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Item 9A. Controls and Procedures

2026-02-23 compared with 2025-02-19 · 23 added, 50 removed, 132 unchanged (36% of the section changed)

15 unchanged sentences

Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We completed the implementation of a new enterprise resource planning (ERP) system Oracle Cloud ERP related to our North America segment and Corporate, which replaced several legacy systems used for procurement, invoice to cash processes and general ledger functions.

As a result, we have made changes to our internal control over financial reporting to reflect the changes in the system environment and related processes.

There were no other changes in our internal control over financial reporting identified in connection with the evaluation discussed above that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Othe r Information

7 unchanged sentences

(b) Directors.

The information required by this Item is set forth in our Proxy Statement for the Annual Meeting of Shareholders to be held on May 2, 2025 under the caption “Election of Directors,” which information is hereby incorporated herein by reference.

The information required by this Item is set forth in our Proxy Statement for the Annual Meeting of Shareholders to be held on May 8, 2026 under the captions “Election of Directors” and "Director Nominee Biographies," which information is hereby incorporated herein by reference.

12 unchanged sentences

Security Ownership of Certain Beneficial Ow ners and Management and Related Shareholder Matters

The information required by this Item is set forth in our Proxy Statement for the Annual Meeting of Shareholders to be held on May 2, 2025, under the caption “Security Ownership of Certain Beneficial Owners,” and under the caption “Beneficial Ownership of Directors and Executive Officers,” which information is hereby incorporated herein by reference.

The following table sets forth information as of December 31, 2024 about our shares of common stock outstanding and available for issuance under our existing equity compensation plans.

Plan category

securities to be

options, warrants

and rights as

of December 31,

Weighted-average

exercise price

of outstanding

options, warrants

and rights as

of December 31,

Weighted-average

contractual term

of outstanding

options, warrants

and rights as

of December 31,

Number of securities

remaining available

for future issuance

compensation plans

as of December 31, 2024

(excluding securities

reflected in the first

Equity compensation plans approved

by security holders

Equity compensation plans not approved

by security holders

(a) Represents maximum number of shares to be awarded under best-case target, excluding dividend equivalents.

Current estimate is 575,659 shares less than maximum.

(b) Includes the number of shares remaining available for future issuance under the following plans:

2011 Equity Incentive Plan - 2,721,487 shares;

and Savings Related Share Option Scheme – 537,728 shares.

The information required by this Item is set forth in our Proxy Statement for the Annual Meeting of Shareholders to be held on May 8, 2026, under the captions “Security Ownership of Certain Beneficial Owners,” “Beneficial Ownership of Directors and Executive Officers” and “Equity Compensation Plan Information,” which information is hereby incorporated herein by reference.

Certain Relationships and Relate d Transactions, and Director Independence

16 unchanged sentences

Allowance for Expected Credit Losses:

Bad Debt Expense

Reclassifications

Balance at Beginning of Year

Provision for Credit Losses

Currency Impact and Other

Balance at End of Year

Valuation Allowance for Deferred Tax Assets

Charged to Income Tax Expense (Benefit)

Balance at Beginning of Year

Charged to Income Tax Expense

Charged to Other Accounts (a)

(c) Reflects other increases (decreases) to our valuation allowance that did not impact total tax expense, including the effects of currency and other comprehensive income (loss).

Balance at End of Year

(a) Reflects other increases (decreases) to our valuation allowance that did not impact total tax expense, including the effects of currency and other comprehensive income/loss.

(a)(3) Exhibits.

9 unchanged sentences

Fiscal and Paying Agency Agreement between the Company and Citibank, N.A., as Fiscal Agent, Principal Paying Agent and Registrar and Transfer Agent, dated as of June 30, 2022 (including the form of Note attached thereto as Schedule I), incorporated by reference to the Company’s Current Report on Form 8-K dated June 30, 2022.

Fiscal and Paying Agency Agreement between the Company and Citibank, N.A., London Branch, as Fiscal Agent, Principal Paying Agent and Registrar and Transfer Agent, dated as of December 15, 2025 (including the form of Note attached thereto as Schedule I), incorporated by reference to the Company’s Current Report on Form 8-K dated December 15, 2025.

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

Credit Agreement dated as of May 27, 2022 among the Company, a syndicate of lenders and JPMorgan Chase Bank, N.A., as Administrative Agent, incorporated by reference to the Company’s Current Report on Form 8-K dated May 27, 2022.

Amendment No.

2 dated as of June 26, 2025 to the Credit Agreement dated as of May 27, 2022 among the Company, a syndicate of lenders and JPMorgan Chase Bank, N.A., as Administrative Agent, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.

Credit Agreement dated as of December 15, 2025 among the Company, a syndicate of lenders and JPMorgan Chase Bank, N.A., as Administrative Agent, incorporated by reference to the Company’s Current Report on Form 8-K dated December 15, 2025.

Manpower Savings Related Share Option Scheme incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.

Manpower 1990 Employee Stock Purchase Plan (Amended and Restated effective April 26, 2005), incorporated by reference to the Company’s Proxy Statement for the 2005 Annual Meeting of Shareholders.**

Terms and Conditions Regarding the Grant of Awards to Non-Employee Directors Under the 2011 Equity Incentive Plan (Amended and Restated January 1, 2024), incorporated by reference to Exhibit 10.6(a) of the Company's Annual Report on Form 10-K for the year ended December 31, 2023.

2 unchanged sentences

incorporate by reference to Exhibit 10.6(b) of the Company's Annual Report on Form 10-K for the year ended December 31, 2023.**

Letter Agreement between Jonas Prising and the Company dated as of February 17, 2023, incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2022.

Transition Agreement between Richard Buchband and the Company as of December 17, 2024.

Letter Agreement between Jonas Prising and the Company dated as of February 13, 2026, incorporated by reference to the Company's Current Report on Form 8-K dated February 19, 2026.**

2011 Equity Incentive Plan of Manpower Inc.

8 unchanged sentences

Letter Agreement between Michelle S.

Nettles and the Company dated as of February 17, 2023, incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2022.

Nettles and the Company dated as of February 13, 2026, incorporated by reference to the Company's Current Report on Form 8-K dated February 19, 2026.**

Letter Agreement between John T.

McGinnis and the Company dated February 17, 2023, incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2022.

McGinnis and the Company dated as of February 13, 2026, incorporated by reference to the Company's Current Report on Form 8-K dated February 19, 2026.**

Letter Agreement between Becky Frankiewicz and the Company dated as of February 13, 2026, incorporated by reference to the Company's Current Report on Form 8-K dated February 19, 2026.**

ManpowerGroup Inc.

Annual Incentive Plan, incorporated by reference to the Company's Current Report on Form 8-K dated February 15, 2018.

Insider Trading Policy.

Insider Trading policy, incorporated by reference to Exhibit 19.1 of the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

Subsidiaries of the Company.

35 unchanged sentences

Ferraro, William P.

Gipson, Patricia A.

Hemingway Hall, Julie M.

Gipson, Julie M.

Howard, Muriel Pénicaud, Ulice Payne, Jr., Paul Read, Elizabeth P.

Sartain, and Michael J.

John McGinnis

Attorney-In-Fact*

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures