[10-Q] MANHATTAN ASSOCIATES INC Quarterly Earnings Report

Rhea-AI Filing Summary

Manhattan Associates (MANH) reported Q3 2025 results with total revenue of $275.8 million, up 3% year over year. Cloud subscriptions reached $104.9 million, a 21% increase, while services were $133.0 million and maintenance was $30.5 million. Software license revenue was $1.4 million, reflecting the company’s continued transition to cloud.

Operating income was $75.8 million and operating margin was 27.5%. Diluted EPS was $0.96 versus $1.03 a year ago. Cash flow from operations was $93.1 million. Cash and cash equivalents were $263.6 million at September 30, 2025. Remaining performance obligations were approximately $2.1 billion as of September 30, 2025, supported by demand for Manhattan Active cloud solutions.

The company repurchased about 0.2 million shares for $49.9 million in Q3 and $238.2 million year to date. Deferred revenue was $295.9 million at quarter end, and days sales outstanding were 73 days. As of October 21, 2025, shares outstanding were 60,258,247.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[Mark One]

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File Number: 0-23999

MANHATTAN ASSOCIATES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Georgia			58-2373424
(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification No.)
2300 Windy Ridge Parkway, Tenth Floor
Atlanta, Georgia			30339
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s Telephone Number, Including Area Code: (770) 955-7070

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock	MANH	Nasdaq Global Select Market

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth 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	☐		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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of the Registrant’s class of capital stock outstanding as of October 21, 2025, the latest practicable date, is as follows: 60,258,247 shares of common stock, $0.01 par value per share.

MANHATTAN ASSOCIATES, INC.

FORM 10-Q

Quarter Ended September 30, 2025

TABLE OF CONTENTS

PART I

	Financial Information
Item 1.	Financial Statements.
Condensed Consolidated Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024		3
Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2025 and 2024 (unaudited)		4
Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2025 and 2024 (unaudited)		5
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 (unaudited)		6
Condensed Consolidated Statements of Shareholders’ Equity for the three and nine months ended September 30, 2025 and 2024 (unaudited)		7
Notes to Condensed Consolidated Financial Statements (unaudited)		8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	28
Item 4.	Controls and Procedures.	28
	PART II
	OTHER INFORMATION
Item 1.	Legal Proceedings.	29
Item 1A.	Risk Factors.	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	29
Item 3.	Defaults Upon Senior Securities.	29
Item 4.	Mine Safety Disclosures.	29
Item 5.	Other Information.	29
Item 6.	Exhibits.	30
Signatures.		31

2

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements

MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)

		September 30, 2025				December 31, 2024
		(unaudited)
ASSETS
Current assets:
Cash and cash equivalents		$	263,555			$	266,230
Accounts receivable, net			219,556				205,475
Prepaid expenses and other current assets			42,659				31,559
Total current assets			525,770				503,264
Property and equipment, net			20,050				13,971
Operating lease right-of-use assets			45,734				47,923
Goodwill, net			62,244				62,226
Deferred income taxes			76,374				94,505
Other assets			38,651				35,662
Total assets		$	768,823			$	757,551
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable		$	21,355			$	26,615
Accrued compensation and benefits			59,475				72,180
Accrued and other liabilities			23,589				22,275
Deferred revenue			295,903				277,970
Income taxes payable			86				1,264
Total current liabilities			400,408				400,304
Operating lease liabilities, long-term			47,713				47,794
Other non-current liabilities			11,486				10,327
Shareholders' equity:
Preferred stock, no par value; 20,000,000 shares authorized, no shares issued or outstanding in 2025 and 2024			-				-
Common stock, $0.01 par value; 200,000,000 shares authorized; 60,256,442 and 60,921,191 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively			602				609
Retained earnings			338,690				329,439
Accumulated other comprehensive loss			(30,076	)			(30,922	)
Total shareholders' equity			309,216				299,126
Total liabilities and shareholders' equity		$	768,823			$	757,551

See accompanying Notes to Condensed Consolidated Financial Statements.

3

Item 1. Financial Statements (continued)

MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Income

(in thousands, except per share amounts)

		Three Months Ended September 30,								Nine Months Ended September 30,
		2025				2024				2025				2024
		(unaudited)				(unaudited)				(unaudited)				(unaudited)
Revenue:
Cloud subscriptions		$	104,852			$	86,485			$	299,580			$	246,873
Software license			1,356				3,762				12,176				9,633
Maintenance			30,492				34,491				97,693				104,736
Services			133,007				137,009				383,033				406,035
Hardware			6,088				4,934				18,521				19,274
Total revenue			275,795				266,681				811,003				786,551
Costs and expenses:
Cost of cloud subscriptions, maintenance and services			119,604				118,269				349,883				356,920
Cost of software license			208				391				711				1,068
Research and development			36,360				34,349				106,529				104,693
Sales and marketing			18,057				16,586				59,097				55,669
General and administrative			24,078				20,308				74,273				62,623
Depreciation and amortization			1,660				1,688				4,785				4,670
Restructuring expense			-				-				2,937				-
Total costs and expenses			199,967				191,591				598,215				585,643
Operating income			75,828				75,090				212,788				200,908
Other income, net			2,604				1,312				4,656				3,222
Income before income taxes			78,432				76,402				217,444				204,130
Income tax provision			19,799				12,621				49,449				33,782
Net income		$	58,633			$	63,781			$	167,995			$	170,348
Basic earnings per share		$	0.97			$	1.04			$	2.77			$	2.77
Diluted earnings per share		$	0.96			$	1.03			$	2.75			$	2.74
Weighted average number of shares:
Basic			60,381				61,169				60,620				61,404
Diluted			60,954				61,948				61,183				62,186

See accompanying Notes to Condensed Consolidated Financial Statements.

4

Item 1. Financial Statements (continued)

MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

(in thousands)

		Three Months Ended September 30,								Nine Months Ended September 30,
		2025				2024				2025				2024
		(unaudited)				(unaudited)				(unaudited)				(unaudited)
Net income		$	58,633			$	63,781			$	167,995			$	170,348
Foreign currency translation adjustment, net of tax			(3,751	)			1,734				846				1,018
Comprehensive income		$	54,882			$	65,515			$	168,841			$	171,366

See accompanying Notes to Condensed Consolidated Financial Statements.

5

Item 1. Financial Statements (continued)

MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(in thousands)

		Nine Months Ended September 30,
		2025				2024
		(unaudited)				(unaudited)
Operating activities:
Net income		$	167,995			$	170,348
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			4,785				4,670
Equity-based compensation			80,678				70,614
Gain on disposal of equipment			(22	)			(131	)
Deferred income taxes			17,946				(20,544	)
Unrealized foreign currency loss			246				906
Changes in operating assets and liabilities:
Accounts receivable, net			(8,865	)			(17,515	)
Other assets			(4,311	)			(9,688	)
Accounts payable, accrued and other liabilities			(18,463	)			(13,367	)
Income taxes			(9,840	)			(7,956	)
Deferred revenue			12,271				12,962
Net cash provided by operating activities			242,420				190,299
Investing activities:
Purchase of property and equipment			(10,799	)			(5,547	)
Net cash used in investing activities			(10,799	)			(5,547	)
Financing activities:
Repurchase of common stock			(238,187	)			(241,150	)
Net cash used in financing activities			(238,187	)			(241,150	)
Foreign currency impact on cash			3,891				609
Net change in cash and cash equivalents			(2,675	)			(55,789	)
Cash and cash equivalents at beginning of period			266,230				270,741
Cash and cash equivalents at end of period		$	263,555			$	214,952

See accompanying Notes to Condensed Consolidated Financial Statements.

6

Item 1. Financial Statements (continued)

MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Shareholders’ Equity

(in thousands, except share data)

																	Accumulated
										Additional								Other				Total
		Common Stock								Paid-In				Retained			Comprehensive					Shareholders'
		Shares				Amount				Capital				Earnings				Loss				Equity
For the Three Months Ended September 30, 2025
Balance, June 30, 2025 (unaudited)			60,468,401			$	604			$	-			$	304,480			$	(26,325	)		$	278,759
Repurchase of common stock			(240,891	)			(2	)			(27,124	)			(24,423	)			-				(51,549	)
Restricted stock units issuance			28,932				-				-				-				-				-
Excise tax on net stock repurchases											(453	)											(453	)
Equity-based compensation			-				-				27,577				-				-				27,577
Foreign currency translation adjustment			-				-				-				-				(3,751	)			(3,751	)
Net income			-				-				-				58,633				-				58,633
Balance, September 30, 2025 (unaudited)			60,256,442			$	602			$	-			$	338,690			$	(30,076	)		$	309,216
For the Nine Months Ended September 30, 2025
Balance, December 31, 2024 (audited)			60,921,191			$	609			$	-			$	329,439			$	(30,922	)		$	299,126
Repurchase of common stock			(1,224,719	)			(12	)			(79,431	)			(158,744	)			-				(238,187	)
Restricted stock units issuance			559,970				5				(5	)			-				-				-
Excise tax on net stock repurchases			-				-				(1,242	)			-				-				(1,242	)
Equity-based compensation			-				-				80,678				-				-				80,678
Foreign currency translation adjustment			-				-				-				-				846				846
Net income			-				-				-				167,995				-				167,995
Balance, September 30, 2025 (unaudited)			60,256,442			$	602			$	-			$	338,690			$	(30,076	)		$	309,216
For the Three Months Ended September 30, 2024
Balance, June 30, 2024 (unaudited)			61,245,638			$	612			$	-			$	267,771			$	(27,754	)		$	240,629
Repurchase of common stock			(202,209	)			(2	)			(23,411	)			(28,191	)			-				(51,604	)
Restricted stock units issuance			29,190				-				-				-				-				-
Excise tax on net stock repurchases			-				-				(442	)			-				-				(442	)
Equity-based compensation			-				-				23,853				-				-				23,853
Foreign currency translation adjustment			-				-				-				-				1,734				1,734
Net income			-				-				-				63,781				-				63,781
Balance, September 30, 2024 (unaudited)			61,072,619			$	610			$	-			$	303,361			$	(26,020	)		$	277,951
For the Nine Months Ended September 30, 2024
Balance, December 31, 2023 (audited)			61,566,037			$	615			$	-			$	304,701			$	(27,038	)		$	278,278
Repurchase of common stock			(1,007,013	)			(10	)			(69,452	)			(171,688	)			-				(241,150	)
Restricted stock units issuance			513,595				5				(5	)			-				-				-
Excise tax on net stock repurchases			-				-				(1,157	)			-				-				(1,157	)
Equity-based compensation			-				-				70,614				-				-				70,614
Foreign currency translation adjustment			-				-				-				-				1,018				1,018
Net income			-				-				-				170,348				-				170,348
Balance, September 30, 2024 (unaudited)			61,072,619			$	610			$	-			$	303,361			$	(26,020	)		$	277,951

See accompanying Notes to Condensed Consolidated Financial Statements.

