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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________
FORM 8-K
_____________________________________________

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

July 30, 2025 (July 30, 2025)
Date of Report (Date of earliest event reported)
_____________________________________________
TYLER TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
_____________________________________________
Delaware 1-10485 75-2303920
(State or other jurisdiction of incorporation organization) (Commission
File Number)
 (I.R.S. Employer Identification No.)
5101 TENNYSON PARKWAY PLANO Texas 75024
 (Address of principal executive offices) (City) (State) (Zip code)

(972) 713-3700
(Registrant’s telephone number, including area code)

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)
Title of each class Trading symbol
Name of each exchange
on which registered
COMMON STOCK, $0.01 PAR VALUE TYL New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐

    


Item 2.02     Results of Operations and Financial Condition         
        
On July 30, 2025, Tyler Technologies, Inc. issued the earnings news release announcing results from operations and financial condition as of June 30, 2025, attached hereto as Exhibit 99.1, which news release is incorporated by reference herein.
Exhibit number
 Exhibit description
News Release issued by Tyler Technologies, Inc. dated July 30, 2025
104
Cover Page Interactive Data File (embedded in the Inline XBRL document)

    

    


SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


TYLER TECHNOLOGIES, INC.
/s/ Brian K. Miller 
July 30, 2025
By: Brian K. Miller
Executive Vice President and Chief Financial
Officer (principal financial officer)










    










    
EX-99.1 2 a991earningsrelease-6302025.htm EX-99.1 Document

finalpressreleaseimage1a05.jpg

Tyler Technologies Reports Earnings for Second Quarter 2025
Double-digit revenue growth fueled by 21.4% increase in subscription revenues
PLANO, Texas – July 30, 2025 – Tyler Technologies, Inc. (NYSE: TYL), a large-cap growth and value equity company, today announced financial results for the second quarter ended June 30, 2025.
Second Quarter 2025 Financial Highlights (all comparisons are to the second quarter of 2024):
Revenues
Total revenues were $596.1 million, up 10.2%.
Recurring Revenues
Recurring revenues were $517.2 million, up 15.2%, and comprised 86.8% of total revenues, up from 83.0%.
•Subscription revenues were $405.1 million, up 21.4%.
◦Within subscriptions:
◦SaaS revenues grew 21.5% to $189.6 million.
◦Transaction-based revenues grew 21.3% to $215.5 million.
•SaaS arrangements comprised approximately 96% of the total new software contract value, down from approximately 97%.
•Annualized recurring revenue (ARR) was $2.07 billion, up 15.2%.
Earnings/EBITDA
•GAAP operating income was $95.6 million, up 22.5%. Non-GAAP operating income was $158.1 million, up 19.3%.
•GAAP net income was $84.6 million, or $1.93 per diluted share, up 24.9%. Non-GAAP net income was $127.9 million, or $2.91 per diluted share, up 23.1%.
•Adjusted EBITDA was $169.1 million, up 18.3%.
Cash Flow
•Cash flows from operations were $98.3 million, up 52.9%.
•Free cash flow was $88.0 million, up 80.9%.




Tyler Technologies Reports Earnings
for Second Quarter 2025
July 30, 2025
Page 2
"Second quarter revenues, earnings, and cash flow again surpassed expectations as we continue to execute at a high level against each of the key pillars of our growth strategy," said Lynn Moore, Tyler's president and chief executive officer. "SaaS revenues grew 21.5%, marking our 18th consecutive quarter of SaaS growth of 20% or more. New transaction-based services and higher volumes drove transaction revenue growth of 21.3%. In addition, both gross and operating margins continue to expand, reflecting a positive shift in revenue mix, efficiency gains across our cloud operations, and favorable operating expense trends.
"As anticipated, we saw solid sequential improvement in SaaS bookings for the second quarter. Public sector market conditions and our sales pipeline remain strong, supported by generally healthy budgets and a growing focus on technology investments that drive efficiency through digital modernization. And recently, Tyler was recognized as both a Leader and Visionary in the first-ever Gartner Magic QuadrantTM for Cloud-Based ERP for U.S. Local Government. We believe this represents a clear testament to the strength of our competitive position, innovation, and the differentiated value of our uniquely integrated suite of public sector solutions," concluded Moore.
Guidance for 2025
As of July 30, 2025, Tyler Technologies is providing the following guidance for the full year 2025:
•Total revenues are expected to be in the range of $2.33 billion to $2.36 billion.
•GAAP diluted earnings per share are expected to be in the range of $7.40 to $7.70.
•Non-GAAP diluted earnings per share are expected to be in the range of $11.20 to $11.50.
•Free cash flow margin is expected to be in the range of 25% to 27%.
•Research and development expense is expected to be in the range of $202 million to $205 million.
•Capital expenditures are expected to be in the range of $31 million to $33 million, including approximately $18 million of capitalized software development costs.
•Net interest income is expected to be in the range of $29 million to $31 million.



