Manhattan Associates Q3 revenue rises to $306M

Full-year 2026 guidance includes revenue of $1,176 million to $1,178 million and adjusted EPS of $5.54 to $5.56.

Rhea-AI Filing Summary

Manhattan Associates (MANH) reported third-quarter revenue of $306.2 million, versus $275.8 million a year earlier. GAAP diluted EPS was $1.04 versus $0.96; adjusted diluted EPS, a non-GAAP measure, was $1.55 versus $1.36. Cloud revenue rose 28% year over year to $134.4 million, and remaining performance obligations (RPO) increased 25% to $2.59 billion.

Full-year 2026 guidance is revenue of $1,176 million to $1,178 million, adjusted operating margin of 35.2% to 35.4%, and adjusted EPS of $5.54 to $5.56. Q3 cash flow from operations was $68.6 million, down from $93.1 million; Manhattan repurchased 244,748 shares for $50.0 million. On June 1, 2026, a restructuring reduced global headcount by approximately 6%.

Bylaw amendments effective October 22, 2026, require at least 1% of outstanding common stock ownership, at the time of the challenged act or omission, to bring a derivative proceeding. They designate the Georgia State-wide Business Court for internal entity claims and U.S. federal district courts for Securities Act claims, unless the company consents in writing to another forum. The board elected Juan Perez as a Class III director, with service expected to begin January 28, 2027.

3 points · 0 major

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Positive

• Moderate pointQ3 revenue reached $306.2 million, versus $275.8 million.
• Moderate pointQ3 GAAP diluted EPS increased to $1.04 from $0.96.
• Moderate pointQ3 adjusted diluted EPS reached $1.55, versus $1.36.

Negative

• Moderate pointQ3 operating cash flow fell to $68.6 million from $93.1 million.

Filing Explained

At September 30, approximately $175 million of repurchase authority remained unused; the filing reports capacity, not a commitment to buy that amount.

The October 22 bylaw amendments took effect immediately; they deem anyone acquiring or holding company shares or securities to have notice of and consented to the designated forums.

For an internal-entity claim filed outside the Georgia State-wide Business Court, the bylaws also deem the shareholder to consent to that court’s jurisdiction and to removal or transfer of the action there.

The release says over 99% of RPO represents cloud subscriptions with non-cancelable terms longer than one year; that amount includes deferred cloud revenue and amounts to be invoiced for future service, while maintenance is excluded.

At September 30, 2026, about $175 million remained under the $500 million repurchase authority; this is authorization, not reported spending or a commitment to use the balance.

8-K Event Classification

6 items: 2.02, 3.03, 5.02, 5.03, 7.01, 9.01

6 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Revenue: $306.2 million GAAP diluted EPS: $1.04 per diluted share Adjusted diluted EPS: $1.55 per diluted share +5 more

8 metrics

Revenue $306.2 million Three months ended September 30, 2026; compared with $275.8 million in the three months ended September 30, 2025.

GAAP diluted EPS $1.04 per diluted share Three months ended September 30, 2026; compared with $0.96 in the three months ended September 30, 2025.

Adjusted diluted EPS $1.55 per diluted share Non-GAAP measure for the three months ended September 30, 2026; compared with $1.36 in the three months ended September 30, 2025.

Cloud subscription revenue $134.4 million; up 28% year over year Three months ended September 30, 2026.

Cash flow from operations $68.6 million Three months ended September 30, 2026; compared with $93.1 million in the three months ended September 30, 2025.

Remaining performance obligations $2.59 billion; increased 25% over the prior year As of September 30, 2026.

Full-year revenue guidance $1,176 million to $1,178 million 2026 guidance; 9% growth range.

Full-year adjusted EPS guidance $5.54 to $5.56 per diluted share 2026 non-GAAP guidance; 9% to 10% growth range.

Key Terms

Remaining Performance Obligations, Days Sales Outstanding, adjusted diluted earnings per share, Derivative Standing Ownership Threshold, +1 more

5 terms

Remaining Performance Obligations financial

"revenue that we expect to recognize from our remaining performance obligations"

Remaining performance obligations are the work a company still needs to complete for its customers, like finishing a service or delivering a product. It’s important because it shows how much future income the company has coming in from current agreements, giving a clearer picture of its ongoing business.

Days Sales Outstanding financial

"Days Sales Outstanding was 81 days"

Days Sales Outstanding (DSO) measures the average number of days a company takes to collect payment after making a sale. It tells investors how quickly sales are turning into cash—shorter DSO means the company gets paid faster and has more cash on hand, while longer DSO suggests cash is tied up with customers and increases the risk of late or lost payments; think of it like how long a borrower takes to repay a loan.

adjusted diluted earnings per share financial

"adjusted diluted earnings per share, a non-GAAP measure"

Adjusted diluted earnings per share is the company’s net profit per share after accounting for potential extra shares (from options or convertible securities) and removing one‑time or unusual items so the number reflects ongoing business results. Think of it like timing a runner’s steady pace after excluding a few unexpected stops; it gives investors a clearer view of sustainable profit available to each share. Investors use it to compare companies and judge underlying profitability and valuation without short‑term distortions.

Derivative Standing Ownership Threshold regulatory

"Derivative Standing Ownership Threshold (Section 9.6)"

internal entity claim regulatory

"sole and exclusive forum for any “internal entity claim”"

Earnings Snapshot

Revenue: $306.2 million · Guidance included

Three months ended September 30, 2026

Revenue $306.2 million Compared with $275.8 million in the three months ended September 30, 2025.

GAAP diluted EPS $1.04 per diluted share Compared with $0.96 in the three months ended September 30, 2025.