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Notes to Condensed Consolidated Financial Statements

(Unaudited)

1.Basis of Presentation and Principles of Consolidation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Manhattan Associates, Inc. and its subsidiaries (the “Company,” “we,” “us,” “our,” or “Manhattan”) have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information, with the instructions to Form 10-Q and with Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required for complete financial statements. In the opinion of management, these condensed consolidated financial statements contain all normal recurring adjustments considered necessary for a fair presentation of our financial position at September 30, 2025, the results of operations for the three and nine months ended September 30, 2025 and 2024, and cash flows for the nine months ended September 30, 2025 and 2024. The results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the full year or any other interim period. These statements should be read in conjunction with our audited consolidated financial statements and management’s discussion and analysis included in our annual report on Form 10-K for the year ended December 31, 2024.

Principles of Consolidation

The accompanying condensed consolidated financial statements include our accounts and the accounts of our wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Recent Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The updated accounting guidance, among other things, requires additional disclosure primarily related to the income tax rate reconciliation and income taxes paid. We expect to adopt the updated accounting guidance in our Annual Report on Form 10-K for the year ended December 31, 2025. We are currently evaluating the impact the adoption of the new accounting guidance will have on our income tax disclosures.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses ("ASU 2024-03"), and in January 2025, the FASB issued ASU No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date ("ASU 2025-01"). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. We expect to adopt the updated accounting guidance in our Annual Report on Form 10-K for the year ended December 31, 2027 and for interim period reporting beginning in 2028, as required in ASU 2024-03 and further clarified by ASU 2025-01. The Company is currently evaluating the impact that the adoption of these standards will have on its disclosures.

In September 2025, the FASB issued an accounting standard update which amends certain aspects of the accounting for and disclosure for internal-use software costs. The new guidance removes references to software development project stages and considers different software development methods, including methods that entities may use to develop software in the future. The new guidance requires an entity to capitalize software costs when: (1) Management has authorized and committed to funding the software project and (2) It is probable that the project will be completed, and the software will be used to perform the function intended (referred to as the “probable-to-complete recognition threshold"). In evaluating the probable-to-complete recognition threshold, an entity is required to consider whether there is significant uncertainty associated with the development activities of the software. The new guidance is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The Company is currently evaluating the guidance but does not expect material changes to results of operations, cash flows, or financial condition.

2.Revenue Recognition

We recognize revenue when we transfer control of the promised products or services to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those products or services. We derive our revenue from cloud subscriptions, software licenses, customer support services and software enhancements (“maintenance”) for software licenses, professional services, and sales of hardware. We exclude sales and usage-based taxes from revenue.

Nature of Products and Services

Cloud subscriptions include software as a service (“SaaS”) and arrangements which provide customers with the right to use our software within a cloud environment that we provide and manage where the customer does not have the right to take possession of the software without significant penalty. SaaS and hosting revenues are recognized over the contract period.

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Our services revenue consists of fees generated from implementation, training and application managed services, including reimbursements of out-of-pocket expenses in connection with our implementation services. Implementation services include system planning, design, configuration, testing, and other software implementation support, and are typically optional and distinct from our software. Following implementation, customers may purchase application managed services to support and maintain our software. Fees for our services are separately priced and are generally billed on an hourly basis, and revenue is recognized over time as the services are performed. In certain situations, we render professional services under agreements based upon a fixed fee for portions of or all of the engagement. Revenue related to fixed-fee-based services contracts is recognized over time based on the proportion performed.

Our cloud contracts with customers can include the sales of SaaS and services. We allocate the transaction price to the distinct performance obligations based on relative standalone selling price ("SSP"). We estimate SSP based on the prices charged to customers, or by using other observable inputs. The selling price of our cloud subscriptions are highly variable. Thus, we estimate SSP for our cloud subscriptions using the residual approach, determined based on total transaction price less the SSP of other goods and services promised in the contract.

We provide maintenance services to customers who have previously purchased a perpetual license, including a comprehensive 24 hours per day, 365 days per year program that provides customers with software upgrades, when and if available, which include additional or improved functionality and technological advances incorporating emerging supply chain and industry initiatives. Maintenance contracts typically only have one performance obligation. Revenue related to maintenance is generally paid in advance and recognized over the term of the agreement, typically twelve months.

Our perpetual software licenses provide the customer with a right to use the software as it exists at the time of purchase. We recognize revenue for distinct software licenses once the license period has begun and we have made the software available to the customer. The selling prices of our software licenses are highly variable. Thus, we estimate SSP for software licenses using the residual approach, determined based on total transaction price less the SSP of other goods and services promised in the contract. Perpetual software license revenue accounts for approximately 2% of total revenue.

Our customers periodically purchase hardware products developed and manufactured by third parties from us for use with the software licenses purchased from us. These products include computer hardware, radio frequency terminal networks, radio frequency identification (RFID) chip readers, bar code printers and scanners, and other peripherals. As we do not physically control the hardware that we sell, we are acting as an agent in the transaction and recognize our hardware revenue net of related cost. We recognize hardware revenue when control is transferred to the customer upon shipment.

Contract Balances

Cloud subscriptions and maintenance for perpetual software licenses are typically billed annually in advance. Timing of invoicing to customers may differ from timing of revenue recognition. Payment terms for our software licenses vary. We have an established history of collecting under the terms of our software license contracts without providing refunds or concessions to our customers. Services are typically billed monthly as performed. In instances where the timing of revenue recognition differs from the timing of invoicing, we have determined that our contracts generally do not include a significant financing component. The primary purpose of our invoicing terms is to provide customers with predictable ways to purchase our software and services, not to provide or receive financing. Additionally, we apply the practical expedient to exclude from consideration any contracts with payment terms of one year or less. We rarely offer terms extending beyond one year.

Deferred revenue represents amounts collected prior to having completed performance of cloud subscriptions, maintenance, and professional services. In the three and nine months ended September 30, 2025, we recognized $49.8 million and $255.0 million of revenue that was included in the deferred revenue balance as of December 31, 2024. In the three months ended September 30, 2025, we recognized $132.8 million of revenue that was included in the deferred revenue balance as of June 30, 2025.

Remaining Performance Obligations

As of September 30, 2025, approximately $2.1 billion of revenue is expected to be recognized from remaining performance obligations. Over 98% of our remaining performance obligations represent cloud native subscriptions with a non-cancelable term greater than one year (including cloud-deferred revenue as well as amounts we will invoice and recognize as revenue from our performance of cloud services in future periods). Maintenance contracts for perpetual software licenses are typically one year in duration and are not included in the remaining performance obligations. We expect to recognize revenue on approximately 38% of these remaining performance obligations over the next 24 months with the majority of the remaining balance recognized over the

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following 36 months. We elected not to provide disclosures regarding remaining performance obligations for contracts with a term of 1 year or less.

Returns and Allowances

We have not experienced significant returns or warranty claims to date and, as a result, have not recorded a provision for the cost of returns and product warranty claims.

We record an allowance for credit losses utilizing a model of internal historical losses data. In estimating the allowance for credit losses, we considered our historical write-offs, the historical creditworthiness of the customer, and other factors. We also analyzed expected credit losses given future risks in projected economic conditions and future risks of customer collection. Should any of these factors change, the estimates made by us will also change accordingly, which could affect the level of our future allowances. Additions to the allowance for credit losses are recorded in general and administrative expense and were immaterial in all periods presented. Our credit loss reserve was $0.9 million as of September 30, 2025 and December 31, 2024.

We also adjust accounts receivable with a corresponding adjustment in services revenue for the most likely amount of potential service revenue adjustments based on a detailed assessment of accounts receivable. The total amount recorded to services revenue was a $0.1 million reduction and $0.1 million addition for the three months ended September 30, 2025 and 2024, respectively, and a $0.5 million reduction and a $1.0 million reduction for the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025 and December 31, 2024, we have reduced our accounts receivable balance by $2.1 million and $2.8 million, respectively, for these potential adjustments.

Deferred Commissions

We consider sales commissions to be incremental costs of obtaining a contract with a customer. We defer and recognize an asset for sales commissions related to performance obligations with an expected period of benefit of more than one year. We amortize these amounts over the expected benefit period, which we estimate by considering several factors, including the rate of technological change and duration of our customer contracts. Sales commission for renewal contracts are amortized over the related contractual renewal period. We apply the practical expedient to expense sales commissions when the amortization period would have been one year or less. Deferred commissions were $45.3 million as of September 30, 2025, of which $34.2 million is included in other assets and $11.1 million is included in prepaid expenses. Sales commission expense is included in Sales and Marketing expense in the accompanying Consolidated Statements of Income. Amortization of sales commissions was $3.0 million and $2.6 million for the three months ended September 30, 2025 and 2024, respectively, and $8.8 million and $7.9 million for the nine months ended September 30, 2025 and 2024, respectively. No impairment losses were recognized during the periods.

3.Fair Value Measurement

We measure our investments based on a fair value hierarchy disclosure framework that prioritizes and ranks the level of market price observability used in measuring assets and liabilities at fair value. Market price observability is affected by a number of factors, including the type of asset or liability and its characteristics. This hierarchy prioritizes the inputs into three broad levels as follows:

•Level 1–Quoted prices in active markets for identical instruments.

•Level 2–Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

•Level 3–Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Investments with maturities of 90 days or less from the date of purchase are classified as cash equivalents; investments with maturities of greater than 90 days from the date of purchase but less than one year are generally classified as short-term investments; and investments with maturities of one year or greater from the date of purchase are generally classified as long-term investments. Unrealized holding gains and losses are reflected as a net amount in a separate component of shareholders’ equity until realized. For the purposes of computing realized gains and losses, cost is determined on a specific identification basis.

