ 174,692 $ 165,679

Net income $ 95,074 $ 84,393 $ 269,766 $ 250,072

1 unchanged paragraph

Basic $ 2.25 $ 1.96 $ 4.20 $ 3.84

Diluted $ 2.23 $ 1.93 $ 4.17 $ 3.76

Basic $ 2.35 $ 1.96 $ 6.55 $ 5.80

Diluted $ 2.33 $ 1.93 $ 6.51 $ 5.70

3 unchanged paragraphs

Three Months Ended June 30, Six Months Ended June 30,

Net income $ 93,512 $ 84,627 $ 174,692 $ 165,679

Three Months Ended September 30, Nine Months Ended September 30,

Net income $ 95,074 $ 84,393 $ 269,766 $ 250,072

2 unchanged paragraphs

Comprehensive income $ 93,391 $ 84,595 $ 174,303 $ 165,721

Change in net unrealized holding (losses) gains on available-for-sale securities during the period ( 121 ) ( 31 178 ) 61 ( 386 564 ) 42 103

Reclassification adjustment for net income on sale of available-for-sale securities, included in net income ( 1 ) ( 3 )

Other comprehensive (loss) income, net of tax ( 121 ) ( 32 178 ) 61 ( 389 567 ) 42 103

Comprehensive income $ 94,896 $ 84,454 $ 269,199 $ 250,175

4 unchanged paragraphs

Prepaid expenses 87,031 74,734

June September 30, 2026 (unaudited) December 31, 2025

Cash and cash equivalents $ 895,353 788,222 $ 1,015,400

Accounts receivable (less allowance for losses and sales adjustments of $ 25,757 25,208 at 2026 and $ 31,972 at 2025)

Short-term investments 74,682 91,172 81,800

Prepaid expenses 78,194 74,734

Income tax receivable 23,805 9,469 23,748

Other current assets 11,385 10,743 9,408

Total current assets 1,817,122 1,661,976 1,843,888

Accounts receivable, long-term 10,420 16,567 5,968

Operating lease right-of-use assets 38,374 37,551 35,602

Property and equipment, net 159,462 160,823 160,355

Software development costs, net 53,642 48,645 68,371

Goodwill 2,754,742 2,770,159 2,590,013

Other intangibles, net 846,206 834,981 780,414

Non-current investments 45,232 25,289 60,698

Other non-current assets 88,376 89,439 93,599

2 unchanged paragraphs

Accrued liabilities 182,320 190,693

Deferred revenue 797,435 780,838

Accounts payable $ 178,600 178,511 $ 174,653

Accrued liabilities 211,606 190,693

Operating lease liabilities 11,221 11,182 9,598

Deferred revenue 846,284 780,838

1 unchanged paragraph

Total current liabilities 1,169,576 1,247,583 1,755,445

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and 115 more changes in the filing

Notes to the financial statements 359 changes

2 unchanged paragraphs

We prepared the accompanying condensed consolidated financial statements following the requirements of the Securities and Exchange Commission ( SEC ) and accounting principles generally accepted in the United States ( GAAP ), for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by GAAP can be condensed or omitted for interim periods. Balance sheet amounts are as of June September 30, 2026, and December 31, 2025, and operating result amounts are for the three and six nine months ended June September 30, 2026, and 2025, and include all normal and recurring adjustments that we considered necessary for the fair summarized presentation of our financial position and operating results. As these are condensed financial statements, readers should also read the financial statements and notes included in our latest Form 10-K for the year ended December 31, 2025. Revenues, expenses, assets, and liabilities can vary during each quarter of the year. Therefore, the results and trends in these interim financial statements may not be the same as those for the full year. Certain amounts for previous years have been reclassified to conform to the current year presentation. As of January 1, 2026, we have elected to combine software license and royalties revenue and hardware and other revenue into a single revenue category, along with a corresponding adjustment within cost of revenues on the condensed consolidated statement of income for all reporting periods presented to simplify presentation and enhance the usefulness of our financial statements.

Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources and includes all components of net income (loss) and other comprehensive income (loss). During the three and six nine months ended June September 30, 2026, we had approximately $ 121,000 178,000 and $ 389,000 567,000 of other comprehensive loss, net of taxes, respectively, from our available-for-sale investment holdings. During the three and six nine months ended June September 30, 2025, we had approximately $ 32,000 of other comprehensive loss, 61,000 and $ 42,000 103,000 of other comprehensive income, net of taxes, respectively, from our available-for-sale investment holdings.

29 unchanged paragraphs

June September 30, 2026 December 31, 2025

3 unchanged paragraphs

Total accounts receivable, including total current and long-term accounts receivable, net of allowance for losses and sales adjustments, was $ 735.3 700.7 million and $ 644.8 million, as of June September 30, 2026, and December 31, 2025, respectively. We have recorded unbilled receivables of $ 93.6 95.0 million and $ 98.4 million as of June September 30, 2026, and December 31, 2025, respectively. Unbilled receivables expected to be collected within one year have been included with the current portion of accounts receivable in the accompanying condensed consolidated balance sheets. Unbilled receivables and retention receivables expected to be collected past one year have been included with the long-term portion of accounts receivable in the accompanying condensed consolidated balance sheets. Unbilled receivables also include retention receivables of $ 12.9 14.4 million and $ 12.3 million as of June September 30, 2026, and December 31, 2025, respectively, which become payable upon the completion of the contract or completion of our fieldwork and formal hearings.

We maintain allowances for losses and sales adjustments, which are recorded against revenue at the time the loss is incurred. Because most of our clients are domestic governmental entities, we rarely incur a credit loss resulting from the inability of a client to make required payments. Consequently, we have not recorded a reserve for credit losses. Events or changes in circumstances that indicate the carrying amount for the allowances for losses and sales adjustments may require revision include, but are not limited to, managing our client s expectations regarding the scope of the services to be delivered and defects or errors in new versions or enhancements of our software products. Our allowances for losses and sales adjustments are $ 25.8 25.2 million and $ 32.0 million as of June September 30, 2026, and December 31, 2025, respectively.

2 unchanged paragraphs

For the three and six nine months ended June September 30, 2026, there have been no impairments to goodwill. 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.

1 unchanged paragraph

We make judgments about the recoverability of purchased intangible assets other than goodwill whenever events or changes in circumstances indicate that an impairment may exist. Client base and acquired software each comprise approximately half of our purchased intangible assets other than goodwill. We review our client turnover each year for indications of impairment. If indications of impairment are determined to exist, we measure the recoverability of assets by a comparison of the carrying amount of the asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of the assets exceeds their estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the assets exceeds the fair value of the assets. For the three and six nine months ended June September 30, 2026, there have been no significant impairments of intangible assets.

8 unchanged paragraphs

Revenue from certain product offerings, along with related expenses, for the prior period has have been reclassified to conform to their current period presentation. Furthermore, certain depreciation and amortization expenses for the prior periods have been reclassified to corporate unallocated to be consistent with the current year presentation that better aligns with the Corporate classification of certain assets on the condensed consolidated balance sheets as Corporate. These changes had no impact on the Company's consolidated results of operations, financial position, or cash flows.

