MANH 8-K
Manhattan Associates Inc (MANH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
CFO Succession
On February 26, 2026, Manhattan Associates, Inc. (the “Company”) announced that Mr. Dennis B. Story will retire as the Company’s Executive Vice President, Chief Financial Officer, and Treasurer, effective at the close of business on March 31, 2026 (the “Transition Date”). The Board of Directors elected Ms. Linda C. Pinne to succeed Mr. Story. Ms. Pinne will hold the position of Senior Vice President, Chief Financial Officer, Chief Accounting Officer, and Treasurer, effective as of the Transition Date.
Mr. Story has served as the Company’s Chief Financial Officer since March 2006. Following his transition from the Chief Financial Officer role, Mr. Story will remain employed with the Company as Advisor to the Chief Executive Officer through December 31, 2026 (the “Retirement Date”), assisting with the transition of his responsibilities.
Ms. Pinne has served as the Company’s Senior Vice President, Global Corporate Controller, and Chief Accounting Officer since January 2016, and has been a finance leader with the Company for more than 20 years. Ms. Pinne’s existing, previously reported, at-will executive employment agreement (the “Executive Agreement”) and director and officer indemnification agreement will continue to govern the terms of her employment. The Board or its Compensation Committee will determine any future change in her compensation in connection with her promotion.
Retirement and Advisory Agreement
In connection with Mr. Story’s transition and retirement, the Company entered into a Retirement and Advisory Agreement with Mr. Story (the “Retirement Agreement”).
The Retirement Agreement provides that the Company will continue to pay Mr. Story his current annual base salary of $512,000, less legally required deductions, while he remains employed as Advisor through the Retirement Date. Mr. Story will be eligible to receive his first quarter 2026 performance cash bonus payment, with a target of 77% of his first quarter 2026 salary, but he will not be eligible for any further cash bonuses after that.
Mr. Story’s unvested restricted stock units (“RSUs”) will continue to vest during his service under the Retirement Agreement, and all then-unvested RSUs will vest on the Retirement Date (provided that any performance-based RSUs whose correlative common share amounts have not been calculated as of the Retirement Date are expected to vest in the first quarter of 2027 after their determination by the Compensation Committee, and will not be forfeited despite Mr. Story’s departure on the Retirement Date). As of February 26, 2026, Mr. Story had 49,989 unvested RSUs (excluding performance-based RSUs whose correlative share amounts have not yet been determined, but whose target number of units to be earned at 100% performance is 13,668).
Either party may terminate Mr. Story’s employment before the Retirement Date at any time by written notice (at least 30 days’ notice if Mr. Story terminates his employment early). If the Company terminates Mr. Story’s employment for “cause” (as defined in his Executive Agreement), Mr. Story’s employment terminates as a result of his death or disability, or if Mr. Story terminates his employment without the Company’s consent, the Company’s obligations under the Retirement Agreement will cease as of the termination date, and Mr. Story or his estate will generally be entitled to receive the compensation (including earned first quarter cash bonus) and benefits he earned through that date. In the case of Mr. Story’s death or disability, however, he would still be entitled to the vesting of his then-unvested RSUs—immediately upon death or in accordance with their original vesting schedule in the case of disability. If the Company terminates Mr. Story’s employment other than for cause, disability, or death, he will generally be entitled to receive the compensation and benefits he would have received if he served under the Retirement Agreement to the Retirement Date (including accelerated vesting of RSUs on the termination date).
The Retirement Agreement supersedes his Executive Agreement, except that certain definitions, intellectual property and confidentiality provisions, restrictive covenants, and other terms from such agreement are incorporated by reference into the Retirement Agreement.
The Retirement Agreement contains other customary terms, including a release of claims by Mr. Story in favor of the Company and its affiliates and non-disparagement provisions. If Mr. Story elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company will pay insurance premiums for twelve months following the Retirement Date (or earlier termination date, if applicable), or until he earlier obtains other coverage.
The foregoing summaries of the Retirement Agreement and certain provisions of the Company’s form of Executive Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Retirement Agreement and at-will executive employment agreement, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, respectively, and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On February 26, 2026, the Company issued a press release announcing Mr. Story’s retirement and Ms. Pinne’s succession as Chief Financial Officer of the Company. The press release is furnished with this Form 8-K as Exhibit 99.1. Pursuant to General Instruction B.2 of Form 8-K, this exhibit is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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10.1 |
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10.2 |
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99.1 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Manhattan Associates, Inc. |
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Date: |
February 26, 2026 |
By: |
/s/ Bruce S. Richards |
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Senior Vice President, Chief Legal Officer and Secretary |
RETIREMENT AND ADVISORY AGREEMENT
This Retirement and Advisory Agreement (this “Agreement”) is made as of the Effective Date by and between Manhattan Associates, Inc., a Georgia corporation (“Manhattan”), and Dennis B. Story, an individual (“Story”) (each of Story and Manhattan referred to as a “Party” and together as the “Parties”), with reference to the following facts:
NOW, THEREFORE, the parties agree as follows:
1 Those performance-based RSUs granted in January 2026 will vest as soon as practicable following the date the Company has determined the percentage of those RSUs earned.
For the purpose of implementing a full and complete release and discharge, Story expressly acknowledges that this Agreement is intended to include in its effect, without limitation, all claims that he
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does not know or suspect to exist in his favor at the time of signing this Agreement, and that this Agreement contemplates the extinguishment of any such claim or claims. This Agreement does not apply to claims for vested workers’ compensation benefits, vested unemployment compensation benefits, vested pension or retirement benefits, or non-forfeitable health care, disability, or other similar welfare benefits or claims challenging the knowing and voluntary nature of this Agreement. In addition, this Agreement does not waive rights or claims that may arise after the date Story signs the Agreement.