At September 30, 2025, our cash and cash equivalents were $172.8 million and $90.8 million, respectively. We had neither short-term investments nor long-term investments at September 30, 2025. Cash equivalents consist of highly liquid money market funds. For money market funds, we use quoted prices from active markets that are classified at Level 1, the highest level of observable input in the disclosure hierarchy framework. We had no investments classified at Level 2 or Level 3 at September 30, 2025.

4.Equity-Based Compensation

We granted 99,649 and 1,273 restricted stock units (RSUs) during the three months ended September 30, 2025 and 2024, respectively, and granted 594,983 and 549,122 RSUs during the nine months ended September 30, 2025 and 2024, respectively.

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Equity-based compensation expense related to RSUs was $27.6 million and $23.9 million during the three months ended September 30, 2025 and 2024, respectively, and $80.7 million and $70.6 million during the nine months ended September 30, 2025 and 2024, respectively.

We present below a summary of changes during the nine months ended September 30, 2025 in our unvested units of restricted stock:

		Number of shares/units
Outstanding at December 31, 2024			1,390,238
Granted			594,983
Vested			(559,970	)
Forfeited			(37,852	)
Outstanding at September 30, 2025			1,387,399

5.Income Taxes

Our provision for income taxes varied from the tax computed at the U.S. federal statutory income tax rate for the periods presented primarily due to the Foreign Derived Intangible Income deduction, state taxes, employee compensation limitation, the tax effects of stock-based compensation, and the U.S. research and development tax credit. Our effective tax rate was 25.2% and 16.5% for the three months ended September 30, 2025 and 2024, respectively, and 22.7% and 16.5% for the nine months ended September 30, 2025 and 2024, respectively. The increase in the effective tax rate for the three months ended September 30, 2025 is due to an increase in uncertain tax position liabilities and a decrease in statute of limitation expiration benefits on uncertain tax positions, partially offset by an increase in benefits for return to provision estimates. The increase in the effective tax rate for the nine months ended September 30, 2025 is also due to an increase in uncertain tax position reserves, a decrease of excess tax benefits on restricted stock vesting, and a decrease in statute of limitation expiration benefits on uncertain tax positions.

We apply the provisions for income taxes related to, among other things, accounting for uncertain tax positions and disclosure requirements in accordance with Accounting Standards Classification (ASC) 740, Income Taxes. For the three months ended September 30, 2025, there were no material changes to our uncertain tax positions.

We conduct business globally and, as a result, file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. In the normal course of business, Manhattan is subject to examination by taxing authorities throughout the world. We are no longer subject to U.S. federal, substantially all state and local income tax examinations and substantially all non-U.S. income tax examinations for years before 2012.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law. The OBBBA includes significant changes to U.S. corporate tax provisions of the Tax Cuts and Jobs Act. Notably, it allows an immediate deduction for domestic research and development expenditures, reinstates 100% bonus depreciation, and modifies international tax provisions. The acceleration of the deduction for domestic research and development expenditures reduces our cash taxes owed for 2025.

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6.Basic and Diluted Net Income Per Share

Basic net income per share is computed using net income divided by the weighted average number of shares of common stock outstanding (“Weighted Shares”) for the period presented.

Diluted net income per share is computed using net income divided by Weighted Shares and the treasury stock method effect of common equivalent shares ("CESs") outstanding for each period presented.

In the following table, we present a reconciliation of earnings per share and the shares used in the computation of earnings per share for the three and nine months ended September 30, 2025 and 2024 (in thousands, except per share data):

		Three Months Ended September 30,								Nine Months Ended September 30,
		2025				2024				2025				2024
		(in thousands, except per share data)								(in thousands, except per share data)
Net income		$	58,633			$	63,781			$	167,995			$	170,348
Earnings per share:
Basic		$	0.97			$	1.04			$	2.77			$	2.77
Effect of CESs			(0.01	)			(0.01	)			(0.02	)			(0.03	)
Diluted		$	0.96			$	1.03			$	2.75			$	2.74
Weighted average number of shares:
Basic			60,381				61,169				60,620				61,404
Effect of CESs			573				779				563				782
Diluted			60,954				61,948				61,183				62,186

The number of anti-dilutive CESs during the three and nine months ended September 30, 2025 and 2024 was immaterial.

7.Contingencies

From time to time, we are involved in litigation relating to claims arising out of the ordinary course of business, and occasionally legal proceedings not in the ordinary course.

Many of our installations involve products that are critical to the operations of our clients’ businesses. Any failure in one of our products could result in a claim for substantial damages against us, regardless of our responsibility for such failure. Although we attempt to limit contractually our liability for damages arising from product failures or negligent acts or omissions, there can be no assurance that the limitations of liability set forth in our contracts will be enforceable in all instances.

Although litigation and other legal proceeding outcomes are inherently difficult to predict, we do not currently believe we are a party to any legal proceeding the result of which is likely to have a material adverse impact on our business, financial position, results of operations, or cash flows. We expense legal costs associated with loss contingencies as such legal costs are incurred. Insurance recoveries, if any, are recorded once received.

Among other proceedings, we are currently party to the lawsuits described below.

Securities Litigation

On February 25, 2025, an alleged Company shareholder filed a putative class action lawsuit, Prime v. Manhattan Associates, Inc., et al., No. 1:25-cv-00992-TRJ (N.D. Ga.), in the United States District Court for the Northern District of Georgia against the Company and certain of our current and former officers (the “Prime Action”). The complaint in the Prime Action alleged violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10b-5 promulgated under that act, based on purported materially false and misleading statements and omissions allegedly made by the defendants between October 22, 2024, and January 28, 2025. The complaint in the Prime Action sought class certification, unspecified monetary damages, and costs and attorneys’ fees. On April 15, 2025, another alleged Company shareholder filed a putative class action lawsuit, City of Orlando Police Officers’ Pension Fund v. Manhattan Associates, Inc., et al., No. 1:25-cv-02089-TRJ (N.D. Ga.), in the United States District Court for the Northern District of Georgia against the Company and certain of our current and former officers (the “City of Orlando Action”). The complaint in the City of Orlando Action alleged violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 based on purported materially false and misleading statements and omissions allegedly made by the defendants between July 24, 2024, and February 7, 2025. The factual allegations underlying the claims in the City of Orlando Action were similar to the factual allegations made in the Prime Action. The complaint in the City of Orlando Action sought class certification, unspecified monetary damages, and costs and attorneys’ fees. On May 2, 2025, the Court consolidated the two actions (the “Consolidated Action”), and on May 23, 2025, the Court appointed the plaintiffs in the City of Orlando Action as the lead plaintiffs in the Consolidated Action. On July 22, 2025, the lead plaintiffs filed their Amended Complaint, in which the securities law violations

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alleged are the same as those alleged in the original actions and the proposed class period is the same as in the City of Orlando action. The defendants deny the material allegations in the Consolidated Action, which is still in the early stages and has not yet been certified as a class action, and intend to defend themselves vigorously. The defendants filed a motion to dismiss the Consolidated Action on September 22, 2025. The time for lead plaintiffs to respond to the defendants’ motion to dismiss has not yet expired. The Company maintains insurance that may cover defendants’ liability arising out of this litigation up to the policy limits and subject to meeting certain deductibles and to other terms and conditions. We are unable to predict the ultimate timing or outcome of, or reasonably estimate the possible losses or a range of possible losses resulting from, these proceedings.

Derivative Litigation

On September 22, 2025, a purported Company shareholder, Patrick Ayers, filed a shareholder derivative lawsuit, Ayers v. Capel, et al., No. 1:25-cv-05416-TRJ, in the United States District Court for the Northern District of Georgia (the “Ayers Action”). The Ayers Action names certain of the Company’s current and former officers and directors as defendants. The allegations in the Ayers Action overlap substantially with the allegations in the above-referenced Consolidated Action. The Ayers Action assert claims for alleged violations of the federal securities laws, breach of fiduciary duty, waste, and unjust enrichment. On October 14, 2025, the court entered an order staying the Ayers Action pending resolution of the motion to dismiss in the Consolidated Action. We are unable to predict the ultimate timing or outcome of, or reasonably estimate the possible losses or a range of possible losses resulting from, these proceedings.

8.Reportable Segments

We manage our business by geographic segment and have three geographic reportable segments: the Americas (North, Latin and South America); Europe, the Middle East and Africa (EMEA); and Asia Pacific (APAC). All segments derive revenue from the sale and implementation of our supply chain commerce solutions. The individual products sold by the segments are similar in nature and are all designed to help companies manage the effectiveness and efficiency of their supply chain commerce. We use the same accounting policies for each reportable segment. The chief operating decision maker (Chief Executive Officer) reviews the variances in each reportable segment’s operating income compared to prior periods and to budget on a monthly basis to evaluate performance and allocate resources (including employees, financial or capital).

The Americas segment charges royalty fees to the other segments based on software licenses and cloud subscriptions sold by those reportable segments. The royalties, which totaled approximately $6.5 million and $4.8 million for the three months ended September 30, 2025 and 2024, respectively, and $19.4 million and $13.9 million for the nine months ended September 30, 2025 and 2024, respectively, are included in costs of revenue for each segment with a corresponding reduction in the Americas segment’s cost of revenue. The revenues represented below are from external customers only. The geography-based costs consist of costs for professional services personnel, direct sales and marketing expenses, infrastructure costs to support the employee and customer base, billing and financial systems, management and general and administrative support. There are certain corporate expenses included in the Americas segment that we do not charge to the other segments. Such expenses include research and development, stock compensation, certain marketing and general and administrative costs that support the global organization, and the amortization of acquired developed technology. Costs in the Americas’ segment include all research and development costs including the costs associated with our operations in India. Expense related to an unusual health insurance claim is included within "Operating expenses" within the Americas segment for the nine months ended September 30, 2025.