For the three months ended June September 30, 2026 Enterprise

1 unchanged paragraph

SaaS $ 207,658 $ 22,983

Transaction-based fees 100,296 122,787

Professional services 54,737 8,429

Total segment revenues 476,332 160,857 637,189

Cost of revenues 201,382 108,420

Sales and marketing expense 27,052 4,565

General and administrative expense 18,589 11,393

Research and development expense 51,284 4,091

SaaS $ 217,985 $ 24,218

Transaction-based fees 104,178 116,221

Maintenance 100,348 100,777 5,462

Professional services 54,084 8,884

Total segment revenues 491,470 155,729 647,199

Cost of revenues 208,504 103,549

Sales and marketing expense 26,404 4,869

General and administrative expense 11,930 11,514

Research and development expense 53,422 3,605

1 unchanged paragraph

For the three months ended June September 30, 2025 Enterprise

1 unchanged paragraph

SaaS $ 168,232 $ 21,339

Transaction-based fees 89,246 126,258

Maintenance 106,779 5,344

Professional services 56,862 1,750

Total segment revenues 433,915 154,636 588,551

Cost of revenues 186,119 107,323

Sales and marketing expense 24,971 5,034

General and administrative expense 10,867 13,374

Research and development expense 39,395 4,215

SaaS $ 178,455 $ 21,331

Transaction-based fees 81,932 119,376

Maintenance 105,450 5,862

Professional services 55,769 8,959

Total segment revenues 439,779 155,619 595,398

Cost of revenues 187,730 104,599

Sales and marketing expense 25,244 5,004

General and administrative expense 11,330 14,764

Research and development expense 41,243 4,424

1 unchanged paragraph

For the six nine months ended June September 30, 2026 Enterprise

1 unchanged paragraph

SaaS $ 407,790 $ 45,207

Transaction-based fees 195,335 235,137

Maintenance 203,675 11,009

Professional services 107,995 15,978

Total segment revenues 941,085 308,920 1,250,005

Cost of revenues 394,245 211,761

Sales and marketing expense 52,428 9,472

General and administrative expense 30,109 29,407

Research and development expense 100,018 8,167

Segment operating income $ 364,285 $ 50,113 $ 414,398

SaaS $ 625,775 $ 69,425

Transaction-based fees 299,513 351,358

Maintenance 304,452 16,471

Professional services 162,079 24,862

Total segment revenues 1,432,555 464,649 1,897,204

Cost of revenues 602,749 315,310

Sales and marketing expense 78,832 14,341

General and administrative expense 42,039 40,921

Research and development expense 153,440 11,772

Segment operating income $ 555,495 $ 82,305 $ 637,800

For the six nine months ended June September 30, 2025 Enterprise

1 unchanged paragraph

SaaS $ 326,973 $ 42,678

Transaction-based fees 159,085 251,328

Maintenance 213,758 11,166

Professional services 111,455 11,207

Total segment revenues 836,661 316,365 1,153,026

Cost of revenues 355,406 216,316

Sales and marketing expense 50,238 9,765

General and administrative expense 22,459 26,775

Research and development expense 77,075 8,533

Segment operating income $ 331,483 $ 54,976 $ 386,459

Three Months Ended June 30, Six Months Ended June 30,

SaaS $ 505,428 $ 64,009

Transaction-based fees 241,017 370,704

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and 279 more changes in the filing

MD&A 165 changes

1 unchanged paragraph

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 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 successfully research, develop, integrate, and commercialize AI capabilities into our solutions, to achieve client adoption of those capabilities, and to effectively monetize them is subject to significant risks, including the continued need for substantial investment, competition from new and existing market participants offering alternative AI solutions, and the possibility that clients may not adopt or pay for AI features at the levels we expect, any of which could result in disruption to our business, adversely affect our revenue and margins, and harm our competitive position; (8) 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) (9) general economic, political and market conditions, including inflation and changes in interest rates; (9) (10) 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) (11) 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) (12) 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) (13) 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 Item 1A, Risk Factors . We expressly disclaim any obligation to publicly update or revise our forward-looking statements.

3 unchanged paragraphs

Revenue from certain product offerings, along with related expenses, for the prior period has have been reclassified to conform to their current period presentation. Furthermore, certain depreciation and amortization expenses for the prior periods have been reclassified to corporate unallocated to be consistent with the current year presentation that better aligns with the Corporate classification of certain assets on the condensed consolidated balance sheets as Corporate. These changes had no impact on the Company's consolidated results of operations, financial position, or cash flows.

2 unchanged paragraphs

On July 30, 2026, we acquired CODY Systems ( CODY ), an established public safety company that provides software and data management, integration, and exchange solutions for public safety, law enforcement, and other public sector entities. On April 14, 2026, we completed the acquisition of the remaining equity of BFTR, LLC ( For the Record or FTR ), a provider of cloud connected cloud-connected software that captures, stores, and manages courtroom audio and video with secure chain of custody. The actual operating results of FTR are included in the operating results of the ES segment beginning April 14, 2026.

