Manhattan Associates (MANH) CEO logs share grant and tax withholding

Rhea-AI Filing Summary

Manhattan Associates President & CEO Eric Andrew Clark reported two equity transactions in company stock. On January 22, he acquired 16,214 shares at a price of $0.00 per share as a grant or award under the company’s stock incentive plan, tied to performance-based restricted stock units granted on January 23, 2025 that vest 25% on February 28, 2026 and 25% on January 31 each year thereafter until fully vested. On February 14, he disposed of 4,758 shares of common stock at $140.45 per share through a tax-withholding disposition to cover exercise price or tax liabilities, leaving him with 95,233 shares held directly after that transaction.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Clark Eric Andrew

(Last) (First) (Middle)

2300 WINDY RIDGE PARKWAY

10TH FLOOR

(Street)

ATLANTA GA 30339

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MANHATTAN ASSOCIATES INC [ MANH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/22/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/22/2026		A		16,214(1)	A	$0.0000	66,700	D
Common Stock	02/14/2026		F		4,758	D	$140.45	95,233	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These are performance-based restricted stock units granted on January 23, 2025 under the Company's stock incentive plan, vesting 25% on February 28, 2026 and 25% on January 31st of each year thereafter until fully vested.

	/s/ David M. Eaton, Attorney-in-Fact	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transactions did MANH CEO Eric Andrew Clark report on this Form 4?

Eric Andrew Clark reported one equity grant and one tax-withholding disposition. He was awarded 16,214 shares at $0.00 per share and later disposed of 4,758 shares at $140.45 per share to cover exercise price or tax obligations.

Was the MANH CEO’s share disposal an open-market sale?

No, the 4,758-share disposal at $140.45 per share is coded as a tax-withholding disposition. This means shares were delivered to satisfy exercise price or tax liabilities, rather than being sold as a discretionary open-market transaction.

How many Manhattan Associates shares does Eric Andrew Clark hold after these transactions?

After the February 14 tax-withholding disposition of 4,758 shares, Eric Andrew Clark directly holds 95,233 shares of Manhattan Associates common stock. This figure reflects his direct ownership position immediately following that non-open-market transaction.

What equity award did the MANH CEO receive and on what terms?

Clark acquired 16,214 shares at $0.00 per share as a grant or award tied to performance-based restricted stock units. These units were granted January 23, 2025 under the company’s stock incentive plan, with vesting spread over multiple future dates.

What is the vesting schedule for Eric Andrew Clark’s performance-based restricted stock units at MANH?

The performance-based restricted stock units vest 25% on February 28, 2026, and 25% on January 31 of each year thereafter until fully vested. This staggered schedule links long-term share delivery to continued service and performance.

What do the transaction codes A and F mean in this MANH Form 4?

Code A indicates a grant, award, or other acquisition of 16,214 shares at $0.00 per share. Code F indicates a tax-withholding disposition of 4,758 shares, used to pay the exercise price or tax liabilities by delivering securities instead of cash.