ManpowerGroup (MAN) CFO John McGinnis nets stock from RSU vesting after tax withholding

Rhea-AI Filing Summary

ManpowerGroup EVP and CFO John T. McGinnis reported equity-related transactions involving company stock. On February 17, 2026, 15,250 restricted stock units vested and were settled into an equal number of ManpowerGroup common shares on a 1-for-1 basis, at no cash exercise price.

Following this vesting and share issuance, McGinnis had 108,565 shares of common stock reported as directly owned, before a portion was used to cover taxes. The company then withheld 6,988 shares to satisfy tax withholding obligations on the vested shares, using a reference price of $28.66 per share, which was the New York Stock Exchange closing price on February 13, 2026. After this tax-withholding disposition, McGinnis’s direct holdings were reported as 101,577 shares of ManpowerGroup common stock.

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^*

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)
02/17/2026

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		15,250	A	(1)	108,565	D
Common Stock	02/17/2026		F(2)		6,988	D	$28.66(3)	101,577	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	(1)	02/17/2026		M			15,250	(1)	(1)	Common Stock	15,250	$0	0	D

Explanation of Responses:

1. The restricted stock units vested on February 17, 2026 and were 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)	02/19/2025
	** 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 equity award did ManpowerGroup (MAN) CFO John T. McGinnis receive?

John T. McGinnis received 15,250 shares of ManpowerGroup common stock upon vesting of an equal number of restricted stock units. The units vested on February 17, 2026 and settled on a 1-for-1 basis into common shares at no exercise price.

Why were 6,988 ManpowerGroup (MAN) shares withheld from John T. McGinnis?

ManpowerGroup withheld 6,988 shares from John T. McGinnis to cover tax withholding obligations tied to the RSU vesting. These shares came from the newly acquired common stock and satisfied tax liabilities without requiring a separate cash payment from the executive.

What price was used for the tax-withholding shares in the MAN Form 4?

The tax-withholding shares for John T. McGinnis were valued at $28.66 per share. This amount represents the New York Stock Exchange closing price on February 13, 2026, which was used to determine the value of shares withheld for tax obligations.

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

After the vesting and tax-withholding disposition, John T. McGinnis directly owns 101,577 shares of ManpowerGroup common stock. This reflects the 15,250 vested shares issued, less 6,988 shares withheld by the company to satisfy related tax withholding requirements.

What does transaction code M mean in the ManpowerGroup (MAN) Form 4?

Transaction code M denotes the exercise or conversion of a derivative security. In this case, it reflects the conversion of 15,250 restricted stock units into an equal number of ManpowerGroup common shares when the RSUs vested on February 17, 2026.

What does transaction code F indicate in John T. McGinnis’s MAN Form 4?

Transaction code F indicates a tax-withholding disposition, where shares are delivered to cover tax or exercise costs. Here, 6,988 shares of ManpowerGroup common stock were withheld by the issuer to satisfy McGinnis’s tax obligations from the RSU vesting.