ManpowerGroup (MAN) director converts deferred stock, withholds shares for taxes

Rhea-AI Filing Summary

ManpowerGroup Inc. disclosed an insider equity transaction by a director. On December 12, 2025, 125 shares of deferred stock were settled into ManpowerGroup common stock on a 1-for-1 basis. In connection with this settlement, 38 shares of common stock were disposed of to cover tax withholding at a price of $28.54 per share, based on the New York Stock Exchange closing price on December 11, 2025.

The filing also notes that the director received 4 deferred stock units in lieu of dividends, with an associated average trading price of $41.18. After the reported transactions, the director directly held 87 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

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).

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^*

Penicaud Muriel Francoise

(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)
12/12/2025

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	12/12/2025		M		125	A	(1)	125	D
Common Stock	12/12/2025		F		38	D	$28.54(2)	87	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
Deferred Stock Units	(3)	12/12/2025		A(4)		4		(3)	(3)	Common Stock	4	$41.18(5)	125	D
Deferred Stock Units	(3)	12/12/2025		M		125		12/12/2025	12/12/2025	Common Stock	125	(1)	0	D

Explanation of Responses:

1. Settlement of shares of deferred stock in shares of ManpowerGroup common stock on a 1 for 1 basis.

2. Represents the closing price on the New York Stock Exchange on December 11, 2025.

3. The shares of deferred stock are fully vested on the date of grant and were settled in shares of ManpowerGroup common stock on a 1 for 1 basis on December 12, 2025.

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

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

	/s/ Michelle S. Nettles (pursuant to Power of Attorney filed herewith)	12/15/2025
	** 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 insider transaction did ManpowerGroup (MAN) report in this Form 4?

A ManpowerGroup Inc. director reported the settlement of 125 deferred stock units into common stock on a 1-for-1 basis on December 12, 2025, along with related tax withholding and a small grant of additional deferred stock units.

How many ManpowerGroup (MAN) shares were acquired and disposed of by the director?

The director acquired 125 shares of ManpowerGroup common stock through settlement of deferred stock and had 38 shares disposed of to cover tax withholding obligations.

What prices were used in the ManpowerGroup (MAN) insider transactions?

The 38 shares disposed of for tax withholding were valued at $28.54 per share, which was the New York Stock Exchange closing price on December 11, 2025. The 4 new deferred stock units were associated with an average trading price of $41.18.

How many ManpowerGroup (MAN) shares does the director hold after the reported transactions?

Following the reported transactions, the director directly owned 87 shares of ManpowerGroup common stock.

What are the deferred stock units mentioned in the ManpowerGroup (MAN) filing?

The filing describes deferred stock units that are fully vested on the grant date and are settled in ManpowerGroup common stock on a 1-for-1 basis. The director both settled 125 such units into shares and received 4 additional units in lieu of dividends.

Was the ManpowerGroup (MAN) insider transaction related to dividends?

Yes. The director received 4 deferred stock units under the company plan and related terms and conditions in lieu of dividends, as described in the explanation of responses.