As filed with the Securities and Exchange Commission on May 16, 2024    Registration No. 333-    
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TYLER TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware    75-2303920
(State or other jurisdiction of incorporation or organization)


5101 Tennyson Parkway
Plano, Texas 75024
(Address of registrant’s principal executive offices)
TYLER TECHNOLOGIES, INC. 2018 STOCK INCENTIVE PLAN
(Full title of plan)

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


Abigail Diaz
Chief Legal Officer and Secretary
Tyler Technologies, Inc.
5101 Tennyson Parkway
Plano, Texas 75024
(972) 713-3700
(Name and address and telephone number, including area code, of registrant’s agent for service)


with copy to:
Victoria R. Westerhaus, Esq.
Sandberg Phoenix & von Gontard P.C.
4600 Madison Avenue, Suite 1000
Kansas City, MO 64112
(816) 627-5332

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☑        Accelerated filer ☐            Non-accelerated filer ☐ (Do not check if a smaller reporting company)    Smaller reporting company ☐    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 7(a)(2)(B) of the Securities Act. ☐



EXPLANATORY STATEMENT

This registration statement is filed by Tyler Technologies, Inc., a Delaware corporation (the “Company”) for the purpose of registering 4,600,000 shares of the Company’s Common Stock under the Tyler Technologies, Inc. Amended and Restated 2018 Stock Incentive Plan (the “Amended and Restated 2018 Plan”), which was adopted by the Company’s board of directors on March 18, 2024 and approved by the Company’s shareholders on May 9, 2024.
The total number of up to 14,100,000 shares of Common Stock subject to the Amended and Restated 2018 Plan includes (i) 4,600,000 newly authorized shares of Common Stock, (ii) 182,335 shares of Common Stock remaining available for grant of awards under the 2018 Plan immediately prior to the effectiveness of the Amended and Restated 2018 Plan, and (iii) 9,317,665 shares of Common Stock subject to outstanding awards under the 2018 Plan immediately prior to the effectiveness of the Amended and Restated 2018 Plan.
We previously filed (i) the Registration Statement on Form S-8 (File No. 333-168499) with the Securities and Exchange Commission on August 3, 2010 with respect to the registration of 5,000,000 shares of Common Stock under the original 2010 Plan, (ii) the Registration Statement on Form S-8 (File No. 333-205983) with the Commission on July 31, 2015 with respect to the registration of an additional 4,000,000 shares of Common Stock under the amended 2010 Plan, and (iii) the Registration Statement on Form S-8 (File No. 333-205983) with the Commission on May 17, 2018 with respect to the registration of an additional 2,942,039 shares of Common Stock under the amended 2018 Plan (collectively, the “Prior Registration Statements”).
Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statements, including documents incorporated by reference therein, are hereby incorporated by reference into this registration statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I will be sent or given to participants in the Amended and Restated 2018 Plan as specified by Rule 428(b)(1) under the Securities Act. In accordance with the instructions to Part I of Form S-8, such documents will not be filed with the Commission either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference pursuant to Item 3 of Part II of this registration statement, taken together, constitute the prospectus as required by Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by the Company with the Commission, including the documents incorporated by reference therein, are incorporated by reference into this registration statement:
(a)The Company’s latest annual report on Form 10-K, filed with the Commission on February 21, 2024.
(b)The Company’s current report on Form 8-K, filed with the Commission on May 9, 2024.
(c)All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the document referred to in (a) above (excluding any information furnished pursuant to Item 2.02 or Item 7.01 contained in any such reports).
(d)The description of the Company’s Common Stock contained in the Company’s Current Report on Form 8-K, as filed with the Commission on June 10, 2004, including any amendments or reports filed for the purpose of updating such description.
In addition, all documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.


