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Earnings release · 8-K exhibit

Tyler Technologies · Earnings release

TYL · Information Technology

Filed 2025-10-29 · CY2025 Q4 · Company’s FY2025 Q3 · 3,275 words

Read the original on sec.gov ↗

EX-99.12a991earningsrelease-9302025.htmEX-99.1 Document

Tyler Technologies Reports Earnings for Third Quarter 2025

Subscription revenues grew 15.5%

PLANO, Texas – October 29, 2025 – Tyler Technologies, Inc. (NYSE: TYL), a large-cap growth and value equity technology company, today announced financial results for the third quarter ended September 30, 2025.

Third Quarter 2025 Financial Highlights (all comparisons are to the third quarter of 2024):

Revenues

Total revenues were $595.9 million, up 9.7%.

Recurring Revenues

Recurring revenues were $512.4 million, up 10.7%, and comprised 86.0% of total revenues, up from 85.2%.

•Subscription revenues were $401.1 million, up 15.5%.

◦Within subscriptions:

◦SaaS revenues grew 19.9% to $199.8 million.

◦Transaction-based revenues grew 11.5% to $201.3 million.

•Annualized recurring revenue (ARR) was $2.05 billion, up 10.7%.

Earnings/EBITDA

•GAAP operating income was $97.9 million, up 18.2%. Non-GAAP operating income was $158.6 million, up 15.1%.

•GAAP net income was $84.4 million, or $1.93 per diluted share, up 11.2%. Non-GAAP net income was $130.4 million, or $2.97 per diluted share, up 18.5%.

•Adjusted EBITDA was $169.9 million, up 14.4%.

Cash Flow

•Cash flows from operations were $255.2 million, down 3.2%.

•Free cash flow was $247.6 million, down 2.1%.

•We repurchased approximately 300,000 shares of our common stock during the quarter at an average price of $576.82.

Tyler Technologies Reports Earnings

for Third Quarter 2025

October 29, 2025

Page 2

Acquisitions

During the third quarter, we completed the acquisition of Emergency Networking for approximately $19.4 million in cash.

"Third quarter results once again exceeded expectations across our key revenue and profitability measures, continuing the momentum we saw in the first half of the year," said Lynn Moore, Tyler's president and chief executive officer. "SaaS revenues grew 20%, and new transaction-based services and higher volumes drove transaction revenue growth of 11.5%. Strong gross and operating margin expansion reflected a favorable revenue mix, operating discipline, and cloud efficiency gains.

"As anticipated, we achieved solid third quarter bookings growth, with total SaaS bookings up 5% sequentially and 5.8% year-over-year to reach a new all-time high. Leading sales indicators remain steady, reflecting a healthy new business pipeline supported by a resilient budget environment and sustained demand for digital modernization. Leveraging decades of domain expertise and deep functionality, we are uniquely positioned to lead the public sector into the next era of innovation through our purpose-built Agentic AI solutions. Additionally, we repurchased approximately 300,000 shares of our common stock during the quarter for approximately $173 million, underscoring confidence in our long-term growth outlook and offsetting potential dilution from our outstanding convertible debt that matures next March," concluded Moore.

Guidance for 2025

As of October 29, 2025, Tyler Technologies is providing the following guidance for the full year 2025:

•G1Total revenues are expected to be in the range of $2.335 billion to $2.360 billion.

•G2GAAP diluted earnings per share are expected to be in the range of $7.28 to $7.48.

•G3Non-GAAP diluted earnings per share are expected to be in the range of $11.30 to $11.50.

•G4Free cash flow margin is expected to be in the range of 25% to 27%.

•G5Research and development expense is expected to be in the range of $202 million to $205 million.

•G6Capital expenditures are expected to be in the range of $31 million to $33 million, including approximately $18 million of capitalized software development costs.

•G7Net interest income is expected to be in the range of $29 million to $31 million.

