ManpowerGroup (MAN) director logs deferred stock settlement and 6,054-unit grant

Rhea-AI Filing Summary

ManpowerGroup Inc. reported director equity activity effective 01/01/2026. The director settled 2,357 shares of deferred stock into an equal number of common shares and disposed of 177 common shares at $29.73, typically a code used for tax withholding. After these transactions, the director continued to hold common stock directly.

The filing also details several deferred stock unit awards. These include smaller dividend‑equivalent grants of 79, 82, and 108 units, and an annual grant of 6,054 deferred stock units under the company’s 2011 Equity Incentive Plan. The units generally vest immediately or in quarterly installments during 2026 and are each redeemable into one share of ManpowerGroup common stock on future dates between January 1, 2027 and January 1, 2029, or following the director’s termination of service, as described in the plan terms.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Penicaud Muriel Francoise

(Last) (First) (Middle)

MANPOWERGROUP INC.

100 MANPOWER PLACE

(Street)

MILWAUKEE WI 53212

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ManpowerGroup Inc. [ MAN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/01/2026		M		2,357	A	(1)	2,444	D
Common Stock	01/01/2026		F		177	D	$29.73	2,267	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Deferred Stock Units	(2)	01/01/2026		A(3)		79		(2)	(2)	Common Stock	79	$41.48(4)	2,357	D
Deferred Stock Units	(5)	01/01/2026		A(3)		82		(5)	(5)	Common Stock	82	$41.48(4)	2,447	D
Deferred Stock Units	(6)	01/01/2026		A(3)		108		(6)	(6)	Common Stock	108	$41.48(4)	3,227	D
Deferred Stock Units	(7)	01/01/2026		A(8)		6,054		(7)	(7)	Common Stock	6,054	$29.73(9)	6,054	D
Deferred Stock Units	(2)	01/01/2026		M			2,357	(2)	(2)	Common Stock	2,357	(1)	0	D

Explanation of Responses:

1. Settlement of shares of deferred stock in shares of ManpowerGroup common stock on a 1 for 1 basis.

2. The shares of deferred stock are fully vested on the date of grant and were settled in shares of ManpowerGroup common stock on a 1 for 1 basis on January 1, 2026.

3. Receipt of deferred stock under the Plan and the Terms and Conditions in lieu of dividends.

4. Represents the Average Trading Price (as defined in the Terms and Conditions).

5. The shares of deferred stock are fully vested on the date of grant and will be settled in shares of ManpowerGroup common stock on a 1 for 1 basis on the earlier of January 1, 2027 or within 30 days after the reporting person's termination of service as a director, except as otherwise provided in the Terms and Conditions.

6. The shares of deferred stock are fully vested on the date of grant and will be settled in shares of ManpowerGroup common stock on a 1 for 1 basis on the earlier of January 1, 2028 or within 30 days after the reporting person's termination of service as a director, except as otherwise provided in the Terms and Conditions.

7. The shares of deferred stock vest in quarterly installments on the last day of each calendar quarter during 2026 and will be settled in shares of ManpowerGroup common stock on a 1 for 1 basis on the earlier of January 1, 2029 or within 30 days after the reporting person's termination of service as a director, except as otherwise provided in the Terms and Conditions (as defined below).

8. Annual grant of deferred stock under the 2011 Equity Incentive Plan of the Company (the "Plan") and the Terms and Conditions Regarding the Grant of Awards to Non-Employee Directors under the Plan (the "Terms and Conditions").

9. Represents the Market Price (as defined in the Plan) on the last trading day of 2025.

	/s/ Michelle Nettles (pursuant to Power of Attorney previously filed)	01/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider equity transactions were reported for ManpowerGroup (MAN)?

The filing shows a director settled 2,357 deferred stock units into the same number of ManpowerGroup common shares on 01/01/2026 and disposed of 177 common shares at $29.73, with the remaining common shares held directly.

How many ManpowerGroup (MAN) shares were sold in this Form 4 filing?

The director reported the disposition of 177 shares of ManpowerGroup common stock at a price of $29.73 per share, shown with transaction code F, which typically indicates a tax-related withholding transaction.

What deferred stock unit grants did the ManpowerGroup (MAN) director receive?

The director received deferred stock unit awards of 79, 82, and 108 units, as well as an annual grant of 6,054 deferred stock units on 01/01/2026. Each unit represents the right to receive one share of ManpowerGroup common stock, subject to the vesting and settlement terms described.

When will the ManpowerGroup (MAN) deferred stock units settle into common shares?

According to the disclosure, certain deferred stock units are scheduled to settle on a 1‑for‑1 basis into ManpowerGroup common stock on the earlier of January 1, 2027, January 1, 2028, or January 1, 2029, or within 30 days after the director’s termination of service, depending on the specific grant.

What plan governs the deferred stock grants reported by ManpowerGroup (MAN)?

The annual grant of 6,054 deferred stock units was made under ManpowerGroup’s 2011 Equity Incentive Plan and the related Terms and Conditions for awards to non‑employee directors, which also define concepts such as Average Trading Price and Market Price used in the filing.

Do the ManpowerGroup (MAN) deferred stock units for the director vest immediately?

Some deferred stock units are described as fully vested on the grant date, while another grant of 6,054 units vests in quarterly installments on the last day of each calendar quarter during 2026, all settling into common stock on specified future dates or after service ends.