Item 6. Indemnification of Directors and Officers.
The Company’s Certificate of Incorporation, as amended, and Amended and Restated By-Laws provide that officers and directors who are made a party to or are threatened to be made a party to or is otherwise involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was an officer or director of the Company or is or was serving at the request of the Company as a director or officer of another entity, shall be indemnified and held harmless by the Company to the fullest extent authorized by the Delaware General Corporation Law (“DGCL”) against all expense, liability, and loss reasonably incurred or suffered by such person in connection therewith. The right to indemnification includes the right to be paid by the Company for expenses incurred in defending any such proceeding in advance of its final disposition. Officers and directors of the Company are not entitled to indemnification if such persons did not meet the applicable standard of conduct set forth in the DGCL for officers and directors.
The Company has also entered into indemnification agreements with its officers and directors by which the Company has agreed to indemnify such persons if they are named or threatened to be named as a party to certain proceedings by reason of acting as officers and directors of the Company. The Company maintains directors’ and officers’ insurance coverage to protect against any losses incurred as a result of the Company’s indemnification obligations.
Item 8.    Exhibits.
Item 9. Undertakings.
The undersigned Company hereby undertakes:
(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
i.To include any prospectus required by Section 10(a)(3) of the Securities Act;
ii.To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in this registration statement; and
iii.To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if registration statement is on Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement.
(2)That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.


The Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer, or controlling person of the Company in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES

Pursuant to the requirements of the Securities Act, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plano, the State of Texas, on May 16, 2024.
TYLER TECHNOLOGIES, INC.

Date: May 16, 2024 By: /s/ Brian K. Miller
   Brian K. Miller
   Executive Vice President and Chief Financial Officer
   (principal financial officer)

POWER OF ATTORNEY
Each of the undersigned hereby appoints Brian K. Miller and Abigail Diaz, and each of them (with full power to act alone), as attorneys and agents for the undersigned, with full power of substitution, for and in the name, place, and stead of the undersigned, to sign and file with the Commission under the Securities Act any and all amendments and exhibits to this registration statement and any and all applications, instruments, and other documents to be filed with the Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite or desirable.


Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated on May 16, 2024.
Date: May 16, 2024 By: /s/ John S. Marr, Jr.
    John S. Marr, Jr.
    Executive Chairman of the Board
    Director
Date: May 16, 2024 By: /s/ H. Lynn Moore, Jr.
   H. Lynn Moore, Jr.
   President and Chief Executive Officer
(principal executive officer)
Date: May 16, 2024 By: /s/ Brian K. Miller
   Brian K. Miller
   Executive Vice President and Chief Financial Officer
   (principal financial officer)
Date: May 16, 2024 By: /s/ Jason P. Durham
   Jason P. Durham
   Chief Accounting Officer
   (principal accounting officer)
Date: May 16, 2024 By: /s/ Glenn A. Carter
   Glenn A. Carter
   Director
Date: May 16, 2024 By: /s/ Margot L. Carter
   Margot L. Carter
   Director
Date: May 16, 2024 By: /s/ Brenda A. Cline
   Brenda A. Cline
   Director
Date: May 16, 2024 By: /s/ Ronnie D. Hawkins, Jr.
   Ronnie D. Hawkins, Jr.
   Director
Date: May 16, 2024By:/s/ Daniel M. Pope
Daniel M. Pope
Director
Date: May 16, 2024 By: /s/ Andrew D. Teed
   Andrew D. Teed
Director

Exhibit 107
Calculation of Filing Fee Table
Form S-8
(Form Type)
TYLER TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

