UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[Mark One]


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~June 3130, 2026


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File Number: 0-23999

MANHATTAN ASSOCIATES, INC.

(Exact Name of Registrant as Specified in Its Charter)


Georgia			58-2373424
(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification No.)
2300 Windy Ridge Parkway, Tenth Floor
Atlanta, Georgia			30339
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s Telephone Number, Including Area Code: (770) 955-7070

Securities registered pursuant to Section 12(b) of the Act:

Title of each class TradingSymbol(s) Name of each exchange on which registered Common stock MANH Nasdaq Global Select Market

     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: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
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. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of the Registrant’s class of capital stock outstanding as of ~~April~~July 2128, 2026, the latest practicable date, is as follows: 5958,~~164~~304,~~602~~972 shares of common stock, $0.01 par value per share.

MANHATTAN ASSOCIATES, INC.

FORM 10-Q

Quarter Ended ~~March~~June 3130, 2026

TABLE OF CONTENTS

PART I

	Financial Information
Item 1.	Financial Statements.
Condensed Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025		3
Condensed Consolidated Balance Sheets as of June 30, 2026 (unaudited) and December 31, 2025		3
Condensed Consolidated Statements of Income for the three months ended March 31, 2026 (unaudited)		4
Condensed Consolidated Statements of Income for the three and six months ended June 30, 2026 and 2025 (unaudited)		4
Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2026 and 2025 (unaudited)		5
Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2026 and 2025 (unaudited)		5
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025 (unaudited)		6
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025 (unaudited)		6
Condensed Consolidated Statements of Shareholders’ Equity for the three months ended March 31, 2026 and 2025 (unaudited)		7
Condensed Consolidated Statements of Shareholders’ Equity for the three and six months ended June 30, 2026 and 2025 (unaudited)		7
Notes to Condensed Consolidated Financial Statements (unaudited)		8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	1415
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	2328
Item 4.	Controls and Procedures.	2328
	PART II
	OTHER INFORMATION
Item 1.	Legal Proceedings.	2429
Item 1A.	Risk Factors.	2429
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	2429
Item 3.	Defaults Upon Senior Securities.	2429
Item 4.	Mine Safety Disclosures.	2429
Item 5.	Other Information.	2429
Item 6.	Exhibits.	2530
Signatures.		2631

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements

MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)

	March 31, 2026			December 31, 2025
	June 30, 2026			December 31, 2025
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	~~226~~186,~~133~~110		$	328,747
Accounts receivable, net		~~227~~218,~~110~~878			214,679
Prepaid expenses and other current assets		62,~~573~~072			39,912
Total current assets		~~515~~467,~~816~~060			583,338
Property and equipment, net		2524,~~269~~606			23,120
Operating lease right-of-use assets		4746,~~431~~200			50,443
Goodwill, net		62,~~241~~240			62,244
Deferred income taxes		4350,~~763~~860			75,900
Other assets		4647,~~018~~680			44,343
Total assets	$	~~740~~698,~~538~~646		$	839,388
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	2230,~~415~~733		$	22,182
Accrued compensation and benefits		5870,~~415~~961			69,309
Accrued and other liabilities		3029,~~571~~984			26,570
Deferred revenue		~~355~~343,~~909~~208			337,049
Income taxes payable		90168			803
Total current liabilities		~~467~~475,~~400~~054			455,913
Operating lease liabilities, long-term		5553,~~685~~882			56,180
Other non-current liabilities		12,~~278~~203			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; 59,164,492 and 59,845,291 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively		591			598
Common stock, $0.01 par value; 200,000,000 shares authorized; 58,300,070 and 59,845,291 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively		583			598
Retained earnings		~~240~~193,~~577~~950			345,097
Accumulated other comprehensive loss		(3537,~~993~~026	)		(30,930	)
Total shareholders' equity		~~205~~157,~~175~~507			314,765
Total liabilities and shareholders' equity	$	~~740~~698,~~538~~646		$	839,388

See accompanying Notes to Condensed Consolidated Financial Statements.

Item 1. Financial Statements (continued)

MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Income

(in thousands, except per share amounts)

	Three Months Ended March 31,
	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
	(unaudited)		(unaudited)		(unaudited)		(unaudited)
Revenue:
Cloud subscriptions	$	~~117~~126,~~123~~722	$	94100,~~306~~422	$	243,845	$	194,728
Software license		21,~~234~~923		91,~~292~~528		4,157		10,820
Maintenance		30,~~592~~523		3235,~~144~~057		61,115		67,201
Services		~~125~~133,~~717~~047		~~121~~128,~~127~~899		258,764		250,026
Hardware		65,~~549~~579		56,~~918~~515		12,128		12,433
Total revenue		~~282~~297,~~215~~794		~~262~~272,~~787~~421		580,009		535,208
Costs and expenses:
Cost of cloud subscriptions, maintenance and services		~~126~~128,~~077~~907		~~114~~115,~~358~~921		254,984		230,279
Cost of software license		~~564~~556		~~209~~294		1,120		503
Research and development		3734,~~346~~765		3534,~~298~~871		72,111		70,169
Sales and marketing		2730,~~752~~699		2119,~~061~~979		58,451		41,040
General and administrative		2326,~~706~~741		2425,~~219~~976		50,447		50,195
Depreciation and amortization		1,~~833~~632		1,~~541~~584		3,465		3,125
Restructuring expense		-8,263		~~2,929~~8		8,263		2,937
Total costs and expenses		~~217~~231,~~278~~563		~~199~~198,~~615~~633		448,841		398,248
Operating income		6466,~~937~~231		6373,~~172~~788		131,168		136,960
Other income, net		~~4,337~~983		~~1,337~~715		5,320		2,052
Income before income taxes		6967,~~274~~214		6474,~~509~~503		136,488		139,012
Income tax provision		1916,~~979~~862		1117,~~927~~723		36,841		29,650
Net income	$	4950,~~295~~352	$	5256,~~582~~780	$	99,647	$	109,362
Basic earnings per share	$	0.8386	$	0.8694	$	1.68	$	1.80
Diluted earnings per share	$	0.8285	$	0.8593	$	1.67	$	1.78
Weighted average number of shares:
Basic		5958,~~688~~760		60,~~870~~612		59,221		60,741
Diluted		6058,~~038~~997		61,~~527~~074		59,515		61,300

See accompanying Notes to Condensed Consolidated Financial Statements.

Item 1. Financial Statements (continued)

MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

(in thousands)

	Three Months Ended March 31,
	Three Months Ended June 30,					Six Months Ended June 30,
	2026			2025		2026			2025
	(unaudited)			(unaudited)		(unaudited)			(unaudited)
Net income	$	4950,~~295~~352		$	5256,~~582~~780	$	99,647		$	109,362
Foreign currency translation adjustment, net of tax		(51,~~063~~033	)		13,~~332~~265		(6,096	)		4,597
Comprehensive income	$	4449,~~232~~319		$	5360,~~914~~045	$	93,551		$	113,959

See accompanying Notes to Condensed Consolidated Financial Statements.

Item 1. Financial Statements (continued)

MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(in thousands)

	Three Months Ended March 31,
	Six Months Ended June 30,
	2026			2025
	(unaudited)			(unaudited)
Operating activities:
Net income	$	4999,~~295~~647		$	52109,~~582~~362
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		13,~~833~~465			13,~~541~~125
Equity-based compensation		2655,~~524~~880			2853,~~826~~101
Gain on disposal of equipment		(~~156~~162	)		(9821	)
Deferred income taxes		3124,~~854~~706			2(4,~~133~~957	)
Unrealized foreign currency (gain) loss		(~~2,212~~652	)		~~781~~1,032
Changes in operating assets and liabilities:
Accounts receivable, net		(135,~~217~~424	)		(31,~~321~~197	)
Other assets		(910,~~651~~996	)		(117,~~959~~416	)
Accounts payable, accrued and other liabilities		(416,~~044~~646	)		(1816,~~807~~478	)
Income taxes		(15,~~790~~598	)		6(4,~~482~~505	)
Deferred revenue		197,~~609~~213			1714,~~100~~870
Net cash provided by operating activities		84174,~~045~~725			75149,~~260~~310
Investing activities:
Purchase of property and equipment		(45,~~103~~108	)		(~~891~~4,871	)
Net cash used in investing activities		(45,~~103~~108	)		(~~891~~4,871	)
Financing activities:
Repurchase of common stock		(~~179~~306,~~387~~476	)		(~~136~~186,~~447~~638	)
Net cash used in financing activities		(~~179~~306,~~387~~476	)		(~~136~~186,~~447~~638	)
Foreign currency impact on cash		(35,~~169~~778	)		16,~~721~~562
Net change in cash and cash equivalents		(~~102~~142,~~614~~637	)		(6035,~~357~~637	)
Cash and cash equivalents at beginning of period		328,747			266,230
Cash and cash equivalents at end of period	$	~~226~~186,~~133~~110		$	~~205~~230,~~873~~593

See accompanying Notes to Condensed Consolidated Financial Statements.

Item 1. Financial Statements (continued)

MANHATTAN ASSOCIATES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Shareholders’ Equity

(in thousands, except share data)

													Accumulated
							Additional							Other			Total
	Common Stock						Paid-In			Retained			Comprehensive				Shareholders'
	Shares			Amount			Capital			Earnings				Loss			Equity
For the Three Months Ended March 31, 2026
For the Three Months Ended June 30, 2026
Balance, December 31, 2025 (audited)		59,845,291		$	598		$	-		$	345,097			$	(30,930	)	$	314,765
Repurchase of common stock		(1,240,829	)		(12	)		(25,560	)		(153,815	)			-			(179,387	)
Restricted stock units issuance		560,030			5			(5	)		-				-			-
Excise tax on net stock repurchases		-			-			(959	)		-				-			(959	)
Equity-based compensation		-			-			26,524			-				-			26,524
Foreign currency translation adjustment		-			-			-			-				(5,063	)		(5,063	)
Net income		-			-			-			49,295				-			49,295
Balance, March 31, 2026 (unaudited)		59,164,492		$	591		$	-		$	240,577			$	(35,993	)	$	205,175
For the Three Months Ended March 31, 2025
Repurchase of common stock		(874,779	)		(9	)		(28,118	)		(96,979	)			-			(125,106	)
Balance, December 31, 2024 (audited)		60,921,191		$	609		$	-		$	329,439			$	(30,922	)	$	299,126
Restricted stock units issuance		10,357			1			(1	)		-				-			-
Repurchase of common stock		(718,309	)		(7	)		(28,497	)		(107,943	)			-			(136,447	)
Excise tax on net stock repurchases		-			-			(1,237	)		-				-			(1,237	)
Restricted stock units issuance		511,931			5			(5	)		-				-			-
Equity-based compensation		-			-			29,356			-				-			29,356
Excise tax on net stock repurchases		-			-			(324	)		-				-			(324	)
Foreign currency translation adjustment		-			-			-			-				(1,033	)		(1,033	)
Equity-based compensation		-			-			28,826			-				-			28,826
Net income		-			-			-			50,352				-			50,352
Foreign currency translation adjustment		-			-			-			-				1,332			1,332
Balance, June 30, 2026 (unaudited)		58,300,070		$	583		$	-		$	193,950			$	(37,026	)	$	157,507
Net income		-			-			-			52,582				-			52,582
For the Six Months Ended June 30, 2026
Balance, December 31, 2025 (audited)		59,845,291		$	598		$	-		$	345,097			$	(30,930	)	$	314,765
Repurchase of common stock		(2,115,608	)		(21	)		(53,678	)		(250,794	)			-			(304,493	)
Restricted stock units issuance		570,387			6			(6	)		-				-			-
Excise tax on net stock repurchases		-			-			(2,196	)		-				-			(2,196	)
Equity-based compensation		-			-			55,880			-				-			55,880
Foreign currency translation adjustment		-			-			-			-				(6,096	)		(6,096	)
Net income		-			-			-			99,647				-			99,647
Balance, June 30, 2026 (unaudited)		58,300,070		$	583		$	-		$	193,950			$	(37,026	)	$	157,507
For the Three Months Ended June 30, 2025
Balance, March 31, 2025 (unaudited)		60,714,813		$	607		$	-		$	274,078			$	(29,590	)	$	245,095
Repurchase of common stock		(265,519	)		(3	)		(23,810	)		(26,378	)			-			(50,191	)
Restricted stock units issuance		19,107			-			-			-				-			-
Excise tax on net stock repurchases		-			-			(465	)		-				-			(465	)
Equity-based compensation		-			-			24,275			-				-			24,275
Foreign currency translation adjustment		-			-			-			-				3,265			3,265
Net income		-			-			-			56,780				-			56,780
Balance, June 30, 2025 (unaudited)		60,468,401		$	604		$	-		$	304,480			$	(26,325	)	$	278,759
For the Six Months Ended June 30, 2025
Balance, December 31, 2024 (audited)		60,921,191		$	609		$	-		$	329,439			$	(30,922	)	$	299,126
Repurchase of common stock		(983,828	)		(10	)		(52,307	)		(134,321	)			-			(186,638	)
Restricted stock units issuance		531,038			5			(5	)		-				-			-
Excise tax on net stock repurchases		-			-			(789	)		-				-			(789	)
Equity-based compensation		-			-			53,101			-				-			53,101
Foreign currency translation adjustment		-			-			-			-				4,597			4,597
Net income		-			-			-			109,362				-			109,362
Balance, June 30, 2025 (unaudited)		60,468,401		$	604		$	-		$	304,480			$	(26,325	)	$	278,759

See accompanying Notes to Condensed Consolidated Financial Statements.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Basis of Presentation and Principles of Consolidation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Manhattan Associates, Inc. and its subsidiaries (the “Company,” “we,” “us,” “our,” or “Manhattan”) have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information, with the instructions to Form 10-Q and with Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required for complete financial statements. In the opinion of management, these condensed consolidated financial statements contain all normal recurring adjustments considered necessary for a fair presentation of our financial position at ~~March~~June 3130, 2026, the results of operations for the three and six months ended ~~March~~June 3130, 2026 and 2025, and cash flows for the ~~three~~six months ended ~~March~~June 3130, 2026 and 2025. The results for the three and six months ended ~~March~~June 3130, 2026 are not necessarily indicative of the results to be expected for the full year or any other interim period. These statements should be read in conjunction with our audited consolidated financial statements and management’s discussion and analysis included in our annual report on Form 10-K for the year ended December 31, 2025.