Adjusted diluted EPS $1.55 per diluted share Non-GAAP measure; compared with $1.36 in the three months ended September 30, 2025.

Cash flow from operations $68.6 million Compared with $93.1 million in the three months ended September 30, 2025.

Guidance

For full-year 2026, revenue of $1,176 million to $1,178 million; GAAP operating margin of 24.1% to 24.3%; adjusted operating margin of 35.2% to 35.4%; GAAP diluted EPS of $3.62 to $3.64; and adjusted EPS of $5.54 to $5.56.

FAQ

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

What were MANH's third-quarter 2026 revenue and EPS?

Manhattan Associates reported revenue of $306.2 million for the three months ended September 30, 2026, compared with $275.8 million a year earlier. GAAP diluted EPS was $1.04 versus $0.96, and adjusted diluted EPS was $1.55 versus $1.36.

What is MANH's full-year 2026 guidance?

The company guided to revenue of $1,176 million to $1,178 million, GAAP operating margin of 24.1% to 24.3%, and adjusted operating margin of 35.2% to 35.4%. Diluted EPS guidance is $3.62 to $3.64 on a GAAP basis and $5.54 to $5.56 on an adjusted basis.

What happens if a MANH shareholder files a covered claim outside the designated court?

For an internal entity claim filed outside the Georgia State-wide Business Court, the shareholder is deemed to consent to that court's personal jurisdiction in an action to enforce the forum provision and to removal or transfer of the action to that court.

What experience does Juan Perez bring to MANH's board?

Perez most recently served as Executive Vice President and Chief Information Officer at Salesforce, Inc., leading Global IT, Global Business Services, Data & Analytics, and Transformation. Before that, he spent more than 30 years at UPS and ultimately served as Chief Information and Engineering Officer and a member of its Executive Leadership Team.

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

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Available on EDGAR 10/27/2026 - 04:03 PM EDT Accepted by SEC EDGAR 10/27/2026 - 04:02 PM EDT Learn about SEC filing dates

false000105669612-3100010566962026-10-272026-10-27

United States

Securities And Exchange Commission

Washington, DC 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): October 27, 2026

Manhattan Associates, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Georgia		0-23999		58-2373424
(State or Other Jurisdiction of Incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

2300 Windy Ridge Parkway, Tenth Floor, Atlanta, Georgia

30339

(Address of Principal Executive Offices)

(Zip Code)

(770) 955-7070

(Registrant’s telephone number, including area code)

NONE

(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, par value $.01 per share	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 2.02 Results of Operations and Financial Condition.

On October 27, 2026, Manhattan Associates, Inc. (“we”, “our”, or the “Company”) issued a press release providing its financial results for the three and nine months ended September 30, 2026. A copy of this press release is attached as Exhibit 99.1. Pursuant to General Instruction B.2 of Form 8-K, this exhibit is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934.

Non-GAAP Financial Measures in the Press Release

The press release includes, as additional information regarding our operating results, our adjusted operating income and margin, adjusted income tax provision, adjusted net income and adjusted diluted earnings per share (collectively, “adjusted results”), which exclude the impact of equity-based compensation, expense related to an unusual health insurance claim, net of insurance recoveries, restructuring expenses, and related income tax effects.

These various measures are not in accordance with, or alternatives for, financial measures calculated in accordance with generally accepted accounting principles in the United States (“GAAP”) and may be different from similarly titled non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be used as a substitute for, or considered superior to, measures of financial performance prepared in accordance with GAAP.

Non-GAAP measures used in the press release exclude the impact of the items described above for the following reasons:

•Equity-Based Compensation: Equity-based compensation expense typically does not require cash settlement by the Company. We also exclude the tax benefits or deficiencies of vested stock awards caused by differences in the amount deductible for tax purposes related to the stock award from the compensation expense recorded for financial reporting purposes.

•Unusual Health Insurance Claim, Net of Insurance Recoveries: Due to the uncommonly large magnitude and nature of the health insurance claim and timing of related insurance recoveries, we do not believe that this expense is a typical cost that results from normal operating activities.

•Restructuring Expense: We do not believe that the restructuring expenses related to reductions in our workforce recorded in 2026 and 2025 are costs that result from normal operating activities. Rather, the event in 2026 related to strategic decisions to leverage increased operational efficiencies and focus investments on key strategic priorities, and the event in 2025 related to aligning our services capacity with customer demand which had been impacted by macro-economic uncertainty. We exclude these costs for adjusted non-GAAP results to facilitate period-to-period comparability of operating performance and to provide investors with supplemental information regarding the underlying performance of the business.

We assess our operating performance using these adjusted measures, and we rely on adjusted results as primary measures to review and assess the operating performance of our management team in connection with our executive compensation and bonus plans. Further, we believe our peers also typically present non-GAAP results similarly adjusted.

Management refers to adjusted results in making operating decisions because we believe they provide meaningful information regarding our operational performance and our ability to invest in research and development and fund capital expenditures and acquisitions. In addition, adjusted results facilitate management’s internal comparisons to our historical operating results and comparisons to competitors’ operating results.

2

We similarly believe reporting adjusted results facilitates investors’ understanding of our historical operating trends because it provides supplemental measurement information in evaluating the operating results of our business. We also believe that adjusted results provide a basis for comparisons to other companies in the industry and enable investors to evaluate our operating performance in a manner consistent with our internal basis of measurement.

Item 3.03 Material Modification to Rights of Security Holders.

The disclosure set forth below under Item 5.03 is hereby incorporated by reference in response to this Item 3.03 to the extent applicable.

