ManpowerGroup (MAN) CFO receives RSU grant and vested stock award

Rhea-AI Filing Summary

ManpowerGroup Inc. executive John T. McGinnis reported equity awards and vesting activity. On February 13, 2026, he received a grant of 41,870 restricted stock units at no purchase price under the company’s 2011 Equity Incentive Plan, which will vest 100% on February 13, 2029 and settle in an equal number of common shares.

On the same date, he also acquired 10,248 shares of common stock at no cost, reflecting the vesting of performance share units originally granted in 2023. Following these transactions, his directly held common stock position increased to 93,315 shares.

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

OMB Number:			3235-0287
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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^*

McGinnis John T

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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	02/13/2026		A(1)		10,248	A	(1)	93,315	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
Restricted Stock Units(2)	(2)	02/13/2026		A		41,870		(2)	(2)	Common Stock	41,870	$0	41,870	D

Explanation of Responses:

1. Vesting of performance share units granted in 2023 (which were not derivative securities received under the Company's 2011 Equity Incentive Plan, exempt under Rule 16b-3).

2. Award of restricted stock units under the 2011 Equity Incentive Plan of the Company. The restricted stock units will vest 100% on February 13, 2029 and will be settled in shares of ManpowerGroup common stock on a 1 for 1 basis.

	/s/ Michelle Nettles (pursuant to Power of Attorney previously filed)	02/18/2026
	** 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 transactions did ManpowerGroup (MAN) report for John T. McGinnis?

ManpowerGroup EVP and CFO John T. McGinnis reported two equity-related acquisitions on February 13, 2026: a grant of 41,870 restricted stock units and the issuance of 10,248 common shares upon vesting of earlier performance share units.

How many restricted stock units did ManpowerGroup (MAN) grant to its CFO?

ManpowerGroup granted John T. McGinnis 41,870 restricted stock units at no purchase price. These units were awarded under the company’s 2011 Equity Incentive Plan and represent a form of deferred stock-based compensation tied to continued service through a future vesting date.

When will the newly granted ManpowerGroup (MAN) restricted stock units vest?

The 41,870 restricted stock units granted to John T. McGinnis will vest 100% on February 13, 2029. At that time, they will be settled in an equal number of ManpowerGroup common shares on a one-for-one basis, assuming all plan conditions are satisfied.

What is the source of the 10,248 ManpowerGroup (MAN) common shares acquired by the CFO?

The 10,248 ManpowerGroup common shares reflect the vesting of performance share units that were originally granted in 2023. Upon vesting, those units converted into common stock, increasing John T. McGinnis’s directly held share balance without any cash purchase.

How many ManpowerGroup (MAN) common shares does John T. McGinnis hold after these transactions?

After the February 13, 2026 transactions, John T. McGinnis directly holds 93,315 shares of ManpowerGroup common stock. This figure includes the 10,248 shares issued from vested 2023 performance share units, as reported in the Form 4 insider filing.

Were the ManpowerGroup (MAN) equity awards to the CFO open-market purchases?

No, the reported transactions were not open-market purchases. They consist of a grant of restricted stock units and the issuance of common shares upon vesting of 2023 performance share units, both recorded with a transaction price of $0.00 per share.