Principles of Consolidation

The accompanying condensed consolidated financial statements include our accounts and the accounts of our wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Recent Accounting Pronouncements

In November 2024, the FASB issued Accounting Standards Update No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses ("ASU 2024-03"), and in January 2025, the FASB issued Accounting Standards Update No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date ("ASU 2025-01"). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. We expect to adopt the updated accounting guidance in our Annual Report on Form 10-K for the year ended December 31, 2027, and for interim period reporting beginning in 2028, as required in ASU 2024-03 and further clarified by ASU 2025-01. The Company is currently evaluating the impact that the adoption of these standards will have on its ~~consolidated financial statements and~~ disclosures.

In September 2025, the FASB issued Accounting Standards Update No. 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. ASU 2025-06 amends certain aspects of the accounting for and disclosure for internal-use software costs, which removes references to software development project stages and considers different software development methods, including methods that entities may use to develop software in the future. ASU 2025-06 requires an entity to capitalize software costs when: (1) management has authorized and committed to funding the software project, and (2) it is probable that the project will be completed, and the software will be used to perform the function intended (referred to as the “probable-to-complete recognition threshold"). In evaluating the probable-to-complete recognition threshold, an entity is required to consider whether there is significant uncertainty associated with the development activities of the software. ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. The Company is currently evaluating the new guidance but does not expect material changes to results of operations, cash flows, or financial condition.

Revenue Recognition

We recognize revenue when we transfer control of the promised products or services to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those products or services. We derive our revenue from cloud subscriptions, software licenses, customer support services and software enhancements (“maintenance”) for software licenses, professional services, and sales of hardware. We exclude sales and usage-based taxes from revenue.

Nature of Products and Services

Cloud subscriptions include software as a service (“SaaS”) and hosting arrangements which provide customers with the right to use our software within a cloud environment that we provide and manage where the customer does not have the right to take possession of the software without significant penalty. SaaS and hosting revenues are recognized over the contract period as the service is provided.

Our services revenue consists of fees generated from implementation, training and application managed services, including reimbursements of out-of-pocket expenses in connection with our implementation services. Implementation services include system planning, design, configuration, testing, and other software implementation support, and are typically optional and distinct from our

software. Following implementation, customers may purchase application managed services to support and maintain our software. Fees for our services are separately priced and are generally billed on an hourly basis, and revenue is recognized over time as the services are performed. In certain situations, we render professional services under agreements based upon a fixed fee for portions of or all of the engagement. Revenue related to fixed-fee-based services contracts is recognized over time based on the proportion performed.

Our cloud contracts with customers can include the sales of SaaS and services. We allocate the transaction price to the distinct performance obligations based on relative stand-alone selling price (SSP). We estimate SSP based on the prices charged to customers, or by using information such as market conditions and other observable inputs. The selling price of our cloud subscriptions are highly variable. Thus, we estimate SSP for our cloud subscriptions using the residual approach, determined based on total transaction price less the SSP of other goods and services promised in the contract.

We provide maintenance services to customers who have previously purchased a perpetual license, including a comprehensive 24 hours per day, 365 days per year program that provides customers with software upgrades, when and if available, which include additional or improved functionality and technological advances incorporating emerging supply chain and industry initiatives. Maintenance contracts typically only have one performance obligation. Revenue related to maintenance is generally paid in advance and recognized over the term of the agreement, typically twelve months.

Our perpetual software licenses provide the customer with a right to use the software as it exists at the time of purchase. We recognize revenue for distinct software licenses once the license period has begun and we have made the software available to the customer. The selling prices of our software licenses are highly variable. Thus, we estimate SSP for software licenses using the residual approach, determined based on total transaction price less the SSP of other goods and services promised in the contract.

Our customers periodically purchase hardware products developed and manufactured by third parties from us for use with the software licenses purchased from us. These products include computer hardware, radio frequency terminal networks, radio frequency identification (RFID) chip readers, bar code printers and scanners, and other peripherals. As we do not physically control the hardware that we sell, we are acting as an agent in the transaction and recognize our hardware revenue net of related cost. We recognize hardware revenue when control is transferred to the customer upon shipment.

Contract Balances

Cloud subscriptions and maintenance for perpetual software licenses are typically billed annually in advance. Timing of invoicing to customers may differ from timing of revenue recognition. Payment terms for our software licenses vary. We have an established history of collecting under the terms of our software license contracts without providing refunds or concessions to our customers. Services are typically billed monthly as performed. In instances where the timing of revenue recognition differs from the timing of invoicing, we have determined that our contracts generally do not include a significant financing component. The primary purpose of our invoicing terms is to provide customers with predictable ways to purchase our software and services, not to provide or receive financing. Additionally, we are applying the practical expedient to exclude from consideration any contracts with payment terms of one year or less. We rarely offer terms extending beyond one year.

Deferred revenue mainly represents amounts collected prior to having completed performance of cloud subscriptions, maintenance, and professional services. In the three and six months ended ~~March~~June 3130, 2026, we recognized $~~139~~98.1 million and $237.2 million of revenue that was included in the deferred revenue balance as of December 31, 2025. In the three months ended June 30, 2026, we recognized $151.7 million of revenue that was included in the deferred revenue balance as of March 31, 2026.

Remaining Performance Obligations

As of ~~March~~June 3130, 2026, approximately $2.35 billion of revenue is expected to be recognized from remaining performance obligations. Over 9899% of our remaining performance obligations represent cloud native subscriptions with a non-cancelable term 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 for perpetual software licenses are typically one year in duration and are not included in the remaining performance obligations. We expect to recognize revenue on approximately 3839% of these remaining performance obligations over the next 24 months with the majority of the remaining balance recognized over the following 36 months. We have elected not to provide disclosures regarding remaining performance obligations for contracts with a term of 1 year or less.

Returns and Allowances

We have not experienced significant returns or warranty claims to date and, as a result, have not recorded a provision for the cost of returns and product warranty claims.

We record an allowance for credit losses utilizing a model of internal historical losses data. In estimating the allowance for credit losses, we considered our historical write-offs, the historical creditworthiness of the customer, and other factors. We also ~~analyzed expected credit losses given future risks in projected economic conditions and future risks of customer collection. Should~~

analyzed expected credit losses given future risks in projected economic conditions and future risks of customer collection. Should any of these factors change, the estimates made by us will also change accordingly, which could affect the level of our future allowances. Additions to the allowance for credit losses are recorded in general and administrative expense and were immaterial in all periods presented. Our credit loss reserve was $0.9 million as of ~~March~~June 3130, 2026 and December 31, 2025.

We also adjust accounts receivable with a corresponding adjustment in services revenue for the most likely amount of potential service revenue adjustments based on a detailed assessment of accounts receivable. The total amount recorded to services revenue was a $1.1 million reduction and $0.21 million reduction for the three months ended ~~March~~June 3130, 2026 and 2025, respectively, and $2.2 million and $0.3 million for the six months ended June 30, 2026 and 2025, respectively. As of ~~March~~June 3130, 2026 and December 31, 2025, we have reduced our accounts receivable balance by $23.83 million and $1.9 million, respectively, for these potential adjustments.

Deferred Commissions

We consider sales commissions to be incremental costs of obtaining a contract with a customer. We defer and recognize an asset for sales commissions related to performance obligations with an expected period of benefit of more than one year. We amortize these amounts over the expected benefit period, which we estimate by considering several factors, including the rate of technological change and duration of our customer contracts. Sales commission for renewal contracts are amortized over the related contractual renewal period. We apply the practical expedient to expense sales commissions when the amortization period would have been one year or less. Deferred commissions were $5356.64 million as of ~~March~~June 3130, 2026, of which $4142.46 million is included in other assets and $1213.28 million is included in prepaid expenses. Sales commission expense is included in Sales and Marketing expense in the accompanying Consolidated Statements of Income. Amortization of sales commissions was $3.56 million and $2.9 million for the three months ended ~~March~~June 3130, 2026 and 2025, respectively, and $7.1 million and $5.8 million for the six months ended June 30, 2026 and 2025. No impairment losses were recognized during the periods.

Fair Value Measurement

We measure our investments based on a fair value hierarchy disclosure framework that prioritizes and ranks the level of market price observability used in measuring assets and liabilities at fair value. Market price observability is affected by a number of factors, including the type of asset or liability and its characteristics. This hierarchy prioritizes the inputs into three broad levels as follows:

•

Level 1–Quoted prices in active markets for identical instruments.

•

Level 2–Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

•

Level 3–Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

~~Investments~~Our ~~with~~investments typically have maturities of 90 days or less from the date of purchase and are classified as cash equivalents;. ~~investments~~At ~~with~~June ~~maturities~~30, of2026, ~~greater~~our ~~than~~cash 90and ~~days~~cash ~~from~~equivalents ~~the~~were ~~date~~$130.0 ofmillion ~~purchase~~and ~~but~~$56.1 ~~less~~million, ~~than~~respectively. ~~one~~Cash ~~year~~equivalents ~~are~~consist ~~generally~~of ~~classified~~highly asliquid ~~short-term~~money ~~investments;~~market ~~and~~funds. ~~investments~~For ~~with~~money ~~maturities~~market offunds, ~~one~~we ~~year~~use orquoted ~~greater~~prices from ~~the~~active ~~date~~markets ofthat ~~purchase~~ are ~~generally~~ classified asat ~~long-term~~Level ~~investments.~~1, ~~Unrealized~~the ~~holding~~highest ~~gains~~level ~~and~~of ~~losses~~observable ~~are~~input ~~reflected as a net amount~~ in athe ~~separate~~disclosure ~~component~~hierarchy ~~of shareholders’ equity until realized~~framework. ~~For~~We ~~the~~had ~~purposes~~no ofinvestments ~~computing~~classified ~~realized~~at ~~gains~~Level ~~and~~2 ~~losses,~~or ~~cost~~Level is3 ~~determined~~at onJune a30, ~~specific identification basis~~2026.

At March 31, 2026, our cash and cash equivalents were $159.2 million and $67.0 million, respectively. Cash equivalents consist of highly liquid money market funds. For money market funds, we use quoted prices from active markets that are classified at Level 1, the highest level of observable input in the disclosure hierarchy framework. We had no investments classified at Level 2 or Level 3 at March 31, 2026.

Equity-Based Compensation

We granted ~~808~~29,~~170~~383 and ~~486~~8,~~350~~984 restricted stock units (RSUs) during the three months ended ~~March~~June 3130, 2026 and 2025, respectively, and granted 837,553 and 495,334 RSUs during the six months ended June 30, 2026 and 2025, respectively. Equity-based compensation expense related to RSUs was $2629.54 million and $2824.83 million during the three months ended ~~March~~June 3130, 2026 and 2025, respectively, and $55.9 million and $53.1 million during the six months ended June 30, 2026 and 2025, respectively.