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

Election of New Director

On October 22, 2026, the Board of Directors (the “Board”) of the Company elected Mr. Juan Perez to serve as a member of the Board, as a Class III director. Mr. Perez’s service is expected to commence on January 28, 2027. The Board has not yet determined on which Board Committees Mr. Perez will serve.

Mr. Perez will receive compensation in accordance with the Company’s existing compensation policy for non-employee directors. Mr. Perez was not elected pursuant to any arrangement or understanding between him and any other person. Mr. Perez has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Amendments to Bylaws

On October 22, 2026, the Board, upon the recommendation of its Nomination and Governance Committee, approved and adopted amendments (the “Bylaw Amendments”) to the Company’s Amended Bylaws (as so amended, the “Bylaws”), effective immediately upon adoption. The Bylaw Amendments add new Sections 9.6 through 9.9 to Article Nine of the Bylaws. Sections 9.6 and 9.7 implement provisions made available to Georgia public corporations by recent amendments to the Georgia Business Corporation Code (the “GBCC”). The Bylaw Amendments provide as follows:

Derivative Standing Ownership Threshold (Section 9.6). To the fullest extent permitted by the GBCC, no shareholder may commence or maintain a derivative proceeding on behalf of the Company unless such shareholder owned, at the time of the act or omission complained of, at least one percent (1%) of the outstanding shares of the Company’s common stock. This requirement is in addition to any other requirements for derivative standing under the GBCC.

Exclusive Forum for Internal Entity Claims (Section 9.7). Unless the Company consents in writing to an alternative forum, and to the fullest extent permitted by law, the Georgia State-wide Business Court (the “Business Court”) will be the sole and exclusive forum for any “internal entity claim” (as defined in Section 14-1-1 of the Official Code of Georgia Annotated (the “O.C.G.A.”)), including, to the extent not otherwise covered by that definition: (a) any derivative action brought on behalf of the Company; (b) any action asserting a breach of a fiduciary or legal duty owed by any current or former director, officer, employee, shareholder or agent of the Company to the Company or its shareholders, including aiding and abetting any such breach; (c) any action asserting a claim arising under the GBCC, the Company's Articles of Incorporation or the Bylaws, including their interpretation, validity or enforceability; (d) any action asserting a claim governed by the internal affairs doctrine; (e) any action to compel inspection of the Company's books and records; and (f) any other such action asserting a claim of a type that falls within the Business Court's subject-matter jurisdiction under O.C.G.A. Section 15-5A-3.

3

If a shareholder files an action covered by Section 9.7 in a court other than the Business Court, the shareholder will be deemed to have consented to the Business Court's personal jurisdiction in any action to enforce Section 9.7 and to the removal or transfer of the action to the Business Court.

Exclusive Federal Forum for Securities Act Claims (Section 9.8). Notwithstanding Section 9.7, unless the Company consents in writing to an alternative forum, the federal district courts of the United States of America will be, to the fullest extent permitted by law, the sole and exclusive forum for any action asserting a claim arising under the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder.

Severability (Section 9.9). Without limiting the existing severability provision applicable to the indemnification provisions in Article Eight of the Bylaws, if any provision of the Bylaws, or the application of any provision to any person, entity or circumstance, is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality and enforceability of that provision in any other circumstance and of the remaining provisions of the Bylaws will not be affected or impaired.

Under Sections 9.7 and 9.8, any person or entity purchasing or otherwise acquiring or holding any interest in shares of the Company’s capital stock (in the case of Section 9.7) or in any security of the Company (in the case of Section 9.8) will be deemed, to the fullest extent permitted by law, to have notice of and to have consented to those provisions.

The foregoing description of the Bylaw Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, as amended by the Bylaw Amendments, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

A copy of the Company’s press release announcing the appointment of Mr. Perez to the Board is furnished herewith as Exhibit 99.2. Pursuant to General Instruction B.2 of Form 8-K, this exhibit is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number	Description
3.2	Amended Bylaws of the Registrant (As Amended Effective October 22, 2026)
99.1	Press Release Announcing Third Quarter Results, dated October 27, 2026
99.2	Press Release Announcing Mr. Perez's Election, dated October 27, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

4

SIGNATURES

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

Manhattan Associates, Inc.

By: /s/ Linda Pinne

Linda Pinne

Senior Vice President, Chief Financial Officer

Dated: October 27, 2026

5

Exhibit 99.1

Contact:		Michael Bauer		Devika Goel
		VP, Investor Relations		Director, Corporate Communications & PR
		Manhattan Associates, Inc.		Manhattan Associates, Inc.
		678-597-7538		678-597-6754
		mbauer@manh.com		dgoel@manh.com

Manhattan Associates Reports Third Quarter Results

Cloud Revenue Increased 28% over Prior Year

RPO Increased 25% over Prior Year

ATLANTA – October 27, 2026 – Leading Supply Chain and Omnichannel Commerce Solutions provider Manhattan Associates, Inc. (NASDAQ: MANH) today reported revenue of $306.2 million for the third quarter ended September 30, 2026, compared to $275.8 million in Q3 2025. GAAP diluted earnings per share for Q3 2026 was $1.04 compared to $0.96 in Q3 2025. Non-GAAP adjusted diluted earnings per share for Q3 2026 was $1.55 compared to $1.36 in Q3 2025.

"Manhattan delivered record Q3 and year-to-date results. On strong demand we posted another record bookings quarter and achieved two milestones. Cloud revenue surpassed services revenue and total quarterly revenue exceeded $300 million,” said Manhattan Associates President and CEO Eric Clark.

