MANHATTAN ASSOCIATES INC

This section contains Proxy Statement highlights. For more information, please refer to the entire Proxy Statement and our Annual Report on Form 10-K for fiscal year 2025.

ANNUAL MEETING OF SHAREHOLDERS

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MEETING AGENDA AND VOTING MATTERS

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MEMBERS OF BOARD OF DIRECTORS(page 14)

BOARD COMMITTEES(page 20)

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2025 BUSINESS HIGHLIGHTS

2025 was another year of substantial progress, and we believe the Company is well positioned for long-term growth. Entering 2026, we remain focused on driving revenue growth and gaining market share with our Manhattan Active®cloud solutions. We are confident in our long-term strategy driven by our market leadership in innovative supply chain and omnichannel solutions and services. We note, however, that our objectives for the year are subject to several risks and uncertainties, including the factors set forth in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

We develop, sell, deploy, service and maintain software solutions designed to manage supply chains, inventory, and omnichannel operations for retailers, wholesalers, manufacturers, logistics providers, government agencies, and other organizations. Our customers include many of the world’s premier and most profitable brands. We run our Manhattan Active® applications in the cloud and deliver them as subscription-based software as a service ("SaaS"). Our proprietary applications architecture is highly differentiated among enterprise application providers, particularly within the Omni Channel and Supply Chain categories, through which we deliver a versionless yet highly extensible experience for our customers. We offer our customers access to new innovation quarterly, ensuring our customers run on a single fully up-to-date codebase.

In 2025, we launched Manhattan Active® Agents to our product offerings, which is a generative artificial intelligence (AI) add-on module available for customers that use the Manhattan Active Platform. Our Active Agents add-on module also encompasses Agent Foundry™, a way for customers to create their own AI agents to generate ongoing productivity gains, enhanced user experiences, and increased operational efficiencies. With AI-driven insights and zero downtime updates, Manhattan delivers innovation seamlessly into customer environments without the need for planned maintenance windows.

Regarding our accomplishments and other developments in 2025:

Significant investments in innovation and expanding total addressable market

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We invested $145 million in R&D, up 5%, as delivering innovation to our Omni Channel and Supply Chain customers continues to be a strategic priority. We expect our product innovation to expand our addressable market, while helping us achieve long-term sustainable organic revenue growth and top quartile operating margins compared to other enterprise application software providers.

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Our global pipelines are solid, and we see strong demand for cloud solutions. We continue to be encouraged by new customer signings and by the concentration of potential new customers in the pipeline with about 56% of our new cloud bookings representing net new customers.

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We continually invest in AI technology to enhance our functional offerings on our Manhattan Active Platform, with a recent emphasis on agentic AI advancements. Our AI capabilities are seamlessly embedded across all supply chain execution, planning, and commerce applications, aimed at delivering real-time optimization and value creation. We plan to further expand our investments in generative AI, including leveraging third-party large language models to unlock value in a broader range of use cases.

Record revenue and earnings performance

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Total revenue was a record $1.081 billion, up 4%, reflecting strong demand for our Cloud solutions. 2025 was a successful year setting all-time records in total revenue, RPO (Remaining Performance Obligation), cashflow, and earnings per share.

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GAAP diluted EPS was $3.60, up 3% versus 2024, driven by strong demand for our cloud solutions and disciplined expense management.

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RPO for the year totaled $2.2 billion, up 25% over the prior year. We believe RPO is the leading proxy for our cloud revenue performance and represents the value of contractual obligations required to be performed, otherwise referred to as unearned revenue or bookings. For Manhattan, this disclosed value represents our cloud bookings value of unearned revenue under non-cancelable contracts greater than one year. Contracts with a non-cancelable term of one year or less are excluded from the reported amount.

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We continue to see strong demand for our Manhattan Active®cloud solutions with cloud revenue increasing 21% over 2024 from $337 million to $408 million. Cloud revenue represents 96% of 2025 total software revenue.

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Recurring revenue (cloud subscriptions and maintenance) as a percentage of total revenue, excluding hardware sales, continues to remain strong (50% in 2025 compared to 46% in 2024).

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Our full year 2025 global consulting services revenue decreased 4% year-over-year as customer budgetary constraints caused some of our services work to shift to future periods, which negatively impacted our professional services revenue.

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2025 GAAP operating margin of 26% ranked in the top tier across publicly traded companies in our peer group.

Maintained capital discipline and financial capacity

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We closed 2025 with $329 million in cash and cash equivalents and zero debt, self-funding all our growth through free cash flow generation; we have never borrowed in the history of the Company.

