ManpowerGroup (MAN) director details restricted stock and deferred stock units

Rhea-AI Filing Summary

ManpowerGroup Inc. director equity activity on Form 4 shows new awards and settlements under the company’s equity plan. On January 1, 2026, the director received an annual grant of 6,054 shares of restricted common stock under the 2011 Equity Incentive Plan at a market price of $29.73 per share, which will vest quarterly during 2026.

The filing also reports multiple deferred stock unit transactions, including receipt of additional deferred stock in lieu of dividends and the settlement of previously granted deferred stock into ManpowerGroup common shares on a 1-for-1 basis. After these grants and settlements, the director beneficially owns 22,165 shares of ManpowerGroup common stock held directly.

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^*

Ferraro John Francis

(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
Common Stock	01/01/2026		A(1)		6,054(2)	A	$29.73(3)	17,063	D
Common Stock	01/01/2026		M		1,120	A	(4)	18,183	D
Common Stock	01/01/2026		M		1,628	A	(4)	19,811	D
Common Stock	01/01/2026		M		2,354	A	(4)	22,165	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	(7)	01/01/2026		A(5)		74		(7)	(7)	Common Stock	74	$41.48(6)	2,214	D
Deferred Stock Units	(8)	01/01/2026		A(5)		55		(8)	(8)	Common Stock	55	$41.48(6)	1,628	D
Deferred Stock Units	(9)	01/01/2026		A(5)		104		(9)	(9)	Common Stock	104	$41.48(6)	3,096	D
Deferred Stock Units	(10)	01/01/2026		A(5)		74		(10)	(10)	Common Stock	74	$41.48(6)	2,206	D
Deferred Stock Units	(7)	01/01/2026		A(5)		77		(7)	(7)	Common Stock	77	$41.48(6)	2,303	D
Deferred Stock Units	(8)	01/01/2026		A(5)		79		(8)	(8)	Common Stock	79	$41.48(6)	2,354	D
Deferred Stock Units	(8)	01/01/2026		A(5)		38		(8)	(8)	Common Stock	38	$41.48(6)	1,120	D
Deferred Stock Units	(9)	01/01/2026		A(5)		55		(9)	(9)	Common Stock	55	$41.48(6)	1,639	D
Deferred Stock Units	(8)	01/01/2026		M			1,120	01/01/2026	01/01/2026	Common Stock	1,120	(4)	0	D
Deferred Stock Units	(8)	01/01/2026		M			1,628	01/01/2026	01/01/2026	Common Stock	1,628	(4)	0	D
Deferred Stock Units	(8)	01/01/2026		M			2,354	01/01/2026	01/01/2026	Common Stock	2,008	(4)	0	D

Explanation of Responses:

1. Annual grant of restricted 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").

2. The shares of restricted stock will vest in quarterly installments on the last day of each calendar quarter in 2026.

3. Represents the Market Price (as defined in the Plan) on the last trading day of 2025.

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

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

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

7. 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, 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.

8. 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 January 1, 2026.

9. 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.

10. 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.

	/s/ Michelle Nettles (pursuant to Power of Attorney previously filed)	01/05/2026
	** Signature of Reporting Person	Date
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FAQ

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

The Form 4 reports a ManpowerGroup director receiving a new restricted stock grant, additional deferred stock units, and settling some deferred stock units into common shares on January 1, 2026.

How many ManpowerGroup (MAN) shares were granted as restricted stock?

The director received an annual grant of 6,054 shares of restricted common stock under ManpowerGroup’s 2011 Equity Incentive Plan.

At what price was the ManpowerGroup restricted stock valued in this filing?

The restricted stock grant was valued at $29.73 per share, which represents the Market Price as defined in ManpowerGroup’s equity plan on the last trading day of 2025.

When will the ManpowerGroup restricted stock granted to the director vest?

The 6,054 restricted shares will vest in quarterly installments on the last day of each calendar quarter in 2026.

What are the deferred stock unit transactions reported for ManpowerGroup (MAN)?

The director received several deferred stock units under the plan, including units received in lieu of dividends, and some deferred stock units were settled 1-for-1 into ManpowerGroup common stock on January 1, 2026.

How many ManpowerGroup shares does the director own after these transactions?

Following the reported grants and settlements, the director beneficially owns 22,165 shares of ManpowerGroup common stock, held directly.

When will the remaining ManpowerGroup deferred stock units be settled?

Certain deferred stock units will be settled in ManpowerGroup common stock on a 1-for-1 basis on the earlier of specified future dates, such as January 1, 2027, January 1, 2028, or January 1, 2029, or within 30 days after the director’s termination of service, as provided in the plan terms.