We present below a summary of changes during the ~~three~~six months ended ~~March~~June 3130, 2026 in our unvested ~~units of~~ restricted stock units:

	Number of shares/units
Outstanding at December 31, 2025		1,396,941
Granted		~~808~~837,~~170~~553
Vested		(~~560~~570,~~030~~387	)
Forfeited		(6482,~~508~~761	)
Outstanding at March 31, 2026		1,580,573
Outstanding at June 30, 2026		1,581,346

Income Taxes

Our provision for income taxes varied from the tax computed at the U.S. federal statutory income tax rate for the periods presented primarily due to the Foreign Derived Intangible Income deduction, state taxes, employee compensation limitation, the tax effects of stock-based compensation, and the U.S. research and development tax credit. Our effective tax rate was 2825.81% and 1823.58% for the three months ended ~~March~~June 3130, 2026 and 2025, respectively, and 27.0% and 21.3% for the six months ended June 30, 2026 and 2025, respectively. The increase in the effective tax rate for the three and six months ended ~~March~~June 3130, 2026 is due to a decrease of stock-based compensation benefits.

We apply the provisions for income taxes related to, among other things, accounting for uncertain tax positions and disclosure requirements in accordance with Accounting Standards Classification (ASC) 740, Income Taxes. For the three months ended ~~March~~June 3130, 2026, there were no material changes to our uncertain tax positions.

We conduct business globally and, as a result, file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. In the normal course of business, Manhattan is subject to examination by taxing authorities throughout the world. We are no longer subject to U.S. federal, substantially all state and local income tax examinations and substantially all non-U.S. income tax examinations for years before 2015.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law. The OBBBA allowed an immediate deduction for domestic research and development expenditures, reinstates 100% bonus depreciation, and modifies international tax provisions. The acceleration of the deduction for domestic research and development expenditures reduces our cash taxes owed for 2025 and 2026.

Basic and Diluted Net Income Per Share

Basic net income per share is computed using net income divided by the weighted average number of shares of common stock outstanding (“Weighted Shares”) for the period presented.

Diluted net income per share is computed using net income divided by Weighted Shares and the treasury stock method effect of common equivalent shares ("CESs") outstanding for each period presented.

In the following table, we present a reconciliation of earnings per share and the shares used in the computation of earnings per share for the three and six months ended ~~March~~June 3130, 2026 and 2025 (in thousands, except per share data):

	Three Months Ended March 31,
	Three Months Ended June 30,						Six Months Ended June 30,
	2026			2025			2026			2025
	(in thousands, except per share data)						(in thousands, except per share data)
Net income	$	4950,~~295~~352		$	5256,~~582~~780		$	99,647		$	109,362
Earnings per share:
Basic	$	0.8386		$	0.8694		$	1.68		$	1.80
Effect of CESs		(0.01	)		(0.01	)		(0.01	)		(0.02	)
Diluted	$	0.8285		$	0.8593		$	1.67		$	1.78
Weighted average number of shares:
Basic		5958,~~688~~760			60,~~870~~612			59,221			60,741
Effect of CESs		~~350~~237			~~657~~462			294			559
Diluted		6058,~~038~~997			61,~~527~~074			59,515			61,300

The number of anti-dilutive CESs during the three and six months ended ~~March~~June 3130, 2026 and 2025 was immaterial.

Contingencies

From time to time, we are involved in litigation relating to claims arising out of the ordinary course of business, and occasionally legal proceedings not in the ordinary course.

Many of our software products and services are critical to our customers’ business operations. Failures could result in claims against us for substantial damages, regardless of our level of responsibility for those failures. We attempt to limit contractually our liability for damages arising from product or service failures or our negligent acts or omissions, but there can be no absolute assurance that those limitations will be enforceable.

Although litigation and other legal proceeding outcomes are difficult to predict, we do not believe we are a party to any legal proceeding the result of which is likely to have a material adverse impact on our business, financial position, results of operations, or cash flows. We expense legal costs associated with loss contingencies as we incur them. We record insurance recoveries when received.

Among other proceedings, we are currently party to the lawsuits described below.

Securities Litigation

On February 25, 2025, an alleged Company shareholder filed a putative class action lawsuit, Prime v. Manhattan Associates, Inc., et al., No. 1:25-cv-00992-TRJ (N.D. Ga.), in the United States District Court for the Northern District of Georgia against the Company and certain of our current and former officers (the “Prime Action”). The complaint in the Prime Action alleged violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10b-5 promulgated under that act, based on purported materially false and misleading statements and omissions allegedly made by the defendants (the Company and named current and former officers) between October 22, 2024, and January 28, 2025. The complaint in the Prime Action sought class certification, unspecified monetary damages, and costs and attorneys’ fees. On April 15, 2025, another alleged Company shareholder filed a putative class action lawsuit, City of Orlando Police Officers’ Pension Fund v. Manhattan Associates, Inc., et al., No. 1:25-cv-02089-TRJ (N.D. Ga.), in the United States District Court for the Northern District of Georgia against the Company and certain of our current and former officers (the “City of Orlando Action”). The complaint in the City of Orlando Action alleged violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 based on purported materially false and misleading statements and omissions allegedly made by the defendants between July 24, 2024, and February 7, 2025. The factual allegations underlying the claims in the City of Orlando Action were similar to the factual allegations made in the Prime Action. The complaint in the City of Orlando Action sought class certification, unspecified monetary damages, and costs and attorneys’ fees. On May 2, 2025, the Court consolidated the two actions (the “Consolidated Action”), and on May 23, 2025, the Court appointed the plaintiffs in the City of Orlando Action as the lead plaintiffs in the Consolidated Action. On July 22, 2025, the lead plaintiffs filed their Amended Complaint, in which the securities law violations alleged are the same as those alleged in the original actions and the proposed class period is the same as in the City of Orlando action. The defendants deny the material allegations in the Consolidated Action, which is still in the early stages and has not yet been certified as a class action, and intend to defend themselves vigorously. The defendants filed a motion to dismiss the Consolidated Action on September 22, 2025, and the parties presented oral arguments on the motion on April 9, 2026. The Company maintains insurance that may cover defendants’ liability arising out of this litigation up to the policy limits and subject to meeting certain deductibles and to other terms and conditions. We are unable to predict the ultimate timing or outcome of, or reasonably estimate the possible losses or a range of possible losses resulting from, these proceedings.

Derivative Litigation

On September 22, 2025, a purported Company shareholder, Patrick Ayers, filed a shareholder derivative lawsuit, Ayers v. Capel, et al., No. 1:25-cv-05416-TRJ, in the United States District Court for the Northern District of Georgia (the “Ayers Action”). The Ayers Action names certain of the Company’s current and former officers and directors as defendants. The allegations in the Ayers Action overlap substantially with the allegations in the above-referenced Consolidated Action. The Ayers Action assert claims for alleged violations of the federal securities laws, breach of fiduciary duty, waste, and unjust enrichment. On October 14, 2025, the Court entered an order staying the Ayers Action pending resolution of the motion to dismiss in the Consolidated Action. We are unable to predict the ultimate timing or outcome of, or reasonably estimate the possible losses or a range of possible losses resulting from, these proceedings.

Reportable Segments

We manage our business by geographic segment and have three geographic reportable segments: the Americas (North, Latin and South America); Europe, the Middle East, and Africa (EMEA); and Asia Pacific (APAC). All segments derive revenue from the sale and implementation of our supply chain commerce solutions. We primarily operate in the Americas operating segment because most of the Company's service offerings operate on the Manhattan platform and are deployed and sold in a nearly identical manner. The individual products sold by the segments are similar in nature and are all designed to help companies manage the effectiveness and efficiency of their supply chain commerce. We use the same accounting policies for each reportable segment. The chief operating decision maker (Chief Executive Officer) reviews the variances in each reportable segment’s operating income compared to prior periods and to budget on a monthly basis to evaluate performance and allocate resources (including employees, financial or capital).

The Americas segment charges royalty fees to the other segments based on cloud subscriptions and software licenses sold by those reportable segments. The royalties, which totaled approximately $7.4 million and $6.0 million for both the three months ended ~~March~~June 3130, 2026 and 2025, respectively, and $14.4 million and $12.9 million for the six months ended June 30, 2026 and 2025, respectively, are included in costs of revenue for each segment with a corresponding reduction in the Americas segment’s cost of revenue. The revenues represented below are from external customers only. The geography-based costs consist of costs for professional services personnel, direct sales and marketing expenses, infrastructure costs to support the employee and customer base, billing and financial systems, management and general and administrative support. There are certain corporate expenses included in ~~the Americas segment that we do not charge to the other segments. Such expenses include research and development, stock~~

the Americas segment that we do not charge to the other segments. Such expenses include research and development, stock compensation, certain marketing and general and administrative costs that support the global organization, and the amortization of acquired developed technology. Costs in the Americas’ segment include all research and development costs including the costs associated with our operations in India.

In accordance with segment reporting topic of the FASB Codification, we present below certain financial information by reportable segment for the three and six months ended ~~March~~June 3130, 2026 and 2025 (in thousands):

	Three Months Ended March 31,
	Three Months Ended June 30,
	2026								2025
	Americas		EMEA		APAC		Consolidated		Americas		EMEA		APAC		Consolidated
Revenue:
Cloud subscriptions	$	8997,~~565~~573	$	2224,~~964~~321	$	4,~~594~~828	$	~~117~~126,~~123~~722	$	7477,~~111~~281	$	1719,~~207~~675	$	23,~~988~~466	$	94100,~~306~~422
Software license		1,~~778~~219		~~229~~569		~~227~~135		21,~~234~~923		~~1,450~~908		~~7,536~~327		~~306~~293		91,~~292~~528
Maintenance		23,~~851~~790		4,~~571~~695		2,~~170~~038		30,~~592~~523		2527,~~915~~786		45,~~171~~071		2,~~058~~200		3235,~~144~~057
Services		9399,~~330~~067		25,~~388~~658		68,~~999~~322		~~125~~133,~~717~~047		8794,~~497~~167		2627,~~352~~186		7,~~278~~546		~~121~~128,~~127~~899
Hardware		65,~~026~~363		~~511~~135		1281		65,~~549~~579		56,~~642~~464		~~276~~42		-9		56,~~918~~515
Total revenue		~~214~~227,~~550~~012		5355,~~663~~378		1415,~~002~~404		~~282~~297,~~215~~794		~~194~~206,~~615~~606		5552,~~542~~301		1213,~~630~~514		~~262~~272,~~787~~421
Costs and Expenses:
Cost of revenue	$	9293,~~951~~939	$	2728,~~324~~804	$	6,~~366~~720		~~126~~129,~~641~~463		8283,~~802~~745		26,~~121~~222		56,~~644~~248		~~114~~116,~~567~~215
Operating expenses		8184,~~009~~739		65,~~454~~868		1,~~341~~598		8892,~~804~~205		73,~~713~~457		56,~~525~~074		1,~~340~~295		80,~~578~~826
Depreciation and amortization		1,~~585~~361		~~215~~238		33		1,~~833~~632		1,~~309~~345		~~193~~198		3941		1,~~541~~584
Restructuring expense		-5,637		-2,346		-280		-8,263		~~2,929~~8		-		-		~~2,929~~8
Total costs and expenses		~~175~~185,~~545~~676		3337,~~993~~256		78,~~740~~631		~~217~~231,~~278~~563		~~160~~158,~~753~~555		3132,~~839~~494		7,~~023~~584		~~199~~198,~~615~~633
Operating income	$	3941,~~005~~336	$	1918,~~670~~122	$	6,~~262~~773	$	6466,~~937~~231	$	3348,~~862~~051	$	2319,~~703~~807	$	5,~~607~~930	$	6373,~~172~~788
Interest income								~~951~~753								~~1,101~~852
Other income (loss), net								~~3,386~~230								~~236~~(137	)
Income before income taxes							$	6967,~~274~~214							$	6474,~~509~~503
	Six Months Ended June 30,
	2026								2025
	Americas		EMEA		APAC		Consolidated		Americas		EMEA		APAC		Consolidated
Revenue:
Cloud subscriptions	$	187,138	$	47,285	$	9,422	$	243,845	$	151,392	$	36,882	$	6,454	$	194,728
Software license		2,997		798		362		4,157		2,358		7,863		599		10,820
Maintenance		47,641		9,266		4,208		61,115		53,701		9,242		4,258		67,201
Services		192,397		51,046		15,321		258,764		181,664		53,538		14,824		250,026
Hardware		11,389		646		93		12,128		12,106		318		9		12,433
Total revenue		441,562		109,041		29,406		580,009		401,221		107,843		26,144		535,208
Costs and Expenses:
Cost of revenue		186,890		56,128		13,086		256,104		166,547		52,343		11,892		230,782
Operating expenses		165,748		12,322		2,939		181,009		147,170		11,599		2,635		161,404
Depreciation and amortization		2,946		453		66		3,465		2,654		391		80		3,125
Restructuring expense		5,637		2,346		280		8,263		2,937		-		-		2,937
Total costs and expenses		361,221		71,249		16,371		448,841		319,308		64,333		14,607		398,248
Operating income	$	80,341	$	37,792	$	13,035	$	131,168	$	81,913	$	43,510	$	11,537	$	136,960
Interest income								1,704								1,953
Other income (loss), net								3,616								99
Income before income taxes							$	136,488							$	139,012

In the following table, we present goodwill, long-lived assets, and total assets by reportable segment as of March 31, 2026 and December 31, 2025 (in thousands):

	As of March 31, 2026								As of December 31, 2025
	Americas		EMEA		APAC		Consolidated		Americas		EMEA		APAC		Consolidated
Goodwill, net	$	54,766	$	5,512	$	1,963	$	62,241	$	54,766	$	5,515	$	1,963	$	62,244
Long lived assets		103,999		12,328		2,391		118,718		104,217		11,320		2,369		117,906
Total assets		579,210		134,428		26,900		740,538		696,019		116,219		27,150		839,388

We derived revenue from sales to customers outside the United States of approximately $96.8 million and $91.5 million for the three months ended March 31, 2026 and 2025, respectively. Our remaining revenue was derived from domestic sales.

