ManpowerGroup (NYSE: MAN) CEO shifts holdings via tax and gift moves

Rhea-AI Filing Summary

ManpowerGroup Inc. CEO Jonas Prising reported two dispositions of common stock tied to equity compensation and estate planning. On February 19, 2026, 16,729 shares were withheld by the company at $29.48 per share to cover tax obligations on recently vested performance share units.

On the same date, Prising made a bona fide gift of his remaining 18,766 directly held shares, reducing his direct holdings to zero. He continues to hold 528,330 shares indirectly through a revocable trust, reflecting ongoing beneficial ownership via that entity.

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).

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^*

PRISING JONAS

(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
X	Officer (give title below)		Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

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	02/19/2026		F(1)		16,729	D	$29.48(2)	18,766	D
Common Stock	02/19/2026		G		18,766	D	$0	0	D
Common Stock								528,330	I	By revocable trust

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

Explanation of Responses:

1. Shares withheld by the Issuer to satisfy the tax withholding obligations on shares acquired on February 19, 2026 in settlement of performance share units that vested on February 13, 2026.

2. Represents the closing price on the New York Stock Exchange on February 18, 2026

	/s/ Michelle Nettles (pursuant to Power of Attorney previously filed)	02/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider share transactions did ManpowerGroup (MAN) report for its CEO?

ManpowerGroup’s CEO reported tax-related and gifted share disposals. On February 19, 2026, 16,729 shares were withheld to cover taxes on vested performance units, and 18,766 remaining directly held shares were transferred as a bona fide gift, eliminating his direct holdings.

Did the ManpowerGroup (MAN) CEO sell shares on the open market in this Form 4?

No open-market share sales were reported for the CEO. The filing shows 16,729 shares withheld by the issuer to satisfy tax obligations and 18,766 shares transferred as a bona fide gift, with no transactions categorized as open-market buys or sells.

How many ManpowerGroup (MAN) shares were withheld for taxes from the CEO’s awards?

A total of 16,729 shares were withheld to cover taxes. These common shares were retained by ManpowerGroup on February 19, 2026 in connection with performance share units that vested on February 13, 2026, using a reference price of $29.48 per share.

What does the bona fide gift in the ManpowerGroup (MAN) Form 4 represent?

The CEO transferred 18,766 shares as a bona fide gift. This gift transaction, reported at a price of $0.00 per share, disposed of his remaining directly held common stock, bringing his direct ownership position to zero after the tax-withholding event.

Does the ManpowerGroup (MAN) CEO still own shares after these Form 4 transactions?

Yes, the CEO retains indirect ownership through a revocable trust. Following the tax withholding and the 18,766-share gift, his directly held shares fell to zero, while 528,330 shares remain reported as indirectly owned by a revocable trust associated with him.

What price per share was used for the ManpowerGroup (MAN) tax-withholding transaction?

The filing references a price of $29.48 per share. Footnote disclosure states this reflects the New York Stock Exchange closing price on February 18, 2026, applied to the 16,729 shares withheld to satisfy the CEO’s tax withholding obligations.