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

On December 2, 2025, we acquired Edu.Link, Inc. ( Edulink ), a SaaS company focused on educator evaluation, performance management, professional development, and compliance tracking geared specifically to the unique needs of K-12 schools. On November 19, 2025, we acquired CloudGavel, LLC ( CG ), a SaaS company specializing in cloud electronic warrant solutions that allows for real time interaction for judges and law enforcement personnel. On July 28, 2025, we acquired Emergency Networking, Inc. ( EN ), a SaaS company specializing in cloud-native software for fire departments and emergency medical services agencies. On January 31, 2025, we acquired MyGov, LLC ( MyGov ), a provider of SaaS platform solutions for community development. The actual operating results of Edulink, CG, EN, and MyGov, from their respective dates of acquisition, are included in the operating results of the ES segment.

The actual operating results of Edulink, CG, EN, and MyGov, from their respective dates of acquisition, are included in the operating results of the ES segment.

1 unchanged paragraph

On May 14, 2026, we issued 0.50% Convertible Senior Notes due in 2031 for the aggregate principal amount of $1.44 billion (the 2031 Notes ). The 2031 Notes were issued pursuant to, and are governed by, an indenture (the Indenture ), dated as of May 14, 2026, between the Company and U.S. Bank Trust Company, National Association, as trustee. The net proceeds from the issuance of the 2031 Notes were $1.41 billion, net of initial purchasers discounts of $25.2 million and debt issuance costs of $4.4 million. On May 14, 2026, we used approximately $320.7 million of the net proceeds of the offering of the 2031 Notes to repurchase 1,026,900 shares of our common stock. Including this repurchase, we repurchased approximately 2.4 3.6 million shares under our share repurchase program for the six nine months ended June September 30, 2026.

1 unchanged paragraph

As of June September 30, 2026, the aggregate principal amount due of the 2031 Notes was $1.44 billion.

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We have no outstanding borrowings under the 2026 Credit Agreement, with an available borrowing capacity of $1.0 billion as of June September 30, 2026. See Note 8, Debt, to the condensed consolidated financial statements for discussions of the 2026 Notes, the 2031 Notes and the 2026 Credit Agreement.

For the three and six nine months ended June September 30, 2026, total revenues increased 8.2% 8.7% and 8.4%, 8.5%, respectively, compared to the prior period, primarily due to an increase in subscriptions revenue. Revenues from recent acquisitions contributed $11.4 $13.9 million and $15.3 $29.2 million to the total revenue increase for the three and six nine months ended June September 30, 2026, respectively, compared to the prior period.

Subscriptions revenue grew 12.0% 15.3% and 13.3%, 14.0%, respectively, for the three and six nine months ended June September 30, 2026, compared to the prior period, primarily due to an ongoing shift toward SaaS arrangements for both new and existing clients, along with growth in certain transaction-based revenues. Revenues from recent acquisitions contributed $8.1 $9.8 million and $11.7 $21.5 million to the subscriptions revenue increase for the three and six nine months ended June September 30, 2026, respectively, compared to the prior period.

Our total employee count increased to 7,879 7,972 as of June September 30, 2026, including 237 274 employees who joined us through acquisitions completed since June September 30, 2025. Our employee count was 7,542 7,689 as of June September 30, 2025.

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ARR was $2.24 $2.28 billion and $2.07 $2.05 billion as of June September 30, 2026, and 2025, respectively. ARR increased approximately 8% 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 fee arrangements.

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Three Months Ended June 30, Six Months Ended June 30,

Subscriptions 70.3 % 68.0 % 70.2 % 67.2 %

Maintenance 16.4 18.8 17.1 19.4

Other 3.5 3.4 2.8 2.8

Three Months Ended September 30, Nine Months Ended September 30,

Subscriptions 71.4 % 67.3 % 70.6 % 67.2 %

Maintenance 16.4 18.7 16.8 19.1

Professional services 9.8 9.7 10.9 9.8 9.9 10.6 10.7

Other 2.5 3.1 2.8 3.0

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Subscriptions, maintenance, and professional services 47.6 49.2 47.7 49.2