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In accordance with segment reporting topic of the FASB Codification, we present below certain financial information by reportable segment for the three and nine months ended September 30, 2025 and 2024 (in thousands):

	Three Months Ended September 30,
	2025													2024
	Americas			EMEA			APAC			Consolidated				Americas			EMEA			APAC			Consolidated
Revenue:
Cloud subscriptions	$	79,336		$	21,272		$	4,244		$	104,852			$	67,708		$	16,158		$	2,619		$	86,485
Software license		834			379			143			1,356				3,112			278			372			3,762
Maintenance		23,648			4,568			2,276			30,492				27,541			4,725			2,225			34,491
Services		96,791			27,718			8,498			133,007				102,616			26,862			7,531			137,009
Hardware		6,050			38			-			6,088				4,875			59			-			4,934
Total revenue		206,659			53,975			15,161			275,795				205,852			48,082			12,747			266,681
Costs and Expenses:
Cost of revenue	$	87,819		$	25,434		$	6,559			119,812				88,997			23,934			5,729			118,660
Operating expenses		71,622			5,474			1,399			78,495				66,422			3,380			1,441			71,243
Depreciation and amortization		1,435			190			35			1,660				1,400			247			41			1,688
Total costs and expenses		160,876			31,098			7,993			199,967				156,819			27,561			7,211			191,591
Operating income	$	45,783		$	22,877		$	7,168		$	75,828			$	49,033		$	20,521		$	5,536		$	75,090
Interest income											1,007													1,636
Other (loss) income, net											1,597													(324	)
Income before income taxes										$	78,432												$	76,402
	Nine Months Ended September 30,
	2025													2024
	Americas			EMEA			APAC			Consolidated				Americas			EMEA			APAC			Consolidated
Revenue:
Cloud subscriptions	$	230,728		$	58,154		$	10,698		$	299,580			$	193,505		$	46,030		$	7,338		$	246,873
Software license		3,192			8,242			742			12,176				7,371			1,126			1,136			9,633
Maintenance		77,349			13,810			6,534			97,693				84,038			13,930			6,768			104,736
Services		278,455			81,256			23,322			383,033				304,200			80,265			21,570			406,035
Hardware		18,156			356			9			18,521				19,005			269			-			19,274
Total revenue		607,880			161,818			41,305			811,003				608,119			141,620			36,812			786,551
Costs and Expenses:
Cost of revenue		254,366			77,777			18,451			350,594				267,797			73,830			16,361			357,988
Operating expenses		218,792			17,073			4,034			239,899				205,455			13,486			4,044			222,985
Depreciation and amortization		4,089			581			115			4,785				3,847			704			119			4,670
Restructuring expense		2,937			-			-			2,937				-			-			-			-
Total costs and expenses		480,184			95,431			22,600			598,215				477,099			88,020			20,524			585,643
Operating income	$	127,696		$	66,387		$	18,705		$	212,788			$	131,020		$	53,600		$	16,288		$	200,908
Interest income											2,960													4,553
Other income (loss), net											1,696													(1,331	)
Income before income taxes										$	217,444												$	204,130

In the following table, we present goodwill, long-lived assets, and total assets by reportable segment as of September 30, 2025 and December 31, 2024 (in thousands):

		As of September 30, 2025																As of December 31, 2024
		Americas				EMEA				APAC				Consolidated				Americas				EMEA				APAC				Consolidated
Goodwill, net		$	54,766			$	5,515			$	1,963			$	62,244			$	54,766			$	5,497			$	1,963			$	62,226
Long lived assets			88,746				13,379				2,310				104,435				83,517				11,501				2,538				97,556
Total assets			623,226				115,677				29,920				768,823				633,157				102,222				22,172				757,551

We derived revenue from sales to customers outside the United States of approximately $96.6 million and $88.0 million for the three months ended September 30, 2025 and 2024, respectively, and approximately $279.6 million and $260.6 million for the nine months ended September 30, 2025 and 2024, respectively. Our remaining revenue was derived from domestic sales.

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Cloud subscriptions revenue primarily relates to our Manhattan Active omnichannel, warehouse management solutions, and transportation management solutions for the nine months ended September 30, 2025. The majority of our software license revenue (over 85% and over 75%) relates to our warehouse management product group for the three and nine months ended September 30, 2025, respectively.

9. Restructuring Expense

In January 2025, the Company eliminated approximately 100 positions to align our services capacity with customer demand which has been impacted by short-term macro-economic uncertainty. The Company recorded restructuring expense of approximately $2.9 million pretax ($2.2 million after-tax or $0.04 per fully diluted share) in the nine months ended September 30, 2025 to the Americas segment. The expense primarily consists of employee severance and outplacement services. The expense is classified in “Restructuring expense” in the Company’s Consolidated Statements of Income for the nine months ended September 30, 2025.

The following table summarizes the activity in the restructuring accrual for the nine months ended September 30, 2025 (in thousands):

Restructuring expense		$	2,937
Cash payments			(2,937	)
Restructuring accrual balance at September 30, 2025		$	-

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with the condensed consolidated financial statements for the three and nine months ended September 30, 2025 and 2024, including the notes to those statements, included elsewhere in this quarterly report. We also recommend the following discussion be read in conjunction with management’s discussion and analysis and consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2024. Statements in the following discussion that are not statements of historical fact are “forward-looking statements.” Actual results may differ materially from the results predicted in such forward-looking statements, for a variety of factors. See “Forward-Looking Statements” below.

References in this filing to the “Company,” “Manhattan,” “Manhattan Associates,” “we,” “our,” and “us” refer to Manhattan Associates, Inc., our predecessors, and our wholly owned and consolidated subsidiaries.

Business Overview

We develop, sell, deploy, service and maintain software solutions designed to manage supply chains, inventory and omnichannel operations for retailers, wholesalers, manufacturers, logistics providers and other organizations. Our customers include many of the world’s premier and most profitable brands.

Our business model is singularly focused on the development and implementation of complex commerce enablement software solutions that are designed to optimize supply chains, and retail store operations including point-of-sale effectiveness and efficiency for our customers.

We have five principal sources of revenue:

•cloud subscriptions, including software as a service (SaaS) and hosting of software;

•licenses of our software;

•customer support services and software enhancements (collectively, “maintenance”) related to software licenses;

•professional services, including solutions planning and implementation, related consulting, customer training, and reimbursements from customers for out-of-pocket expenses (collectively, “services”); and

•hardware sales.

In the three and nine months ended September 30, 2025, we generated $275.8 million and $811.0 million in total revenue, respectively. The revenue mix for the three months ended September 30, 2025 was: cloud subscriptions 38%; software license 1%; maintenance 11%; services 48%; and hardware 2%. The revenue mix for the nine months ended September 30, 2025 was: cloud subscriptions 37%; software license 2%; maintenance 12%; services 47%; and hardware 2%.

We have three geographic reportable segments: North, Latin and South America (the “Americas”), Europe, the Middle East and Africa (EMEA), and Asia-Pacific (APAC). Geographic revenue is based on the location of the sale. Our international revenue was approximately $96.6 million and $279.6 million for the three and nine months ended September 30, 2025, which represents approximately 35% and 34% of our total revenue for the three and nine months ended September 30, 2025, respectively. International revenue includes all revenue derived from sales to customers outside the United States. At September 30, 2025, we employed approximately 4,400 employees worldwide. We have offices in Australia, Chile, China, France, Germany, India, Italy, Japan, the Netherlands, Singapore, Spain, the United Kingdom, and the United States, as well as representatives in Mexico and reseller partnerships in Latin America, Eastern Europe, the Middle East, South Africa, and Asia.

Future Expectations

We remain cautious regarding the current turbulent global macro environment, which could impact our performance. Our results for the first nine months of 2025 exceeded our expectations due to solid demand for our cloud solutions. Our solutions are mission critical, supporting complex global supply chains. We believe that favorable secular tailwinds, such as the digital transformation of businesses in manufacturing, wholesale and retail, coupled with our commitment to investing in organic innovation to deliver leading cloud supply chain, inventory and omnichannel commerce solutions is in alignment with current market demand. We believe this contributes to our strong financial results, higher demand and strong win rates for our solutions for the period. While we are encouraged by our results, we remain cautious regarding the pace of global economic growth. We believe global geopolitical and economic volatility likely will continue to shape customers’ and prospects’ enterprise software buying decisions.

Going forward, we are investing in our cloud business, including enterprise investments in innovation, and strategic operating expenses to support growth objectives.

For the remainder of 2025, our five strategic goals remain to:

•Focus on employees, customer success and drive sustainable long-term growth;

•Invest in innovation to expand our products and total addressable market;

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•Expand our Manhattan Active Suite of Cloud Solutions;

•Develop and grow our cloud business and cloud subscription revenue; and

•Expand our global sales and marketing teams.

Cloud Subscription

Under our Manhattan Active® Solutions cloud subscription offering, customers pay a periodic fee for the right to use our software within a cloud environment that we provide and manage over a specified period of time. Adoption of our Manhattan Active® cloud solutions continues to increase nicely, with cloud revenue up 21% over the same quarter in the prior year. Cloud revenue represents about 96% of our total software revenue. Customers on our legacy perpetual license program can convert their maintenance contracts to cloud subscription contracts.

Global Economic Trends and Industry Factors

Global macro-economic trends, technology spending, and supply chain management market growth are important barometers for our business. In the three and nine months ended September 30, 2025, approximately 65% and 66% of our total revenue was generated in the United States, respectively; 20% in EMEA in both periods; and the remaining balance in APAC, Canada, and Latin America. In addition, Gartner Inc. (“Gartner”), an information technology research and advisory company, estimates that approximately 80% of every supply chain software solutions dollar invested is spent in North America and Western Europe; consequently, the health of the U.S. and the Western European economies have a meaningful impact on our financial results.

We sell technology-based solutions with total pricing, including software and services, in many cases exceeding $1.0 million. Our software is often a part of our customers’ and prospects’ much larger capital commitment associated with facilities expansion and business improvement. We believe that, given the mission critical nature of our software, combined with a challenging global macro environment, our current sales cycles for large cloud subscriptions in our target markets could be extended. While demand for our solutions is solid, the current business climate within the United States and geographic regions in which we operate may affect customers’ and prospects’ decisions regarding timing of strategic capital expenditures.

While we are encouraged by our results, we remain cautious regarding the pace of global economic growth. We believe global geopolitical and economic volatility likely will continue to shape customers’ and prospects’ enterprise software buying decisions.