Tyler Technologies Reports Earnings
for Second Quarter 2025
July 30, 2025
Page 3
GAAP to non-GAAP guidance reconciliation
2025
GAAP diluted earnings per share (1)
$7.40 - $7.70
Plus:
Share-based compensation expense 3.47
Amortization of acquired software and other intangibles 2.08
Less:
Income tax impact (1)
(1.75)
Non-GAAP diluted earnings per share $11.20 - $11.50
Shares used in computing diluted earnings per share (millions) 44.1
GAAP estimated annual effective tax rate used in computing GAAP diluted earnings per share (1)
17.0%
Non-GAAP estimated annual effective tax rate used in computing non-GAAP diluted earnings per share (2)
22.5%
(1) GAAP diluted earnings per share may fluctuate due to the impact on our annual effective tax rate of discrete tax items, such as stock incentive awards, future acquisitions, changes in tax legislation, and other transactions.
(2) The non-GAAP estimated annual effective tax rate is expected to be 22.5%, up from 22.0% in 2024.
Conference Call
Tyler Technologies will hold a conference call and webcast on Thursday, July 31, 2025, at 10:00 a.m. ET to discuss the company’s results. Participants can pre-register for the teleconference here. Alternatively, participants can also join the teleconference by dialing 646-307-1963 and providing the operator with the conference name before admittance to the call.
The live audio webcast and archived replay can also be accessed at the Events & Presentations section of Tyler's investor relations website.
About Tyler Technologies, Inc.
Tyler Technologies (NYSE: TYL) is a leading provider of integrated software and technology services for the public sector. Tyler’s end-to-end solutions empower local, state, and federal government entities to operate efficiently and transparently with residents and each other. By connecting data and processes across disparate systems, Tyler’s solutions transform how clients turn actionable insights into opportunities and solutions for their communities. Tyler has more than 45,000 successful installations across 13,000 locations, with clients in all 50 states, Canada, the Caribbean, Australia, and other international locations. Tyler has been recognized numerous times for growth and innovation, including on Government Technology’s GovTech 100 list. More information about Tyler Technologies, an S&P 500 company headquartered in Plano, Texas, can be found at tylertech.com.
Non-GAAP Financial Measures
Tyler Technologies has provided in this press release financial measures that have not been prepared in accordance with generally accepted accounting principles (GAAP) and are therefore considered non-GAAP financial measures.