Cloud subscriptions revenue primarily relates to our Manhattan Active omnichannel, warehouse management solutions, and transportation management solutions for the three months ended March 31, 2026. The majority of our software license revenue (over 95%) relates to our warehouse management product group for the three months ended March 31, 2026.

In the following table, we present goodwill, long-lived assets, and total assets by reportable segment as of June 30, 2026 and December 31, 2025 (in thousands):


	As of June 30, 2026								As of December 31, 2025
	Americas		EMEA		APAC		Consolidated		Americas		EMEA		APAC		Consolidated
Goodwill, net	$	54,766	$	5,511	$	1,963	$	62,240	$	54,766	$	5,515	$	1,963	$	62,244
Long lived assets		103,866		12,058		2,562		118,486		104,217		11,320		2,369		117,906
Total assets		538,669		132,216		27,761		698,646		696,019		116,219		27,150		839,388

We derived revenue from sales to customers outside the United States of approximately $102.0 million and $91.5 million for the three months ended June 30, 2026 and 2025, respectively, and approximately $198.9 million and $183.0 million for the six months ended June 30, 2026 and 2025, respectively. Our remaining revenue was derived from domestic sales.

Cloud subscriptions revenue primarily relates to our Manhattan Active omnichannel, warehouse management solutions, and transportation management solutions for the six months ended June 30, 2026. The majority of our software license revenue (over 70% and over 80%) relates to our warehouse management product group for the three and six months ended June 30, 2026, respectively.

9. Restructuring Expense

On June 1, 2026, the Company reduced its global headcount by approximately 6%, leveraging increased operational efficiencies and allowing the Company to focus investments on key strategic priorities. The Company recorded restructuring expense of approximately $8.3 million pretax ($6.2 million after-tax or $0.10 per fully diluted share) in the six months ended June 30, 2026. The expense primarily consists of employee severance and outplacement services. The expense is classified in “Restructuring expense” in the Company’s Consolidated Statements of Income for the six months ended June 30, 2026.

The following table summarizes the activity in the restructuring accrual for the six months ended June 30, 2026 (in thousands):


	Americas			EMEA			APAC			Consolidated
	(in thousands)
Restructuring expense		5,637			2,346			280		$	8,263
Cash payments		(3,315	)		(689	)		(222	)		(4,226	)
Restructuring accrual balance at June 30, 2026	$	2,322		$	1,657		$	58		$	4,037

The balance at June 30, 2026 is included in “Accrued compensation and benefits” in the Company’s Condensed Consolidated Balance Sheets. The remaining balance is expected to be paid during the remainder of 2026.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with the condensed consolidated financial statements for the three and six months ended ~~March~~June 3130, 2026 and 2025, including the notes to those statements, included elsewhere in this quarterly report. We also recommend the following discussion be read in conjunction with management’s discussion and analysis and consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2025. Statements in the following discussion that are not statements of historical fact are “forward-looking statements.” Actual results may differ materially from the results predicted in such forward-looking statements, for a variety of factors. See “Forward-Looking Statements” below.

References in this filing to the “Company,” “Manhattan,” “Manhattan Associates,” “we,” “our,” and “us” refer to Manhattan Associates, Inc., our predecessors, and our wholly owned and consolidated subsidiaries.

Business Overview

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. 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. With AI-driven insights and zero downtime updates, we deliver innovation seamlessly into customer environments without the need for planned maintenance windows.

Our business model is singularly focused on the development and implementation of complex commerce enablement software solutions that are designed to optimize supply chains, and retail store operations including point-of-sale (POS) effectiveness and efficiency for our customers.

We have five principal sources of revenue:

•

cloud subscriptions, including software as a service (SaaS) and hosting of software;

•

licenses of our software;

•

customer support services and software enhancements (collectively, “maintenance”) related to software licenses;

•

professional services, including solutions planning and implementation, related consulting, customer training, and reimbursements from customers for out-of-pocket expenses (collectively, “services”); and

•

hardware sales.

In the three and six months ended ~~March~~June 3130, 2026, we generated $~~282~~297.28 million and $580.0 million in total revenue. The revenue mix for the three and six months ended ~~March~~June 3130, 2026 was: cloud subscriptions 4142%; software license 1%; maintenance 1110%; services 45%; and hardware 2%.

We have three geographic reportable segments: North, Latin, and South America (the “Americas”), Europe, the Middle East, and Africa (EMEA), and Asia-Pacific (APAC). Geographic revenue is based on the location of the sale. Our international revenue was approximately $96102.81 million and $198.9 million for the three and six months ended ~~March~~June 3130, 2026, which represents approximately 34% of our total revenue for both the three and six months ended ~~March~~June 3130, 2026. International revenue includes all revenue derived from sales to customers outside the United States. At ~~March~~June 3130, 2026, we employed approximately 4,~~390~~100 employees worldwide. We have offices in Australia, Chile, China, France, Germany, India, Italy, Japan, the Netherlands, Singapore, Spain, the United Kingdom, and the United States, as well as representatives in Mexico and reseller partnerships in Latin America, Eastern Europe, the Middle East, South Africa, and Asia.

Future Expectations

While we remain cautious about the global economy, including with respect to macroeconomic uncertainty and global instability resulting from the military conflict involving the United States, Israel, and Iran and the ongoing war between Russia and Ukraine, our results for the first ~~three~~six months of 2026 exceeded our expectations due to solid demand for our cloud solutions. Our solutions are mission critical, supporting complex global supply chains. We believe that favorable secular tailwinds, such as the digital transformation of businesses in manufacturing, wholesale, and retail, coupled with our commitment to investing in organic innovation to deliver leading cloud supply chain, inventory, and omnichannel commerce solutions is in synergistic alignment with current market demand. We believe this alignment is contributing to our strong financial results, higher demand, and strong win rates for our solutions for the period. We remain committed to investing in our business to drive customer success and expand our total addressable market, which we believe will position us well to achieve long-term sustainable growth and earnings.

Going forward, we are investing in our cloud business, including enterprise investments in innovation, and strategic operating expenses to support growth objectives.

For the remainder of 2026, our five strategic goals remain to:

•

Focus on customer success and drive sustainable long-term growth;

•

Invest in innovation to expand our products and total addressable market;

•

Expand our Manhattan Active suite of cloud solutions;

•

Develop and grow our cloud business and cloud subscription revenue; and

•

Expand our global sales and marketing teams.

Cloud Subscription

Under our Manhattan Active® Solutions cloud subscription offering, customers pay a periodic fee for the right to use our software within a cloud environment that we provide and manage over a specified period of time. ~~Adoption~~Demand offor our Manhattan Active® cloud solutions continues to ~~increase~~grow nicely, with cloud revenue up 2426% over the same quarter in the prior year. Cloud revenue represents about 98% of our total software revenue.

Customers on our legacy perpetual license program can convert their maintenance contracts to cloud subscription contracts.

Global Economic Trends and Industry Factors

Global macro-economic trends, technology spending, and supply chain management market growth are important barometers for our business. In the three and six months ended ~~March~~June 3130, 2026, approximately 66% of our total revenue was generated in the United States, 19% in EMEA, and the remaining balance in APAC, Canada, and Latin America. In addition, Gartner Inc. (“Gartner”), an information technology research and advisory company, estimates that approximately 80% of every supply chain software solutions dollar invested is spent in North America and Europe; consequently, the health of the U.S. and the European economies have a meaningful impact on our financial results.

We sell technology-based solutions with total pricing, including software and services, in many cases exceeding $1.0 million. Our software is often a part of our customers’ and prospects’ much larger capital commitment associated with facilities expansion and business improvement. We believe that, given the mission critical nature of our software, combined with a challenging global macro environment, our current sales cycles for large cloud subscriptions in our target markets could be extended. While demand for our solutions is solid, the current business climate within the United States and geographic regions in which we operate may affect customers’ and prospects’ decisions regarding timing of strategic capital expenditures.

While we are encouraged by our results, we remain cautious regarding the pace of global economic growth. We believe global geopolitical and economic volatility likely will continue to shape customers’ and prospects’ enterprise software buying decisions.

Key Performance Metrics

We regularly review metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections and make strategic decisions. We believe cloud subscriptions revenue growth and remaining performance obligation (RPO) growth are the leading indicators of our business performance, primarily derived from cloud subscription fees that customers pay for our Unified Omnichannel Commerce and Digital Supply Chain solutions.

Cloud Subscriptions Revenue Growth

Our cloud revenue growth provides insight into our ability to maintain and grow our cloud customer base. Total cloud revenue increased to $~~117~~243.18 million in the ~~three~~six months ended ~~March~~June 3130, 2026 from $94194.37 million for the same period in the prior year, representing a 2425% year-over-year increase. Cloud revenue growth is being driven by strong demand for our cloud offerings.

Remaining Performance Obligations

Transaction price allocated to RPO represents contracted revenue that has not yet been recognized, which includes deferred revenue and non-cancelable amounts that we expect to invoice and recognize as revenue in future periods. Over 9899% of our RPO represent cloud native subscriptions with a non-cancelable term greater than one year. Maintenance contracts typically are for one year and are not included in RPO. RPO provides insight into our contracted backlog of future business. As of ~~March~~June 3130, 2026, our RPO was approximately $2.35 billion, an increase of 2423% over ~~March~~June 3130, 2025 on strong demand.

Revenue

Cloud Subscriptions and Software License Revenue. In the three months ended ~~March~~June 3130, 2026, cloud subscriptions revenue totaled $~~117~~126.17 million or 4142% of total revenues. The Americas, EMEA, and APAC segments recognized $8997.56 million, $2324.03 million, and $4.68 million in cloud subscriptions revenue, respectively, in the three months ended ~~March~~June 3130, 2026. In the six months ended June 30, 2026, cloud subscriptions revenue totaled $243.8 million or 42% of total revenues. The Americas, EMEA, and APAC segments recognized $187.1 million, $47.3 million, and $9.4 million in cloud subscriptions revenue, respectively, in the six months ended June 30, 2026. Cloud subscriptions revenue is recognized over the term of the agreement, typically five years or more. Cloud subscription revenue growth is influenced by the strength of general economic and business conditions and the competitive position of our software products. These revenues generally have long sales cycles. During the three and six months ended June 30, 2026, approximately 25% and 40%, respectively, of the total value of new non-cancelable cloud subscriptions (excluding renewals) signed was with new customers, and 75% and 60%, respectively, was with existing customers. We define new customers as entities from which we either have never earned revenue or have not recognized revenue in the last five years.

15In the three months ended June 30, 2026, license revenue totaled $2.0 million, or 1% of total revenue. The Americas, EMEA, and APAC segments totaled $1.2 million, $0.6 million, and $0.2 million in license revenue, respectively, in the three months ended June 30, 2026. In the six months ended June 30, 2026, license revenue totaled $4.2 million, or 1% of total revenue. The Americas, EMEA, and APAC segments totaled $3.0 million, $0.8 million, and $0.4 million in license revenue, respectively, in the six months ended June 30, 2026.