Key Performance Metrics

We regularly review metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections and make strategic decisions. We believe cloud subscriptions revenue growth and remaining performance obligation (RPO) growth are the leading indicators of our business performance, primarily derived from cloud subscription fees that customers pay for our Unified Omnichannel Commerce and Digital Supply Chain solutions.

Cloud Subscriptions Revenue Growth

Our cloud revenue growth provides insight into our ability to maintain and grow our cloud customer base. Total cloud revenue increased to $299.6 million in the nine months ended September 30, 2025 from $246.9 million for the same period in the prior year, representing a 21% year-over-year increase. Cloud revenue growth is being driven by strong demand for our cloud offerings.

Remaining Performance Obligations

Transaction price allocated to RPO represents contracted revenue that has not yet been recognized, which includes deferred revenue and non-cancelable amounts that we expect to invoice and recognize as revenue in future periods. Over 98% of our RPO represent cloud native subscriptions with a non-cancelable term greater than one year. Maintenance contracts typically are for one year and not included in RPO. RPO provides insight into our contracted backlog of future business. As of September 30, 2025, our RPO was approximately $2.1 billion, an increase of 23% over September 30, 2024 on strong demand.

Revenue

Cloud Subscriptions and Software License Revenue. In the three months ended September 30, 2025, cloud subscriptions revenue totaled $104.9 million or 38% of total revenues. The Americas, EMEA, and APAC segments recognized $79.3 million, $21.3 million, and $4.3 million in cloud subscriptions revenue, respectively, in the three months ended September 30, 2025. In the nine months ended September 30, 2025, cloud subscriptions revenue totaled $299.6 million or 37% of total revenues. The Americas, EMEA, and APAC segments recognized $230.7 million, $58.2 million, and $10.7 million in cloud subscriptions revenue, respectively, in the nine months ended September 30, 2025. Cloud subscriptions revenue is recognized over the term of the agreement, typically five years or more. Cloud subscription revenue growth is influenced by the strength of general economic and business conditions and the competitive position of our software products. These revenues generally have long sales cycles.

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In the three months ended September 30, 2025, license revenue totaled $1.4 million, or 1% of total revenue. The Americas, EMEA, and APAC segments totaled $0.9 million, $0.4 million, and $0.1 million in license revenue, respectively, in the three months ended September 30, 2025. In the nine months ended September 30, 2025, license revenue totaled $12.2 million, or 2% of total revenue. The Americas, EMEA, and APAC segments totaled $3.2 million, $8.3 million, and $0.7 million in license revenue, respectively, in the nine months ended September 30, 2025.

During the three and nine months ended September 30, 2025, approximately 15% and 50%, respectively, of the total value of new non-cancelable cloud subscriptions (excluding renewals) signed was with new customers, and 85% and 50%, respectively, was with existing customers. We define new customers as entities from which we either have never earned revenue or have not recognized revenue in the last five years.

Our Unified Omnichannel Commerce and Digital Supply Chain solutions are focused on core omnichannel operation (e-commerce, retail store operations and POS), supply chain commerce operations (Warehouse Management, Transportation Management and Labor Management), and Inventory Optimization, which are intensely competitive markets characterized by rapid technological change. We are a market leader in the supply chain management and omnichannel software solutions market as defined by industry analysts such as ARC Advisory Group and Gartner. Our goal is to extend our position as a leading global supply chain solutions provider by growing our cloud subscriptions and software license revenues faster than our competitors through investment in innovation.

Maintenance Revenue. Our maintenance revenue for the three months ended September 30, 2025 totaled $30.5 million, or 11% of total revenue. The Americas, EMEA and APAC segments recognized $23.7 million, $4.6 million, and $2.2 million, respectively, in maintenance revenue in the three months ended September 30, 2025. In the nine months ended September 30, 2025, maintenance revenue totaled $97.7 million, or 12% of total revenue. The Americas, EMEA, and APAC segments totaled $77.4 million, $13.8 million, and $6.5 million in maintenance revenue, respectively, in the nine months ended September 30, 2025. For maintenance, we offer a comprehensive 24 hours per day, 365 days per year program that provides our customers with software upgrades, when and if available, which include additional or improved functionality and technological advances incorporating emerging supply chain and industry initiatives.

Maintenance relates to our legacy perpetual license sales. We expect maintenance revenues to decline as we continue to develop our cloud offerings, and be offset by additional cloud revenue, including from customers converting their maintenance contracts to cloud subscriptions. The growth of maintenance revenues is influenced by: (1) new software license revenue growth; (2) annual renewal of support contracts; and (3) fluctuations in currency rates. Substantially all of our customers renew their annual support contracts or convert their maintenance contracts to cloud subscriptions. Maintenance revenue is generally paid in advance and recognized over the term of the agreement, typically twelve months. Maintenance renewal revenue is recognized over the renewal period once we have a contract upon payment from the customer.

Services Revenue. In the three months ended September 30, 2025, our services revenue totaled $133.0 million, or 48% of total revenue. The Americas, EMEA, and APAC segments recognized $96.7 million, $27.8 million, and $8.5 million, respectively, in services revenue in the three months ended September 30, 2025. In the nine months ended September 30, 2025, services revenue totaled $383.0 million, or 47% of total revenue. The Americas, EMEA, and APAC segments totaled $278.4 million, $81.3 million, and $23.3 million in services revenue, respectively, in the nine months ended September 30, 2025.

Our professional services organization provides our customers with expertise and assistance in planning and implementing our solutions. To ensure a successful product implementation, consultants assist customers with the initial implementation of a system or service, the conversion and transfer of the customer’s historical data to the new system or service, and ongoing training, education, and system/service upgrades. We believe our professional services enable customers to implement our software rapidly, ensure the customer’s success with our solutions, strengthen our customer relationships, and add to our industry-specific knowledge base for use in future implementations and product innovations.

Although our professional services are optional, the majority of our customers use at least some portion of these services for their planning, implementation, or related needs. Professional services are typically rendered under time and materials-based contracts with services typically billed on an hourly basis. Professional services are sometimes rendered under fixed-fee based contracts with payments due on specific dates or milestones.

Services revenue growth is contingent upon cloud sales and customer upgrade cycles, which are influenced by the strength of general economic and business conditions and the competitive position of our software products. In addition, our professional services business has competitive exposure to offshore providers and other consulting companies.

Hardware Revenue. Our hardware revenue, which we recognize net of related costs, totaled $6.1 million in the three months ended September 30, 2025 representing 2% of total revenue. For the nine months ended September 30, 2025, hardware revenue totaled $18.5 million, or 2% of total revenue. As a convenience for our cloud and software customers, we resell a variety of hardware products developed and manufactured by third parties. These products include computer hardware, radio frequency terminal networks, RFID chip readers, bar code printers and scanners, and other peripherals. We resell all third-party hardware products and related

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maintenance pursuant to agreements with manufacturers or through distributor-authorized reseller agreements, pursuant to which we are entitled to purchase hardware products and services at discount prices. We purchase hardware from our vendors only after receiving an order from a customer. As a result, we do not maintain hardware inventory.

Product Development

We continue to invest significantly in research and development (R&D) to provide leading Unified Omnichannel Commerce and Digital Supply Chain solutions to enable global retailers, manufacturers, wholesalers, distributors, and logistics providers to successfully manage accelerating and fluctuating demands as well as the increasing complexity and volatility of their local and global supply chains, retail store operations and points of sale. Our R&D expenses were $36.4 million and $106.5 million for the three and nine months ended September 30, 2025, respectively.

We expect to continue to focus our R&D resources on the development and enhancement of our core supply chain, inventory optimization, omnichannel and point-of-sale software solutions. We offer what we believe to be the broadest solutions portfolio in the supply chain solutions marketplace, addressing all aspects of inventory optimization, transportation management, distribution management, planning, and omnichannel operations including order management, store inventory & fulfillment, call center and point-of-sale.

We also plan to continue to enhance our existing solutions and to introduce new solutions to address evolving industry standards and market needs. We identify opportunities to further enhance our solutions and to develop and provide new solutions through our customer support organization, as well as through ongoing customer consulting engagements and implementations, interactions with our user groups, association with leading industry analysts and market research firms, and participation in industry standards and research committees. Our solutions address the needs of customers in various vertical markets, including retail, consumer goods, food and grocery, logistics service providers, industrial and wholesale, high technology and electronics, life sciences, and government.

Cash Flow and Financial Condition

For the three and nine months ended September 30, 2025, we generated cash flow from operating activities of $93.1 million and $242.4 million, respectively. Our cash and cash equivalents at September 30, 2025 totaled $263.6 million, with no debt. We currently have no credit facilities. Our primary uses of cash have been for funding investments in R&D in our Unified Omnichannel Commerce and Digital Supply Chain solutions to drive revenue and earnings growth. In addition, during the nine months ended September 30, 2025, we repurchased approximately $199.5 million of Manhattan Associates’ outstanding common stock under the share repurchase program approved by our Board of Directors. In October 2025, our Board of Directors approved replenishing the Company’s remaining share repurchase authority to an aggregate of $100.0 million of our common stock.

For the remainder of 2025, we expect our first priority for use of cash will continue to be investments in our Unified Omnichannel Commerce and Digital Supply Chain solutions. We also expect to prioritize capital allocation in our global teams to fund growth and share repurchases. We do not anticipate any borrowing requirements in 2025 for general corporate purposes.

Results of Operations

In the following table, we present a summary of our consolidated results for the three and nine months ended September 30, 2025 and 2024.