“While macroeconomic headwinds persist, Manhattan’s business fundamentals are solid. Powered by market-leading solutions and targeted go-to-market investments, we continue to deliver industry-leading levels of customer success alongside strong financial performance that included acceleration across key metrics in the quarter,” Mr. Clark concluded.

THIRD QUARTER 2026 FINANCIAL SUMMARY:

•Consolidated total revenue was $306.2 million for Q3 2026, compared to $275.8 million for Q3 2025.

oCloud subscription revenue was $134.4 million for Q3 2026, compared to $104.9 million for Q3 2025.

oServices revenue was $134.4 million for Q3 2026, compared to $133.0 million for Q3 2025.

•GAAP diluted earnings per share was $1.04 for Q3 2026, compared to $0.96 for Q3 2025.

•Adjusted diluted earnings per share, a non-GAAP measure, was $1.55 for Q3 2026, compared to $1.36 for Q3 2025.

•GAAP operating income was $81.0 million for Q3 2026, compared to $75.8 million for Q3 2025.

•Adjusted operating income, a non-GAAP measure, was $115.2 million for Q3 2026, compared to $103.4 million for Q3 2025.

•Cash flow from operations was $68.6 million for Q3 2026, compared to $93.1 million for Q3 2025.

•Days Sales Outstanding was 81 days at September 30, 2026, compared to 67 days at June 30, 2026, primarily driven by an increase in billing in the last month of the current quarter.

•Cash totaled $199.4 million at September 30, 2026, compared to $186.1 million at June 30, 2026.

•RPO increased to $2.59 billion as of September 30, 2026, compared to $2.47 billion as of June 30, 2026.

•During the three months ended September 30, 2026, Manhattan repurchased 244,748 shares of its common stock under the share repurchase program authorized by our Board of Directors for a total investment of $50.0 million. In March 2026, our Board approved an increase to Manhattan's share repurchase authority from $100 million to $500 million. As of the end of the quarter, approximately $175.0 million remained under the existing March 2026 repurchase authority.

NINE MONTH 2026 FINANCIAL SUMMARY:

•Consolidated total revenue for the nine months ended September 30, 2026, was $886.2 million, compared to $811.0 million for the nine months ended September 30, 2025.

oCloud subscription revenue was $378.3 million for the nine months ended September 30, 2026, compared to $299.6 million for the nine months ended September 30, 2025.

oServices revenue was $393.2 million for the nine months ended September 30, 2026, compared to $383.0 million for the nine months ended September 30, 2025.

•GAAP diluted earnings per share for the nine months ended September 30, 2026, was $2.72, compared to $2.75 for the nine months ended September 30, 2025.

•Adjusted diluted earnings per share, a non-GAAP measure, was $4.18 for the nine months ended September 30, 2026, compared to $3.85 for the nine months ended September 30, 2025.

•GAAP operating income was $212.2 million for the nine months ended September 30, 2026, compared to $212.8 million for the nine months ended September 30, 2025.

•Adjusted operating income, a non-GAAP measure, was $310.5 million for the nine months ended September 30, 2026, compared to $295.7 million for the nine months ended September 30, 2025.

•Cash flow from operations was $243.3 million for the nine months ended September 30, 2026, compared to $242.4 million for the nine months ended September 30, 2025.

•During the nine months ended September 30, 2026, Manhattan repurchased 2,162,089 shares of its common stock under the share repurchase program authorized by our Board of Directors, for a total investment of $325.0 million. In March 2026, our Board approved an increase to Manhattan's share repurchase authority from $100 million to $500 million. As of the end of the quarter, approximately $175.0 million remained under the existing March 2026 repurchase authority.

2026 GUIDANCE

Manhattan provides the following revenue, operating margin, and diluted earnings per share guidance for the full year 2026:

		Guidance Range - 2026 Full Year
	($'s in millions, except operating margin and EPS)	$ Range				% Growth Range
	Total revenue	$1,176		$1,178		9%		9%
	Operating Margin:
	GAAP operating margin	24.1%		24.3%
	Equity-based compensation	10.4%		10.4%
	Restructuring expense (3)	0.7%		0.7%
	Adjusted operating margin(1)	35.2%		35.4%
	Diluted earnings per share (EPS):
	GAAP EPS	$3.62		$3.64		1%		1%
	Equity-based compensation	1.79		1.79
	Tax deficiency of stock awards vested (2)	0.03		0.03
	Restructuring expense (3)	0.11		0.11
	Adjusted EPS(1)	$5.54		$5.56		9%		10%
	(1) Adjusted operating margin and adjusted EPS are non-GAAP measures that exclude the impact of equity-based compensation,
	expense related to an unusual health insurance claim, restructuring expense, and the related income tax effects, if applicable.
	(2) The tax deficiency (benefit) on stock vesting occurred primarily in the first quarter of 2026.
	(3) On June 1, 2026, we reduced our global headcount by approximately 6%, leveraging increased operational efficiencies and allowing us to focus investments on key strategic priorities. We recorded pre-tax restructuring expense in the second quarter of 2026 and exclude the amount from adjusted non-GAAP results.

Manhattan currently intends to make public certain expectations with respect to future financial performance. Those statements, including the guidance provided above, are forward looking. Actual results may differ materially. See our cautionary note regarding “forward-looking statements” below.

Manhattan will make this earnings release and a recording of the conference call referenced below available on the investor relations section of our website at ir.manh.com. Following publication of this earnings release, any expectations with respect to future financial performance contained in this release or the conference call, including the guidance, should be considered historical only, and Manhattan disclaims any obligation to update them.