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Operating cash flow was $389 million, up 32% versus 2024, primarily due to an increase in cash collections from our customers and decrease in cash taxes owed from the acceleration of the deduction for domestic research and development expenditures.

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We invested $275 million in share repurchases in 2025. Over the last decade, we have invested over $1.5 billion in share buybacks, lowering company shares outstanding by about 15%. We continue to design the performance criteria under our performance-based incentive plans so that our named executive officers (“NEOs”) and other employees receive no compensation benefit from the impact of our share repurchases on EPS.

In 2025, we exceeded our target objectives (as defined on page 38) for our annual cash bonus program and the performance-based component of our long-term equity (restricted stock unit) program, resulting in a payout under our annual corporate cash bonus program of 118% of target, including to our NEOs, except Mr. Capel (0%), and earned performance-based equity under the performance-based component of our 2025 corporate annual long-term equity program at 118% of target and 2025 mid-year long-term equity grant at 100% of target, excluding our CEOs, who did not participate in the mid-year grant.

The Board of Directors believes the Company continued to position itself for long-term success, expanding its addressable market through meaningfully differentiated investment in innovation and positioning us for potential long-term sustainable growth.

CULTURE AND VALUES

Manhattan Associates’ purpose is to create possibilities that move life and commerce forward. Our purpose gives meaning to what we do as a corporation and inspires our team members around the globe. We shape our culture through intent and are focused on creating and sustaining an environment of belonging where every Manhattan team member feels welcome, heard, and valued. While we are committed to delivering value to our shareholders, we believe we also have ethical responsibilities to our other stakeholders, which include our employees, our customers, our ecosystem of suppliers and partners, and the markets and communities we serve.

ENVIRONMENTAL, SOCIAL, GOVERNANCE (ESG)

Manhattan Associates recognizes the importance of ESG to our business and our stakeholders. In 2021, we formed our ESG Steering Committee, chaired by our CEO and overseen by our Board of Directors, to establish ESG objectives and to ensure focus on and tracking of our progress towards those objectives. In 2022, we launched our ESG Corporate Website and published our inaugural ESG Disclosure Summary to better communicate our ESG strategy and showcase how our innovations support the pursuit of more sustainable global supply chains. We remain committed to regularly updating our website and annually share our progress in our disclosure summary. Read more about ESG athttps://www.manh.com/esg.

ENVIRONMENTAL

Manhattan Associates is identifying ways to help protect the environment. We believe our innovative solutions support a more sustainable global supply chain and help our customers reduce their waste and environmental impact. We are also committed to responsible management of our energy consumption, waste, and recycling methods. We partner with Google Cloud as our platform for our Manhattan Active® cloud solutions. As of 2025, Google reports their data centers are among the most efficient in the world and are sourcing more carbon-free energy. Additionally, the company cites that it continues to make significant investments in cleaner cloud computing. Google aims to operate their data centers on carbon-free energy 24 hours a day and replenish 120% of the freshwater volume consumed by 2030. Manhattan Associates is also focused on leasing energy efficient office space and are evaluating ways to adopt more environmentally sustainable practices. Our Atlanta, Georgia, headquarters is Energy Star certified, and our office in Bangalore, India, is LEED Platinum certified. Our United Kingdom and France offices are powered by 100% renewable energy.

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SOCIAL

Manhattan Associates appreciates individual differences and believes they help make our culture unique. We are committed to equal employment opportunity at all levels of our organization. Additionally, we are committed to employee development and empowering our team members to drive their careers and gain meaningful feedback. Through automated feedback tools, one-on-one meetings with leaders, continuous learning initiatives, and team member appreciation, we are focused on team member engagement and investing in our people. We believe we have a strong culture of giving back to our communities, including through our global community engagement initiative, MA Connect, and Purpose Days. Our programs encourage global team members to volunteer in their local communities with an organization that is personal to them.

GOVERNANCE

We believe in responsible corporate governance, which is driven by both our executive leadership team and our Board of Directors. This includes the responsible management and oversight of ESG. The Nomination & Governance Committee oversees our general ESG strategy, and our Compensation Committee oversees our Human Capital Management strategy.

CORPORATE GOVERNANCE HIGHLIGHTS

(1) Upon his retirement as President and CEO on February 12, 2025, Eddie Capel became Executive Vice-Chairman of the Board, and then, on May 13, 2025, the date of our 2025 Annual Meeting of Shareholders, became Executive Chairman of the Board, succeeding Chairman John Huntz upon his retirement from the Board. Also on May 13, 2025, Tom Noonan became Lead Independent Director. On January 1, 2026, Eddie Capel transitioned to non-executive Chairman of the Board and non-employee status. Tom Noonan continues to serve as the Board’s Lead Independent Director.