		Three Months Ended September 30,								Nine Months Ended September 30,
		2025				2024				2025				2024
		(in thousands, except per share data)
Revenue		$	275,795			$	266,681			$	811,003			$	786,551
Costs and expenses			199,967				191,591				598,215				585,643
Operating income			75,828				75,090				212,788				200,908
Other income, net			2,604				1,312				4,656				3,222
Income before income taxes			78,432				76,402				217,444				204,130
Net income		$	58,633			$	63,781			$	167,995			$	170,348
Diluted earnings per share		$	0.96			$	1.03			$	2.75			$	2.74
Diluted weighted average number of shares			60,954				61,948				61,183				62,186

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We have three geographic reportable segments: the Americas, EMEA, and APAC. Geographic revenue information is based on the location of sale. The revenues represented below are from external customers only. The geography-based expenses include costs of personnel, direct sales, marketing expenses, and general and administrative costs to support the business. There are certain corporate expenses included in the Americas segment that we do not charge to the other segments, including R&D, stock compensation, certain marketing and general and administrative costs that support the global organization, and the amortization of acquired developed technology. Included in the Americas costs are all R&D costs, including the costs associated with our operations in India. During the three and nine months ended September 30, 2025 and 2024, we derived the majority of our revenues from sales to customers within our Americas segment. In the following table, we present a summary of revenue and operating income by segment:

		Three Months Ended September 30,												Nine Months Ended September 30,
		2025				2024				% Change vs. Prior Year				2025				2024				% Change vs. Prior Year
Revenue:		(in thousands)												(in thousands)
Cloud subscriptions
Americas			79,336				67,708				17	%			230,728				193,505				19	%
EMEA			21,272				16,158				32	%			58,154				46,030				26	%
APAC			4,244				2,619				62	%			10,698				7,338				46	%
Total cloud subscriptions		$	104,852			$	86,485				21	%		$	299,580			$	246,873				21	%
Software license
Americas			834				3,112				-73	%			3,192				7,371				-57	%
EMEA			379				278				36	%			8,242				1,126				632	%
APAC			143				372				-62	%			742				1,136				-35	%
Total software license		$	1,356			$	3,762				-64	%		$	12,176			$	9,633				26	%
Maintenance
Americas			23,648				27,541				-14	%			77,349				84,038				-8	%
EMEA			4,568				4,725				-3	%			13,810				13,930				-1	%
APAC			2,276				2,225				2	%			6,534				6,768				-3	%
Total maintenance		$	30,492			$	34,491				-12	%		$	97,693			$	104,736				-7	%
Services
Americas			96,791				102,616				-6	%			278,455				304,200				-8	%
EMEA			27,718				26,862				3	%			81,256				80,265				1	%
APAC			8,498				7,531				13	%			23,322				21,570				8	%
Total services		$	133,007			$	137,009				-3	%		$	383,033			$	406,035				-6	%
Hardware
Americas			6,050				4,875				24	%			18,156				19,005				-4	%
EMEA			38				59				-36	%			356				269				32	%
APAC			-				-			-					9				-			-
Total hardware		$	6,088			$	4,934				23	%		$	18,521			$	19,274				-4	%
Total Revenue
Americas			206,659				205,852				0	%			607,880				608,119				0	%
EMEA			53,975				48,082				12	%			161,818				141,620				14	%
APAC			15,161				12,747				19	%			41,305				36,812				12	%
Total revenue		$	275,795			$	266,681				3	%		$	811,003			$	786,551				3	%
Operating income:
Americas			45,783				49,033				-7	%			127,696				131,020				-3	%
EMEA			22,877				20,521				11	%			66,387				53,600				24	%
APAC			7,168				5,536				29	%			18,705				16,288				15	%
Total operating income		$	75,828			$	75,090				1	%		$	212,788			$	200,908				6	%

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Condensed Consolidated Financial Summary - Third Quarter 2025

•Consolidated total revenue: $275.8 million for the third quarter of 2025, compared to $266.7 million for the third quarter of 2024;

•Cloud subscription revenue: $104.9 million for the third quarter of 2025, compared to $86.5 million for the third quarter of 2024;

•Software license revenue: $1.4 million for the third quarter of 2025, compared to $3.8 million for the third quarter of 2024;

•Services revenue: $133.0 million for the third quarter of 2025, compared to $137.0 million for the third quarter of 2024;

•Operating income: $75.8 million for the third quarter of 2025, compared to $75.1 million for the third quarter of 2024;

•Operating margins: 27.5% for the third quarter of 2025, compared to 28.2% for the third quarter of 2024;

•Diluted earnings per share: $0.96 for the third quarter of 2025 compared to $1.03 for the third quarter of 2024;

•Cash flow from operations: $93.1 million in the third quarter of 2025, compared to $62.3 million in the third quarter of 2024;

•Days sales outstanding: 73 days at September 30, 2025, compared to 70 days at June 30, 2025;

•Cash: $263.6 million at September 30, 2025, compared to $230.6 million at June 30, 2025;

•Share repurchases: In the three months ended September 30, 2025, we reduced our shares of common stock outstanding through the repurchase of approximately 0.2 million shares of our common stock, under the share repurchase program authorized by our Board of Directors for a total investment of $49.9 million. In October 2025, our Board of Directors approved replenishing the Company’s remaining share repurchase authority to an aggregate of $100.0 million of our common stock.

Below we discuss our consolidated results of operations for the third quarters of 2025 and 2024.

Revenue

		Three Months Ended September 30,
										% Change vs.				% of Total Revenue
		2025				2024				Prior Year				2025				2024
		(in thousands)
Cloud subscriptions		$	104,852			$	86,485				21	%			38	%			33	%
Software license			1,356				3,762				-64	%			1	%			1	%
Maintenance			30,492				34,491				-12	%			11	%			13	%
Services			133,007				137,009				-3	%			48	%			51	%
Hardware			6,088				4,934				23	%			2	%			2	%
Total revenue		$	275,795			$	266,681				3	%			100	%			100	%

Cloud Subscriptions Revenue. In the third quarter of 2025, cloud subscriptions revenue increased $18.4 million compared to the same quarter in the prior year. Our customers have demonstrated a clear preference for cloud-based solutions, including existing customers that are migrating from on-premise to cloud-based offerings. Cloud subscriptions revenue for the Americas, EMEA and APAC segments increased $11.7 million, $5.1 million and $1.6 million in the third quarter of 2025, respectively.

Software License Revenue. Software license revenue decreased $2.4 million in the third quarter of 2025 compared to the same quarter in the prior year. The perpetual license sales percentage mix across our product suite in the third quarter ended September 30, 2025 was over 85% warehouse management solutions.

Maintenance Revenue. Maintenance revenue decreased $4.0 million in the third quarter of 2025 compared to the same quarter in the prior year. Maintenance revenue decreased by $3.9 million for the Americas segment and $0.2 million for the EMEA segment, partially offset by a $0.1 million increase for the APAC segment. Maintenance relates to our perpetual software licenses. The decrease in maintenance revenue for the Americas segment is primarily driven by customer demand for cloud-based solutions over perpetual software licenses.

Services Revenue. Services revenue decreased $4.0 million in the third quarter of 2025 compared to the same quarter in the prior year. Services revenue for the Americas segment decreased $5.8 million, partially offset by $1.0 million and $0.8 million increases for the APAC and EMEA segments, respectively, compared to the same quarter in the prior year. The decrease in services

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revenue for the Americas segment is primarily driven by customer budgetary constraints that shifted services work to future periods which negatively impacted our professional services revenue related to cloud subscriptions. The percentage of professional services revenue that relates to cloud subscriptions in the third quarter of 2025 and 2024 was approximately 77% and 74%, respectively. The remainder of our professional services revenue relates to implementations, ongoing support, and upgrades of licensed software.

Hardware Revenue. Hardware sales decreased $1.2 million in the third quarter of 2025 compared to the same quarter in the prior year. The majority of our hardware revenue is derived from our Americas segment. Sales of hardware is largely dependent upon customer-specific desires, which fluctuate.

Cost of Revenue

		Three Months Ended September 30,
		2025				2024				% Change vs. Prior Year
Cost of cloud subscriptions, maintenance and services			119,604				118,269				1	%
Cost of software license		$	208			$	391				-47	%
Total cost of revenue		$	119,812			$	118,660				1	%

Cost of Cloud Subscriptions, Maintenance and Services. Costs of cloud subscriptions, maintenance and services consist primarily of salaries and other personnel-related expenses of employees dedicated to cloud subscriptions; maintenance services; and professional and technical services as well as hosting fees. The $1.3 million increase in the quarter ended September 30, 2025 compared to the same quarter in the prior year was due to a $3.0 million increase in computer infrastructure cost and $0.5 million increase in travel costs, partially offset by a $1.5 million decrease in performance-based compensation expense and a $0.8 million decrease in compensation and other personnel-related expenses. The decrease in compensation cost is due to our reduction in headcount to align our services capacity with customer demand.

Cost of Software License. Cost of software license consists of the costs associated with software reproduction; media, packaging and delivery; documentation, and other related costs; and royalties on third-party software sold with or as part of our products. Cost of software license remained relatively flat in the third quarter of 2025 compared with the same quarter in the prior year.

Operating Expenses

		Three Months Ended September 30,
		2025				2024				% Change vs. Prior Year
		(in thousands)
Research and development		$	36,360			$	34,349				6	%
Sales and marketing			18,057				16,586				9	%
General and administrative			24,078				20,308				19	%
Depreciation and amortization			1,660				1,688				-2	%
Operating expenses		$	80,155			$	72,931				10	%

Research and Development. Our principal R&D activities have focused on the expansion and integration of new products and releases, including cloud-based solutions, while expanding the product footprint of our software solution suites in Supply Chain, Inventory Optimization, Omnichannel and point-of-sale. R&D expenses primarily consist of salaries and other personnel-related costs for personnel involved in our R&D activities. R&D expenses for the quarter ended September 30, 2025 increased by $2.0 million compared to the same quarter of 2024 principally due to a $1.6 million increase in compensation and other personnel-related expenses.

Sales and Marketing. Sales and marketing expenses include salaries, commissions, travel and other personnel-related costs and the costs of our marketing and alliance programs and related activities. Sales and marketing expenses increased $1.5 million in the quarter ended September 30, 2025 compared to the same quarter in the prior year primarily due to $0.7 million increase in compensation and other personnel-related expenses and a $0.5 million increase in performance-based compensation expense.

General and Administrative (G&A). G&A expenses consist primarily of salaries and other personnel-related costs of executive, financial, human resources, information technology, and administrative personnel, as well as facilities, legal, insurance, accounting, and other administrative expenses. G&A expenses increased $3.8 million in the current year quarter compared to the same quarter in the prior year primarily due to a $2.6 million increase in compensation and other personnel-related expenses, a $0.6 million increase in other taxes, and a $0.3 million increase in professional fees.