Tyler Technologies Reports Earnings

for Third Quarter 2025

October 29, 2025

Page 3

GAAP to non-GAAP guidance reconciliation

2025

GAAP diluted earnings per share (1)

$7.28 - $7.48

Plus:

Share-based compensation expense

3.49

Amortization of acquired software and other intangibles

2.12

Less:

Income tax impact (1)

(1.59)

Non-GAAP diluted earnings per share

$11.30 - $11.50

Shares used in computing diluted earnings per share (millions)

43.9

GAAP estimated annual effective tax rate used in computing GAAP diluted earnings per share (1)

19.0%

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, October 30, 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 646-307-1951 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 15,000 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.

Tyler Technologies Reports Earnings

for Third Quarter 2025

October 29, 2025

Page 4

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. 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. 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

Tyler Technologies Reports Earnings

for Third Quarter 2025

October 29, 2025

Page 5

budgets or regulatory environments of our clients, including local, state and federal government 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 actively monitor developments in artificial intelligence ("AI") regulation and ethical standards as we expect that future changes in the regulatory landscape may affect our product development timelines, compliance costs, and market opportunities related to AI; (7) 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; (8) general economic, political and market conditions, including inflation and changes in interest rates; (9) technological and market risks associated with the development of new products or services or of new versions of existing or acquired products or services; (10) 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; (11) 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 (12) 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

25-39

TYLER TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Amounts in thousands, except per share data)

(Unaudited)

Three months ended September 30,

Nine months ended September 30,

2025

2024

2025

2024

Revenues:

Subscriptions

$

401,094

$

347,170

$

1,181,158

$

994,095

Maintenance

111,312

115,587

336,236

348,114

Professional services

64,728

64,462

187,390

201,196

Software licenses and royalties

5,100

6,188

15,757

20,251

Hardware and other

13,645

9,930

36,620

33,016

Total revenues

595,879

543,337

1,757,161

1,596,672

Cost of revenues:

Subscriptions, maintenance, and professional services

289,070

283,750

859,718

829,765

Software licenses and royalties

1,669

1,870

5,418

4,995

Amortization of software development

6,195

4,961

17,079

13,808

Amortization of acquired software

9,376

9,244

27,989

27,723

Hardware and other

8,117

6,052

25,240

21,439

Total cost of revenues

314,427

305,877

935,444

897,730

Gross profit

281,452

237,460

821,717

698,942

Sales and marketing expense

37,560

38,203

110,345

116,195

General and administrative expense

79,971

72,460

236,024

220,590

Research and development expense

51,788

30,120

150,474

88,504

Amortization of other intangibles

14,201

13,850

42,173

45,813

Operating income

97,932

82,827

282,701

227,840

Interest expense

(1,235)

(1,235)

(3,743)

(4,672)

Other income, net

10,855

4,504

26,397

8,232

Income before income taxes

107,552

86,096

305,355

231,400

Income tax provision

23,159

10,199

55,283

33,595

Net income

$

84,393

$

75,897

$

250,072

$

197,805

Earnings per common share:

Basic

$

1.96

$

1.78

$

5.80

$

4.64

Diluted

$

1.93

$

1.74

$

5.70

$

4.56

Weighted average common shares outstanding:

Basic

43,135

42,714

43,085

42,592

Diluted

43,834

43,694

43,879

43,424

TYLER TECHNOLOGIES, INC.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(Amounts in thousands, except per share data)

(Unaudited)

Three months ended September 30,

Nine months ended September 30,

Reconciliation of non-GAAP gross profit and margin

2025

2024

2025

2024

GAAP gross profit

$

281,452

$

237,460

$

821,717

$

698,942

Non-GAAP adjustments:

Add: Share-based compensation expense included in cost of

revenues

9,307

7,972

26,912

22,982

Add: Amortization of acquired software

9,376

9,244

27,989

27,723

Non-GAAP gross profit

$

300,135

$

254,676

$

876,618

$

749,647

GAAP gross margin

47.2

%

43.7

%

46.8

%

43.8

%

Non-GAAP gross margin

50.4

%

46.9

%

49.9

%

47.0

%

Three months ended September 30,

Nine months ended September 30,

Reconciliation of non-GAAP operating income and margin

2025

2024

2025

2024

GAAP operating income

$

97,932

$

82,827

$

282,701

$

227,840

Non-GAAP adjustments:

