ManpowerGroup (MAN) director reports new deferred stock unit awards

Rhea-AI Filing Summary

ManpowerGroup Inc. reported director equity activity involving deferred stock units on 01/01/2026. A board member received several grants of deferred stock units, including an annual grant of 6,054 units under the company’s 2011 Equity Incentive Plan and additional small grants of 79, 82, and 108 units in lieu of dividends. These grants are tied to ManpowerGroup common stock, generally on a 1-for-1 basis.

The units either vest immediately or in quarterly installments during 2026, and will be settled in shares of common stock on the earlier of specific future dates between 2028 and 2032, or within 30 days after the director’s termination of service, subject to the plan’s terms and conditions. This filing reflects routine director compensation rather than an open-market purchase or sale.

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).

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^*

COURTOIS JEAN PHILIPPE

(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)		79		(1)	(1)	Common Stock	79	$41.48(3)	2,357	D
Deferred Stock Units	(4)	01/01/2026		A(2)		82		(4)	(4)	Common Stock	82	$41.48(3)	2,447	D
Deferred Stock Units	(5)	01/01/2026		A(2)		108		(5)	(5)	Common Stock	108	$41.48(3)	3,227	D
Deferred Stock Units	(6)	01/01/2026		A(7)		6,054		(6)	(6)	Common Stock	6,054	$29.73(8)	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, 2031 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, 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.

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, 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.

6. 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).

7. 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").

8. 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.
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FAQ

What insider transaction did ManpowerGroup (MAN) report in this Form 4?

The filing reports a ManpowerGroup director receiving several grants of deferred stock units linked to ManpowerGroup common stock on 01/01/2026, as part of director compensation and dividend-equivalent arrangements.

How many deferred stock units were granted to the ManpowerGroup director?

The director received an annual grant of 6,054 deferred stock units and additional grants of 79, 82, and 108 deferred stock units in separate transactions, all tied to ManpowerGroup common stock.

What are the key vesting and settlement terms of the ManpowerGroup (MAN) deferred stock units?

Certain deferred stock units vest fully on the date of grant, while others vest in quarterly installments during 2026. All are to be settled in ManpowerGroup common stock on a 1-for-1 basis on the earlier of specified dates between 2028 and 2032 or within 30 days after the director’s termination of service, subject to the plan’s terms.

What prices are referenced for the ManpowerGroup deferred stock unit grants?

Certain grants reference an Average Trading Price of $41.48 as defined in the Terms and Conditions, while the annual grant of 6,054 deferred stock units references a Market Price of $29.73 as defined in the 2011 Equity Incentive Plan.

Are these ManpowerGroup (MAN) director grants open-market stock purchases or sales?

No. The reported transactions reflect deferred stock unit awards and units received in lieu of dividends under ManpowerGroup’s equity incentive plan and related terms, rather than open-market purchases or sales of common stock.

When will the ManpowerGroup deferred stock units convert into common shares?

The deferred stock units will be settled in ManpowerGroup common stock on a 1-for-1 basis on the earlier of specified dates—such as January 1, 2028, January 1, 2029, January 1, 2031, or January 1, 2032—or within 30 days after the director’s termination of service, subject to the plan’s terms and conditions.