Depreciation and Amortization. Depreciation and amortization of intangibles and software expense for the third quarter of 2025 and 2024 was $1.7 million.

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Operating Income

Operating income in the third quarter of 2025 was $75.8 million compared to $75.1 million in the same quarter in the prior year. Operating margin was 27.5% for the third quarter of 2025 versus 28.2% for the same quarter in the prior year. Operating income increased primarily due to increased cloud subscriptions revenue, and operating margin decreased primarily due to increased equity-based compensation expense.

Other Income and Income Taxes

		Three Months Ended September 30,
		2025				2024				% Change vs. Prior Year
		(in thousands)
Other income, net		$	2,604			$	1,312				98	%
Income tax provision			19,799				12,621				57	%

Other income, net. Other income, net primarily includes interest income, foreign currency gains and losses, and other non-operating expenses. Other income, net increased $1.3 million in the third quarter of 2025 compared to the same quarter in the prior year due to a $1.9 million increase in foreign currency gains, partially offset by a $0.6 million decrease in interest income. The increase of foreign currency gains is mainly due to gains or losses on intercompany transactions denominated in foreign currencies with subsidiaries due to the fluctuation of the U.S. dollar relative to other foreign currencies, primarily the Indian Rupee. We recorded net foreign currency gains of $1.6 million in the third quarter of 2025, and $0.3 million of net foreign currency losses in the same quarter in the prior year.

Income tax provision. Our effective income tax rate was 25.2% and 16.5% for the quarters ended September 30, 2025 and 2024, respectively. The increase in the effective tax rate for the three months ended September 30, 2025 is due to an increase in uncertain tax position liabilities and a decrease in statute of limitation expiration benefits on uncertain tax positions, partially offset by an increase in benefits for return to provision estimates.

Condensed Consolidated Financial Summary – First Nine Months of 2025

•Consolidated revenue: $811.0 million for the nine months ended September 30, 2025 compared to $786.6 million for the nine months ended September 30, 2024.

•Cloud subscription revenue: $299.6 million for the nine months ended September 30, 2025 compared to $246.9 million for the nine months ended September 30, 2024.

•Software license revenue: $12.2 million for the nine months ended September 30, 2025, compared to $9.6 million for the nine months ended September 30, 2024.

•Services revenue: $383.0 million for the nine months ended September 30, 2025, compared to $406.0 million for the nine months ended September 30, 2024.

•Operating income: $212.8 million for the nine months ended September 30, 2025, compared to $200.9 million for the nine months ended September 30, 2024.

•Operating margins: 26.2% for the nine months ended September 30, 2025, compared to 25.5% for the nine months ended September 30, 2024.

•Diluted earnings per share: $2.75 for the nine months ended September 30, 2025 compared to $2.74 for the nine months ended September 30, 2024.

•Cash flow from operations: $242.4 million for the nine months ended September 30, 2025, compared to $190.3 million for the nine months ended September 30, 2024.

•Cash: $263.6 million at September 30, 2025, compared to $266.2 million at December 31, 2024.

•Share repurchases: During the nine months ended September 30, 2025, we reduced our shares of common stock outstanding by approximately 1.7% primarily through the repurchase of approximately 1.0 million shares of our common stock, under the share repurchase program authorized by our Board of Directors, for a total investment of $199.5 million.

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Below we discuss our consolidated results of operations for the nine months ended September 30, 2025 and 2024.

Revenue

		Nine Months Ended September 30,
										% Change vs.				% of Total Revenue
		2025				2024				Prior Year				2025				2024
		(in thousands)
Cloud subscriptions		$	299,580			$	246,873				21	%			37	%			31	%
Software license			12,176				9,633				26	%			2	%			1	%
Maintenance			97,693				104,736				-7	%			12	%			13	%
Services			383,033				406,035				-6	%			47	%			52	%
Hardware			18,521				19,274				-4	%			2	%			3	%
Total revenue		$	811,003			$	786,551				3	%			100	%			100	%

Cloud Subscription Revenue. Cloud subscriptions revenue increased $52.7 million in the nine months ended September 30, 2025 compared to the same period in the prior year. Customers have demonstrated a clear preference for cloud-based solutions, including existing customers that are migrating from on-premise to cloud-based offerings. Cloud subscriptions revenue for the Americas, EMEA and APAC segments increased $37.2 million, $12.1 million and $3.4 million, respectively, in the nine months ended September 30, 2025.

Software License Revenue. Software license revenue increased $2.5 million in the nine months ended September 30, 2025 compared to the same period in the prior year driven by a $7.1 million increase for the EMEA segment, predominately by one contract with an existing customer, partially offset by a $4.2 million and $0.4 million decrease for the Americas and APAC segments, respectively, compared with the same period in the prior year. The license sales percentage mix across our product suite in the nine months ended September 30, 2025 was over 75% warehouse management solutions.

Maintenance Revenue. Maintenance revenue decreased $7.0 million in the nine months ended September 30, 2025 compared to the same period in the prior year. Maintenance revenue decreased by $6.7 million, $0.2 million, and $0.1 million for the Americas, APAC, and EMEA segments, respectively, in the nine months ended September 30, 2025. The decrease in maintenance revenue for the Americas segment is primarily driven by customer demand for cloud-based solutions over perpetual software licenses.

Services Revenue. Services revenue decreased $23.0 million in the nine months ended September 30, 2025 compared to the same period in the prior year. Services revenue for the Americas segment decreased $25.7 million, and the APAC and EMEA segments increased $1.7 million and $1.0 million in the nine months ended September 30, 2025, respectively, compared with the same period in the prior year. The decrease in services revenue for the Americas segment is primarily driven by customer budgetary constraints that shifted services work to future periods which negatively impacted our professional services revenue related to cloud subscriptions. The percentage of professional services revenue that relates to cloud subscriptions in nine months ended September 30, 2025 and 2024 was approximately 75% and 74%, respectively. The remainder of our professional services revenue relates to implementations, ongoing support, and upgrades of licensed software.

Hardware Revenue. Hardware revenue decreased $0.8 million in the nine months ended September 30, 2025 compared to the same period in the prior year. The majority of our hardware revenue is derived from our Americas segment. Sales of hardware is largely dependent upon customer-specific desires, which fluctuate.

Cost of Revenue

		Nine Months Ended September 30,
		2025				2024				% Change vs. Prior Year
Cost of cloud subscriptions, maintenance and services			349,883				356,920				-2	%
Cost of software license		$	711			$	1,068				-33	%
Total cost of revenue		$	350,594			$	357,988				-2	%

Cost of Cloud Subscriptions, Maintenance and Services. Costs of cloud subscriptions, maintenance and services consist primarily of salaries and other personnel-related expenses of employees dedicated to cloud operations; maintenance services; and professional and technical services as well as hosting fees. The $7.0 million decrease in the nine months ended September 30, 2025 compared to the same period in the prior year was principally due to a $7.6 million decrease in compensation and other personnel-related expenses, a $5.6 million decrease in performance-based compensation expense, and a $1.1 million decrease in travel expenses, partially offset by a $7.6 million increase in computer infrastructure cost. The decrease in compensation cost is due to our reduction in headcount to align our services capacity with customer demand.

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Cost of Software License. Cost of software license consists of the costs associated with software reproduction; media, packaging and delivery; documentation, and other related costs; and royalties on third-party software sold with or as part of our products. Cost of software license decreased $0.4 million in the nine months ended September 30, 2025 compared with the same period in the prior year.

Operating Expenses

		Nine Months Ended September 30,
		2025				2024				% Change vs. Prior Year
		(in thousands)
Research and development		$	106,529			$	104,693				2	%
Sales and marketing			59,097				55,669				6	%
General and administrative			74,273				62,623				19	%
Depreciation and amortization			4,785				4,670				2	%
Restructuring expense			2,937				-				100	%
Operating expenses		$	247,621			$	227,655				9	%

Research and Development. R&D expenses increased $1.8 million for the nine months ended September 30, 2025 compared to the same period in the prior year primarily driven by a $2.9 million increase in compensation and other personnel related expenses, partially offset by a $1.3 million decrease in performance-based compensation expense.

Sales and Marketing. Sales and marketing expenses increased $3.4 million in the nine months ended September 30, 2025 compared to the same period in the prior year primarily due to a $1.3 million increase in marketing and campaign programs, a $1.1 million increase in compensation and other personnel related expenses, and a $0.6 million increase in performance-based compensation expense.

General and Administrative. General and administrative expenses increased $11.6 million in the nine months ended September 30, 2025 compared to the same period in the prior year primarily due to a signing bonus of $3.0 million, recruiting fees of $0.8 million, and additional stock compensation expense of $5.2 million for the hiring of our new chief executive officer; and an increase of $2.4 million for compensation and other personnel related expenses.

Depreciation and Amortization. Depreciation and amortization of intangibles and software expense for the nine months ended September 30, 2025 and 2024 was $4.8 million and $4.7 million, respectively.

Restructuring Expense. In January 2025, the Company eliminated approximately 100 positions to align our services capacity with customer demand which has been impacted by short-term macro-economic uncertainty. The Company recorded a restructuring expense of approximately $2.9 million pretax ($2.2 million after-tax or $0.04 per fully diluted share) in the nine months ended September 30, 2025. The expense primarily consists of employee severance and outplacement services. The expense is classified in “Restructuring expense” in the Company’s Consolidated Statements of Income.

Operating Income

Operating income for the nine months ended September 30, 2025 was $212.8 million compared to $200.9 million for the same period in the prior year. Operating margin was 26.2% the first nine months of 2025 versus 25.5% for the same period in the prior year. Operating income and margin increased primarily due to increased cloud subscriptions revenue.

Other Income and Income Taxes

		Nine Months Ended September 30,
		2025				2024				% Change vs. Prior Year
		(in thousands)
Other income, net		$	4,656			$	3,222				45	%
Income tax provision			49,449				33,782				46	%

Other income, net. Other income, net increased $1.4 million in the nine months ended September 30, 2025 compared to the same period in the prior year primarily due to a $3.1 million increase in foreign currency gains, partially offset by a $1.6 million decrease in interest income. The increase of foreign currency gains is mainly due to gains or losses on intercompany transactions denominated in foreign currencies with subsidiaries due to the fluctuation of the U.S. dollar relative to other foreign currencies, primarily the Indian Rupee. We recorded a net foreign currency gain of $1.7 million in the first nine months of 2025 and $1.5 million of net foreign currency losses in the same quarter in the prior year.