Other 2.7 2.6 2.1 1.8

General and administrative expense 14.5 12.8 14.1 13.4

Subscriptions, maintenance, and professional services 47.2 48.5 47.5 48.9

Amortization of software development 0.9 0.9 0.9 0.8 1.0 0.9 1.0

Amortization of acquired software 1.3 1.6 1.4 1.7 1.4 1.6

Other 1.4 1.6 1.8 1.7

Sales and marketing expense 6.2 6.1 6.3 6.2 6.3

General and administrative expense 12.6 13.4 13.6 13.4

Research and development expense 9.7 8.5 9.7 8.5 9.8 8.7 9.8 8.6

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Operating income 14.7 16.0 15.5 15.9

Other income, net 0.5 1.4 0.9 1.3

Income before income taxes 18.6 17.2 18.1 17.0

Operating income 18.1 16.4 16.4 16.1

Interest expense (0.5) (0.6) (0.2) (0.3) (0.4) (0.2)

Gain on remeasurement of equity investment 3.9 2.0 1.3

Other income, net 1.2 1.8 1.0 1.5

Income before income taxes 18.7 18.0 18.3 17.4

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Net income 14.4 % 14.2 % 13.9 % 14.2 %

Total subscriptions revenue $ 453,724 $ 405,075 $ 48,649 12 % $ 883,469 $ 780,064 $ 103,405 13 %

Net income 14.7 % 14.1 % 14.2 % 14.3 %

The following table sets forth a comparison of our subscriptions revenue for the three and six nine months ended June September 30 ($ in thousands):

Three Months Ended Change Six Nine Months Ended Change

Total subscriptions revenue $ 462,602 $ 401,094 $ 61,508 15 % $ 1,346,071 $ 1,181,158 $ 164,913 14 %

1 unchanged paragraph

The following table sets forth a comparison of our subscriptions revenue derived from SaaS fees for the three and six nine months ended June September 30 ($ in thousands):

Three Months Ended Change Six Nine Months Ended Change

1 unchanged paragraph

For the three and six nine months ended June September 30, 2026, SaaS fees grew 22% 21% and 23%, 22%, respectively, compared to the prior period. The growth is primarily due to sales to new clients and expansions with existing clients, along with new SaaS revenues from existing on-premises clients converting to our SaaS offerings. Annual price increases for existing clients also contributed to the growth. SaaS revenues from recent acquisitions contributed $8.1 $9.8 million and $11.6 $21.3 million to the total SaaS revenue increase for the three and six nine months ended June September 30, 2026, respectively, compared to the prior period.

1 unchanged paragraph

The following table sets forth a comparison of our subscriptions revenue derived from transaction-based fees for the three and six nine months ended June September 30 ($ in thousands):

Three Months Ended Change Six Nine Months Ended Change

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Total maintenance revenue $ 105,810 $ 112,123 $ (6,313) (6) % $ 214,684 $ 224,924 $ (10,240) (5) %

For the three and six nine months ended June September 30, 2026, transaction-based fees grew 4% 9% and 5%, 6%, respectively, compared to the prior period. The increase in transaction-based fees compared to the prior period are is from new transaction clients and volume increases from online payments and e-filing services, somewhat offset by the decline in revenues of approximately $12.5 $8.3 million and $24.8 $33.0 million, for the three and six nine months ended June September 30, 2026, respectively, due to the wind-down in the fourth quarter of 2025 of one state s payment processing contract.

The following table sets forth a comparison of our maintenance revenue for the three and six nine months ended June September 30 ($ in thousands):

Three Months Ended Change Six Nine Months Ended Change

Total maintenance revenue $ 106,239 $ 111,312 $ (5,073) (5) % $ 320,923 $ 336,236 $ (15,313) (5) %

We provide maintenance and support services for on-premises clients that license our software products and certain third-party software. Maintenance revenue decreased 6% and 5% respectively, for both the three and six nine months ended June September 30, 2026, compared to the prior period primarily due to the impact of clients converting from on-premises license arrangements to SaaS since June September 30, 2025. partially offset by maintenance price increases.

