{"success":true,"data":{"pressRelease":{"id":"30751","rtpr_id":"nBw2BBb23a","ticker":"TYL","exchange":"NYSE","all_tickers":["TYL"],"title":"Tyler Technologies, Inc. Prices Upsized Offering of $1.25 Billion Convertible Senior Notes due 2031","author":"Business Wire","published_at":"2026-05-12T04:24:00.084Z","article_body":"Tyler Technologies, Inc. Prices Upsized Offering of $1.25 Billion Convertible\nSenior Notes due 2031\n\n\n * Opportunistic capital raise with proceeds used to enhance financial\nflexibility and fund concurrent share repurchases\n\n * A portion of the proceeds to be used to purchase capped calls intended to\noffset potential dilution to Tyler’s common stock upon conversion of the\nNotes\n\nTyler Technologies, Inc\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.tylertech.com&esheet=54534084&newsitemid=20260511961322&lan=en-US&anchor=Tyler+Technologies%2C+Inc&index=1&md5=55a7500ad5c032dde7d2af96ddd60f47)\n. (NYSE: TYL) today announced the pricing of its offering of $1,250,000,000\naggregate principal amount of 0.50% convertible senior notes due 2031 (the\n“Notes”) in a private offering to persons reasonably believed to be\n“qualified institutional buyers” pursuant to Rule 144A under the\nSecurities Act of 1933, as amended (the “Securities Act”). The offering\nsize was increased from the previously announced offering size of\n$1,000,000,000 aggregate principal amount of Notes. The issuance and sale of\nthe Notes are scheduled to settle on May 14, 2026, subject to customary\nclosing conditions. Tyler also granted the initial purchasers of the Notes an\noption to purchase, for settlement within a period of 13 days from, and\nincluding, the date the Notes are first issued, up to an additional\n$187,500,000 aggregate principal amount of Notes.\n\nThe Notes will be senior, unsecured obligations of Tyler and will accrue\ninterest at a rate of 0.50% per annum, in each case payable semi-annually in\narrears on July 15 and January 15 of each year, beginning on January 15, 2027.\nThe Notes will mature on July 15, 2031 unless earlier repurchased, redeemed or\nconverted. Before April 15, 2031, holders of the Notes will have the right to\nconvert their Notes only upon the occurrence of certain events. From and\nincluding April 15, 2031, holders of the Notes may convert their Notes at any\ntime at their election until the close of business on the second scheduled\ntrading day immediately before the maturity date. Tyler will settle\nconversions of the Notes either entirely in cash or in a combination of cash\nand shares of its common stock, at Tyler’s election. However, upon\nconversion of any Notes, the conversion value, which will be determined\nproportionately over a period of multiple trading days, will be paid in cash\nup to the principal amount of the Notes being converted. The initial\nconversion rate of the Notes is 2.4634 shares of common stock per $1,000\nprincipal amount of Notes (which represents an initial conversion price of\napproximately $405.94 per share of common stock). The initial conversion price\nrepresents a premium of approximately 30.0% over the last reported sale price\nof Tyler’s common stock on the New York Stock Exchange of $312.27 per share\non May 11, 2026. The conversion rate and conversion price will be subject to\nadjustment upon the occurrence of certain events.\n\nThe Notes will be redeemable, in whole or in part (subject to certain\nlimitations), for cash at Tyler’s option at any time, and from time to time,\non or after July 20, 2029, and on or before the 30th scheduled trading day\nimmediately before the maturity date, but only if the last reported sale price\nper share of Tyler’s common stock exceeds 130% of the conversion price for a\nspecified period of time and certain other conditions are satisfied. The\nredemption price will be equal to the principal amount of the Notes to be\nredeemed, plus accrued and unpaid interest, if any, to, but excluding, the\nredemption date. Holders of the Notes will have the right to require Tyler to\nrepurchase their Notes upon the occurrence of a fundamental change (as defined\nin the indentures governing the Notes) at a cash repurchase price equal to the\nprincipal amount of the Notes to be repurchased, plus accrued and unpaid\ninterest, if any, to, but excluding, the fundamental change repurchase date.