~~have~~Our ~~long~~Unified ~~sales~~Omnichannel ~~cycles.~~Commerce ~~During~~and ~~the~~Digital ~~three~~Supply ~~months~~Chain ~~ended~~solutions ~~March~~are ~~31,~~focused ~~2026,~~on ~~approximately~~core ~~58%~~omnichannel ofoperation ~~the~~(e-commerce, ~~total~~retail ~~value~~store ofoperations ~~new~~and ~~non-cancelable~~POS), ~~cloud~~supply ~~subscriptions~~chain commerce operations (~~excluding~~Warehouse ~~renewals)~~Management, ~~signed~~Transportation ~~was~~Management, ~~with~~and ~~new~~Labor ~~customers~~Management), and ~~42%~~demand ~~was~~forecasting ~~with~~and ~~existing~~replenishment, ~~customers~~which are intensely competitive markets characterized by rapid technological change. We ~~define~~are ~~new~~a ~~customers~~market leader in the supply chain management and omnichannel software solutions market as ~~entities~~defined ~~from~~by ~~which~~industry weanalysts ~~either~~such ~~have~~as ~~never~~ARC ~~earned~~Advisory ~~revenue~~Group orand ~~have~~Gartner. ~~not~~Our ~~recognized~~goal ~~revenue~~is into ~~the~~extend ~~last~~our ~~five~~position ~~years~~as a leading global supply chain solutions provider by growing our cloud subscriptions revenues faster than our competitors through investment in innovation.

InMaintenance Revenue. Our maintenance revenue for the three months ended ~~March~~June 3130, 2026 totaled $30.5 million, ~~license~~or 10% of total revenue. ~~totaled~~The Americas, EMEA and APAC segments recognized $223.8 million, $4.7 million, and $2.0 million, orrespectively, in maintenance revenue in the three months ended June 30, 2026. In the six months ended June 30, 2026, maintenance revenue totaled $61.1 million, or 10% of total revenue. The Americas, EMEA, and APAC segments totaled $147.86 million, $09.23 million, and $04.2 million in ~~license~~maintenance revenue, respectively, in the ~~three~~six months ended ~~March~~June 3130, 2026. For maintenance, we offer a comprehensive 24 hours per day, 365 days per year program that provides our customers with software upgrades, when and if available, which include additional or improved functionality and technological advances incorporating emerging supply chain and industry initiatives.

Our Unified Omnichannel Commerce and Digital Supply Chain solutions are focused on core omnichannel operation (e-commerce, retail store operations and POS), supply chain commerce operations (Warehouse Management, Transportation Management and Labor Management), and demand forecasting and replenishment, which are intensely competitive markets characterized by rapid technological change. We are a market leader in the supply chain management and omnichannel software solutions market as defined by industry analysts such as ARC Advisory Group and Gartner. Our goal is to extend our position as a leading global supply chain solutions provider by growing our cloud subscriptions revenues faster than our competitors through investment in innovation.

Maintenance Revenue. Our maintenance revenue for the three months ended March 31, 2026 totaled $30.6 million, or 11% of total revenue. The Americas, EMEA and APAC segments recognized $23.8 million, $4.6 million, and $2.2 million, respectively, in maintenance revenue in the three months ended March 31, 2026. For maintenance, we offer a comprehensive 24 hours per day, 365 days per year program that provides our customers with software upgrades, when and if available, which include additional or improved functionality and technological advances incorporating emerging supply chain and industry initiatives.

Maintenance relates to our legacy perpetual license sales. We expect maintenance revenues to decline as we continue to develop our cloud offerings, and be offset by additional cloud revenue, including from customers converting their maintenance contracts to cloud subscriptions. The growth of maintenance revenues is influenced by: (1) new software license contracts; (2) annual renewal of support contracts; and (3) fluctuations in currency rates. Substantially all of our customers renew their annual support contracts or convert their maintenance contracts to cloud subscriptions. Maintenance revenue is generally paid in advance and recognized over the term of the agreement, typically twelve months. Maintenance renewal revenue is recognized over the renewal period once we have a contract upon payment from the customer.

Services Revenue. In the three months ended ~~March~~June 3130, 2026, our services revenue totaled $~~125~~133.71 million, or 45% of total revenue. The Americas, EMEA, and APAC segments recognized $9399.31 million, $25.47 million, and $78.03 million, respectively, in services revenue in the three months ended ~~March~~June 3130, 2026. In the six months ended June 30, 2026, services revenue totaled $258.8 million, or 45% of total revenue. The Americas, EMEA, and APAC segments totaled $192.4 million, $51.1 million, and $15.3 million in services revenue, respectively, in the six months ended June 30, 2026.

Our professional services organization provides our customers with expertise and assistance in planning and implementing our solutions. To ensure a successful product implementation, consultants assist customers with the initial implementation of a system or service, the conversion and transfer of the customer’s historical data to the new system or service, and ongoing training, education, and system/service upgrades. We believe our professional services enable customers to implement our software rapidly, ensure the customer’s success with our solutions, strengthen our customer relationships, and add to our industry-specific knowledge base for use in future implementations and product innovations.

Although our professional services are optional, the majority of our customers use at least some portion of these services for their planning, implementation, ongoing support, training, system upgrades or related needs. Professional services are typically rendered under time and materials-based contracts with services typically billed on an hourly basis. Professional services are sometimes rendered under fixed-fee based contracts with payments due on specific dates or milestones.

Services revenue growth is contingent upon cloud sales and customer upgrade cycles, which are influenced by the strength of general economic and business conditions and the competitive position of our software products. In addition, our professional services business has competitive exposure to offshore providers and other consulting companies.

Hardware Revenue. Our hardware revenue, which we recognize net of related costs, totaled $6.5.6 million in the three months ended ~~March~~June 3130, 2026 representing 2% of total revenue. For the six months ended June 30, 2026, hardware revenue totaled $12.1 million, or 2% of total revenue. As a convenience for our cloud and perpetual license customers, we resell a variety of hardware products developed and manufactured by third parties. These products include computer hardware, radio frequency terminal networks, RFID chip readers, bar code printers and scanners, and other peripherals. We resell all third-party hardware products and related maintenance pursuant to agreements with manufacturers or through distributor-authorized reseller agreements pursuant to which we are entitled to purchase hardware products and services at discount prices. We purchase hardware from our vendors only after receiving an order from a customer. As a result, we do not maintain hardware inventory.

Product Development

We continue to invest significantly in research and development (R&D) to provide leading Unified Omnichannel Commerce and Digital Supply Chain solutions to enable global retailers, manufacturers, wholesalers, distributors, and logistics providers to successfully manage accelerating and fluctuating demands as well as the increasing complexity and volatility of their local and global supply chains, retail store operations, and POS. Our R&D expenses were $34.8 million and $72.1 million for the three and six months ended June 30, 2026, respectively.

successfully manage accelerating and fluctuating demands as well as the increasing complexity and volatility of their local and global supply chains, retail store operations, and POS. Our R&D expenses were $37.3 million for the three months ended March 31, 2026.

We expect to continue to focus our R&D resources on the development and enhancement of our core supply chain planning, supply chain execution, order management and store software solutions. We offer what we believe to be the broadest solutions portfolio in the supply chain solutions marketplace, addressing all aspects of demand forecasting and replenishment, transportation management, distribution management, and omnichannel operations including order management, store inventory & fulfillment, call center, and POS.

We continue to invest in artificial intelligence (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 within 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.

We also plan to continue to enhance our existing solutions and to introduce new solutions to address evolving industry standards and market needs. We identify opportunities to further enhance our solutions and to develop and provide new solutions through our customer support organization, as well as through ongoing customer consulting engagements and implementations, interactions with our user groups, association with leading industry analysts and market research firms, and participation in industry standards and research committees. Our solutions address the needs of customers in various vertical markets, including retail, consumer goods, food and grocery, logistics service providers, industrial and wholesale, high technology and electronics, life sciences, and government.

Cash Flow and Financial Condition

For the three and six months ended ~~March~~June 3130, 2026, we generated cash flow from operating activities of $8490.07 million and $174.7 million. Our cash and cash equivalents at ~~March~~June 3130, 2026 totaled $~~226~~186.1 million, with no debt. We currently have no credit facilities. Our primary uses of cash have been for funding investments in R&D as well as sales and marketing in our Unified Omnichannel Commerce and Digital Supply Chain solutions to drive revenue and earnings growth. In addition, during the ~~three~~six months ended ~~March~~June 3130, 2026, we repurchased approximately $~~150~~275.0 million of Manhattan Associates’ outstanding common stock under the share repurchase program approved by our Board of Directors. In March 2026, our Board of Directors approved an increase to the Company’s share repurchase authority from $100 million to $500 million. As of the end of the quarter, approximately $~~350~~225.0 million remained under the existing March 2026 repurchase authority.

For the remainder of 2026, we expect our first priority for use of cash will continue to be investments in our Unified Omnichannel Commerce, Digital Supply Chain, and Manhattan Active® Agents solutions. We also expect to prioritize capital allocation in our global teams to fund growth and share repurchases. We do not anticipate any borrowing requirements in 2026 for general corporate purposes.

Results of Operations

In the following table, we present a summary of our consolidated results for the three and six months ended ~~March~~June 3130, 2026 and 2025.

		Three Months Ended March 31,
		Three Months Ended June 30,				Six Months Ended June 30,
		2026		2025		2026		2025
	~~(in thousands, except per share data)~~	(in thousands, except per share data)
Revenue		$	~~282~~297,~~215~~794	$	~~262~~272,~~787~~421	$	580,009	$	535,208
Costs and expenses			~~217~~231,~~278~~563		~~199~~198,~~615~~633		448,841		398,248
Operating income			6466,~~937~~231		6373,~~172~~788		131,168		136,960
Other income, net			~~4,337~~983		~~1,337~~715		5,320		2,052
Income before income taxes			6967,~~274~~214		6474,~~509~~503		136,488		139,012
Net income		$	4950,~~295~~352	$	5256,~~582~~780	$	99,647	$	109,362
Diluted earnings per share		$	0.8285	$	0.8593	$	1.67	$	1.78
Diluted weighted average number of shares			6058,~~038~~997		61,~~527~~074		59,515		61,300

17We have three geographic reportable segments: the Americas, EMEA, and APAC. Geographic revenue information is based on the location of sale. The revenues represented below are from external customers only. The geography-based expenses include costs of personnel, direct sales, marketing expenses, and general and administrative costs to support the business. There are certain corporate expenses included in the Americas segment that we do not charge to the other segments, including R&D, stock compensation, certain marketing and general and administrative costs that support the global organization, and the amortization of acquired developed technology. Included in the Americas costs are all R&D costs, including the costs associated with our operations in India. During the three and six months ended June 30, 2026 and 2025, we derived the majority of our revenues from sales to customers within our Americas segment. In the following table, we present a summary of revenue and operating income by segment:

We have three geographic reportable segments: the Americas, EMEA, and APAC. Geographic revenue information is based on the location of sale. The revenues represented below are from external customers only. The geography-based expenses include costs of personnel, direct sales, marketing expenses, and general and administrative costs to support the business. There are certain corporate expenses included in the Americas segment that we do not charge to the other segments, including R&D, stock compensation, certain marketing and general and administrative costs that support the global organization, and the amortization of acquired developed technology. Included in the Americas costs are all R&D costs, including the costs associated with our operations in India. During the three months ended March 31, 2026 and 2025, we derived the majority of our revenues from sales to customers within our Americas segment. In the following table, we present a summary of revenue and operating income by segment:

	Three Months Ended March 31,
	2026		2025		% Change vs.Prior Year
Revenue:	(in thousands)
Cloud subscriptions
Americas		89,565		74,111		21	%
EMEA		22,964		17,207		33	%
APAC		4,594		2,988		54	%
Total cloud subscriptions	$	117,123	$	94,306		24	%
Software license
Americas		1,778		1,450		23	%
EMEA		229		7,536		-97	%
APAC		227		306		-26	%
Total software license	$	2,234	$	9,292		-76	%
Maintenance
Americas		23,851		25,915		-8	%
EMEA		4,571		4,171		10	%
APAC		2,170		2,058		5	%
Total maintenance	$	30,592	$	32,144		-5	%
Services
Americas		93,330		87,497		7	%
EMEA		25,388		26,352		-4	%
APAC		6,999		7,278		-4	%
Total services	$	125,717	$	121,127		4	%
Hardware
Americas		6,026		5,642		7	%
EMEA		511		276		85	%
APAC		12		-	-
Total hardware	$	6,549	$	5,918		11	%
Total Revenue
Americas		214,550		194,615		10	%
EMEA		53,663		55,542		-3	%
APAC		14,002		12,630		11	%
Total revenue	$	282,215	$	262,787		7	%
Operating income:
Americas		39,005		33,862		15	%
EMEA		19,670		23,703		-17	%
APAC		6,262		5,607		12	%
Total operating income	$	64,937	$	63,172		3	%

Condensed Consolidated Financial Summary - First Quarter 2026

Consolidated total revenue: $282.2 million for the first quarter of 2026, compared to $262.8 million for the first quarter of 2025;

Cloud subscription revenue: $117.1 million for the first quarter of 2026, compared to $94.3 million for the first quarter of 2025;

Software license revenue: $2.2 million for the first quarter of 2026, compared to $9.3 million for the first quarter of 2025;

Services revenue: $125.7 million for the first quarter of 2026, compared to $121.1 million for the first quarter of 2025;

Operating income: $64.9 million for the first quarter of 2026, compared to $63.2 million for the first quarter of 2025;

Operating margins: 23.0% for the first quarter of 2026, compared to 24.0% for the first quarter of 2025;

Diluted earnings per share: $0.82 for the first quarter of 2026 compared to $0.85 for the first quarter of 2025;

Cash flow from operations: $84.0 million in the first quarter of 2026, compared to $75.3 million in the first quarter of 2025;

Days sales outstanding: 72 days at March 31, 2026, compared to 73 days at December 31, 2025;

Cash: $226.1 million at March 31, 2026, compared to $328.7 million at December 31, 2025; and

Share repurchases: In the three months ended March 31, 2026, we reduced our shares of common stock outstanding through the repurchase of approximately 1.0 million shares of our common stock, under the share repurchase program authorized by our Board of Directors for a total investment of $150.0 million. In March 2026, our Board of Directors approved an increase to the Company’s share repurchase authority from $100 million to $500 million. As of the end of the quarter, approximately $350.0 million remained under the existing March 2026 repurchase authority.