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Income tax provision. Our effective income tax rate was 22.7% and 16.5% for the nine months ended September 30, 2025 and 2024, respectively. The increase in the effective tax rate for the nine months ended September 30, 2025 is due to an increase in uncertain tax position reserves, a decrease of excess tax benefits on restricted stock vesting, and a decrease in statute of limitation expiration benefits on uncertain tax positions.

Liquidity and Capital Resources

During the first nine months of 2025, we funded our business exclusively through cash generated from operations. Our cash and cash equivalents as of September 30, 2025 included $144.5 million held in the U.S. and $119.1 million held by our foreign subsidiaries. We believe that our cash balances in the U.S. are sufficient to fund our U.S. operations. In the future, if we elect to repatriate the unremitted earnings of our foreign subsidiaries, we would not be subject to additional U.S. income taxes on such earnings, but we could be subject to additional local withholding taxes.

Cash flow from operating activities totaled $242.4 million and $190.3 million in the nine months ended September 30, 2025 and 2024, respectively. Typical factors affecting our cash provided by operating activities include our level of revenue and earnings for the period, the timing and amount of employee bonus and income tax payments, and the timing of cash collections from our customers which is our primary source of operating cash flow. Cash flow from operating activities for the nine months ended September 30, 2025 increased $52.1 million compared to the same period in the prior year, which is mainly due the timing of cash collections from our customers and decrease in cash taxes owed from the acceleration of the deduction for domestic research and development expenditures.

Cash flow used in investing activities totaled $10.8 million and $5.5 million in the nine months ended September 30, 2025 and 2024, respectively. Our investing activities for both the nine months ended September 30, 2025 and 2024 consisted of capital spending to support company growth.

Financing activities used cash of $238.2 million and $241.2 million for the nine months ended September 30, 2025 and 2024, respectively. The principal use of cash for financing activities in both periods was to purchase our common stock, including shares withheld for taxes due upon vesting of restricted stock. Repurchases of our common stock for the nine months ended September 30, 2025 and 2024 totaled $238.2 million and $241.2 million, respectively, including shares withheld for taxes of $38.7 million and $43.0 million, respectively.

Periodically, opportunities may arise to grow our business through the acquisition of complementary products, and technologies. Any material acquisition could result in a decrease to our working capital depending on the amount, timing, and nature of the consideration to be paid. We believe that our existing cash will be sufficient to meet our working capital and capital expenditure needs at least for the next twelve months, although there can be no assurance that this will be the case. For the remainder of 2025, we anticipate that our priorities for use of cash will be similar to prior years, with our first priority being continued investment in product development and profitably investing in our business to extend our market leadership. We will continue to weigh our share repurchase options against cash for acquisitions and investing in the business. We will also continue to evaluate acquisition opportunities that are complementary to our product footprint and technology direction. At this time, we do not anticipate any borrowing requirements for the remainder of 2025 for general corporate purposes.

Aggregate Contractual Obligations

Our principal commitments consist of multiple non-cancellable contracts for cloud infrastructure services and obligations under operating leases. As of September 30, 2025, our cloud infrastructure obligations are approximately $208.2 million over the next 5 years. We also enter into non-cancellable subscriptions in the ordinary course of business for internal software to support our operations. Our obligations, as of September 30, 2025, are approximately $42.1 million over the next 7 years. We expect to fulfill all these commitments from our working capital.

Critical Accounting Policies and Estimates

In the first nine months of 2025, there were no significant changes to our critical accounting policies and estimates from those disclosed in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K for the year ended December 31, 2024.

Forward-Looking Statements

Certain statements contained in this filing are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including but not limited to statements related to expectations about global macroeconomic trends and industry developments, plans for future business development activities, anticipated costs of revenues, product mix and service revenues, research and development, selling, general and administrative activities, and liquidity and capital needs and resources. When used in this quarterly report, the words “may,” “expect,” “forecast,” “anticipate,” “intend,” “plan,” "design", “believe,” “could,” “seek,” “estimate,” “project,” and similar expressions are generally intended to identify forward-looking statements. Undue reliance

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should not be placed on these forward-looking statements, which reflect opinions only as of the date of this quarterly report. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Investors are cautioned that forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements.

Some of the factors that could cause actual results to differ materially from the results discussed in forward-looking statements include:

•ongoing disruption and transformation in our vertical markets;

•general economic, political and market conditions, including market volatility, interest and inflation rates, trends and fluctuations of each, and efforts to control them;

•our ability to attract and retain highly skilled employees;

•competition;

•our dependence on a single line of business;

•our dependence on generating revenue from cloud subscriptions and software licenses to drive business;

•undetected errors or “bugs” in our software;

•the risk of defects, delays or interruptions in our cloud subscription services;

•possible compromises of our data protection and IT security measures;

•risks associated with our use of generative and agentic artificial intelligence;

•risks associated with large system implementations;

•possible liability to customers if our products fail;

•the difficulty of predicting operating results;

•the possible effects on international commerce of new or increased tariffs, or a “trade war;”

•the impact of changes in federal government priorities and spending, including on our or our customers’ federal government contracts;

•adverse litigation results;

•the requirement to maintain high quality professional service capabilities;

•the risks of international operations, including foreign currency exchange risk;

•the possibility that research and developments investments may not yield sufficient returns;

•the long sales cycle associated with our products;

•the need to continually improve our technology;

•risks associated with managing growth;

•reliance on third party and open source software;

•the need for our products to interoperate with other systems;

•the need to protect our intellectual property, and our exposure to intellectual property claims of others;

•general geo-political developments, including political instability, economic sanctions, terrorist activities or international conflicts, such as the wars in Ukraine and the Middle East;

•natural disasters, weather events and pandemics, such as the COVID-19 pandemic, or other major public health crises; and

•and other risks described under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, as supplemented in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, as these may be further updated from time to time in subsequent quarterly reports.

We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in future operating results.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk.

There were no material changes to the Quantitative and Qualitative Disclosures about Market Risk previously disclosed in our annual report on Form 10-K for the year ended December 31, 2024.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

No system of controls, no matter how well designed and operated, can provide absolute assurance that the objectives of the system of controls are met, and no evaluation of controls can provide absolute assurance that the system of controls has operated effectively in all cases. Our disclosure controls and procedures however are designed to provide reasonable assurance that the objectives of disclosure controls and procedures are met.

As of the end of the period covered by this report, our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures. Based on the evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective to provide reasonable assurance that the objectives of disclosure controls and procedures are met.

Changes in Internal Control over Financial Reporting

During the three months ended September 30, 2025, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, including any corrective actions with regard to material weaknesses.

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PART II

OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we are involved in litigation relating to claims arising out of the ordinary course of business, and occasionally legal proceedings not in the ordinary course.

Many of our installations involve products that are critical to the operations of our clients’ businesses. Any failure in one of our products could result in a claim for substantial damages against us, regardless of our responsibility for such failure. Although we attempt to limit contractually our liability for damages arising from product failures or negligent acts or omissions, there can be no assurance that the limitations of liability set forth in our contracts will be enforceable in all instances.

Although litigation and other legal proceeding outcomes are inherently difficult to predict, we do not currently believe we are a party to any legal proceeding the result of which is likely to have a material adverse impact on our business, financial position, results of operations, or cash flows. Descriptions of a lawsuit to which we are currently a party is included in Note 7 to the condensed consolidated financial statements in Part I, Item 1 of this quarterly report on Form 10-Q, and are incorporated herein by reference.

Item 1A. Risk Factors.

In addition to the information set forth below and the other information set forth in this report, you should carefully consider the risk factors disclosed in Item 1A, “Risk Factors,” of our annual report on Form 10-K for the year ended December 31, 2024.

Adverse litigation results could affect our business. From time to time, we are involved in litigation relating to claims arising in the ordinary course of business, and occasionally legal proceedings not in the ordinary course. Litigation can be lengthy, expensive and disruptive to our operations, and can divert our management’s attention away from running our core business. The results of any litigation also cannot be predicted with certainty.

In February and April 2025, two putative securities class action lawsuits were filed against us. Then, on September 22, 2025, a shareholder derivative lawsuit was filed against us. Additional information regarding these matters can be found in Note 7 to the condensed consolidated financial statements in Part I, Item 1 of this quarterly report on Form 10-Q, which disclosure is incorporated into this Item by reference. We are unable to predict the ultimate timing or outcome of, or reasonably estimate the possible losses or a range of possible losses resulting from, these proceedings.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

The following table provides information regarding common stock purchases under our publicly announced repurchase program for the quarter ended September 30, 2025.

Period		Total Number of Shares Purchased				Average Price Paid per Share				Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs				Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
July 1 - July 31, 2025			-			$	-				-			$	100,000,000
August 1 - August 31, 2025			147,709				214.16				147,709				68,366,943
September 1 - September 30, 2025			85,716				213.66				85,716				50,053,121
Total			233,425								233,425

Item 3. Defaults Upon Senior Securities.

No events occurred during the quarter covered by this report that would require a response to this item.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Rule 10b5-1 Trading Plans

During the quarter ended September 30, 2025, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading agreement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in item 408(a) of Regulation S-K.

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Item 6. Exhibits.

Exhibit 31.1	Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.2	Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32*	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 101.INS	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
Exhibit 101.SCH	Inline XBRL Taxonomy Extension Schema Document
Exhibit 101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
Exhibit 101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
Exhibit 101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
Exhibit 101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
Exhibit 104	The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, has been formatted in Inline XBRL.

* In accordance with Item 601(b)(32)(ii) of the SEC’s Regulation S-K, this Exhibit is hereby furnished to the SEC as an accompanying document and is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933.

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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 thereunto duly authorized.

MANHATTAN ASSOCIATES, INC.

Date:	October 24, 2025	/s/ Eric A. Clark
		Eric A. Clark
		President and Chief Executive Officer
		(Principal Executive Officer)
Date:	October 24, 2025	/s/ Dennis B. Story
		Dennis B. Story
		Executive Vice President, Chief Financial Officer and Treasurer
		(Principal Financial Officer)

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