\n\nTyler estimates that the net proceeds from the offering will be approximately\n$1,224.3 million (or approximately $1,408.1 million if the initial purchasers\nfully exercise their option to purchase additional Notes), after deducting the\ninitial purchasers’ discounts and commissions and estimated offering\nexpenses. Tyler intends to use approximately $162.8 million of the net\nproceeds to fund the cost of entering into the capped call transactions\ndescribed below. Tyler expects to use approximately $320.7 million of the net\nproceeds to repurchase 1,026,900 shares of its common stock concurrently with\nthe offering in privately negotiated transactions effected through one of the\ninitial purchasers of the Notes or its affiliate, as Tyler’s agent, under\nTyler’s share repurchase program. Tyler intends to use the remainder of the\nnet proceeds for general corporate purposes. If the initial purchasers\nexercise their option to purchase additional Notes, then Tyler intends to use\na portion of the additional net proceeds to fund the cost of entering into\nadditional capped call transactions as described below. The concurrent\nrepurchases of shares of Tyler’s common stock described above may result in\nTyler’s common stock trading at prices that are higher than would be the\ncase in the absence of these repurchases and may have affected the initial\nterms of the Notes, including the initial conversion price.\n\nIn connection with the pricing of the Notes, Tyler entered into privately\nnegotiated capped call transactions with one or more of the initial purchasers\nor their affiliates or one or more other financial institutions (the “Option\nCounterparties”). The capped call transactions will cover, subject to\nanti-dilution adjustments substantially similar to those applicable to the\nNotes, the number of shares of Tyler’s common stock underlying the Notes. If\nthe initial purchasers exercise their option to purchase additional Notes,\nthen Tyler expects to enter into additional capped call transactions with the\nOption Counterparties.\n\nThe cap price of the capped call transactions will initially be approximately\n$655.77 per share, which represents a premium of approximately 110% over the\nlast reported sale price of $312.27 per share of Tyler’s common stock on May\n11, 2026, and is subject to certain adjustments under the terms of the capped\ncall transactions.\n\nThe capped call transactions are expected generally to reduce the potential\ndilution to Tyler’s common stock upon any conversion of the Notes and/or\noffset any potential cash payments Tyler is required to make in excess of the\nprincipal amount of converted Notes, as the case may be, upon conversion of\nthe Notes. If, however, the market price per share of Tyler’s common stock,\nas measured under the terms of the capped call transactions, exceeds the cap\nprice of the capped call transactions, there would nevertheless be dilution\nand/or there would not be an offset of such potential cash payments, in each\ncase, to the extent that such market price exceeds the cap price of the capped\ncall transactions.\n\nIn connection with establishing their initial hedges of the capped call\ntransactions, the Option Counterparties or their respective affiliates expect\nto enter into various derivative transactions with respect to Tyler’s common\nstock and/or purchase shares of Tyler’s common stock concurrently with or\nshortly after the pricing of the Notes. This activity could increase (or\nreduce the size of any decrease in) the market price of Tyler’s common stock\nor the Notes at that time.\n\nIn addition, the Option Counterparties or their respective affiliates may\nmodify their hedge positions by entering into or unwinding various derivatives\nwith respect to Tyler’s common stock and/or purchasing or selling Tyler’s\ncommon stock or other securities of Tyler in secondary market transactions\nfollowing the pricing of the Notes and prior to the maturity of the Notes (and\nare likely to do so (x) following any conversion of the Notes, any repurchase\nof the Notes by Tyler on any fundamental change repurchase date or any\nredemption date, (y) following any other repurchase of the Notes if Tyler\nelects to unwind a corresponding portion of the capped call transactions in\nconnection with such repurchase and (z) if Tyler otherwise elects to unwind\nall or a portion of the capped call transactions). This activity could also\ncause or avoid an increase or decrease in the market price of Tyler’s common\nstock or the Notes, which could affect the ability to convert the Notes, and,\nto the extent the activity occurs during any observation period related to a\nconversion of Notes, it could affect the number of shares and value of the\nconsideration that holders of the Notes will receive upon conversion of the\nNotes.