Below we discuss our consolidated results of operations for the first quarters of 2026 and 2025.

Revenue

	Three Months Ended March 31,
					% Change vs.			% of Total Revenue
	2026		2025		Prior Year			2026			2025
	(in thousands)
Cloud subscriptions	$	117,123	$	94,306		24	%		41	%		36	%
Software license		2,234		9,292		-76	%		1	%		4	%
Maintenance		30,592		32,144		-5	%		11	%		12	%
Services		125,717		121,127		4	%		45	%		46	%
Hardware		6,549		5,918		11	%		2	%		2	%
Total revenue	$	282,215	$	262,787		7	%		100	%		100	%

Cloud Subscriptions Revenue. In the first quarter of 2026, cloud subscriptions revenue increased $22.8 million compared to the same quarter in the prior year. Our customers have demonstrated a clear preference for cloud-based solutions, including existing customers that are migrating from on-premise to cloud-based offerings. Cloud subscriptions revenue for the Americas, EMEA and APAC segments increased $15.4 million, $5.8 million and $1.6 million in the first quarter of 2026, respectively.

Software License Revenue. Software license revenue decreased $7.1 million in the first quarter of 2026 compared to the same quarter in the prior year predominately driven by one large contract with an existing customer in the prior year period. The perpetual license sales percentage mix across our product suite in the first quarter ended March 31, 2026 was over 95% warehouse management solutions.

Maintenance Revenue. Maintenance revenue decreased $1.6 million in the first quarter of 2026 compared to the same quarter in the prior year. Maintenance revenue decreased by $2.1 million for the Americas segment, partially offset by a $0.4 million increase for the EMEA segment and a $0.1 million increase for the APAC segment. Maintenance relates to our perpetual software licenses. The decrease in maintenance revenue for the Americas segment is primarily driven by customer demand for cloud-based solutions over perpetual software licenses.

Services Revenue. Services revenue increased $4.6 million in the first quarter of 2026 compared to the same quarter in the prior year. Services revenue for the Americas segment increased $5.8 million, partially offset by $0.9 million and $0.3 million

decreases for the EMEA and APAC segments, respectively, compared to the same quarter in the prior year. The increase in services revenue for the Americas segment is primarily driven by demand for cloud based solutions. The percentage of professional services revenue that relates to cloud subscriptions in the first quarter of 2026 and 2025 was approximately 80% and 74%, respectively. The remainder of our professional services revenue relates to implementations, ongoing support, and upgrades of licensed software.


	Three Months Ended June 30,							Six Months Ended June 30,
	2026		2025		% Change vs. Prior Year			2026		2025		% Change vs. Prior Year
Revenue:	(in thousands)							(in thousands)
Cloud subscriptions
Americas		97,573		77,281		26	%		187,138		151,392		24	%
EMEA		24,321		19,675		24	%		47,285		36,882		28	%
APAC		4,828		3,466		39	%		9,422		6,454		46	%
Total cloud subscriptions	$	126,722	$	100,422		26	%	$	243,845	$	194,728		25	%

Software license
Americas		1,219		908		34	%		2,997		2,358		27	%
EMEA		569		327		74	%		798		7,863		-90	%
APAC		135		293		-54	%		362		599		-40	%
Total software license	$	1,923	$	1,528		26	%	$	4,157	$	10,820		-62	%

Maintenance
Americas		23,790		27,786		-14	%		47,641		53,701		-11	%
EMEA		4,695		5,071		-7	%		9,266		9,242		0	%
APAC		2,038		2,200		-7	%		4,208		4,258		-1	%
Total maintenance	$	30,523	$	35,057		-13	%	$	61,115	$	67,201		-9	%

Services
Americas		99,067		94,167		5	%		192,397		181,664		6	%
EMEA		25,658		27,186		-6	%		51,046		53,538		-5	%
APAC		8,322		7,546		10	%		15,321		14,824		3	%
Total services	$	133,047	$	128,899		3	%	$	258,764	$	250,026		3	%

Hardware
Americas		5,363		6,464		-17	%		11,389		12,106		-6	%
EMEA		135		42		221	%		646		318		103	%
APAC		81		9		800	%		93		9		933	%
Total hardware	$	5,579	$	6,515		-14	%	$	12,128	$	12,433		-2	%

Total Revenue
Americas		227,012		206,606		10	%		441,562		401,221		10	%
EMEA		55,378		52,301		6	%		109,041		107,843		1	%
APAC		15,404		13,514		14	%		29,406		26,144		12	%
Total revenue	$	297,794	$	272,421		9	%	$	580,009	$	535,208		8	%

Operating income:
Americas		41,336		48,051		-14	%		80,341		81,913		-2	%
EMEA		18,122		19,807		-9	%		37,792		43,510		-13	%
APAC		6,773		5,930		14	%		13,035		11,537		13	%
Total operating income	$	66,231	$	73,788		-10	%	$	131,168	$	136,960		-4	%

~~Hardware~~Condensed ~~Revenue. Hardware~~Consolidated ~~revenue,~~Financial ~~net~~Summary decreased $0.6 million in the first quarter of 2026 compared to the same quarter in the prior year. The majority of our hardware revenue is derived from our Americas segment. Sales of hardware are largely dependent upon customer-~~specific~~ ~~desires,~~Second ~~which~~Quarter ~~fluctuate.~~2026

•

Consolidated total revenue: $297.8 million for the second quarter of 2026, compared to $272.4 million for the second quarter of 2025;

•

Cloud subscription revenue: $126.7 million for the second quarter of 2026, compared to $100.4 million for the second quarter of 2025;

•

Services revenue: $133.0 million for the second quarter of 2026, compared to $128.9 million for the second quarter of 2025;

•

Operating income: $66.2 million for the second quarter of 2026, compared to $73.8 million for the second quarter of 2025;

•

Operating margins: 22.2% for the second quarter of 2026, compared to 27.1% for the second quarter of 2025;

•

Diluted earnings per share: $0.85 for the second quarter of 2026 compared to $0.93 for the second quarter of 2025;

•

Cash flow from operations: $90.7 million in the second quarter of 2026, compared to $74.0 million in the second quarter of 2025;

•

Days sales outstanding: 67 days at June 30, 2026, compared to 72 days at March 31, 2026;

•

Cash: $186.1 million at June 30, 2026, compared to $226.1 million at March 31, 2026; and

•

Share repurchases: In the three months ended June 30, 2026, we reduced our shares of common stock outstanding through the repurchase of approximately 0.9 million shares of our common stock, under the share repurchase program authorized by our Board of Directors for a total investment of $125.0 million. In March 2026, our Board of Directors approved an increase to the Company’s share repurchase authority from $100 million to $500 million. As of the end of the quarter, approximately $225.0 million remained under the existing March 2026 repurchase authority.

Below we discuss our consolidated results of operations for the second quarters of 2026 and 2025.

Revenue


	Three Months Ended June 30,
					% Change vs.			% of Total Revenue
	2026		2025		Prior Year			2026			2025
	(in thousands)

Cloud subscriptions	$	126,722	$	100,422		26	%		42	%		37	%
Software license		1,923		1,528		26	%		1	%		1	%
Maintenance		30,523		35,057		-13	%		10	%		13	%
Services		133,047		128,899		3	%		45	%		47	%
Hardware		5,579		6,515		-14	%		2	%		2	%
Total revenue	$	297,794	$	272,421		9	%		100	%		100	%

Cloud Subscriptions Revenue. In the second quarter of 2026, cloud subscriptions revenue increased $26.3 million compared to the same quarter in the prior year. Our customers have demonstrated a clear preference for cloud-based solutions, including existing customers that are migrating from on-premise to cloud-based offerings. Cloud subscriptions revenue for the Americas, EMEA and APAC segments increased $20.2 million, $4.7 million and $1.4 million in the second quarter of 2026, respectively.

Software License Revenue. Software license revenue increased $0.4 million in the second quarter of 2026 compared to the same quarter in the prior year. The perpetual license sales percentage mix across our product suite in the second quarter ended June 30, 2026 was over 70% warehouse management solutions.

Maintenance Revenue. Maintenance revenue decreased $4.5 million in the second quarter of 2026 compared to the same quarter in the prior year. Maintenance relates to our perpetual software licenses. The decrease in maintenance revenue for the Americas segment is primarily driven by customer demand for cloud-based solutions over perpetual software licenses. Maintenance revenue for the Americas, EMEA, and APAC segments decreased by $4.0 million, $0.4 million, and $0.1 million, respectively.

Services Revenue. Services revenue increased $4.1 million in the second quarter of 2026 compared to the same quarter in the prior year. Services revenue increased $4.9 million and $0.8 million for the Americas and APAC segments, respectively, partially offset by a decrease of $1.5 million for the EMEA segment compared to the same quarter in the prior year. The increase in services revenue for the Americas segment is primarily driven by demand for cloud-based solutions. The percentage of professional services revenue that relates to cloud subscriptions in the second quarter of 2026 and 2025 was approximately 81% and 76%, respectively. The remainder of our professional services revenue relates to implementations, ongoing support, and upgrades of licensed software.

Hardware Revenue. Hardware revenue, net decreased $0.9 million in the second quarter of 2026 compared to the same quarter in the prior year. The majority of our hardware revenue is derived from our Americas segment. Sales of hardware are largely dependent upon customer-specific desires, which fluctuate.

Cost of Revenue

	Three Months Ended March 31,
	Three Months Ended June 30,
	2026		2025		% Change vs.Prior Year
Cost of cloud subscriptions, maintenance and services	$	~~126~~128,~~077~~907	$	~~114~~115,~~358~~921		1011	%
Cost of software license	$	~~564~~556	$	~~209~~294		~~170~~89	%
Total cost of revenue	$	~~126~~129,~~641~~463	$	~~114~~116,~~567~~215		11	%

Cost of Cloud Subscriptions, Maintenance and Services. Costs of cloud subscriptions, maintenance and services consist primarily of salaries and other personnel-related expenses of employees dedicated to cloud subscriptions; maintenance services; and professional and technical services as well as hosting fees. The $1113.70 million increase in the quarter ended ~~March~~June 3130, 2026 compared to the same quarter in the prior year was due to a $54.97 million increase in ~~compensation and other personnel~~performance-~~related~~based ~~expenses~~compensation expense, a $14.6 million increase in ~~performance-based~~ compensation ~~expense~~and other personnel-related expenses, a $32.6 million increase in computer infrastructure cost, and a $01.41 million increase in travel costs.

Cost of Software License. Cost of software license consists of the costs associated with software reproduction; media, packaging and delivery; documentation, and other related costs; and royalties on third-party software sold with or as part of our products. Cost of software license increased $0.43 million in the ~~first~~second quarter of 2026 compared ~~with~~to the same quarter in the prior year.

Operating Expenses

	Three Months Ended March 31,
	Three Months Ended June 30,
	2026		2025		% Change vs.Prior Year
	(in thousands)
Research and development	$	3734,~~346~~765	$	3534,~~298~~871		60	%
Sales and marketing		2730,~~752~~699		2119,~~061~~979		3254	%
General and administrative		2326,~~706~~741		2425,~~219~~976		-23	%
Depreciation and amortization		1,~~833~~632		1,~~541~~584		193	%
Restructuring expense		-8,263		~~2,929~~8	N/A	~~-100~~	%
Operating expenses	$	90102,~~637~~100	$	8582,~~048~~418		724	%

Research and Development. Our principal R&D activities have focused on the expansion and integration of new products and releases, including cloud-based solutions, while expanding the product footprint of our software solution suites in Supply Chain, Demand Forecasting and Replenishment, Omnichannel, and POS. R&D expenses primarily consist of salaries and other personnel-related costs for personnel involved in our R&D activities. R&D expenses for the quarter ended ~~March~~June 3130, 2026 ~~increased~~remained byrelatively ~~$2.0~~flat ~~million~~ compared to the same quarter of 2025 ~~principally due to a $1~~.~~3 million increase in compensation and other personnel-related expenses and a $0.4 million increase in performance-based compensation expense.~~

Sales and Marketing. Sales and marketing expenses include salaries, commissions, travel and other personnel-related costs and the costs of our marketing and alliance programs and related activities. Sales and marketing expenses increased $610.7 million in the quarter ended ~~March~~June 3130, 2026 compared to the same quarter in the prior year as we have expanded our sales force and increased our marketing efforts to accelerate our revenue growth. The increase is primarily due to a $24.84 million increase in marketing and campaign program expenses, a $3.3 million increase in compensation and other personnel-related expenses, a $2.36 million increase in performance-based compensation expense, and a $10.23 million increase in ~~marketing~~travel ~~and campaign program expenses~~expense.

