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FORM 10-K Manhattan Associates, Inc. (Exact name of registrant as specified in its charter) Name of each exchange on which registered Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filerEmerging 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 anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes☐No☐ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant as of July 1, 2024 was$15,012,530,787, which was calculated based upon a closing sales price of $245.12 per share of the Common Stock as reported by the Nasdaq GlobalSelect Market on the same day. As of February 3, 2025, the Registrant had outstanding 61,124,051 shares of Common Stock. DOCUMENTS INCORPORATED BY REFERENCE The Registrant’s definitive Proxy Statement for the Annual Meeting of Shareholders to be held May 13, 2025 is incorporated by reference in Part III ofthis Form 10-K to the extent stated herein. MANHATTAN ASSOCIATES, INC.Annual Report on Form 10-KFor the Fiscal Year Ended December 31, 2024Table of Contents Item Number PART I BusinessRisk FactorsUnresolved Staff CommentsCybersecurityPropertiesLegal ProceedingsMine Safety Disclosures Item 1Item 1AItem 1BItem 1CItem 2Item 3Item 4 PART II Item 5Market for Registrant’s Common Equity, Related Shareholder Matters, and IssuerPurchases of Equity Securities26Item 6[Reserved]26Item 7Management’s Discussion and Analysis of Financial Condition and Results of Operations27Item 7AQuantitative and Qualitative Disclosures About Market Risk39Item 8Financial Statements and Supplementary Data41Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure66Item 9AControls and Procedures66Item 9BOther Information66Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections66 PART III Item 10Directors, Executive Officers and Corporate Governance67Item 11Executive Compensation67Item 12Security Ownership of Certain Beneficial Owners and Management and RelatedShareholder Matters67Item 13Certain Relationships and Related Transactions, and Director Independence67Item 14Principal Accountant Fees and Services67 PART IV Item 15ExhibitsItem 16Form 10-K SummaryExhibit IndexSignatures Forward-Looking Statements Certain statements contained in this filing are “forward-looking statements” within the meaning of the PrivateSecurities Litigation Reform Act of 1995, including but not limited to statements related to expectations aboutglobal 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 andadministrative activities, and liquidity and capital needs and resources. When used in this Annual Report, onForm 10-K (this “Form 10-K”) the words “may,” “expect,” “forecast,” “anticipate,” “intend,” “plan,” "design",“believe,” “could,” “seek,” “estimate,” “project,” and similar expressions are generally intended to identifyforward-looking statements. Undue reliance should not be placed on these forward-looking statements, whichreflect opinions only as of the date of this Form 10-K. Such forward-looking statements are subject to risks,uncertainties, and other factors that could cause actual results to differ materially from future results expressed orimplied by such forward-looking statements. Investors are cautioned that forward-looking statements are notguarantees of future performance and involve risks and uncertainties, and that actual results m