TYL: Material agreement · New financial obligation · Unregistered securities sale · Other company developments

Item 1.01 Entry into a Material Definitive Agreement. Indenture and Notes On May 14, 2026, Tyler Technologies, Inc. (the “Company”) issued $1,437,500,000 aggregate principal amount of its 0.50% Convertible Senior Notes due 2031 (the “Notes”). The 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 “Trustee”). Pursuant to the purchase agreement between the Company and the representatives of the initial purchasers of the Notes, the Company granted the initial purchasers an option to purchase, for settlement within a period of 13 days from, and including, the date the Notes are first issued, up to an additional $187,500,000 aggregate principal amount of Notes. The Notes issued on May 14, 2026 include $187,500,000 aggregate principal amount of Notes issued pursuant to the full exercise by the initial purchasers of such option. The Notes are the Company’s senior, unsecured obligations and are (i) equal in right of payment with the Company’s existing and future senior, unsecured indebtedness; (ii) senior in right of payment to the Company’s existing and future indebtedness that is expressly subordinated to the Notes; (iii) effectively subordinated to the Company’s existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company’s subsidiaries. The Notes will accrue interest at a rate of 0.50% per annum, payable semi-annually in arrears on July 15 and January 15 of eac