Tyler Technologies Reports Earnings
for Second Quarter 2025
July 30, 2025
Page 4
This information includes non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating income, non-GAAP operating margin, non-GAAP net income, non-GAAP earnings per diluted share, EBITDA, adjusted EBITDA, free cash flow, and free cash flow margin. We use these non-GAAP financial measures internally in analyzing our financial results and believe they are useful to investors, as a supplement to GAAP measures, in evaluating Tyler’s ongoing operational performance because they provide additional insight in comparing results from period to period while isolating the effects of some items that vary from period to period without correlation to core operating performance. Tyler believes the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial results with other companies in our industry, many of which present similar non-GAAP financial measures. EBITDA is net income before interest expense, other income, income taxes, depreciation, and amortization. Non-GAAP and adjusted financial measures discussed above exclude share-based compensation expense, employer portion of payroll taxes on employee stock transactions, expenses associated with amortization of intangibles arising from business combinations, acquisition-related expenses, and lease restructuring costs and other. Annualized recurring revenue (ARR) is calculated by annualizing the current quarter's recurring revenues from subscriptions and maintenance.
Tyler currently uses a non-GAAP tax rate of 22.5%. This rate is based on Tyler's estimated annual GAAP income tax rate forecast, adjusted to account for items excluded from GAAP income in calculating Tyler's non-GAAP income, as well as significant non-recurring tax adjustments. The non-GAAP tax rate used in future periods will be reviewed periodically to determine whether it remains appropriate in consideration of factors including Tyler's periodic annual effective tax rate calculated in accordance with GAAP, changes resulting from tax legislation, changes in the geographic mix of revenues and expenses, and other factors deemed significant. Due to differences in tax treatment of items excluded from non-GAAP earnings, as well as the methodology applied to Tyler's estimated annual tax rate as described above, the estimated tax rate on non-GAAP income may differ from the GAAP tax rate and from Tyler's actual tax liabilities.
Non-GAAP financial measures should be considered in addition to, and not as a substitute for, or superior to, financial information prepared in accordance with GAAP. The non-GAAP measures used by Tyler Technologies may be different from non-GAAP measures used by other companies. Investors are encouraged to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measures, which has been provided in the financial statement tables included below in this press release.
Forward-looking Statements
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.



Tyler Technologies Reports Earnings
for Second Quarter 2025
July 30, 2025
Page 5
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 governments agencies, that could negatively impact information technology spending; (2) disruption to our business and harm to our competitive position resulting from cyber-attacks, security vulnerabilities and software updates; (3) our ability to protect client information from security breaches and 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 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; (7) general economic, political and market conditions, including inflation and rising interest rates; (8) technological and market risks associated with the development of new products or services or of new versions of existing or acquired products or services; (9) 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; (10) 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 (11) 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 our filings with the Securities and Exchange Commission, including the detailed “Risk Factors” contained in our most recent annual report on Form 10-K and quarterly report on Form 10-Q. We expressly disclaim any obligation to publicly update or revise our forward-looking statements.
(Comparative results follow)
Contact: Hala Elsherbini
Senior Director, Investor Relations
Tyler Technologies, Inc.
972-713-3770
hala.elsherbini@tylertech.com

Source: Tyler Technologies
#TYL_Financial
25-33



TYLER TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands, except per share data)
(Unaudited)


Three months ended June 30, Six months ended June 30,
2025 2024 2025 2024
Revenues:
Subscriptions $ 405,075  $ 333,682  $ 780,064  $ 646,925 
Maintenance 112,123  115,309  224,924  232,527 
Professional services 58,612  71,928  122,662  136,734 
Software licenses and royalties 3,663  5,329  10,657  14,063 
Hardware and other 16,644  14,728  22,975  23,086 
Total revenues 596,117  540,976  1,161,282  1,053,335 
Cost of revenues:
Subscriptions, maintenance, and professional services 292,595  277,145  570,648  546,015 
Software licenses and royalties 1,839  1,560  3,749  3,125 
Amortization of software development 5,505  4,484  10,884  8,847 
Amortization of acquired software 9,319  9,240  18,613  18,479 
Hardware and other 13,675  10,731  17,123  15,387 
Total cost of revenues 322,933  303,160  621,017  591,853 
  Gross profit 273,184  237,816  540,265  461,482 
Sales and marketing expense 36,312  41,565  72,785  77,992 
General and administrative expense 76,601  75,420  156,053  148,130 
Research and development expense 50,842  28,951  98,686  58,384 
Amortization of other intangibles 13,833  13,845  27,972  31,963 
  Operating income 95,596  78,035  184,769  145,013 
Interest expense (1,262) (1,253) (2,508) (3,437)
Other income, net 8,179  1,883  15,542  3,728 
Income before income taxes 102,513  78,665  197,803  145,304 
Income tax provision 17,886  10,927  32,124  23,396 
Net income $ 84,627  $ 67,738  $ 165,679  $ 121,908 
Earnings per common share:
   Basic $ 1.96  $ 1.59  $ 3.84  $ 2.87 
   Diluted $ 1.93  $ 1.57  $ 3.76  $ 2.82 
Weighted average common shares outstanding:
   Basic 43,163  42,527  43,174  42,528 
   Diluted 43,929  43,275  44,016  43,286 




