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United States
Securities And Exchange Commission
Washington, DC 20549
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FORM 8-K
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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 21, 2025
Manhattan Associates, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Georgia |
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0-23999 |
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58-2373424 |
(State or Other Jurisdiction of
Incorporation or organization) |
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(Commission
File Number) |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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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 2.02 Results of Operations and Financial Condition.
On October 21, 2025, 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, 2025. 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 expense, 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, 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 expense related to a reduction in our workforce recorded in 2025 is a common cost that results from normal operating activities; rather, it relates to aligning our services capacity with customer demand which has been impacted by macro-economic uncertainty.
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.
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Chairman Transition to Non-Executive Status
As previously reported, on February 10, 2025, the Company’s Board of Directors elected Mr. Eddie Capel as Executive Vice Chairman of the Board in connection with the election of his successor as the Company’s president and chief executive officer. On May 13, 2025, upon the retirement of the Board’s previous chairman, the Board elected Mr. Capel to serve as Executive Chairman of the Board.
On October 15, 2025, the Board confirmed the expectation that Mr. Capel would transition to non-executive and non-employee status, effective January 1, 2026, and would continue as Chairman of the Board. The Company further expects that independent director Mr. Thomas E. Noonan will continue to serve as the Board’s Lead Independent Director.
Until his transition to non-executive and non-employee status, Mr. Capel’s employment with the Company will continue to be governed by the terms and conditions of his existing Executive Employment Agreement, dated October 24, 2018, as amended by the First Amendment to that Agreement, dated March 5, 2025 and effective as of February 12, 2025. To the extent applicable to Mr. Capel’s continued service as Chairman of the Board effective January 1, 2026, Mr. Capel’s Executive Employment Agreement, as amended by the First Amendment, will continue to govern his service. Following his transition to non-executive status, his compensation will be determined by the Company’s standard non-employee director compensation policy.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit |
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Description |
10.1 |
Form of Executive Employment Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018 filed on October 25, 2018) (SEC File #000-23999) |
10.2 |
First Amendment to Executive Employment Agreement (Eddie Capel) effective as of February 12, 2025 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 6, 2025) (SEC File #000-23999) |
99.1 |
Press Release, dated October 21, 2025 |
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 Company has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Manhattan Associates, Inc.
By: /s/ Dennis B. Story
Dennis B. Story
Executive Vice President, Chief Financial Officer and Treasurer
Dated: October 21, 2025
