ManpowerGroup Inc. — Director's Dealing 2023

Jan 4, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ManpowerGroup Inc. (MAN)
CIK: 0000871763
Period of Report: 2023-01-01

Reporting Person: DOWNE WILLIAM (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-01-01	Common Stock	A	2103	$83.21	Acquired	28103	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-01-01	Deferred Stock Units	$	A	1885	Acquired		Common Stock (1885)	Direct
2023-01-01	Deferred Stock Units	$	A	41	Acquired		Common Stock (41)	Direct
2023-01-01	Deferred Stock Units	$	A	65	Acquired		Common Stock (65)	Direct
2023-01-01	Deferred Stock Units	$	A	44	Acquired		Common Stock (44)	Direct
2023-01-01	Deferred Stock Units	$	A	45	Acquired		Common Stock (45)	Direct
2023-01-01	Deferred Stock Units	$	A	123	Acquired		Common Stock (123)	Direct
2023-01-01	Deferred Stock Units	$	A	48	Acquired		Common Stock (48)	Direct
2023-01-01	Deferred Stock Units	$	A	63	Acquired		Common Stock (63)	Direct
2023-01-01	Deferred Stock Units	$	A	102	Acquired		Common Stock (102)	Direct
2023-01-01	Deferred Stock Units	$	A	76	Acquired		Common Stock (76)	Direct
2023-01-01	Deferred Stock Units	$	A	48	Acquired		Common Stock (48)	Direct
2023-01-01	Deferred Stock Units	$	A	38	Acquired		Common Stock (38)	Direct
2023-01-01	Deferred Stock Units	$	A	45	Acquired		Common Stock (45)	Direct
2023-01-01	Deferred Stock Units	$	A	91	Acquired		Common Stock (91)	Direct
2023-01-01	Deferred Stock Units	$	A	60	Acquired		Common Stock (60)	Direct
2023-01-01	Deferred Stock Units	$	A	45	Acquired		Common Stock (45)	Direct
2023-01-01	Deferred Stock Units	$	A	65	Acquired		Common Stock (65)	Direct

Footnotes

F1: 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").

F2: The shares of restricted stock will vest in quarterly installments on the last day of each calendar quarter during 2023.

F3: Represents the Market Price (as defined in the Plan) on the last trading day of 2022.

F4: 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, 2026 or within 30 days after the reporting person's termination of service as a director, except as otherwise provided in the Terms and Conditions.

F5: Receipt of deferred stock under the Plan and the Terms and Conditions in lieu of 100% of the Retainer (as defined in the Terms and Conditions) for 2022.

F6: Represents the Average Trading Price (as defined in the Terms and Conditions).

F7: 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, 2024 or within 30 days after the reporting person's termination of service as a director, except as otherwise provided in the Terms and Conditions.

F8: Receipt of deferred stock under the Plan and the Terms and Conditions in lieu of dividends.

F9: 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 May 3, 2024 or within 30 days after the reporting person's termination of service as a director, except as otherwise provided in the Terms and Conditions.

F10: 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, 2025 or within 30 days after the reporting person's termination of service as a director, except as otherwise provided in the Terms and Conditions.

F11: 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.

F12: 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.