CONFERENCE CALL

Manhattan’s conference call regarding its third quarter financial results will be held today, October 27, 2026, at 4:30 p.m. Eastern Time. We also will discuss our business and expectations for the year and next quarter in additional detail during the call. We invite investors to a live webcast of the conference call through the Investor Relations section of our website at ir.manh.com. To listen to the live webcast, please go to the website at least 15 minutes before the call to download and install any necessary audio software. The Internet webcast will be available until Manhattan Associates’ fourth quarter 2026 earnings release.

GAAP VERSUS NON-GAAP PRESENTATION

Manhattan provides adjusted operating income and margin, adjusted income tax provision, adjusted net income, and adjusted diluted earnings per share in this press release as additional information regarding our historical and projected operating results. These measures are not in accordance with, or alternatives to, GAAP, and may be different from similarly titled non-GAAP measures used by other companies. Manhattan believes the presentation of these non-GAAP financial measures facilitates investors’ ability to understand and compare our results and guidance, because the measures provide supplemental information in evaluating the operating results of our business, as distinct from results that include items not indicative of ongoing operating results, and because we believe our peers typically publish similar non-GAAP measures. This release should be read in conjunction with Manhattan's Form 8-K earnings release filing for the three and nine months ended September 30, 2026.

Non-GAAP adjusted operating income and margin, adjusted income tax provision, adjusted net income, and adjusted diluted earnings per share exclude the impact of equity-based compensation, an expense – net of insurance recoveries, related to an unusual health insurance claim, and restructuring expense – net of income tax effects, collectively. They also exclude the tax benefits or deficiencies of vested stock awards caused by differences in the amount deductible for tax purposes from the compensation expense recorded for financial reporting purposes. We include reconciliations of Manhattan's GAAP financial measures to non-GAAP adjustments in the supplemental information attached to this release.

ABOUT MANHATTAN ASSOCIATES

Manhattan Associates is a global technology leader, providing supply chain and omnichannel commerce solutions with unmatched AI capabilities. We design, build, and offer best-in-class, AI-powered, cloud-based solutions that drive resilience and efficiency for businesses. We enable enterprises to uniquely unify front-end sales with back-end supply chain execution.

Our commitment to innovation, cloud-native platform, and API-first architecture create simpler experiences and faster paths to value for our customers. We empower them to preempt and react to emerging trends and global disruptions with technical expertise and operational confidence, transforming challenges into competitive advantage. For more information, please visit www.manh.com.

This press release contains “forward-looking statements” relating to Manhattan Associates, Inc. Forward-looking statements in this press release include, without limitation, the information set forth under “2026 Guidance” and statements identified by words such as “may,” “expect,” “forecast,” “anticipate,” “intend,” “plan,” “believe,” “could,” “seek,” “project,” “estimate,” and similar expressions. Prospective investors are cautioned that any of those 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 those forward-looking statements. Among the important factors that could cause actual results to differ materially from those indicated by those forward-looking statements are: economic conditions, including as a result of global instability due to military conflict, including the military conflict involving the United States, Israel, and Iran, as well as the ongoing war between Russia and Ukraine, disruption and transformation in the retail sector and our vertical markets; delays in product development; competitive and pricing pressures; software errors and information technology failures, disruption and security breaches; risks related to our products’ technology and customer implementations; risks associated with our use of generative and agentic artificial intelligence; and the other risk factors set forth in Item 1A of Manhattan's Annual Report on Form 10-K for the year ended December 31, 2025, and in Item 1A of Part II in subsequent Quarterly Reports on Form 10-Q. Manhattan undertakes 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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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,
		2026		2025		2026		2025
		(unaudited)		(unaudited)		(unaudited)		(unaudited)
Revenue:
Cloud subscriptions		$134,438		$104,852		$378,283		$299,580
Software license		3,634		1,356		7,791		12,176
Maintenance		29,229		30,492		90,344		97,693
Services		134,417		133,007		393,181		383,033
Hardware		4,469		6,088		16,597		18,521
Total revenue		306,187		275,795		886,196		811,003
Costs and expenses:
Cost of cloud subscriptions, maintenance and services		131,257		119,604		386,241		349,883
Cost of software license		633		208		1,753		711
Research and development		35,543		36,360		107,654		106,529
Sales and marketing		26,784		18,057		85,235		59,097
General and administrative		29,258		24,078		79,705		74,273
Depreciation and amortization		1,717		1,660		5,182		4,785
Restructuring expense		-		-		8,263		2,937
Total costs and expenses		225,192		199,967		674,033		598,215
Operating income		80,995		75,828		212,163		212,788
Other income, net		1,888		2,604		7,208		4,656
Income before income taxes		82,883		78,432		219,371		217,444
Income tax provision		21,539		19,799		58,380		49,449
Net income		$61,344		$58,633		$160,991		$167,995
Basic earnings per share		$1.05		$0.97		$2.73		$2.77
Diluted earnings per share		$1.04		$0.96		$2.72		$2.75
Weighted average number of shares:
Basic		58,207		60,381		58,880		60,620
Diluted		58,732		60,954		59,250		61,183

Reconciliation of Selected GAAP to Non-GAAP Measures

(in thousands, except per share amounts)