By signing this Agreement and accepting consideration from Manhattan, Story acknowledges that he will not after the date he signs this Agreement be entitled to any individual recovery or relief as a result of an action filed against the Releasees in any federal, state, or local court or before any federal, state, or local agency, including, for example, the EEOC or the Department of Labor (“DOL”).
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THE PARTIES ACKNOWLEDGE THAT THEY HAVE HAD ACCESS TO INDEPENDENT LEGAL COUNSEL OF THEIR OWN CHOOSING IN CONNECTION WITH ENTERING INTO THIS AGREEMENT, AND BY THIS AGREEMENT THE PARTIES ACKNOWLEDGE THAT THEY FULLY UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND AGREE TO BE FULLY BOUND BY AND SUBJECT TO THOSE TERMS AND CONDITIONS. STORY ALSO EXPRESSLY REPRESENTS THAT HE IS EXECUTING THIS AGREEMENT VOLUNTARILY AND OF HIS OWN FREE WILL.
Story represents and agrees that he carefully has read this Agreement, fully understands its contents, and willingly, voluntarily, and knowingly accepts and agrees to the terms and conditions of this Agreement. Story acknowledges and represents that Story received a copy of this Agreement on February 18, 2026.
STORY MANHATTAN
By: /s/ Dennis B. Story By: /s/ Eric Clark
Title: President & CEO
Date: February 24, 2026 Date: February 24, 2026
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RETIREMENT AND ADVISORY AGREEMENT
EXHIBIT “A”
Resignation Form
TO: Eric A. Clark, President and CEO, Manhattan Associates, Inc.
FROM: Dennis B. Story, Executive Vice President, Chief Financial Officer, and Treasurer
I hereby tender to Manhattan Associates, Inc., my resignation as Executive Vice President, Chief Financial Officer, and Treasurer of the company and from all officer and director positions of Manhattan subsidiaries, effective at the close of business on March 31, 2026.
___________________________ Date: February __, 2026
Dennis B. Story
RETIREMENT AND ADVISORY AGREEMENT
EXHIBIT “B”
Remaining RSUs
Exhibit B to Retirement and Agreement Final - Story
Exhibit B to Retirement and Agreement Final - Story
Exhibit 99.1
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Michael Bauer |
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Devika Goel |
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Senior Director, Investor Relations |
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Senior Manager, Public Relations |
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Manhattan Associates, Inc. |
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Manhattan Associates, Inc. |
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678-597-7538 |
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678-597-6754 |
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Manhattan Associates Announces Planned Transition for Chief Financial Officer
Dennis Story to retire as CFO; Succeeded by Linda Pinne
ATLANTA – February 26, 2026 – Today, Manhattan Associates Inc. (NASDAQ: MANH) announced that Dennis Story, the company’s Executive Vice President & Chief Financial Officer, will retire from his position effective March 31, 2026. Linda Pinne will succeed Mr. Story and will serve as Senior Vice President and Chief Financial Officer, Chief Accounting Officer, and Treasurer. Mr. Story will continue as an advisor to the CEO until the end of 2026, as he begins a gradual transition to his retirement after 20 years with the company.
Dennis has served as Manhattan’s CFO since March 2006. During his tenure, Manhattan increased its revenue by approximately 275%, operating cash flow by approximately 785%, and its market capitalization by more than 50 times.
“I’d like to thank Dennis for his many contributions and steady leadership, and for playing an instrumental role in transforming Manhattan into the AI native platform company it is today. He’s helped shape and execute our growth strategy and mentored a strong finance team across the globe,” said Eric Clark, Manhattan’s President and CEO. “We’re grateful Dennis will remain with Manhattan to support a seamless transition and for his continued commitment to Manhattan’s long-term success.”
“Looking ahead, I’m delighted to welcome Linda Pinne into her new role. She has a deep understanding of Manhattan’s business, customers, and overall strategy, and is well prepared to step into this expanded role. I’m confident she will help grow our leadership position in the supply chain commerce universe,” continued Mr. Clark.
Linda Pinne has been a finance leader with Manhattan for more than 20 years and has served as Senior Vice President, Global Corporate Controller, and Chief Accounting Officer since January 2016. Over the years she has been a key leader in strengthening Manhattan’s financial processes and controls, supporting the company’s growth, and partnering closely with teams across the company.
In conjunction with this release, Manhattan reaffirms its 2026 financial guidance provided on January 27, 2026, and announces its participation in the following investor conferences:
Exhibit 99.1
The above presentations will be webcast. Links to the live webcast will be available on Manhattan’s investor relations website at ir.manh.com.
ABOUT MANHATTAN ASSOCIATES
Manhattan Associates is a global technology leader, providing supply chain and omnichannel commerce solutions with unmatched AI capabilities. We design, build and offer best-in-class, AI-powered, cloud-based solutions that drive resilience and efficiency for businesses. We enable enterprises to uniquely unify front-end sales with back-end supply chain execution.
Our commitment to innovation, cloud-native platform and API-first architecture create simpler experiences and faster paths to value for our customers. We empower them to preempt and react to emerging trends and global disruptions with technical expertise and operational confidence, transforming challenges into competitive advantage. For more information, please visit www.manh.com.