Table 1: Newly Registered Securities
Security Type
Title of
securities to be
 registered
Fee Calculation Rule
Amount to be registered (1)
Proposed maximum offering price per share (2)
Proposed maximum aggregate offering price (2)
Fee Rate
Amount of registration fee (2)
Equity
Common Stock, $0.01 par value
Rule 457 (c) and (h)
4,600,000
$483.45$2,223,870,0000.00014760$328,243.21
Total Offering Amounts$2,223,870,000$328,243.21
Total Fee Offsets—
Net Fee Due$328,243.21
(1)Represents the additional shares of Common Stock authorized for issuance under the Tyler Technologies, Inc. Amended and Restated 2018 Stock Incentive Plan (the “Amended and Restated 2018 Plan”). See “Explanatory Note.” Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), shares issuable upon any stock split, stock dividend, or similar transaction with respect to these shares are also being registered hereunder.
(2)Estimated solely for the purpose of calculating the registration fee, which has been computed in accordance with Rules 457(c) and (h) of the Securities Act, based on the average of the high and low prices for the Common Stock as reported on the New York Stock Exchange on May 13, 2024.

Exhibit 5.1
May 16, 2024
Tyler Technologies, Inc.
5101 Tennyson Parkway
Plano, Texas 75024
Ladies and Gentlemen:
We have acted as counsel to Tyler Technologies, Inc., a Delaware corporation (the “Company”), in connection with the issuance of an opinion under the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by the Company on or about the date hereof with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”) and regulations promulgated thereunder.
The Registration Statement relates to, among other things, the registration under the Act of 4,600,000 shares (the “Shares”) of the Company’s common stock, $0.01 par value, which Shares may be issued and sold from time to time pursuant to the Tyler Technologies, Inc. Amended and Restated 2018 Stock Incentive Plan, as adopted effective as of May 9, 2024 (the “Amended and Restated 2018 Plan”).
As the basis for the opinion expressed herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement, (ii) the Restated Certificate of Incorporation of the Company, as amended to date, (iii) the Bylaws of the Company, as amended to date, (iv) the Amended and Restated 2018 Plan, (v) the resolutions and the record of actions taken by the Company’s board of directors and committees thereof and by the Company’s stockholders, in each case, with respect to, among other things, the Plan, the Shares and the authorization of the preparation and filing of the Registration Statement, and (vi) such other corporate records, documents, orders, certificates, and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below.
For purposes of the opinion expressed herein, we have assumed (i) the authenticity of all documents submitted to us as originals, (ii) the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of all documents submitted to us as copies, (iii) the genuineness of the signatures of persons signing all documents in connection with which the opinion herein is rendered, the authority of such persons signing on behalf of the parties thereto other than the Company and the due authorization, execution and delivery of all documents by parties hereto other than the Company, and (iv) the consideration to be received by the Company in exchange for each Share to be issued pursuant to the Plan constitutes adequate consideration therefor.
We express no opinion herein as to matters involving the laws of any jurisdiction other than the present federal laws of the United States of America, the Delaware General Corporation Law, and the present judicial interpretations thereof.
Based upon the foregoing and subject to the limitations and assumptions set forth herein, we are of the opinion that the Shares to be issued by the Company pursuant to the Amended and Restated 2018 Plan, when issued in accordance with the terms of the Amended and Restated 2018 Plan, will be validly issued, fully paid, and nonassessable.
The opinion expressed herein is limited to the specific issues addressed therein, and we express no opinion as to any matters beyond that expressly stated herein. The opinion expressed herein is rendered as of the date hereof and we have no continuing obligation to inform you of changes of law, including judicial interpretations of law, or of facts, circumstances, events or developments of which we become aware after the date hereof and which may alter, affect or modify the opinion expressed herein.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Act, or the rules of the Commission promulgated thereunder.
Respectfully submitted,
SANDBERG PHOENIX & von GONTARD
/s/ Sandberg Phoenix & von Gontard

Exhibit 23.1


Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) for the registration of 4,600,000 shares of common stock pertaining to the Tyler Technologies, Inc. Amended and Restated 2018 Stock Incentive Plan of our reports dated February 21, 2024, with respect to the consolidated financial statements of Tyler Technologies, Inc., and the effectiveness of internal control over financial reporting of Tyler Technologies, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.

/s/ ERNST & YOUNG LLP

Dallas, Texas May 16, 2024

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