		Three Months Ended September 30,				Nine Months Ended September 30,
		2026		2025		2026		2025
Operating income		$80,995		$75,828		$212,163		$212,788
Equity-based compensation (a)		34,215		27,577		90,095		80,678
Unusual health insurance claim (c)		-		-		-		(658)
Restructuring expense (d)		-		-		8,263		2,937
Adjusted operating income (Non-GAAP)		$115,210		$103,405		$310,521		$295,745
Income tax provision		$21,539		$19,799		$58,380		$49,449
Equity-based compensation (a)		4,245		3,253		12,125		10,749
Tax benefit (deficiency) of stock awards vested (b)		15		321		(2,301)		3,924
Unusual health insurance claim (c)		-		-		-		(159)
Restructuring expense (d)		-		-		2,041		708
Adjusted income tax provision (Non-GAAP)		$25,799		$23,373		$70,245		$64,671
Net income		$61,344		$58,633		$160,991		$167,995
Equity-based compensation (a)		29,970		24,324		77,970		69,929
Tax (benefit) deficiency of stock awards vested (b)		(15)		(321)		2,301		(3,924)
Unusual health insurance claim (c)		-		-		-		(499)
Restructuring expense (d)		-		-		6,222		2,229
Adjusted net income (Non-GAAP)		$91,299		$82,636		$247,484		$235,730
Diluted EPS		$1.04		$0.96		$2.72		$2.75
Equity-based compensation (a)		0.51		0.40		1.32		1.14
Tax deficiency (benefit) of stock awards vested (b)		-		(0.01)		0.04		(0.06)
Unusual health insurance claim (c)		-		-		-		(0.01)
Restructuring expense (d)		-		-		0.11		0.04
Adjusted diluted EPS (Non-GAAP)		$1.55		$1.36		$4.18		$3.85
Fully diluted shares		58,732		60,954		59,250		61,183

a)Adjusted results exclude all equity-based compensation, as detailed below, to facilitate comparison with our peers and for the other reasons explained in our Current Report on Form 8-K filed with the SEC. We do not receive a GAAP tax benefit for a portion of our equity-based compensation, mainly because of Section 162(m) of the Internal Revenue Code, which limits tax deductions for compensation granted to certain executives.

		Three Months Ended September 30,				Nine Months Ended September 30,
		2026		2025		2026		2025
Cost of services		$12,553		$11,417		$35,118		$33,355
Research and development		7,490		6,216		19,871		17,848
Sales and marketing		3,828		2,267		10,792		5,694
General and administrative		10,344		7,677		24,314		23,781
Total equity-based compensation		$34,215		$27,577		$90,095		$80,678

b)Adjustments represent the excess tax benefits and tax deficiencies of the equity awards vested during the period. Excess tax benefits (deficiencies) occur when the amount deductible on our tax return for an equity award is more (less) than the cumulative compensation cost recognized for financial reporting purposes. As discussed above, we exclude equity-based compensation from adjusted non-GAAP results to be consistent with other companies in the software industry and for the other reasons explained in our Current Report on Form 8-K filed with the SEC. Therefore, we also exclude the related tax benefit (expense) generated upon their vesting.

c)In the fourth quarter of 2024, we recorded $7.0 million of expense for an unusual health insurance claim. During the first quarter of 2025, we received an insurance recovery of $4.7 million for this claim, partially offset by $1.0 million of ongoing expense for the claim. During the second quarter of 2025, we recorded an additional $3.0 million of expense for this unusual health insurance claim. During the fourth quarter of 2025, we settled the remaining balance of the claim and recorded $6.2 million of benefit as the final payment was much lower than the cost estimates previously provided by our health insurance provider. Based on the uncommonly large magnitude and nature of the claim and timing of related insurance recoveries, we do not believe that this expense reflects our normal operating activities, and we have excluded the amount from adjusted non-GAAP results.

d)Restructuring expense primarily consists of employee severance and outplacement services. On June 1, 2026, we reduced our global headcount by approximately 6% and recorded pre-tax restructuring expense in the second quarter of 2026 of approximately $8.3 million. In January 2025, we eliminated about 100 positions and recorded pre-tax restructuring expense in the first quarter of 2025 of approximately $2.9 million. We excluded these costs for adjusted non-GAAP results to facilitate period-to-period comparability of operating performance.

MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)

		September 30, 2026				December 31, 2025
		(unaudited)
ASSETS
Current assets:
Cash and cash equivalents		$	199,449			$	328,747
Accounts receivable, net			268,110				214,679
Prepaid expenses and other current assets			45,340				39,912
Total current assets			512,899				583,338
Property and equipment, net			23,823				23,120
Operating lease right-of-use assets			44,435				50,443
Goodwill, net			62,239				62,244
Deferred income taxes			58,608				75,900
Other assets			48,809				44,343
Total assets		$	750,813			$	839,388
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable		$	22,118			$	22,182
Accrued compensation and benefits			76,739				69,309
Accrued and other liabilities			32,877				26,570
Deferred revenue			348,090				337,049
Income taxes payable			271				803
Total current liabilities			480,095				455,913
Operating lease liabilities, long-term			51,744				56,180
Other non-current liabilities			18,231				12,530
Shareholders' equity:
Preferred stock, no par value; 20,000,000 shares authorized, no shares issued or outstanding in 2026 and 2025			-				-
Common stock, $0.01 par value; 200,000,000 shares authorized; 58,061,274 and 59,845,291 shares issued and outstanding at September 30, 2026 and December 31, 2025, respectively			581				598
Retained earnings			238,568				345,097
Accumulated other comprehensive loss			(38,406	)			(30,930	)
Total shareholders' equity			200,743				314,765
Total liabilities and shareholders' equity		$	750,813			$	839,388

MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(in thousands)