Add: Share-based compensation expense

36,669

31,187

112,631

88,460

Add: Employer portion of payroll tax related to employee stock

transactions

159

625

2,278

2,303

Add: Acquisition-related costs

214

—

247

29

Add: Lease restructuring costs and other

57

35

105

(124)

Add: Amortization of acquired software

9,376

9,244

27,989

27,723

Add: Amortization of other intangibles

14,201

13,850

42,173

45,813

Non-GAAP adjustments subtotal

60,676

54,941

185,423

164,204

Non-GAAP operating income

$

158,608

$

137,768

$

468,124

$

392,044

GAAP operating margin

16.4

%

15.2

%

16.1

%

14.3

%

Non-GAAP operating margin

26.6

%

25.4

%

26.6

%

24.6

%

Three months ended September 30,

Nine months ended September 30,

Reconciliation of non-GAAP net income and earnings per share

2025

2024

2025

2024

GAAP net income

$

84,393

$

75,897

$

250,072

$

197,805

Non-GAAP adjustments:

Add: Total non-GAAP adjustments to operating income

60,676

54,941

185,423

164,204

Less: Income tax impact

(14,692)

(20,829)

(55,142)

(53,438)

Non-GAAP net income

$

130,377

$

110,009

$

380,353

$

308,571

GAAP earnings per diluted share

$

1.93

$

1.74

$

5.70

$

4.56

Non-GAAP earnings per diluted share

$

2.97

$

2.52

$

8.67

$

7.11

TYLER TECHNOLOGIES, INC.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(Amounts in thousands, except per share data)

(Unaudited)

Three months ended September 30,

Nine months ended September 30,

Detail of share-based compensation expense

2025

2024

2025

2024

Cost of revenues

$

9,307

$

7,972

$

26,912

$

22,982

Operating expenses

27,362

23,215

85,719

65,478

Total share-based compensation expense

$

36,669

$

31,187

$

112,631

$

88,460

Three months ended September 30,

Nine months ended September 30,

Reconciliation of EBITDA and adjusted EBITDA

2025

2024

2025

2024

GAAP net income

$

84,393

$

75,897

$

250,072

$

197,805

Amortization of other intangibles

14,201

13,850

42,173

45,813

Depreciation and amortization included in cost of revenues, sales and marketing expense, general and administrative expense, and research and development expense

20,683

20,007

61,214

60,728

Interest expense

1,235

1,235

3,743

4,672

Other income, net

(10,855)

(4,504)

(26,397)

(8,232)

Income tax provision

23,159

10,199

55,283

33,595

EBITDA

$

132,816

$

116,684

$

386,088

$

334,381

Share-based compensation expense

36,669

31,187

112,631

88,460

Acquisition-related costs

214

—

247

29

Employer portion of payroll tax related to employee stock transactions

159

625

2,278

2,303

Lease restructuring costs and other

57

35

105

(124)

Adjusted EBITDA

$

169,915

$

148,531

$

501,349

$

425,049

Three months ended September 30,

Nine months ended September 30,

Reconciliation of free cash flow

2025

2024

2025

2024

Net cash provided by operating activities

$

255,191

$

263,716

$

409,660

$

399,859

Less: additions to property and equipment

(3,876)

(2,884)

(11,698)

(16,734)

Less: investment in software development

(3,738)

(7,919)

(14,138)

(24,412)

Free cash flow

$

247,577

$

252,913

$

383,824

$

358,713

Free cash flow margin

41.5

%

46.5

%

21.8

%

22.5

%

TYLER TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands)

(Unaudited)

September 30, 2025

December 31, 2024

ASSETS

Current assets:

Cash and cash equivalents

$

834,101

$

744,721

Accounts receivable, net

661,986

587,634

Short-term investments

116,720

23,257

Prepaid expenses and other current assets

88,277

73,192

Income tax receivable

36,761

11,975

Total current assets

1,737,845

1,440,779

Accounts receivable, long-term portion

6,855

7,153

Operating lease right-of-use assets

36,564

31,433

Property and equipment, net

160,626

163,775

Other assets:

