Director at Manhattan Associates (MANH) receives 19,877 performance RSUs

Rhea-AI Filing Summary

Manhattan Associates Inc. director Eddie Capel reported an equity award on a Form 4. He acquired 19,877 shares of common stock through a grant classified as performance-based restricted stock units under the company’s stock incentive plan.

The award was granted on January 23, 2025 and vests over time, with 25% vesting on February 28, 2026 and an additional 25% vesting on January 31 of each following year until fully vested. The grant was made at no cash cost to Capel, reflecting equity-based compensation rather than an open-market share purchase.

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^*

Capel Eddie

(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
	Officer (give title below)		Other (specify below)

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		19,877(1)	A	$0.0000	182,865(2)	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.

2. As of the filing date of this Form 4, the Reporting Person beneficially owns 156,602 shares of common stock of the Issuer, which includes outstanding and unvested RSUs and unvested performance-based RSUs.

	/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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Eddie Capel report for MANH?

Eddie Capel reported receiving an equity award from Manhattan Associates, not buying shares on the market. He was granted 19,877 performance-based restricted stock units tied to common stock as part of the company’s stock incentive compensation, reflecting stock-based pay for his role as a director.

How many shares were included in Eddie Capel’s RSU grant at Manhattan Associates (MANH)?

The reported grant covers 19,877 performance-based restricted stock units linked to Manhattan Associates common stock. These units represent the right to receive an equivalent number of shares upon vesting, subject to the company’s stock incentive plan terms and the specified multi-year vesting schedule.

What are the vesting terms for Eddie Capel’s 19,877 RSUs at MANH?

The performance-based RSUs granted to Eddie Capel vest over several years. Twenty-five percent vest on February 28, 2026, with an additional 25% vesting on January 31 of each subsequent year until the entire 19,877-unit award is fully vested under the plan terms.

Did Eddie Capel pay cash for the 19,877 Manhattan Associates shares reported?

No cash purchase was involved in this transaction. The award is a grant of performance-based restricted stock units under Manhattan Associates’ stock incentive plan, reported with a per-share price of 0.0000, indicating stock-based compensation rather than an open-market buy or sell transaction.

What type of security did Eddie Capel receive in this MANH Form 4 filing?

Eddie Capel received performance-based restricted stock units tied to Manhattan Associates common stock. These units grant him the right to obtain shares as they vest over time, instead of an immediate, unrestricted common stock purchase on the open market.

What role does Eddie Capel hold at Manhattan Associates in connection with this grant?

Eddie Capel is identified as a director of Manhattan Associates in the Form 4. The 19,877 performance-based restricted stock units were granted to him under the company’s stock incentive plan as part of his equity-based compensation for serving in that board position.