		Nine Months Ended September 30,
		2026				2025
		(unaudited)				(unaudited)
Operating activities:
Net income		$	160,991			$	167,995
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			5,182				4,785
Equity-based compensation			90,095				80,678
Gain on disposal of equipment			(162	)			(22	)
Deferred income taxes			16,871				17,946
Unrealized foreign currency loss			1,909				246
Changes in operating assets and liabilities:
Accounts receivable, net			(54,863	)			(8,865	)
Other assets			(13,040	)			(4,311	)
Accounts payable, accrued and other liabilities			16,066				(18,463	)
Income taxes			2,059				(9,840	)
Deferred revenue			18,206				12,271
Net cash provided by operating activities			243,314				242,420
Investing activities:
Purchase of property and equipment			(6,099	)			(10,799	)
Net cash used in investing activities			(6,099	)			(10,799	)
Financing activities:
Repurchase of common stock			(356,929	)			(238,187	)
Net cash used in financing activities			(356,929	)			(238,187	)
Foreign currency impact on cash			(9,584	)			3,891
Net change in cash and cash equivalents			(129,298	)			(2,675	)
Cash and cash equivalents at beginning of period			328,747				266,230
Cash and cash equivalents at end of period		$	199,449			$	263,555

MANHATTAN ASSOCIATES, INC.

SUPPLEMENTAL INFORMATION

1. GAAP and adjusted earnings per share by quarter are as follows:

	2025										2026
	1st Qtr		2nd Qtr		3rd Qtr		4th Qtr		Full Year		1st Qtr		2nd Qtr		3rd Qtr		YTD
GAAP Diluted EPS	$0.85		$0.93		$0.96		$0.86		$3.60		$0.82		$0.85		$1.04		$2.72
Adjustments to GAAP:
Equity-based compensation	0.40		0.35		0.40		0.43		1.57		0.38		0.43		0.51		1.32
Tax (benefit) deficiency of stock awards vested	(0.06)		-		(0.01)		-		(0.06)		0.04		-		-		0.04
Unusual health insurance claim	(0.05)		0.04		-		(0.08)		(0.09)		-		-		-		-
Restructuring expense	0.04		-		-		-		0.04		-		0.11		-		0.11
Adjusted Diluted EPS	$1.19		$1.31		$1.36		$1.21		$5.06		$1.24		$1.39		$1.55		$4.18
Fully Diluted Shares	61,527		61,074		60,954		60,642		61,054		60,038		58,997		58,732		59,250

2. Revenues and operating income by reportable segment are as follows (in thousands):

	2025										2026
	1st Qtr		2nd Qtr		3rd Qtr		4th Qtr		Full Year		1st Qtr		2nd Qtr		3rd Qtr		YTD
Revenue:
Americas	$194,615		$206,606		$206,659		$202,546		$810,426		$214,550		$227,012		$233,165		$674,727
EMEA	55,542		52,301		53,975		53,978		215,796		53,663		55,378		56,916		165,957
APAC	12,630		13,514		15,161		13,865		55,170		14,002		15,404		16,106		45,512
	$262,787		$272,421		$275,795		$270,389		$1,081,392		$282,215		$297,794		$306,187		$886,196
GAAP Operating Income:
Americas	$33,862		$48,051		$45,783		$39,875		$167,571		$39,005		$41,336		$49,793		$130,134
EMEA	23,703		19,807		22,877		21,686		88,073		19,670		18,122		23,729		61,521
APAC	5,607		5,930		7,168		5,451		24,156		6,262		6,773		7,473		20,508
	$63,172		$73,788		$75,828		$67,012		$279,800		$64,937		$66,231		$80,995		$212,163
Adjustments (pre-tax):
Americas:
Equity-based compensation	$28,826		$24,275		$27,577		$30,585		$111,263		$26,524		$29,356		$34,215		$90,095
Unusual health insurance claim	(3,658)		3,000		-		(6,224)		(6,882)		-		-		-		-
Restructuring expense	2,929		8		-		-		2,937		-		5,637		-		5,637
	$28,097		$27,283		$27,577		$24,361		$107,318		$26,524		$34,993		$34,215		$95,732
EMEA:
Restructuring expense	-		-		-		-		-		-		2,346		-		2,346
APAC:
Restructuring expense	-		-		-		-		-		-		280		-		280
Adjusted non-GAAP Operating Income:
Americas	$61,959		$75,334		$73,360		$64,236		$274,889		$65,529		$76,329		$84,008		$225,866
EMEA	23,703		19,807		22,877		21,686		88,073		19,670		20,468		23,729		63,867
APAC	5,607		5,930		7,168		5,451		24,156		6,262		7,053		7,473		20,788
	$91,269		$101,071		$103,405		$91,373		$387,118		$91,461		$103,850		$115,210		$310,521

3. Impact of Currency Fluctuation

The following table reflects the increases (decreases) in the results of operations for each period attributable to the change in foreign currency exchange rates from the prior period as well as foreign currency gains (losses) included in other income, net for each period (in thousands):

	2025										2026
	1st Qtr		2nd Qtr		3rd Qtr		4th Qtr		Full Year		1st Qtr		2nd Qtr		3rd Qtr		YTD
Revenue	$(1,591)		$2,724		$2,652		$3,833		$7,618		$5,975		$2,027		$118		$8,120
Costs and expenses	(1,966)		1,180		738		906		858		2,646		(1,113)		(1,777)		(244)
Operating income	375		1,544		1,914		2,927		6,760		3,329		3,140		1,895		8,364
Foreign currency gains (losses) in other income	131		(65)		1,597		9		1,672		3,229		217		1,130		4,576
	$506		$1,479		$3,511		$2,936		$8,432		$6,558		$3,357		$3,025		$12,940

Manhattan Associates has a large research and development center in Bangalore, India. The following table reflects the increases (decreases) in the financial results for each period attributable to changes in the Indian Rupee exchange rate (in thousands):