TYLER TECHNOLOGIES, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(Amounts in thousands, except per share data)
(Unaudited)
 


Three months ended June 30, Six months ended June 30,
Reconciliation of non-GAAP gross profit and margin 2025 2024 2025 2024
GAAP gross profit $ 273,184 $ 237,816 $ 540,265 $ 461,482
Non-GAAP adjustments:
  Add: Share-based compensation expense included in cost of
           revenues
8,891 7,620 17,605 15,010
  Add: Amortization of acquired software 9,319 9,240 18,613 18,479
Non-GAAP gross profit $ 291,394 $ 254,676 $ 576,483 $ 494,971
GAAP gross margin 45.8  % 44.0  % 46.5  % 43.8  %
Non-GAAP gross margin 48.9  % 47.1  % 49.6  % 47.0  %

Three months ended June 30, Six months ended June 30,
Reconciliation of non-GAAP operating income and margin 2025 2024 2025 2024
GAAP operating income $ 95,596 $ 78,035 $ 184,769 $ 145,013
Non-GAAP adjustments:
  Add: Share-based compensation expense 38,302 30,407 75,962 57,273
  Add: Employer portion of payroll tax related to employee stock
           transactions
1,055 873 2,119 1,678
  Add: Acquisition-related costs 2 33 29
  Add: Lease restructuring costs and other
24 167 48 (159)
  Add: Amortization of acquired software 9,319 9,240 18,613 18,479
  Add: Amortization of other intangibles
13,833 13,845 27,972 31,963
Non-GAAP adjustments subtotal 62,533 54,534 124,747 109,263
Non-GAAP operating income $ 158,129 $ 132,569 $ 309,516 $ 254,276
GAAP operating margin 16.0  % 14.4  % 15.9  % 13.8  %
Non-GAAP operating margin 26.5  % 24.5  % 26.7  % 24.1  %

Three months ended June 30, Six months ended June 30,
Reconciliation of non-GAAP net income and earnings per share 2025 2024 2025 2024
GAAP net income $ 84,627 $ 67,738 $ 165,679 $ 121,908
Non-GAAP adjustments:
  Add: Total non-GAAP adjustments to operating income 62,533 54,534 124,747 109,263
  Less: Income tax impact (19,249) (18,377) (40,450) (32,609)
Non-GAAP net income $ 127,911 $ 103,895 $ 249,976 $ 198,562
GAAP earnings per diluted share $ 1.93 $ 1.57 $ 3.76 $ 2.82
Non-GAAP earnings per diluted share $ 2.91 $ 2.40 $ 5.68 $ 4.59




TYLER TECHNOLOGIES, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(Amounts in thousands, except per share data)
(Unaudited)
 

Three months ended June 30, Six months ended June 30,
Detail of share-based compensation expense 2025 2024 2025 2024
Cost of revenues $ 8,891 $ 7,620 $ 17,605 $ 15,010
Operating expenses 29,411 22,787 58,357 42,263
Total share-based compensation expense $ 38,302 $ 30,407 $ 75,962 $ 57,273

Three months ended June 30, Six months ended June 30,
Reconciliation of EBITDA and adjusted EBITDA 2025 2024 2025 2024
GAAP net income $ 84,627 $ 67,738 $ 165,679 $ 121,908
Amortization of other intangibles 13,833 13,845 27,972 31,963
Depreciation and amortization included in cost of revenues, sales and marketing expense, general and administrative expense, and research and development expense 20,322 19,620 40,531 40,721
Interest expense 1,262 1,253 2,508 3,437
Other income, net (8,179) (1,883) (15,542) (3,728)
Income tax provision 17,886 10,927 32,124 23,396
EBITDA $ 129,751 $ 111,500 $ 253,272 $ 217,697
Share-based compensation expense 38,302 30,407 75,962 57,273
Acquisition-related costs 2 33 29
Employer portion of payroll tax related to employee stock transactions 1,055 873 2,119 1,678
Lease restructuring costs and other 24 167 48 (159)
Adjusted EBITDA $ 169,132 $ 142,949 $ 331,434 $ 276,518