\n\nAs described above, Tyler intends to use a portion of the net proceeds of the\noffering to repurchase shares of its common stock concurrently with the\npricing of the offering in privately negotiated transactions. These\nrepurchases, and any other repurchases of shares of Tyler’s common stock,\nmay increase, or reduce the size of a decrease in, the trading price of\nTyler’s common stock, and repurchases executed concurrently with the pricing\nof the offering may have affected the initial terms of the Notes, including\nthe initial conversion price.\n\nThe offer and sale of the Notes and any shares of common stock issuable upon\nconversion of the Notes have not been, and will not be, registered under the\nSecurities Act or any other securities laws, and the Notes and any such shares\ncannot be offered or sold except pursuant to an exemption from, or in a\ntransaction not subject to, the registration requirements of the Securities\nAct and any other applicable securities laws.\n\nThis press release does not constitute an offer to sell, or the solicitation\nof an offer to buy, the Notes or any shares of common stock issuable upon\nconversion of the Notes, nor will there be any offer, solicitation or sale of\nthe Notes or any such shares, in any state or other jurisdiction in which such\noffer, solicitation or sale would be unlawful.\n\nAbout Tyler Technologies, Inc.\n\nTyler Technologies (NYSE: TYL) is a leading provider of technology solutions\npurpose-built exclusively for the public sector. Tyler’s end-to-end\nsolutions empower local, state, and federal government entities to operate\nefficiently and transparently with residents and each other. By connecting\ndata and processes across disparate systems, Tyler’s solutions strengthen\nthe core operations of government and help agencies turn insight into action\nfor their communities. With nearly 47,000 successful installations across\n15,000 locations, Tyler serves clients in all 50 states, Canada, the\nCaribbean, Australia, and other international locations. Tyler has been\nrecognized numerous times for growth and innovation, including on Government\nTechnology’s GovTech 100 list.\n\nForward-Looking Statements\n\nThis press release includes forward-looking statements, including statements\nregarding the completion of the offering and the expected amount and intended\nuse of the net proceeds and the effects of entering into the capped call\ntransactions described above. Forward-looking statements represent Tyler’s\ncurrent expectations regarding future events and are subject to known and\nunknown risks and uncertainties that could cause actual results to differ\nmaterially from those indicated in, or implied by, the forward-looking\nstatements. Among those risks and uncertainties are market conditions, the\nsatisfaction of the closing conditions related to the offering and risks\nrelating to Tyler’s business, including those described in periodic reports\nthat Tyler files from time to time with the Securities and Exchange\nCommission. Tyler may not consummate the offering described in this press\nrelease and, if the offering is consummated, cannot provide any assurances\nregarding its ability to effectively apply the net proceeds as described\nabove. The forward-looking statements included in this press release speak\nonly as of the date of this press release, and Tyler does not undertake to\nupdate the statements included in this press release for subsequent\ndevelopments, except as may be required by law.\n\n#TYL_Financial\n\n\n\nView source version on businesswire.com:\nhttps://www.businesswire.com/news/home/20260511961322/en/\n(https://www.businesswire.com/news/home/20260511961322/en/)\n\nContact: Jennifer Kepler\n\nTyler Technologies\n\n972.713.3770\n\nMedia.team@tylertech.com (mailto:Media.team@tylertech.com)\n\n\nCopyright Business Wire 2026","article_body_html":"","raw_payload":{"data":{"id":"nBw2BBb23a","title":"Tyler Technologies, Inc. Prices Upsized Offering of $1.25 Billion Convertible Senior Notes due 2031","author":"Business Wire","ticker":"TYL","created":"2026-05-12T04:24:00.084Z","tickers":["TYL"],"exchange":"NYSE","article_body":"Tyler Technologies, Inc. Prices Upsized Offering of $1.25 Billion Convertible\nSenior Notes due 2031\n\n\n * Opportunistic capital raise with proceeds used to enhance financial\nflexibility and fund concurrent share repurchases\n\n * A portion of the proceeds to be used to purchase capped calls