Manhattan Associates Reports Q3 Financial Results, Elects New Director, and Amends Bylaws

Executive Summary

On October 27, 2026, Manhattan Associates, Inc. (NASDAQ: MANH) submitted a Current Report on Form 8-K announcing several corporate developments:

1. Q3 2026 Financial Results (Item 2.02): The Company issued a press release disclosing operating results for the three and nine months ended September 30, 2026.
2. Board of Directors Appointment (Item 5.02): Juan Perez was elected to the Board of Directors as a Class III director, with his tenure scheduled to commence on January 28, 2027.
3. Bylaw Amendments & Forum Selection Provisions (Item 3.03 & Item 5.03): The Board approved amendments to the Amended Bylaws introducing Sections 9.6 through 9.9, including a 1% derivative standing ownership threshold and exclusive forum selection clauses.

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Detailed Filing Breakdown

1. Results of Operations and Financial Condition (Item 2.02)

• The Company reported financial results for the quarter and nine months ended September 30, 2026.
• Non-GAAP adjusted metrics exclude equity-based compensation, restructuring charges from workforce reductions, and expenses related to an unusual health insurance claim (net of insurance recoveries).

2. Election of Director (Item 5.02)

• Director: Juan Perez
• Classification: Class III Director
• Effective Date: January 28, 2027
• Committee Assignments: To be determined
• Compensation & Conflicts: Compensated under standard non-employee director policies; no Item 404(a) related-party transactions reported.

3. Bylaw Amendments & Shareholder Rights Modifications (Items 3.03 & 5.03)

Effective October 22, 2026, the Board adopted new Sections 9.6 through 9.9 in Article Nine of the Bylaws pursuant to recent Georgia Business Corporation Code (GBCC) amendments:

• Section 9.6 (Derivative Standing Ownership Threshold): Requires shareholders to hold at least 1% of outstanding common stock at the time of the alleged act/omission to initiate or maintain a derivative suit.
• Section 9.7 (Exclusive Forum for Internal Entity Claims): Designates the Georgia State-wide Business Court as the exclusive venue for internal affairs, derivative claims, breach of fiduciary duty actions, and books/records inspections.
• Section 9.8 (Exclusive Federal Forum for Securities Act Claims): Designates U.S. federal district courts as the exclusive forum for claims under the Securities Act of 1933.
• Section 9.9 (Severability): Standard severability protection if any provision is found unenforceable.