Three months ended June 30, Six months ended June 30,
Reconciliation of free cash flow 2025 2024 2025 2024
Net cash provided by operating activities $ 98,311  $ 64,304  $ 154,469  $ 136,143 
Less: additions to property and equipment (5,487) (6,568) (7,822) (13,850)
Less: investment in software development (4,850) (9,107) (10,400) (16,493)
Free cash flow $ 87,974  $ 48,629  $ 136,247  $ 105,800 
Free cash flow margin 14.8  % 9.0  % 11.7  % 10.0  %



TYLER TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
 (Unaudited)

June 30, 2025 December 31, 2024
ASSETS
Current assets:
     Cash and cash equivalents $ 787,447  $ 744,721 
     Accounts receivable, net 714,413  587,634 
Short-term investments 104,899  23,257 
Prepaid expenses and other current assets 99,332  73,192 
     Income tax receivable 17,601  11,975 
           Total current assets 1,723,692  1,440,779 
Accounts receivable, long-term portion 7,015  7,153 
Operating lease right-of-use assets 34,723  31,433 
Property and equipment, net 161,293  163,775 
Other assets:
     Software development costs, net 74,719  76,117 
     Goodwill 2,542,019  2,531,653 
     Other intangibles, net 793,725  831,966 
     Non-current investments 2,994  10,758 
     Other non-current assets 85,575  86,381 
Total assets $ 5,425,755  $ 5,180,015 
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
     Accounts payable and accrued liabilities $ 344,192  $ 354,526 
Operating lease liabilities 8,998  9,643 
     Deferred revenue 720,497  701,438 
     Current portion of convertible senior notes due 2026, net 598,798  — 
           Total current liabilities 1,672,485  1,065,607 
Convertible senior notes due 2026, net —  597,934 
Deferred revenue, long-term 22,878  22,376 
Deferred income taxes 36,437  47,503 
Operating lease liabilities, long-term 33,922  30,791 
Other long-term liabilities 25,366  27,382 
Total liabilities 1,791,088  1,791,593 
Shareholders' equity $ 3,634,667  $ 3,388,422 
Total liabilities and shareholders' equity $ 5,425,755  $ 5,180,015 


TYLER TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
Three months ended June 30, Six months ended June 30,
2025 2024 2025 2024
Cash flows from operating activities:
    Net income $ 84,627  $ 67,738  $ 165,679  $ 121,908 
    Adjustments to reconcile net income to cash
    provided by operations:
      Depreciation and amortization 34,322  34,139  68,943  74,236 
      Losses from sale of investments (1) (1) —  (1)
      Share-based compensation expense 38,302  30,407  75,962  57,273 
      Operating lease right-of-use assets expense 2,572  2,343  4,860  4,865 
      Deferred income tax benefit —  (12,473) (11,080) (36,807)
      Other 39  225  39  190 
      Changes in operating assets and liabilities,
      exclusive of effects of acquired companies
(61,550) (58,074) (149,934) (85,521)
Net cash provided by operating activities 98,311  64,304  154,469  136,143 
Cash flows from investing activities:
Additions to property and equipment (5,487) (6,568) (7,822) (13,850)
Purchase of marketable security investments (35,293) —  (107,286) — 
Proceeds and maturities from marketable security investments 32,528  3,080  34,284  6,351 
Investment in software development (4,850) (9,107) (10,400) (16,493)
Cost of acquisitions, net of cash acquired (206) —  (18,230) (1,302)
Other 549  526  21 
Net cash used by investing activities (12,759) (12,592) (108,928) (25,273)
Cash flows from financing activities:
Payment on term loans —  —  —  (50,000)
Purchase of treasury shares (1,605) —  (1,605) — 
Proceeds from exercise of stock options, net of withheld shares for taxes upon equity award settlement (4,681) 5,852  (3,155) 15,885 
Contributions from employee stock purchase plan 5,352  4,921  9,322  8,474 
Other (2,900) —  (7,377) — 
Net cash (used) provided by financing activities (3,834) 10,773  (2,815) (25,641)
Net increase in cash and cash equivalents 81,718  62,485  42,726  85,229 
Cash and cash equivalents at beginning of period 705,729  188,237  744,721  165,493 
Cash and cash equivalents at end of period $ 787,447  $ 250,722  $ 787,447  $ 250,722