intended to\noffset potential dilution to Tyler’s common stock upon conversion of the\nNotes\n\nTyler Technologies, Inc\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.tylertech.com&esheet=54534084&newsitemid=20260511961322&lan=en-US&anchor=Tyler+Technologies%2C+Inc&index=1&md5=55a7500ad5c032dde7d2af96ddd60f47)\n. (NYSE: TYL) today announced the pricing of its offering of $1,250,000,000\naggregate principal amount of 0.50% convertible senior notes due 2031 (the\n“Notes”) in a private offering to persons reasonably believed to be\n“qualified institutional buyers” pursuant to Rule 144A under the\nSecurities Act of 1933, as amended (the “Securities Act”). The offering\nsize was increased from the previously announced offering size of\n$1,000,000,000 aggregate principal amount of Notes. The issuance and sale of\nthe Notes are scheduled to settle on May 14, 2026, subject to customary\nclosing conditions. Tyler also granted the initial purchasers of the Notes an\noption to purchase, for settlement within a period of 13 days from, and\nincluding, the date the Notes are first issued, up to an additional\n$187,500,000 aggregate principal amount of Notes.\n\nThe Notes will be senior, unsecured obligations of Tyler and will accrue\ninterest at a rate of 0.50% per annum, in each case payable semi-annually in\narrears on July 15 and January 15 of each year, beginning on January 15, 2027.\nThe Notes will mature on July 15, 2031 unless earlier repurchased, redeemed or\nconverted. Before April 15, 2031, holders of the Notes will have the right to\nconvert their Notes only upon the occurrence of certain events. From and\nincluding April 15, 2031, holders of the Notes may convert their Notes at any\ntime at their election until the close of business on the second scheduled\ntrading day immediately before the maturity date. Tyler will settle\nconversions of the Notes either entirely in cash or in a combination of cash\nand shares of its common stock, at Tyler’s election. However, upon\nconversion of any Notes, the conversion value, which will be determined\nproportionately over a period of multiple trading days, will be paid in cash\nup to the principal amount of the Notes being converted. The initial\nconversion rate of the Notes is 2.4634 shares of common stock per $1,000\nprincipal amount of Notes (which represents an initial conversion price of\napproximately $405.94 per share of common stock). The initial conversion price\nrepresents a premium of approximately 30.0% over the last reported sale price\nof Tyler’s common stock on the New York Stock Exchange of $312.27 per share\non May 11, 2026. The conversion rate and conversion price will be subject to\nadjustment upon the occurrence of certain events.\n\nThe Notes will be redeemable, in whole or in part (subject to certain\nlimitations), for cash at Tyler’s option at any time, and from time to time,\non or after July 20, 2029, and on or before the 30th scheduled trading day\nimmediately before the maturity date, but only if the last reported sale price\nper share of Tyler’s common stock exceeds 130% of the conversion price for a\nspecified period of time and certain other conditions are satisfied. The\nredemption price will be equal to the principal amount of the Notes to be\nredeemed, plus accrued and unpaid interest, if any, to, but excluding, the\nredemption date. Holders of the Notes will have the right to require Tyler to\nrepurchase their Notes upon the occurrence of a fundamental change (as defined\nin the indentures governing the Notes) at a cash repurchase price equal to the\nprincipal amount of the Notes to be repurchased, plus accrued and unpaid\ninterest, if any, to, but excluding, the fundamental change repurchase date.\n\nTyler estimates that the net proceeds from the offering will be approximately\n$1,224.3 million (or approximately $1,408.1 million if the initial purchasers\nfully exercise their option to purchase additional Notes), after deducting the\ninitial purchasers’ discounts and commissions and estimated offering\nexpenses. Tyler intends to use approximately $162.8 million of the net\nproceeds to fund the cost of entering into the capped call transactions\ndescribed below. Tyler expects to use approximately $320.7 million of the net\nproceeds to repurchase 1,026,900 shares of its common stock concurrently with\nthe offering in privately negotiated transactions effected through one of the\ninitial purchasers of the Notes or its affiliate, as Tyler’s agent, under\nTyler’s share repurchase program. Tyler intends to use the remainder of the\nnet proceeds for general corporate purposes. If the initial purchasers\nexercise their option to purchase additional Notes, then Tyler intends to use\na portion of the additional net proceeds to fund the cost of entering into\nadditional capped call transactions as described below. The concurrent\nrepurchases of shares of Tyler’s common stock described above may result in\nTyler’s common stock trading at prices that are higher than would be the\ncase in the absence of these repurchases and may have affected the initial\nterms of the Notes, including the initial conversion price.