General and Administrative (G&A). G&A expenses consist primarily of salaries and other personnel-related costs of executive, financial, human resources, information technology, and administrative personnel, as well as facilities, legal, insurance, accounting, and other administrative expenses. G&A expenses ~~decreased~~increased $0.58 million in the current year quarter compared to the same quarter in the prior year primarily due to a $2.1 million increase in compensation and other personnel-related expenses, a $0.8 million ~~decrease~~increase in ~~stock~~in professional fees, a $0.7 million increase in performance-based compensation expense, partially offset by a $3.0 million decrease in benefits expense for an unusual health insurance claim in the prior year period.

20Depreciation and Amortization. Depreciation and amortization of intangibles and software expense for both the second quarter of 2026 and 2025 was $1.6 million.

~~signing~~Restructuring ~~bonus~~Expense. Restructuring ~~expense,~~expenses consist primarily of employee severance and aoutplacement $0services.8 ~~million~~On ~~decrease~~June in1, ~~recruiting fees~~2026, ~~all~~the ofCompany ~~which~~reduced ~~were~~its ~~related~~global toheadcount ~~the~~by ~~hiring~~approximately of6%, ~~our~~leveraging ~~chief~~increased ~~executive~~operational ~~officer~~efficiencies inand allowing the ~~prior~~Company ~~year~~to ~~period.~~focus ~~These~~investments ~~decreases~~on ~~are~~key ~~partially~~strategic ~~offset~~priorities. byThe Company recorded a restructuring expense of approximately $3.8.3 million ~~increase~~pretax in($6.2 ~~benefits~~million ~~expense~~after-tax ~~for~~or a$0.11 ~~prior~~per ~~period~~fully ~~insurance~~diluted ~~recovery~~share) onin anthe ~~unusual~~second ~~health~~quarter ~~insurance~~of ~~claim,~~2026. aThe ~~$1.6~~expense ~~million~~is ~~increase~~classified in ~~professional~~“Restructuring ~~fees,~~expense” ~~and~~in athe ~~$0.4~~Company’s ~~million~~Consolidated ~~increase~~Statements inof ~~internal-use software costs~~Income.

~~Depreciation and Amortization. Depreciation and amortization of intangibles and software expense for the first quarter of 2026 and 2025 was $1.8 million and $1.5 million, respectively.~~22

Operating Income

Operating income in the ~~first~~second quarter of 2026 was $6466.92 million compared to $6373.28 million in the same quarter in the prior year. Operating margin was 2322.02% for the ~~first~~second quarter of 2026 versus 2427.01% for the same quarter in the prior year. Operating income ~~increased~~and margin decreased primarily due to ~~increased~~the ~~cloud~~restructuring ~~subscriptions~~expense ~~revenue,~~as ~~and~~well ~~operating~~as ~~margin~~an ~~decreased~~increase ~~primarily~~in ~~due to increased~~ sales and marketing expenses.

Other Income and Income Taxes

Three Months Ended March 31,

Three Months Ended June 30,

2026

2025

% Change vs.Prior Year

(in thousands)

Other income, net

~~4,337~~983

~~1,337~~715

~~224~~37

Income tax provision

1916,~~979~~862

1117,~~927~~723

68-5

Other income, net. Other income, net primarily includes interest income, foreign currency gains and losses, and other non-operating expenses. Other income, net increased $3.0.3 million in the ~~first~~second quarter of 2026 compared to the same quarter in the prior year due to a $30.13 million increase in foreign currency gains. The increase of foreign currency gains is mainly due to gains or losses on intercompany transactions denominated in foreign currencies with subsidiaries due to the fluctuation of the U.S. dollar relative to other foreign currencies, primarily the Indian Rupee. We recorded net foreign currency gains of $30.2 million in the ~~first~~second quarter of 2026, and ~~gains~~losses of $0.1 million in the same quarter in the prior year.

Income tax provision. Our effective income tax rate was 2825.81% and 1823.58% for the quarters ended ~~March~~June 3130, 2026 and 2025, respectively. The increase in the effective tax rate for the three months ended ~~March~~June 3130, 2026 is due to a decrease of stock-based compensation benefits.

Condensed Consolidated Financial Summary – First Six Months of 2026

•

Consolidated revenue: $580.0 million for the six months ended June 30, 2026 compared to $535.2 million for the six months ended June 30, 2025.

•

Cloud subscription revenue: $243.8 million for the six months ended June 30, 2026 compared to $194.7 million for the six months ended June 30, 2025.

•

Services revenue: $258.8 million for the six months ended June 30, 2026, compared to $250.0 million for the six months ended June 30, 2025.

•

Operating income: $131.2 million for the six months ended June 30, 2026, compared to $137.0 million for the six months ended June 30, 2025.

•

Operating margins: 22.6% for the six months ended June 30, 2026, compared to 25.6% for the six months ended June 30, 2025.

•

Diluted earnings per share: $1.67 for the six months ended June 30, 2026 compared to $1.78 for the six months ended June 30, 2025.

•

Cash flow from operations: $174.7 million for the six months ended June 30, 2026, compared to $149.3 million for the six months ended June 30, 2025.

•

Cash: $186.1 million at June 30, 2026, compared to $328.7 million at December 31, 2025.

•

Share repurchases: During the six months ended June 30, 2026, we reduced our shares of common stock outstanding by approximately 3.2% primarily through the repurchase of approximately 1.9 million shares of our common stock, under the share repurchase program authorized by our Board of Directors, for a total investment of $275.0 million.

Below we discuss our consolidated results of operations for the six months ended June 30, 2026 and 2025.

Revenue


	Six Months Ended June 30,
					% Change vs.			% of Total Revenue
	2026		2025		Prior Year			2026			2025
	(in thousands)

Cloud subscriptions	$	243,845	$	194,728		25	%		42	%		36	%
Software license		4,157		10,820		-62	%		1	%		2	%
Maintenance		61,115		67,201		-9	%		10	%		13	%
Services		258,764		250,026		3	%		45	%		47	%
Hardware		12,128		12,433		-2	%		2	%		2	%
Total revenue	$	580,009	$	535,208		8	%		100	%		100	%

Cloud Subscription Revenue. Cloud subscriptions revenue increased $49.1 million in the six months ended June 30, 2026 compared to the same period in the prior year. Customers have demonstrated a clear preference for cloud-based solutions, including existing customers that are migrating from on-premise to cloud-based offerings. Cloud subscriptions revenue for the Americas, EMEA and APAC segments increased $35.7 million, $10.4 million and $3.0 million, respectively, in the six months ended June 30, 2026 compared to the same period in the prior year.

Software License Revenue. Software license revenue decreased $6.6 million in the six months ended June 30, 2026 compared to the same period in the prior year, predominantly driven by one large contract with an existing customer in the prior year period. The license sales percentage mix across our product suite in the six months ended June 30, 2026 was over 80% warehouse management solutions.

Maintenance Revenue. Maintenance revenue decreased $6.1 million in the six months ended June 30, 2026 compared to the same period in the prior year. Maintenance revenue for the Americas segment decreased by $6.1 million and the EMEA and APAC segments remained relatively flat in the six months ended June 30, 2026 compared to the same period in the prior year.

Services Revenue. Services revenue increased $8.7 million in the six months ended June 30, 2026 compared to the same period in the prior year. Services revenue increased $10.7 million and $0.5 million for the Americas and APAC segments, respectively, partially offset by a decrease of $2.5 million for the EMEA segment six months ended June 30, 2026 compared to the same period in the prior year. The increase in services revenue is primarily driven by primarily driven by demand for cloud-based solutions. The percentage of professional services revenue that relates to cloud subscriptions in the six months ended June 30, 2026 and 2025 was approximately 81% and 75%, respectively. The remainder of our professional services revenue relates to implementations, ongoing support, and upgrades of licensed software.

Hardware Revenue. Hardware revenue decreased $0.3 million in the six months ended June 30, 2026 compared to the same period in the prior year. The majority of our hardware revenue is derived from our Americas segment. Sales of hardware is largely dependent upon customer-specific desires, which fluctuate.

Cost of Revenue


	Six Months Ended June 30,
	2026		2025		% Change vs. Prior Year

Cost of cloud subscriptions, maintenance and services	$	254,984	$	230,279		11	%
Cost of software license		1,120		503		123	%
Total cost of revenue	$	256,104	$	230,782		11	%

Cost of Cloud Subscriptions, Maintenance and Services. Costs of cloud subscriptions, maintenance and services consist primarily of salaries and other personnel-related expenses of employees dedicated to cloud operations; maintenance services; and professional and technical services as well as hosting fees. The $24.7 million increase in the six months ended June 30, 2026 compared to the same period in the prior year was principally due to a $10.5 million increase in compensation and other personnel-related expenses, a $6.3 million increase in performance-based compensation expense, a $6.2 million increase in computer infrastructure cost, and a $1.4 million increase in travel expenses.

products. Cost of software license increased $0.6 million in the six months ended June 30, 2026 compared to the same period in the prior year.

Operating Expenses


	Six Months Ended June 30,
	2026		2025		% Change vs. Prior Year
	(in thousands)

Research and development	$	72,111	$	70,169		3	%
Sales and marketing		58,451		41,040		42	%
General and administrative		50,447		50,195		1	%
Depreciation and amortization		3,465		3,125		11	%
Restructuring expense		8,263		2,937		181	%
Operating expenses	$	192,737	$	167,466		15	%

Research and Development. R&D expenses increased $1.9 million for the six months ended June 30, 2026 compared to the same period in the prior year primarily due to a $1.6 million increase in performance-based compensation expense and a $0.3 million increase in travel expense.

Sales and Marketing. Sales and marketing expenses increased $17.4 million in the six months ended June 30, 2026 compared to the same period in the prior year as we have expanded our sales force and increased our marketing efforts to accelerate our revenue growth. The increase is primarily due to a $6.2 million increase in compensation and other personnel related expenses, a $5.6 million increase in marketing and campaign programs, a $4.9 million increase in performance-based compensation expense, and a $0.5 million increase in travel expense.

General and Administrative. General and administrative expenses increased $0.3 million in the six months ended June 30, 2026 compared to the same period in the prior year prior year primarily due to a $3.4 million increase in compensation and other personnel related expenses, $2.4 million increase in professional fees, a $0.8 million increase in benefits expense for a prior period insurance recovery on an unusual health insurance claim, a $0.7 million increase in performance-based compensation expense, and a $0.5 million increase in internal-use software costs. These increases are partially offset by a $4.1 million decrease in stock compensation expense, a $3.0 million decrease in signing bonus expense, and a $0.7 million decrease in recruiting fees, all of which were related to the hiring of our chief executive officer in the prior year period.

Depreciation and Amortization. Depreciation and amortization of intangibles and software expense for the six months ended June 30, 2026 and 2025 was $3.5 million and $3.1 million, respectively.

Restructuring Expense. Restructuring expense increased by $5.4 million in the six months ended June 30, 2026 compared to the same period in the prior year. On June 1, 2026, the Company reduced its global headcount by approximately 6%, leveraging increased operational efficiencies and allowing the Company to focus investments on key strategic priorities. The Company recorded a restructuring expense of approximately $8.3 million pretax ($6.2 million after-tax or $0.11 per fully diluted share) in the second quarter of 2026, which is partially offset by the $2.9 million expense in January 2025 for the elimination of approximately 100 positions to align the Company's services capacity with customer demand, which was impacted by short-term macro-economic uncertainty.

Operating Income

Operating income for the six months ended June 30, 2026 was $131.2 million compared to $137.0 million for the same period in the prior year. Operating margin was 22.6% the first six months of 2026 versus 25.6% for the same period in the prior year. Operating income and margin decreased primarily due to the restructuring expense as well as an increase in sales and marketing expenses.

