ManpowerGroup (MAN) director granted deferred stock units and retainer stock

Rhea-AI Filing Summary

ManpowerGroup Inc. reported that one of its directors received multiple awards of deferred stock units effective 01/01/2026. These derivative awards track the value of ManpowerGroup common stock and will ultimately be settled on a one-for-one basis in shares.

Several deferred stock grants are fully vested on the grant date and will be settled in common shares on the earlier of January 1, 2028, January 1, 2029, January 1, 2030, or January 1, 2032, or within 30 days after the director’s termination of service, as detailed in the plan terms. Some units were received in lieu of dividends under the company’s equity plan, one grant represents receipt of deferred stock in lieu of 100% of the 2025 director retainer, and another is the annual deferred stock grant for 2026.

The filing notes reference prices of $41.48, described as the Average Trading Price under the terms and conditions, and $29.73, described as the Market Price on the last trading day of 2025, in connection with these deferred stock unit awards.

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^*

Gipson William P

(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

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	(1)	01/01/2026		A(2)		4		(1)	(1)	Common Stock	4	$41.48(3)	114	D
Deferred Stock Units	(1)	01/01/2026		A(2)		77		(1)	(1)	Common Stock	77	$41.48(3)	2,303	D
Deferred Stock Units	(1)	01/01/2026		A(2)		70		(1)	(1)	Common Stock	70	$41.48(3)	2,083	D
Deferred Stock Units	(4)	01/01/2026		A(2)		79		(4)	(4)	Common Stock	79	$41.48(3)	2,357	D
Deferred Stock Units	(4)	01/01/2026		A(2)		82		(4)	(4)	Common Stock	82	$41.48(3)	2,447	D
Deferred Stock Units	(5)	01/01/2026		A(2)		108		(5)	(5)	Common Stock	108	$41.48(3)	3,227	D
Deferred Stock Units	(1)	01/01/2026		A(2)		42		(1)	(1)	Common Stock	42	$41.48(3)	1,257	D
Deferred Stock Units	(4)	01/01/2026		A(2)		54		(4)	(4)	Common Stock	54	$41.48(3)	1,619	D
Deferred Stock Units	(4)	01/01/2026		A(2)		53		(4)	(4)	Common Stock	53	$41.48(3)	1,580	D
Deferred Stock Units	(5)	01/01/2026		A(2)		60		(5)	(5)	Common Stock	60	$41.48(3)	155	D
Deferred Stock Units	(6)	01/01/2026		A(7)		2,893		(6)	(6)	Common Stock	2,893	$41.48(3)	2,893	D
Deferred Stock Units	(8)	01/01/2026		A(9)		6,054		(8)	(8)	Common Stock	6,054	$29.73(10)	6,054	D

Explanation of Responses:

1. 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, 2030 or within 30 days after the reporting person's termination of service as a director, except as otherwise provided in the Terms and Conditions.

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

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

4. 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, 2032 or within 30 days after the reporting person's termination of service as a director, except as otherwise provided 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, 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.

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, 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.

7. Receipt of deferred stock under the Plan and the Terms and Conditions in lieu of 100% of the Retainer (as defined in the Terms and Conditions) for 2025.

8. 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).

9. 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").

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

	/s/ Michael Nettles (pursuant to Power of Attorney previously filed)	01/05/2026
	** Signature of Reporting Person	Date
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