\n\nIn connection with the pricing of the Notes, Tyler entered into privately\nnegotiated capped call transactions with one or more of the initial purchasers\nor their affiliates or one or more other financial institutions (the “Option\nCounterparties”). The capped call transactions will cover, subject to\nanti-dilution adjustments substantially similar to those applicable to the\nNotes, the number of shares of Tyler’s common stock underlying the Notes. If\nthe initial purchasers exercise their option to purchase additional Notes,\nthen Tyler expects to enter into additional capped call transactions with the\nOption Counterparties.\n\nThe cap price of the capped call transactions will initially be approximately\n$655.77 per share, which represents a premium of approximately 110% over the\nlast reported sale price of $312.27 per share of Tyler’s common stock on May\n11, 2026, and is subject to certain adjustments under the terms of the capped\ncall transactions.\n\nThe capped call transactions are expected generally to reduce the potential\ndilution to Tyler’s common stock upon any conversion of the Notes and/or\noffset any potential cash payments Tyler is required to make in excess of the\nprincipal amount of converted Notes, as the case may be, upon conversion of\nthe Notes. If, however, the market price per share of Tyler’s common stock,\nas measured under the terms of the capped call transactions, exceeds the cap\nprice of the capped call transactions, there would nevertheless be dilution\nand/or there would not be an offset of such potential cash payments, in each\ncase, to the extent that such market price exceeds the cap price of the capped\ncall transactions.\n\nIn connection with establishing their initial hedges of the capped call\ntransactions, the Option Counterparties or their respective affiliates expect\nto enter into various derivative transactions with respect to Tyler’s common\nstock and/or purchase shares of Tyler’s common stock concurrently with or\nshortly after the pricing of the Notes. This activity could increase (or\nreduce the size of any decrease in) the market price of Tyler’s common stock\nor the Notes at that time.\n\nIn addition, the Option Counterparties or their respective affiliates may\nmodify their hedge positions by entering into or unwinding various derivatives\nwith respect to Tyler’s common stock and/or purchasing or selling Tyler’s\ncommon stock or other securities of Tyler in secondary market transactions\nfollowing the pricing of the Notes and prior to the maturity of the Notes (and\nare likely to do so (x) following any conversion of the Notes, any repurchase\nof the Notes by Tyler on any fundamental change repurchase date or any\nredemption date, (y) following any other repurchase of the Notes if Tyler\nelects to unwind a corresponding portion of the capped call transactions in\nconnection with such repurchase and (z) if Tyler otherwise elects to unwind\nall or a portion of the capped call transactions). This activity could also\ncause or avoid an increase or decrease in the market price of Tyler’s common\nstock or the Notes, which could affect the ability to convert the Notes, and,\nto the extent the activity occurs during any observation period related to a\nconversion of Notes, it could affect the number of shares and value of the\nconsideration that holders of the Notes will receive upon conversion of the\nNotes.\n\nAs described above, Tyler intends to use a portion of the net proceeds of the\noffering to repurchase shares of its common stock concurrently with the\npricing of the offering in privately negotiated transactions. These\nrepurchases, and any other repurchases of shares of Tyler’s common stock,\nmay increase, or reduce the size of a decrease in, the trading price of\nTyler’s common stock, and repurchases executed concurrently with the pricing\nof the offering may have affected the initial terms of the Notes, including\nthe initial conversion price.