Other Income and Income Taxes


	Six Months Ended June 30,
	2026		2025		% Change vs. Prior Year
	(in thousands)

Other income, net	$	5,320	$	2,052		159	%
Income tax provision		36,841		29,650		24	%

Other income, net. Other income, net increased $3.3 million in the six months ended June 30, 2026 compared to the same period in the prior year primarily due to a $3.4 million increase in foreign currency gains. The increase of foreign currency gains is mainly due to gains or losses on intercompany transactions denominated in foreign currencies with subsidiaries due to the fluctuation of the U.S. dollar relative to other foreign currencies, primarily the Indian Rupee. We recorded net foreign currency gains of $3.4 million and $0.1 million in the first six months of 2026 and 2025, respectively.

Income tax provision. Our effective income tax rate was 27.0% and 21.3% for the six months ended June 30, 2026 and 2025, respectively. The increase in the effective tax rate for the six months ended June 30, 2026 is due to a decrease of stock-based compensation benefits.

Liquidity and Capital Resources

During the first ~~three~~six months of 2026, we funded our business exclusively through cash generated from operations. Our cash and cash equivalents as of ~~March~~June 3130, 2026 included $~~115~~75.13 million held in the U.S. and $~~111~~110.08 million held by our foreign subsidiaries. We believe that our cash balances in the U.S. are sufficient to fund our U.S. operations. In the future, if we elect to repatriate the unremitted earnings of our foreign subsidiaries, we would not be subject to additional U.S. income taxes on such earnings, but we could be subject to additional local withholding taxes.

Cash flow from operating activities totaled $84174.07 million and $75149.3 million in the ~~three~~six months ended ~~March~~June 3130, 2026 and 2025, respectively. Typical factors affecting our cash provided by operating activities include our level of revenue and earnings for the period, the timing and amount of employee bonus and income tax payments, and the timing of cash collections from our customers which is our primary source of operating cash flow. Cash flow from operating activities for the ~~three~~six months ended ~~March~~June 3130, 2026 increased $825.74 million compared to the same period in the prior year, which is mainly due the timing of cash collections from our customers and lower bonus and income tax payments.

Cash flow used in investing activities totaled $45.1 million and $04.9 million in the ~~three~~six months ended ~~March~~June 3130, 2026 and 2025, respectively. Our investing activities for both the ~~three~~six months ended ~~March~~June 3130, 2026 and 2025 consisted of capital spending to support company growth.

Cash flow used in financing activities totaled $~~179~~306.45 million and $~~136~~186.46 million in the ~~three~~six months ended ~~March~~June 3130, 2026 and 2025, respectively. The use of cash for financing activities in both periods was to purchase our common stock, including shares withheld for taxes due upon vesting of restricted stock units of $29.45 million and $3637.40 million in the ~~three~~six months ended ~~March~~June 3130, 2026 and 2025, respectively.

Periodically, opportunities may arise to grow our business through the acquisition of complementary products, and technologies. Any material acquisition could result in a decrease to our working capital depending on the amount, timing, and nature of the consideration to be paid. We believe that our existing cash will be sufficient to meet our working capital and capital expenditure needs at least for the next twelve months, although there can be no assurance that this will be the case. For the remainder of 2026, we anticipate that our priorities for use of cash will be similar to prior years, with our first priority being continued investment in product development and profitably investing in our business to extend our market leadership. We will continue to weigh our share repurchase options against cash for acquisitions and investing in the business. We will also continue to evaluate acquisition opportunities that are complementary to our product footprint and technology direction. At this time, we do not anticipate any borrowing requirements for the remainder of 2026 for general corporate purposes.

consideration to be paid. We believe that our existing cash will be sufficient to meet our working capital and capital expenditure needs at least for the next twelve months, although there can be no assurance that this will be the case. For the remainder of 2026, we anticipate that our priorities for use of cash will be similar to prior years, with our first priority being continued investment in product development and profitably investing in our business to extend our market leadership. We will continue to weigh our share repurchase options against cash for acquisitions and investing in the business. We will also continue to evaluate acquisition opportunities that are complementary to our product footprint and technology direction. At this time, we do not anticipate any borrowing requirements for the remainder of 2026 for general corporate purposes.

Aggregate Contractual Obligations

Our principal commitments consist of multiple non-cancellable contracts for cloud infrastructure services and obligations under operating leases. As of ~~March~~June 3130, 2026, our cloud infrastructure obligations are approximately $~~188~~177.57 million over the next 54 years. We also enter into non-cancellable subscriptions in the ordinary course of business for internal software to support our operations. Our obligations, as of ~~March~~June 3130, 2026, are approximately $2835.24 million over the next 76 years. We expect to fulfill all these commitments from our working capital.

Critical Accounting Policies and Estimates

In the first ~~three~~six months of 2026, there were no significant changes to our critical accounting policies and estimates from those disclosed in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K for the year ended December 31, 2025.

Forward-Looking Statements

Certain statements contained in this filing are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including but not limited to statements related to expectations about global macroeconomic trends and industry developments, plans for future business development activities, anticipated costs of revenues, product mix and service revenues, research and development, selling, general and administrative activities, and liquidity and capital needs and resources. When used in this quarterly report, the words “may,” “expect,” “forecast,” “anticipate,” “intend,” “plan,” "design", “believe,” “could,” “seek,” “estimate,” “project,” and similar expressions are generally intended to identify forward-looking statements. Undue reliance should not be placed on these forward-looking statements, which reflect opinions only as of the date of this quarterly report. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Investors are cautioned that 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 such forward-looking statements.

revenues, research and development, selling, general and administrative activities, and liquidity and capital needs and resources. When used in this quarterly report, the words “may,” “expect,” “forecast,” “anticipate,” “intend,” “plan,” "design", “believe,” “could,” “seek,” “estimate,” “project,” and similar expressions are generally intended to identify forward-looking statements. Undue reliance should not be placed on these forward-looking statements, which reflect opinions only as of the date of this quarterly report. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Investors are cautioned that 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 such forward-looking statements.

Some of the factors that could cause actual results to differ materially from the results discussed in forward-looking statements include:

•

ongoing disruption and transformation in our vertical markets;

•

general economic, political and market conditions, including market volatility, interest and inflation rates, trends and fluctuations of each, and efforts to control them;

•

general geo-political developments, including the military conflict between the United States, Israel, and Iran, as well as the ongoing war between Russia and Ukraine, political instability, civil unrest, economic sanctions, and terrorist activities;

•

our ability to attract and retain highly skilled employees;

•

competition;

•

our dependence on a single line of business;

•

our dependence on generating revenue from cloud subscriptions and software licenses to drive business;

•

undetected errors or “bugs” in our software;

•

the risk of defects, delays or interruptions in our cloud subscription services;

•

possible compromises of our data protection and IT security measures;

•

risks associated with our use of generative and agentic artificial intelligence;

•

risks associated with large system implementations;

•

possible liability to customers if our products fail;

•

the difficulty of predicting operating results;

•

the possible effects on international commerce of new or increased tariffs, or a “trade war;”

•

the impact of changes in federal government priorities and spending, including on our or our customers’ federal government contracts;

•

adverse litigation results;

•

the requirement to maintain high quality professional service capabilities;

•

the risks of international operations, including foreign currency exchange risk;

•

the possibility that research and developments investments may not yield sufficient returns;

•

the long sales cycle associated with our products;

•

the need to continually improve our technology;

•

risks associated with managing growth;

•

reliance on third party and open source software;

•

the need for our products to interoperate with other systems;

•

the need to protect our intellectual property, and our exposure to intellectual property claims of others;

•

natural disasters, weather events, and disease outbreaks, pandemics, or other major public health crises; and

•

and other risks described under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, as these may be further updated from time to time in subsequent quarterly reports.

We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in future operating results.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

There were no material changes to the Quantitative and Qualitative Disclosures about Market Risk previously disclosed in our annual report on Form 10-K for the year ended December 31, 2025.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

No system of controls, no matter how well designed and operated, can provide absolute assurance that the objectives of the system of controls are met, and no evaluation of controls can provide absolute assurance that the system of controls has operated effectively in all cases. Our disclosure controls and procedures however are designed to provide reasonable assurance that the objectives of disclosure controls and procedures are met.

As of the end of the period covered by this report, our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures. Based on the evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective to provide reasonable assurance that the objectives of disclosure controls and procedures are met.

Changes in Internal Control over Financial Reporting

During the three months ended ~~March~~June 3130, 2026, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, including any corrective actions with regard to material weaknesses.

2328

PART II

OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we are involved in litigation relating to claims arising out of the ordinary course of business, and occasionally legal proceedings not in the ordinary course.

Many of our installations involve products that are critical to the operations of our clients’ businesses. Any failure in one of our products could result in a claim for substantial damages against us, regardless of our responsibility for such failure. Although we attempt to limit contractually our liability for damages arising from product failures or negligent acts or omissions, there can be no assurance that the limitations of liability set forth in our contracts will be enforceable in all instances.

Although litigation and other legal proceeding outcomes are inherently difficult to predict, we do not currently believe we are a party to any legal proceeding the result of which is likely to have a material adverse impact on our business, financial position, results of operations, or cash flows. ~~Descriptions~~A description of a lawsuit to which we are currently a party is included in Note 7 to the condensed consolidated financial statements in Part I, Item 1 of this quarterly report on Form 10-Q and are incorporated by reference.

Item 1A. Risk Factors.

In addition to the information set forth ~~below and the other information set forth~~ in this report, you should carefully consider the risk factors disclosed in Item 1A, “Risk Factors,” of our annual report on Form 10-K for the year ended December 31, 2025, as supplemented by the risk factors disclosed in 1A, “Risk Factors,” of our quarterly report on Form 10-Q for the quarter ended March 31, 2026.

The conflict involving the United States, Israel, and Iran and related geopolitical instability may adversely affect our business. A military conflict involving the United States, Israel, and Iran commenced in February 2026, which has led to disruptions in shipping through the Strait of Hormuz. The conflict and any further escalation, including additional military actions, retaliatory measures, sanctions, disruptions to trade or transportation routes, cyberattacks, or other governmental or market responses, has and could continue to lead to significant disruption of global energy supplies and increases in global energy prices, heighten inflationary pressures, adversely affect global supply chains, energy markets, commodity prices, currency exchange rates, financial markets and overall macroeconomic conditions. In addition, the conflict may adversely impact current or potential customer spending patterns in the markets in which we operate.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

The following table provides information regarding common stock purchases under our publicly announced repurchase program for the quarter ended ~~March~~June 3130, 2026.

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
January 1 - January 31, 2026		-	$	-		-	$	500,000,000
April 1 - April 30, 2026		116,268	$	139.47		116,268	$	333,801,419
February 1 - February 28, 2026		478,193		143.19		478,193		431,526,056
May 1 - May 31, 2026		399,054		140.87		399,054		277,586,216
March 1 - March 31, 2026		565,119		144.23		565,119		350,016,912
June 1 - June 30, 2026		358,707		146.55		358,707		225,017,084
Total		1874,~~043,312~~029				1874,~~043,312~~029

Item 3. Defaults Upon Senior Securities.

No events occurred during the quarter covered by this report that would require a response to this item.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Rule 10b5-1 Trading Plans

During the quarter ended ~~March~~June 3130, 2026, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading agreement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in item 408(a) of Regulation S-K.

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Item 6. Exhibits.

Exhibit 10.1	~~Retirement~~First ~~and~~Amendment ~~Advisory~~to ~~Agreement, dated as of February 24, 2026, by and between~~ Manhattan Associates, Inc. ~~and~~2020 ~~Dennis~~Equity B.Incentive ~~Story.~~Plan (incorporated by reference to ~~Exhibit~~Appendix ~~10.1~~A to the Company’'s ~~Current~~Definitive ~~Report~~Proxy onStatement ~~Form~~related ~~8-K~~to its 2026 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on ~~February~~April 262, 2026 (Commission File No. 00-23999)).
Exhibit 31.1	Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.2	Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32*	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 101.INS	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
Exhibit 101.SCH	Inline XBRL Taxonomy Extension Schema Document
Exhibit 101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
Exhibit 101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
Exhibit 101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
Exhibit 101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
Exhibit 104	The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~March~~June 3130, 2026, has been formatted in Inline XBRL.

* In accordance with Item 601(b)(32)(ii) of the SEC’s Regulation S-K, this Exhibit is hereby furnished to the SEC as an accompanying document and is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933.

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SIGNATURES

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

MANHATTAN ASSOCIATES, INC.

Date:	~~April~~July 2431, 2026	/s/ Eric A. Clark
		Eric A. Clark
		President and Chief Executive Officer
		(Principal Executive Officer)
Date:	~~April~~July 2431, 2026	/s/ Linda Pinne
		Linda Pinne
		Senior Vice President, Chief Financial Officer
		(Principal Financial Officer)

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