Monitor TYL stock price relative to conversion price ($405.94) and cap price ($655.77). The concurrent buyback supports near-term price, but the large debt issuance may weigh on sentiment. Watch for any follow-on stock or convertible trading activity related to the offering.
Price Chart
Executive Summary
Tyler Technologies priced an upsized $1.25B convertible senior notes offering (0.50% coupon, due 2031) and concurrently announced a $320.7M share repurchase of 1.03M shares. Net proceeds of ~$1.22B will fund the buyback, capped call hedges ($162.8M) and general corporate purposes. The deal is a significant but well-hedged capital raise that reduces potential dilution.
Key Facts
- Offering upsized to $1.25B in convertible senior notes due 2031, with a 0.50% coupon
- Initial purchasers granted an option for additional $187.5M in notes
- Net proceeds estimated at $1,224.3M (or $1,408.1M with greenshoe)
- $320.7M used to repurchase 1,026,900 shares concurrently in privately negotiated transactions
- $162.8M used to enter capped call transactions with initial cap price of $655.77 (110% premium)
- Initial conversion price of $405.94 per share (30% premium over May 11 close of $312.27)
- Settlement expected May 14, 2026
Financial Impact
$1.25B principal added to debt, partially offset by $320.7M share repurchase; net debt increase of ~$903.6M after buyback
Risk Factors
- Dilution risk if stock price exceeds $655.77 cap price on capped calls
- Increased leverage and interest expense ($6.25M annually)
- Potential overhang from hedging activities of option counterparties
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 5 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0000860731-26-000038 |
| Document: tylexhibit991pricingpr51226.htm | 0000860731-26-000038 |
| Document: 0000860731-26-000038-index-headers.html | 0000860731-26-000038 |
| Document: 0000860731-26-000038-index.html | 0000860731-26-000038 |
| Document: 0000860731-26-000038.txt | 0000860731-26-000038 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Sep 15, 2026 17d ago | 8-K | $353.13 $337.50 | ▼ −4.43% | ▼ −5.24% | $322.86 (−8.57%) |
Sep 1, 2026 4w ago | Insider Cluster | $376.43 $342.68 | ▼ −8.97% | ▼ −9.05% | $322.86 (−14.23%) |
Jun 12, 2026 16w ago | 8-K | $298.84 $278.91 | ▼ −6.67% | ▼ −7.34% | $322.86 (+8.04%) |
May 29, 2026 18w ago | 8-K | $312.69 $312.07 | ▼ −0.20% | ▲ +2.30% | $322.86 (+3.25%) |
May 14, 2026 20w ago | 8-K | $311.49 $313.43 | ▲ +0.62% | ▼ −0.34% | $322.86 (+3.65%) |
May 12, 2026 20w ago | 8-K | $309.70 $320.79 | ▲ +3.58% | ▲ +3.50% | $322.86 (+4.25%) |
May 11, 2026 20w ago | 8-K | $312.17 $319.00 | ▲ +2.19% | ▲ +2.27% | $322.86 (+3.42%) |
Apr 29, 2026 22w ago | 8-K | $340.00 $329.01 | ▼ −3.23% | ▼ −4.96% | $322.86 (−5.04%) |
Apr 20, 2026 23w ago | 8-K | $345.42 $337.19 | ▼ −2.38% | ▼ −3.29% | $322.86 (−6.53%) |
Mar 5, 2026 30w ago | Insider Cluster | $365.62 $345.31 | ▼ −5.55% | ▼ −3.32% | $322.86 (−11.70%) |
US Market Status
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