\n\nThe offer and sale of the Notes and any shares of common stock issuable upon\nconversion of the Notes have not been, and will not be, registered under the\nSecurities Act or any other securities laws, and the Notes and any such shares\ncannot be offered or sold except pursuant to an exemption from, or in a\ntransaction not subject to, the registration requirements of the Securities\nAct and any other applicable securities laws.\n\nThis press release does not constitute an offer to sell, or the solicitation\nof an offer to buy, the Notes or any shares of common stock issuable upon\nconversion of the Notes, nor will there be any offer, solicitation or sale of\nthe Notes or any such shares, in any state or other jurisdiction in which such\noffer, solicitation or sale would be unlawful.\n\nAbout Tyler Technologies, Inc.\n\nTyler Technologies (NYSE: TYL) is a leading provider of technology solutions\npurpose-built exclusively for the public sector. Tyler’s end-to-end\nsolutions empower local, state, and federal government entities to operate\nefficiently and transparently with residents and each other. By connecting\ndata and processes across disparate systems, Tyler’s solutions strengthen\nthe core operations of government and help agencies turn insight into action\nfor their communities. With nearly 47,000 successful installations across\n15,000 locations, Tyler serves clients in all 50 states, Canada, the\nCaribbean, Australia, and other international locations. Tyler has been\nrecognized numerous times for growth and innovation, including on Government\nTechnology’s GovTech 100 list.\n\nForward-Looking Statements\n\nThis press release includes forward-looking statements, including statements\nregarding the completion of the offering and the expected amount and intended\nuse of the net proceeds and the effects of entering into the capped call\ntransactions described above. Forward-looking statements represent Tyler’s\ncurrent expectations regarding future events and are subject to known and\nunknown risks and uncertainties that could cause actual results to differ\nmaterially from those indicated in, or implied by, the forward-looking\nstatements. Among those risks and uncertainties are market conditions, the\nsatisfaction of the closing conditions related to the offering and risks\nrelating to Tyler’s business, including those described in periodic reports\nthat Tyler files from time to time with the Securities and Exchange\nCommission. Tyler may not consummate the offering described in this press\nrelease and, if the offering is consummated, cannot provide any assurances\nregarding its ability to effectively apply the net proceeds as described\nabove. The forward-looking statements included in this press release speak\nonly as of the date of this press release, and Tyler does not undertake to\nupdate the statements included in this press release for subsequent\ndevelopments, except as may be required by law.\n\n#TYL_Financial\n\n\n\nView source version on businesswire.com:\nhttps://www.businesswire.com/news/home/20260511961322/en/\n(https://www.businesswire.com/news/home/20260511961322/en/)\n\nContact: Jennifer Kepler\n\nTyler Technologies\n\n972.713.3770\n\nMedia.team@tylertech.com (mailto:Media.team@tylertech.com)\n\n\nCopyright Business Wire 2026"},"type":"article","timestamp":"2026-05-12T04:24:00.133026745Z","server_sent_at_ms":1778559840133},"received_at":"2026-05-12T04:24:00.188Z","source_url":"https://www.businesswire.com/news/home/20260511961322/en/"},"analysis":{"id":"22790","press_release_id":"30751","analysis_json":{"industry":{"label":"Software","sector":"Information Technology"},"redFlags":[],"eventType":"offering","narrative":"Tyler Technologies priced an upsized $1.25B offering of 0.50% convertible senior notes due 2031, increasing from the previously announced $1B size.\n\nThe company plans to use approximately $320.7M of the proceeds to repurchase ~1M shares concurrently and $162.8M to fund capped call transactions aimed at offsetting dilution.\n\nNet proceeds are estimated at $1.22B, with the remainder earmarked for general corporate purposes; the initial conversion price represents a 30% premium to the last close.","sentiment":"neutral","agentHooks":{"shouldPost":true,"suggestedAngle":"TYL upsizes convertible offering to $1.25B with concurrent buyback and capped calls to manage dilution."