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Total professional services revenue $ 63,166 $ 58,612 $ 4,554 8 % $ 123,973 $ 122,662 $ 1,311 1 %

The following table sets forth a comparison of our professional services revenue for the three and six nine months ended June September 30 ($ in thousands):

Three Months Ended Change Six Nine Months Ended Change

Total professional services revenue $ 62,968 $ 64,728 $ (1,760) (3) % $ 186,941 $ 187,390 $ (449) %

1 unchanged paragraph

Other revenue $ 14,489 $ 12,741 $ 1,748 14 % $ 27,879 $ 25,376 $ 2,503 10 %

Professional services revenue increased 8% decreased 3% and 1%, respectively, remained flat for the three and six nine months ended June September 30, 2026, respectively, compared to the prior period. For the increase three months ended September 30, 2026, the decrease in professional services revenues compared to prior period is primarily due to the timing of time and material projects and the timing of specific reserves taken nearing completion in the prior periods, partially offset by an period and the intentional reduction in custom development. as well as efficiencies in For the delivery of nine months ended September 30, 2026, professional services revenues remained flat primarily due to the timing of specific reserves taken in prior periods.

The following table sets forth a comparison of other revenue for the three and six nine months ended June September 30 ($ in thousands):

Three Months Ended Change Six Nine Months Ended Change

Other revenue $ 15,390 $ 18,264 $ (2,874) (16) % $ 43,269 $ 43,640 $ (371) (1) %

Other revenue primarily consists of software licenses, royalties and computer hardware. Other revenue increased 14% decreased 16% and 10%, 1%, respectively, for the three and six nine months ended June September 30, 2026, compared to the prior period. Other revenue increased The decrease is primarily due to an increase in computer hardware revenue. the increase is somewhat offset by the decline in revenue from software licenses due to the ongoing shift in the mix of new software contracts to SaaS, partially offset by an increase in computer hardware revenue. Refer to the SaaS fees section for further details on our revenue mix shift.

1 unchanged paragraph

Subscriptions, maintenance, and professional services $ 306,783 $ 292,595 $ 14,188 5 % $ 600,330 $ 570,648 $ 29,682 5 %

Amortization of software development 5,579 5,505 74 1 11,203 10,884 319 3

Amortization of acquired software 8,532 9,319 (787) (8) 17,516 18,613 (1,097) (6)

Total cost of revenues $ 338,039 $ 322,933 $ 15,106 5 % $ 655,108 $ 621,017 $ 34,091 5 %

The following table sets forth a comparison of the key components of our cost of revenues for the three and six nine months ended June September 30 ($ in thousands):

Three Months Ended Change Six Nine Months Ended Change

Subscriptions, maintenance, and professional services $ 305,924 $ 289,070 $ 16,854 6 % $ 906,254 $ 859,718 $ 46,536 5 %

Amortization of software development 5,470 6,195 (725) (12) 16,673 17,079 (406) (2)

Amortization of acquired software 8,786 9,376 (590) (6) 26,302 27,989 (1,687) (6)

Total cost of revenues $ 329,357 $ 314,427 $ 14,930 5 % $ 984,465 $ 935,444 $ 49,021 5 %

1 unchanged paragraph

The following table sets forth a comparison of our costs of subscriptions, maintenance, and professional services for the three and six nine months ended June September 30 ($ in thousands):

Three Months Ended Change Six Nine Months Ended Change

2 unchanged paragraphs

The cost of subscriptions, maintenance, and professional services for both the three and six nine months ended June September 30, 2026, increased 6% and 5%, respectively, compared to the prior period. For the three months ended June September 30, 2026, the increase is primarily due to a $19.0 $21.0 million increase in merchant fees related to higher activity and an increase in interchange fee rates, an increase of $5.5 $4.5 million in hosting costs as we expand our SaaS client base and transition from our proprietary data centers to the public cloud, and a $3.3 $4.9 million increase from recent acquisitions. The increases were partially offset by an $11.0 a $7.2 million reduction in merchant fees following the wind-down in the fourth quarter of 2025 of a state payment processing contract and the redeployment of resources to research and development due to continued migration of clients to our SaaS products and the consolidation of versions of on-premises software products with support obligations.

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and 85 more changes in the filing

Market risk 1 change

1 unchanged paragraph

As of June September 30, 2026, we had no outstanding borrowings under our 2026 Credit Agreement, that which has available borrowing capacity of $1.0 billion.

