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Tyler Technologies, Inc. Announces Closing of Upsized Offering of $1,437,500,000 of 0.50% Convertible Senior Notes due 2031

  • Tyler Technologies closed a private offering of $1.4375 billion aggregate principal amount of 0.50% Convertible Senior Notes due July 15, 2031, including the full exercise of the initial purchasers' option for an additional $187.5 million.
  • Capped call transactions increased the effective conversion price to approximately $655.77 per share, representing a 110% premium above the May 11, 2026 market price.
  • Approximately $320.7 million of the net proceeds was used to repurchase 1,026,900 shares of common stock.
  • The initial conversion price is set at approximately $405.94 per share, reflecting a 30% premium over the last reported sale price of $312.27 on May 11, 2026.
  • Net proceeds from the issuance totaled approximately $1,408.1 million after deducting discounts, commissions, 8and estimated offering expenses.
  • Approximately $187.2 million of the net proceeds funded the cost of the capped call transactions to reduce potential dilution or offset cash payments in excess of the principal amount upon conversion.
  • Tyler intends to use the remaining net proceeds for general corporate purposes 8and may settle conversions either entirely in cash or in a combination of cash 8and shares at its election.
  • Year-to-date, Tyler has repurchased approximately 2.1 million shares for approximately $667 million, supporting its $1 billion share repurchase authorization.