},"keyFigures":{"guidance":"Net proceeds ~$1.22B (or ~$1.41B if option exercised); ~$162.8M for capped calls; ~$320.7M for buyback; remainder for general corporate purposes","dealValueUsd":1250000000,"offeringPrice":0.5,"sharesOffered":1026900,"customDimensions":{"cap_price":"$655.77","cap_premium":"110%","coupon_rate":"0.50%","maturity_year":2031,"conversion_rate":"2.4634 shares per $1,000 principal","conversion_price":"$405.94","conversion_premium":"30%","additional_option_amount":187500000}},"quotedText":"Opportunistic capital raise with proceeds used to enhance financial flexibility and fund concurrent share repurchases","namedEntities":{"people":[{"name":"Jennifer Kepler","role":"Contact"}],"products":[],"companies":[{"name":"Tyler Technologies, Inc.","ticker":"TYL"}],"dollarAmounts":[{"amount":"$1,250,000,000","context":"aggregate principal amount of Notes"},{"amount":"$1,000,000,000","context":"previously announced offering size"},{"amount":"$187,500,000","context":"additional principal amount option"},{"amount":"0.50%","context":"interest rate per annum"},{"amount":"$405.94","context":"initial conversion price per share"},{"amount":"$312.27","context":"last reported sale price on May 11, 2026"},{"amount":"$1,224.3 million","context":"estimated net proceeds from offering"},{"amount":"$1,408.1 million","context":"estimated net proceeds if option fully exercised"},{"amount":"$162.8 million","context":"net proceeds for capped call transactions"},{"amount":"$320.7 million","context":"net proceeds for share repurchases"},{"amount":"$655.77","context":"cap price of capped call transactions"}]},"materialImpact":{"score":4,"reasoning":"Large $1.25B convertible offering (upsized from $1B) is a material capital structure change. Concurrent $320.7M buyback and capped calls mitigate dilution, but the complexity and size of the transaction are significant."},"tickerRelevance":{"others":[],"primary":"TYL"},"globalImportance":45,"audienceRelevance":35,"eventTypeSecondary":["dilution","buyback"],"importanceComponents":{"eventGravity":"large_convert_offering_with_buyback","sectorWeight":"it_services","marketCapAdjustment":"mid_cap_impact"}},"event_type":"offering","event_type_secondary":["dilution","buyback"],"sentiment":"neutral","material_impact_score":4,"narrative":"Tyler Technologies priced an upsized $1.25B offering of 0.50% convertible senior notes due 2031, increasing from the previously announced $1B size.\n\nThe company plans to use approximately $320.7M of the proceeds to repurchase ~1M shares concurrently and $162.8M to fund capped call transactions aimed at offsetting dilution.\n\nNet proceeds are estimated at $1.22B, with the remainder earmarked for general corporate purposes; the initial conversion price represents a 30% premium to the last close.","key_figures":{"guidance":"Net proceeds ~$1.22B (or ~$1.41B if option exercised); ~$162.8M for capped calls; ~$320.7M for buyback; remainder for general corporate purposes","dealValueUsd":1250000000,"offeringPrice":0.5,"sharesOffered":1026900,"customDimensions":{"cap_price":"$655.77","cap_premium":"110%","coupon_rate":"0.50%","maturity_year":2031,"conversion_rate":"2.4634 shares per $1,000 principal","conversion_price":"$405.94","conversion_premium":"30%","additional_option_amount":187500000}},"named_entities":{"people":[{"name":"Jennifer Kepler","role":"Contact"}],"products":[],"companies":[{"name":"Tyler Technologies, Inc.","ticker":"TYL"}],"dollarAmounts":[{"amount":"$1,250,000,000","context":"aggregate principal amount of Notes"},{"amount":"$1,000,000,000","context":"previously announced offering size"},{"amount":"$187,500,000","context":"additional principal amount option"},{"amount":"0.50%","context":"interest rate per annum"},{"amount":"$405.94","context":"initial conversion price per share"},{"amount":"$312.27","context":"last reported sale price on May 11, 2026"},{"amount":"$1,224.3 million","context":"estimated net proceeds from offering"},{"amount":"$1,408.1 million","context":"estimated net proceeds if option fully exercised"},{"amount":"$162.8 million","context":"net proceeds for capped call transactions"},{"amount":"$320.7 million","context":"net proceeds for share repurchases"},{"amount":"$655.77","context":"cap price of capped call transactions"}]},"model_name":"Qwen/Qwen2.5-72B-Instruct-AWQ","prompt_hash":"sha256:a76fb3b19e8e8b7b","schema_hash":"sha256:8658c370b800cf3d","created_at":"2026-05-12T04:32:07.900Z","global_importance":45,"audience_relevance":35,"importance_components":{"eventGravity":"large_convert_offering_with_buyback","sectorWeight":"it_services","marketCapAdjustment":"mid_cap_impact"}},"durationMs":282031,"modelName":"george-droid-qwen-72b"}}