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2025 EXECUTIVE COMPENSATION ACTIONS

Base Salaries

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The annualized base salary for our former President and CEO, Eddie Capel, was reduced by 30% (from $725,000 to $507,500) upon his transition to Executive Vice Chairman of the Board effective February 12, 2025. Mr. Capel's annualized salary remained unchanged upon becoming Executive Chairman of the Board on May 13, 2025.

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The annualized base salary for our current President and CEO, Eric Clark, was established at $800,000.

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The annualized base salary for the remaining NEOs increased 4% on average over 2024.

Annual Cash Bonus

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Our annual cash bonus program was based on three performance measures: Target Revenue, new bookings from cloud solutions (New Cloud Bookings), and adjusted operating income (AOI), all as defined on page 39. Based on our 2025 financial performance, the NEOs earned 118% of their 2025 annual cash bonus targets compared to 127% for 2024.

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Our 2025 long-term equity (Restricted Stock Unit) grants to our NEOs were 50% service-based RSUs and 50% performance-based RSUs with three performance measures: Target Revenue, New Cloud Bookings, and AOI. Based on our 2025 financial performance, the NEOs earned 118% for annual performance-based RSUs, compared to 127% for annual 2024.

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In January 2025, the Compensation Committee approved special retention grants of 50% service-based RSUs and 50% performance-based RSUs to members of our executive team, including our NEOs, except our CEOs. These awards follow the same performance measures as the 2025 annual grants and were approved in recognition of the successful achievement of the Company’s overall SaaS transition objectives. Based on our 2025 financial performance, the NEOs earned 118% for special retention performance-based RSUs.

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In July 2025, the Compensation Committee approved mid-year grants of 50% service-based RSUs and 50% performance-based RSUs for plan participants, excluding the CEOs. The performance measures were established on the second half of 2025 performance for Target Revenue, New Cloud Bookings, and AOI. The mid-year grant value was 25% of the total grant value of each participant's 2025 annual grant. These award amounts further the Company’s talent retention objectives and reinforce its commitment to its employees through equity participation and shared success. Based on our second half of 2025 financial performance, the plan participants earned 100% for mid-year 2025 performance-based RSUs.

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2025 EXECUTIVE COMPENSATION(page 30)

Named Executive Officer Compensation

The following table sets forth the total compensation earned by the Company’s NEOs in 2025 as determined under SEC rules. For more details, please see Compensation Discussion and Analysis starting on page 31 and the 2025 Summary Compensation Table and its accompanying notes on page 46.

(1) Effective February 12, 2025, (i) Eric Clark succeeded Eddie Capel as President and Chief Executive Officer of the Company, and (ii) Mr. Capel became Executive Vice-Chairman of the Board. On May 13, 2025, Mr. Capel became Executive Chairman of the Board, and on January 1, 2026, he transitioned to non-executive Chairman of the Board and non-employee status.

(2) On February 26, 2026, the Company announced that Dennis Story will retire as the Company’s Executive Vice President, Chief Financial Officer, and Treasurer, effective at the close of business on March 31, 2026. The Board of Directors elected Linda Pinne to succeed Mr. Story. Ms. Pinne will hold the position of Senior Vice President, Chief Financial Officer, Chief Accounting Officer, and Treasurer, effective as of April 1, 2026. Ms. Pinne has served as the Company’s Senior Vice President, Global Corporate Controller, and Chief Accounting Officer since January 2016.

(3) 2025 salary increases for NEOs, excluding our CEOs, were effective April 1, 2025, in contrast to prior years where annual salary increases were effective January 1.

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Components of Target Compensation for 2025

Our executives’ target compensation for 2025 consisted of the components described below(1).

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The above chart includes base salary, target short-term incentive opportunities, and the grant date value of annual equity awards.

With performance-based pay comprising approximately 50% of our executive pay package to the CEO and approximately 49% to the other NEOs, we believe our current executive compensation program links executive compensation directly to our financial performance and aligns the interests of our executive officers with those of our shareholders. We believe our executive compensation programs provide our executive officers with a balanced compensation package that includes a reasonable base salary along with annual and long-term incentive compensation opportunities based on our performance against pre-established financial performance objectives. This strong alignment between our financial results, shareholder returns, and executive compensation is the cornerstone of our executive compensation philosophy and program design. See page 37 for more information.

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2300 Windy Ridge Parkway, Tenth Floor

Atlanta, Georgia 30339