ManpowerGroup Inc. — Director's Dealing 2024

Jan 3, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ManpowerGroup Inc. (MAN)
CIK: 0000871763
Period of Report: 2024-01-01

Reporting Person: HOWARD JULIE (N/A)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-01-01	Deferred Stock Units	$	A	79	Acquired		Common Stock (79)	Direct
2024-01-01	Deferred Stock Units	$	A	54	Acquired		Common Stock (54)	Direct
2024-01-01	Deferred Stock Units	$	A	4	Acquired		Common Stock (4)	Direct
2024-01-01	Deferred Stock Units	$	A	71	Acquired		Common Stock (71)	Direct
2024-01-01	Deferred Stock Units	$	A	37	Acquired		Common Stock (37)	Direct
2024-01-01	Deferred Stock Units	$	A	54	Acquired		Common Stock (54)	Direct
2024-01-01	Deferred Stock Units	$	A	52	Acquired		Common Stock (52)	Direct
2024-01-01	Deferred Stock Units	$	A	74	Acquired		Common Stock (74)	Direct
2024-01-01	Deferred Stock Units	$	A	57	Acquired		Common Stock (57)	Direct
2024-01-01	Deferred Stock Units	$	A	77	Acquired		Common Stock (77)	Direct
2024-01-01	Deferred Stock Units	$	A	69	Acquired		Common Stock (69)	Direct
2024-01-01	Deferred Stock Units	$	A	1753	Acquired		Common Stock (1753)	Direct
2024-01-01	Deferred Stock Units	$	A	2265	Acquired		Common Stock (2265)	Direct

Footnotes

F1: 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.

F2: Receipt of deferred stock under the Plan and the Terms and Conditions in lieu of dividends.

F3: Represents the Average Trading Price (as defined in the Terms and Conditions).

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, 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.

F5: 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.

F6: 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, 2030 or within 30 days after the reporting person's termination of service as a director, except as otherwise provided 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, 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.

F8: 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 2023.

F9: The shares of deferred stock vest in quarterly installments on the last day of each calendar quarter during 2024 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 (as defined below).

F10: 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").

F11: Represents the Market Price (as defined in the Plan) on the last trading day of 2023.