	2025										2026
	1st Qtr		2nd Qtr		3rd Qtr		4th Qtr		Full Year		1st Qtr		2nd Qtr		3rd Qtr		YTD
Operating income	$785		$514		$832		$1,409		$3,540		$1,045		$2,235		$1,775		$5,055
Foreign currency gains (losses) in other income	15		140		1,978		742		2,875		3,449		730		1,097		5,276
Total impact of changes in the Indian Rupee	$800		$654		$2,810		$2,151		$6,415		$4,494		$2,965		$2,872		$10,331

4. Other income includes the following components (in thousands):

	2025										2026
	1st Qtr		2nd Qtr		3rd Qtr		4th Qtr		Full Year		1st Qtr		2nd Qtr		3rd Qtr		YTD
Interest income	$1,101		$852		$1,007		$1,429		$4,389		$951		$753		$758		$2,462
Foreign currency gains (losses)	131		(65)		1,597		9		1,672		3,229		217		1,130		4,576
Other non-operating income (expense)	106		(72)		-		(1)		33		157		13		-		170
Total other income (loss)	$1,338		$715		$2,604		$1,437		$6,094		$4,337		$983		$1,888		$7,208

5. Capital expenditures are as follows (in thousands):

	2025										2026
	1st Qtr		2nd Qtr		3rd Qtr		4th Qtr		Full Year		1st Qtr		2nd Qtr		3rd Qtr		YTD
Capital expenditures	$891		$3,980		$5,928		$4,658		$15,457		$4,103		$1,005		$991		$6,099

6. Stock Repurchase Activity (in thousands):

	2025										2026
	1st Qtr		2nd Qtr		3rd Qtr		4th Qtr		Full Year		1st Qtr		2nd Qtr		3rd Qtr		YTD
Shares purchased under publicly-announced buy-back program	539		263		233		416		1,451		1,043		874		245		2,162
Shares withheld for taxes due upon vesting of restricted stock	179		3		8		2		192		198		1		2		201
Total shares purchased	718		266		241		418		1,643		1,241		875		247		2,363
Total cash paid for shares purchased under publicly-announced buy-back program	$100,000		$49,596		$49,947		$74,996		$274,539		$149,983		$125,000		$49,999		$324,982
Total cash paid for shares withheld for taxes due upon vesting of restricted stock	36,447		595		1,602		398		39,042		29,404		105		454		29,963
Total cash paid for excise tax	-		-		-		1,581		1,581		-		1,984		-		1,984
Total cash paid for shares repurchased	$136,447		$50,191		$51,549		$76,975		$315,162		$179,387		$127,089		$50,453		$356,929

7. Remaining Performance Obligations

We disclose revenue that we expect to recognize from our remaining performance obligations ("RPO"). Over 99% of our RPO represents cloud native subscriptions with non-cancelable terms 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 are typically one year and not included in the RPO. Our RPO as of the end of each period appears below (in thousands):

	March 31, 2025		June 30, 2025		September 30, 2025		December 31, 2025		March 31, 2026		June 30, 2026		September 30, 2026
Remaining Performance Obligations	$1,891,384		$2,013,495		$2,076,628		$2,232,234		$2,347,952		$2,473,753		$2,589,654

Manhattan Associates Elects Juan Perez to its Board of Directors

ATLANTA, October 27, 2026 – Manhattan Associates Inc. (NASDAQ: MANH), a global leader in supply chain commerce solutions, today announced that its Board of Directors has elected Juan Perez, a seasoned technology executive and advisor, to the Board, effective January 28, 2027.

Mr. Perez brings extensive experience leading enterprise transformation, digital strategy, governance and operational excellence across global organizations. Most recently, he served as Executive Vice President and Chief Information Officer at Salesforce, Inc., where he led Global IT, Global Business Services, Data & Analytics, and Transformation. He also helped establish and lead Salesforce’s AI Council, guiding the responsible adoption of AI to improve decision-making and business performance.

Before joining Salesforce, Mr. Perez spent more than 30 years at UPS, where he ultimately served as Chief Information and Engineering Officer and a member of the Executive Leadership Team. He is a two-time recipient of the Global ORBIE CIO of the Year Award and has received the Forbes CIO Innovation Award. He has also been recognized by CIO Magazine, HITEC, Hispanic Executive and GeorgiaCIO. Additional honors include the Distinguished Mexican Abroad Award from the Government of Mexico, the Héctor P. García Legacy Award and the USC Latino Alumni Visionary Award.

Commenting on his election to the Board, Mr. Perez stated, “I have followed Manhattan’s journey for years and am excited to join this innovative, industry-leading company. I look forward to contributing to its continued innovation, growth and success.”

“I'm delighted to welcome Juan to our Board,” said Thomas E. Noonan, Lead Independent Director of Manhattan’s Board. “His extensive business leadership, strategic technology and digital commerce expertise, and successful tenure in senior operating roles perfectly position him to make significant contributions to Manhattan.”

Mr. Perez currently serves on the boards of Wabtec Corporation, American International Group, Inc. (AIG), and Nexcess Corp.

ABOUT MANHATTAN ASSOCIATES

Manhattan Associates is a global technology leader, providing supply chain and omnichannel commerce solutions with unmatched AI capabilities. We design, build and offer best-in-class, AI-powered, cloud-based solutions that drive resilience and efficiency for businesses. We enable enterprises to uniquely unify front-end sales with back-end supply chain execution.

Our commitment to innovation, cloud-native platform and API-first architecture create simpler experiences and faster paths to value for our customers. We empower them to preempt and

react to emerging trends and global disruptions with technical expertise and operational confidence, transforming challenges into competitive advantage. For more information, please visit www.manh.com.

Press Contact:

Devika Goel

Manhattan Associates

Dgoel@manh.com

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