ManpowerGroup (MAN) director awarded deferred stock units and 2025 retainer in stock

Rhea-AI Filing Summary

ManpowerGroup Inc. reported that one of its directors received multiple grants of deferred stock units on January 1, 2026 under the company’s 2011 Equity Incentive Plan and related Terms and Conditions. These units are linked 1-for-1 to shares of ManpowerGroup common stock and are generally fully vested on the grant date.

Several entries reflect deferred stock received in lieu of dividends at an average trading price of $41.48, with settlement 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, depending on the specific grant. One larger block of 4,339 deferred stock units represents 100% of the director’s 2025 cash retainer converted into stock, and another grant of 6,054 deferred stock units, valued at a market price of $29.73 on the last trading day of 2025, vests quarterly during 2026 and will be settled in shares on the earlier of January 1, 2029 or the director’s service termination.

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

OMB APPROVAL

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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^*

HOWARD JULIE

(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)	111	D
Deferred Stock Units	(1)	01/01/2026		A(2)		71		(1)	(1)	Common Stock	71	$41.48(3)	2,128	D
Deferred Stock Units	(1)	01/01/2026		A(2)		55		(1)	(1)	Common Stock	55	$41.48(3)	1,628	D
Deferred Stock Units	(1)	01/01/2026		A(2)		74		(1)	(1)	Common Stock	74	$41.48(3)	2,206	D
Deferred Stock Units	(4)	01/01/2026		A(2)		77		(4)	(4)	Common Stock	77	$41.48(3)	2,303	D
Deferred Stock Units	(5)	01/01/2026		A(2)		70		(5)	(5)	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	(6)	01/01/2026		A(2)		82		(6)	(6)	Common Stock	82	$41.48(3)	2,447	D
Deferred Stock Units	(1)	01/01/2026		A(2)		108		(1)	(1)	Common Stock	108	$41.48(3)	3,227	D
Deferred Stock Units	(1)	01/01/2026		A(2)		38		(1)	(1)	Common Stock	38	$41.48(3)	1,120	D
Deferred Stock Units	(1)	01/01/2026		A(2)		52		(1)	(1)	Common Stock	52	$41.48(3)	1,561	D
Deferred Stock Units	(4)	01/01/2026		A(2)		57		(4)	(4)	Common Stock	57	$41.48(3)	1,700	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	(6)	01/01/2026		A(2)		64		(6)	(6)	Common Stock	64	$41.48(3)	1,894	D
Deferred Stock Units	(1)	01/01/2026		A(2)		86		(1)	(1)	Common Stock	86	$41.48(3)	4,425	D
Deferred Stock Units	(4)	01/01/2026		A(7)		4,339		(4)	(4)	Common Stock	4,339	$41.48(3)	4,339	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, 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.

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, 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.

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, 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.

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, 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.

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/ 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.
* 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 activity at ManpowerGroup (MAN) is disclosed here?

The filing discloses that a ManpowerGroup director received multiple grants of deferred stock units on January 1, 2026 under the company’s equity incentive plan.

How many ManpowerGroup (MAN) deferred stock units relate to the 2025 director retainer?

The content shows a grant of 4,339 deferred stock units received in lieu of 100% of the 2025 Retainer under the plan’s Terms and Conditions.

What is the vesting schedule for the 6,054 ManpowerGroup (MAN) deferred stock units?

The 6,054 deferred stock units vest in quarterly installments on the last day of each calendar quarter during 2026 and will be settled in shares on a 1-for-1 basis on the earlier of January 1, 2029 or within 30 days after the director’s termination of service.

At what prices were the ManpowerGroup (MAN) deferred stock units valued?

Certain deferred stock units tied to dividends use an Average Trading Price of $41.48, while the annual grant uses a Market Price of $29.73 on the last trading day of 2025.

When will the ManpowerGroup (MAN) deferred stock units be settled into common stock?

The units are generally settled 1-for-1 into ManpowerGroup common stock on the earlier of specified dates—January 1, 2028, 2029, 2030, or 2032—or within 30 days after the director’s termination of service, depending on the particular grant.

Are the ManpowerGroup (MAN) deferred stock units immediately vested?

Several grants of deferred stock are stated to be fully vested on the date of grant, while the block of 6,054 units vests in quarterly installments during 2026.