Manhattan Associates updates 2020 equity plan

Manhattan Associates, Inc. reported that its Board approved, and shareholders subsequently adopted, a First Amendment to the company’s 2020 Equity Incentive Plan.

Accepted by SEC EDGAR 05/20/2026 - 11:46 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Manhattan Associates, Inc. reported that its Board approved, and shareholders subsequently adopted, a First Amendment to the company’s 2020 Equity Incentive Plan. The Board adopted the amendment on March 20, 2026, and shareholders approved it at the 2026 Annual Meeting on May 14, 2026.

The amendment increases the number of shares of common stock issuable under the plan by an additional 3,000,000 shares and extends the plan’s term to March 20, 2036. The company refers investors to its Definitive Proxy Statement and the full plan and amendment texts, which are filed as exhibits, for complete terms.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Additional shares under plan: 3,000,000 shares Plan term end date: March 20, 2036 Board adoption date: March 20, 2026 +1 more

4 metrics

Additional shares under plan 3,000,000 shares Increase in common stock issuable under 2020 Equity Incentive Plan

Plan term end date March 20, 2036 Extended term of 2020 Equity Incentive Plan after First Amendment

Board adoption date March 20, 2026 Date Board adopted First Amendment to equity plan

Shareholder approval date May 14, 2026 Date shareholders approved First Amendment at 2026 Annual Meeting

Key Terms

Equity Incentive Plan, First Amendment, Definitive Proxy Statement, Annual Meeting of Shareholders, +1 more

5 terms

Equity Incentive Plan financial

"Manhattan Associates, Inc. 2020 Equity Incentive Plan"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

First Amendment financial

"adopted the First Amendment to the Manhattan Associates, Inc. 2020 Equity Incentive Plan"

Definitive Proxy Statement regulatory

"included a description of the material terms of the First Amendment in its Definitive Proxy Statement"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

Annual Meeting of Shareholders financial

"approved the First Amendment at the Company’s 2026 Annual Meeting of Shareholders"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

Emerging growth company regulatory

"Emerging growth company Item 5.02 Departure of Directors or Certain Officers"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What change did Manhattan Associates (MANH) make to its 2020 Equity Incentive Plan?

Manhattan Associates amended its 2020 Equity Incentive Plan to add more shares and extend its duration. The First Amendment increases issuable common stock by 3,000,000 shares and extends the plan’s term to March 20, 2036, subject to the outlined plan terms.

How many additional shares are available under Manhattan Associates (MANH) equity plan?

The amended plan authorizes an additional 3,000,000 shares of common stock for issuance. These shares may be used for equity awards under the 2020 Equity Incentive Plan, as described in the company’s Definitive Proxy Statement and related plan documents filed as exhibits.

When was the First Amendment to Manhattan Associates (MANH) equity plan approved?

The Board adopted the First Amendment on March 20, 2026, and shareholders approved it on May 14, 2026. Shareholder approval occurred at the 2026 Annual Meeting of Shareholders, satisfying the plan’s requirement for shareholder authorization of the amendment.

How long will the amended Manhattan Associates (MANH) equity plan remain in effect?

The First Amendment extends the 2020 Equity Incentive Plan’s term to March 20, 2036. This new expiration date defines how long the company may grant awards under the plan, subject to other terms and conditions detailed in the full plan documents.

Where can investors find full details of Manhattan Associates (MANH) equity plan amendment?

Full details appear in the company’s Definitive Proxy Statement filed April 2, 2026, and in the plan documents. The 2020 Equity Incentive Plan and its First Amendment are filed as Exhibits 10.1 and 10.2 to the report, which are incorporated by reference.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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0001056696false00010566962026-05-142026-05-14

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): May 14, 2026

MANHATTAN ASSOCIATES, INC.

(Exact name of Registrant as Specified in Its Charter)

Georgia			0-23999	58-2373424
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS 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

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Approval of the First Amendment to Manhattan Associates, Inc. 2020 Equity Incentive Plan

On March 20, 2026, the Board of Directors of Manhattan Associates, Inc., a Georgia corporation (the “Company”), adopted the First Amendment (the “First Amendment”) to the Manhattan Associates, Inc. 2020 Equity Incentive Plan (the “Plan”), subject to shareholder approval. The shareholders of the Company approved the First Amendment at the Company’s 2026 Annual Meeting of Shareholders on May 14, 2026. Among other things, the First Amendment increases the number of shares of common stock issuable under the Plan by an additional 3,000,000 shares and extends the term of the Plan to March 20, 2036. The Company included a description of the material terms of the First Amendment and the Plan, as amended thereby, in its Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 2, 2026 (the “Proxy Statement”) and incorporates it by reference. The descriptions of the First Amendment and the Plan contained in this report and in the Proxy Statement are qualified in their entirety by reference to the full text of the Plan and the First Amendment, which are filed as Exhibits 10.1 and 10.2 to this report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number	Description
10.1	Manhattan Associates, Inc. 2020 Equity Incentive Plan (incorporated by reference to Annex A to the Company’s Definitive Proxy Statement related to its 2020 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on March 30, 2020 (Commission File No. 000-23999))
10.2	First Amendment to Manhattan Associates, Inc. 2020 Equity Incentive Plan (incorporated by reference to Appendix A to the Company's Definitive Proxy Statement related to its 2026 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on April 2, 2026 (Commission File No. 00-23999)).
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

			Manhattan Associates, Inc.
Date:	May 20, 2026	By:	/s/ Bruce S. Richards
			Senior Vice President, Chief Legal Officer and Secretary

Filing Exhibits & Attachments

1 document

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