Software development costs, net

71,777

76,117

Goodwill

2,554,457

2,531,653

Other intangibles, net

779,170

831,966

Non-current investments

22,439

10,758

Other non-current assets

87,636

86,381

Total assets

$

5,457,369

$

5,180,015

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

Accounts payable and accrued liabilities

$

320,953

$

354,526

Operating lease liabilities

9,661

9,643

Deferred revenue

761,050

701,438

Current portion of convertible senior notes due 2026, net

599,231

—

Total current liabilities

1,690,895

1,065,607

Convertible senior notes due 2026, net

—

597,934

Deferred revenue, long-term

22,217

22,376

Deferred income taxes

75,829

47,503

Operating lease liabilities, long-term

34,556

30,791

Other long-term liabilities

31,105

27,382

Total liabilities

1,854,602

1,791,593

Shareholders' equity

$

3,602,767

$

3,388,422

Total liabilities and shareholders' equity

$

5,457,369

$

5,180,015

TYLER TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)

Three months ended September 30,

Nine months ended September 30,

2025

2024

2025

2024

Cash flows from operating activities:

Net income

$

84,393

$

75,897

$

250,072

$

197,805

Adjustments to reconcile net income to cash

provided by operations:

Depreciation and amortization

34,988

34,530

103,931

108,766

Gains from sale of investments

—

(1)

—

(2)

Share-based compensation expense

36,669

31,187

112,631

88,460

Operating lease right-of-use assets expense

2,300

2,397

7,160

7,262

Deferred income tax benefit

37,462

(4,697)

26,382

(41,504)

Other

43

38

82

228

Changes in operating assets and liabilities,

exclusive of effects of acquired companies

59,336

124,365

(90,598)

38,844

Net cash provided by operating activities

255,191

263,716

409,660

399,859

Cash flows from investing activities:

Additions to property and equipment

(3,876)

(2,884)

(11,698)

(16,734)

Purchase of marketable security investments

(72,680)

—

(179,966)

—

Proceeds and maturities from marketable security investments

42,023

1,349

76,307

7,700

Investment in software development

(3,738)

(7,919)

(14,138)

(24,412)

Cost of acquisitions, net of cash acquired

(16,907)

(93)

(35,137)

(1,395)

Other

(1)

147

525

168

Net cash used by investing activities

(55,179)

(9,400)

(164,107)

(34,673)

Cash flows from financing activities:

Payment on term loans

—

—

—

(50,000)

Payment of debt issuance costs

—

(2,637)

—

(2,637)

Purchase of treasury shares

(173,045)

—

(174,650)

—

Proceeds from exercise of stock options, net of withheld shares for taxes upon equity award settlement

15,461

31,548

12,306

47,433

Contributions from employee stock purchase plan

4,561

4,347

13,883

12,821

Other

(335)

—

(7,712)

—

Net cash (used) provided by financing activities

(153,358)

33,258

(156,173)

7,617

Net increase in cash and cash equivalents

46,654

287,574

89,380

372,803

Cash and cash equivalents at beginning of period

787,447

250,722

744,721

165,493

Cash and cash equivalents at end of period

$

834,101

$

538,296

$

834,101

$

538,296

Mentions · how they’re counted

CategoryUnderlinedWord counterModel’s count
AI

AI, artificial intelligence, generative AI, machine learning, large language model, LLM

4——
Layoffs

layoffs, RIF, headcount reduction, workforce optimization, restructuring

3——
Recession

recession, downturn, contraction, slowdown

0——
Tariffs

tariff, trade war, trade barriers, trade restrictions, trade policy

0——
Buybacks

share repurchase, buyback program

0——

Underlines use the same word lists the scores use. AI, recession and tariffs follow Palanor’s word counter, so those counts match it exactly on the same text. Layoffs and buybacks use the terms the model was given. The model’s count is an estimate by meaning, not by string, so it can differ from the underlines.

Source: SEC EDGAR · public domain · Highlights by Palanor