ManpowerGroup (NYSE: MAN) CEO details RSU vesting, tax withholding and gift

Rhea-AI Filing Summary

ManpowerGroup Inc. CEO Jonas Prising reported several equity-related transactions in ManpowerGroup common stock. On February 17, 2026, 52,865 restricted stock units vested and were settled into the same number of common shares on a 1-for-1 basis.

To cover tax withholding obligations on these vested shares, 23,319 common shares were withheld by the company at a reference price of $28.66, which was the New York Stock Exchange closing price on February 13, 2026. Prising also made a bona fide gift of 29,546 common shares.

Following these transactions, Prising held 35,495 common shares directly. In addition, 509,564 common shares were held indirectly through a revocable trust.

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)
02/17/2026

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	02/17/2026		A		52,865	A	(1)	88,360	D
Common Stock	02/17/2026		F(2)		23,319	D	$28.66(3)	65,041	D
Common Stock	02/17/2026		G		29,546	D	$0	35,495	D
Common Stock								509,564	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
Restricted Stock Units	(1)	02/17/2026		M			52,865	(1)	(1)	Common Stock	52,865	$0	0	D

Explanation of Responses:

1. The restricted stock units vested on February 17, 2026 and will be settled in shares of ManpowerGroup common stock on a 1 for 1 basis upon vesting.

2. Shares withheld by Issuer to satisfy tax withholding obligations on shares acquired on settlement of restricted stock units.

3. Represents the closing price on the New York Stock Exchange on February 13, 2026

	/s/ Michelle Nettles (pursuant to Power of Attorney previously filed)	02/19/2026
	** 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 did ManpowerGroup (MAN) CEO Jonas Prising report in this Form 4?

Jonas Prising reported equity transactions involving restricted stock units and common shares. RSUs vested into shares, some shares were withheld for taxes, and others were transferred as a bona fide gift, updating both his direct and indirect ManpowerGroup share holdings.

How many ManpowerGroup RSUs vested for CEO Jonas Prising on February 17, 2026?

On February 17, 2026, 52,865 restricted stock units vested for Jonas Prising. These RSUs were settled into ManpowerGroup common stock on a one-for-one basis upon vesting, increasing his direct share holdings before subsequent tax withholding and gifting transactions.

How were taxes handled on Jonas Prising’s vested ManpowerGroup RSUs?

To satisfy tax withholding obligations from the RSU vesting, 23,319 ManpowerGroup common shares were withheld by the issuer. The withholding used a reference price of $28.66 per share, equal to the New York Stock Exchange closing price on February 13, 2026.

Did the ManpowerGroup CEO make any gifts of stock in this Form 4?

Yes, Jonas Prising reported a bona fide gift of 29,546 ManpowerGroup common shares. This gift reduced his directly held share balance while leaving his substantial indirect holdings through a revocable trust unchanged in this filing.

What are Jonas Prising’s direct and indirect ManpowerGroup share holdings after these transactions?

After these transactions, Jonas Prising directly held 35,495 ManpowerGroup common shares. Separately, 509,564 ManpowerGroup common shares were held indirectly through a revocable trust, reflecting shares over which he has indirect ownership rather than direct title.

What share price was used for the ManpowerGroup tax-withholding transaction?

The tax-withholding disposition used a price of $28.66 per ManpowerGroup share. This figure represents the closing price on the New York Stock Exchange on February 13, 2026, as noted in the accompanying footnote to the Form 4.