1 unchanged paragraph

Controls and procedures 2 changes

1 unchanged paragraph

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act) designed to provide reasonable assurance that the information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC s rules and forms. These include controls and procedures designed to ensure that this information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosures. Management, with the participation of the chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of June September 30, 2026. Based on this evaluation, the chief executive officer and chief financial officer have concluded that our disclosure controls and procedures were effective as of June September 30, 2026.

1 unchanged paragraph

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 June September 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Risk factors 1 change

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 2025 Annual Report on Form 10-K filed on February 18, 2026. 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 occur or materialize. 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 six nine months ended June September 30, 2026, 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, 2025.

Unregistered sales of stock 13 changes

During the three months ended June September 30, 2026, we repurchased $504.9 $379.1 million of our common stock and withheld shares valued at $9.0 $0.6 million 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 June September 30, 2026, is as follows:

1 unchanged paragraph

Three months ended March 31 $ 749,936,800

April 1 through April 30 298,144 $ 325.97 298,144 653,357,121

May 1 through May 31 1,026,900 312.27 1,026,900 332,687,058

June 1 through June 30 326,429 296.24 297,718 244,995,181

Six months ended June 30 $ 244,995,181

July 1 through July 31 38,502 $ 311.69 38,502 1,732,994,574

August 1 through August 31 752,580 325.54 752,580 1,487,999,919

September 1 through September 30 359,203 341.47 357,307 1,365,901,942

On February 3, 2026, our Board of Directors authorized the repurchase of $1.0 billion, excluding excise taxes, of our common stock, which replaced and superseded all previous share repurchase authorizations. On July 24, 2026, the our Board of Directors authorized an additional $1.5 billion share repurchase plan. The plan allows us to repurchase shares at our discretion, and there is no expiration date. The plan replaces and supersedes any previous authorizations, except that the Company s Chief Executive Officer and Chief Financial Officer may continue to cause the Company to repurchase any amounts not yet repurchased under previous authorizations. As of July 29, October 28, 2026, we have remaining authorization from our Board of Directors to repurchase up to approximately $1.745 $1.334 billion of our common stock.

1 I ncludes 28,711 1,896 shares withheld by us to satisfy the minimum tax obligations of employees due upon vesting of restricted stock awards. The level of this acquisition activity varies from period to period based upon the timing of award grants and vesting. Also includes 1,622,762 1,148,389 shares for common stock repurchases under our authorized share repurchase program.

2 Amount excludes impact of excise taxes of $6.2 $9.9 million imposed on corporate stock repurchases required under the Inflation Reduction Act of 2022.

Other information 2 changes

On September 15, 2026 , Tyler Technologies, Inc . executed a Rule 10b5-1 trading plan under which trading could not begin until September 16, 2026, and that terminates no later than October 29, 2026 . Additional information is available in the Form 8-K filed on September 15, 2026. Under the Rule 10b5-1 trading plan, the Company is allowed to repurchase up to $260.0 million of shares of our common stock.

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On March 13, 2026, Tyler Technologies, Inc. executed a Rule 10b5-1 trading plan under which trading could not begin until March 16, 2026, and that terminates no later than April 30, 2026. Additional information is available in the Form 8-K filed on March 13, 2026. Under the Rule 10b5-1 trading plan, the Company is allowed to repurchase up to $200.0 million of shares of our common stock.

Exhibits 3 changes

Indenture, dated as of May 14, 2026, between Tyler Technologies, Inc. and U.S. Bank Trust Company, National Association, as trustee, relating to the 0.50% Convertible Senior Notes due 2031 (filed as Exhibit 4.1 to our Form 8-K dated May 14, 2026, and incorporated by reference herein)

Amended and Restated Credit Agreement dated May 28,2026, among Tyler Technologies Inc. and Wells Fargo, N. A. as Administrative Agent and other lenders party hereto (filed as Exhibit 10.1 to our Form 8-K dated May 29, 2026, and incorporated by reference herein)

14 unchanged paragraphs

Date: October 28, 2026

Unchanged: Legal proceedings, Defaults on senior securities, Mine Safety Disclosures

Compared by code from the two filings' text and XBRL. Not advice.

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