ManpowerGroup (MAN) director receives deferred stock unit awards under equity plan

Rhea-AI Filing Summary

ManpowerGroup Inc. reported that one of its directors received several grants of deferred stock units that will ultimately be settled in shares of common stock. On 01/01/2026, the director acquired small dividend-equivalent deferred stock awards of 55, 79, 82, and 108 units, each convertible into the same number of ManpowerGroup shares, using an average trading price of $41.48 to determine the amounts. The director also received an annual grant of 6,054 deferred stock units under the company’s 2011 Equity Incentive Plan, based on a market price of $29.73 on the last trading day of 2025.

The deferred stock units generally vest immediately or in quarterly installments during 2026 and will be paid out on a 1-for-1 basis in ManpowerGroup common shares either on specified future dates between 2027 and 2031, or within 30 days after the director’s termination of service, subject to the plan’s terms and conditions.

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
Estimated average burden
hours per response:			0.5

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^*

PAYNE ULICE JR

(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)		55		(1)	(1)	Common Stock	55	$41.48(3)	1,628	D
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, 2027 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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did ManpowerGroup (MAN) disclose in this filing?

ManpowerGroup disclosed that a director received several grants of deferred stock units, which will later be settled in shares of ManpowerGroup common stock under the company’s equity incentive plan.

How many deferred stock units were included in the ManpowerGroup (MAN) director’s annual grant?

The director received an annual grant of 6,054 deferred stock units, each intended to convert into one share of ManpowerGroup common stock, under the 2011 Equity Incentive Plan.

At what prices were the ManpowerGroup (MAN) deferred stock units valued?

Certain dividend-equivalent deferred stock awards used an Average Trading Price of $41.48, while the annual grant was based on a Market Price of $29.73 on the last trading day of 2025.

When do the ManpowerGroup (MAN) deferred stock units vest and get settled?

Some deferred stock units are fully vested on the grant date, while others vest in quarterly installments during 2026. They are generally settled on a 1-for-1 basis in common shares on specific dates between 2027 and 2031 or within 30 days after the director’s termination of service.

What plan governs the ManpowerGroup (MAN) director’s deferred stock units?

The awards are granted under ManpowerGroup’s 2011 Equity Incentive Plan and the related Terms and Conditions Regarding the Grant of Awards to Non-Employee Directors.

Are the ManpowerGroup (MAN) deferred stock units settled in cash or stock?

The filing states that the deferred stock units will be settled in shares of ManpowerGroup common stock on a 1-for-1 basis, subject to the plan’s terms and conditions.