ManpowerGroup Inc. 10-K

Item 9A. Controls and Procedures Disclosure Controls and Procedures We maintain a set of disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Executive Vice President and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures at a reasonable assurance level pursuant to Rule 13a-15 of the Exchange Act. Based on that evaluation, our Chief Executive Officer and our Executive Vice President and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective at the reasonable assurance level. Management Report on Internal Control over Financial Reporting We are responsible for establishing and maintaining effective internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance to management and the Board of Directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including our Chief Executive Officer and our Executive Vice President and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on our evaluation we have concluded that our internal control over financial reporting was effective as of December 31, 2025. The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which appears herein. 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. 93 Part II Item 9B. Othe r Information Trading Plans During the quarter ended December 31, 2025, no director or Section 16 officer adopted or terminated any "Rule 10b5-1 trading arrangements" or "non-Rule 10b5-1 trading arrangements" as each term is defined in Item 408(a) of Regulation S-K. Item 9C. Disclos ure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 94 Part III PART III Item 10. Directors, Executive Of ficers and Corporate Governance (a) Executive Officers. Reference is made to “Information about out Executive Officers” in Part I after Item 4. (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 8, 2026 under the captions “Election of Directors” and "Director Nominee Biographies," which information is hereby incorporated herein by reference. (c) The board of directors has determined that John F. Ferraro, chair of the audit committee and Paul Read, are “audit committee financial experts.” Mr. Ferraro and Mr. Read are both “independent” as that term is used in the applicable New York Stock Exchange listing standard. (d) Audit Committee. 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 caption “Meetings and Committees of the Board,” which information is hereby incorporated herein by reference. (e) We have adopted a Code of Business Conduct and Ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer and controller. We have posted the Code on our Internet website at www.manpowergroup.com. We intend to satisfy our disclosure requirements under Item 5.05 of Form 8-K, regarding any amendments to, or waiver of, a provision of our Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer and controller or our directors by posting such information at this location on our website. (f) Insider Trading Policy. 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 caption “Our Insider Trading Policy Prohibits Hedging, Pledging and Short-Sale Transactions.” Item 11. Execut ive Compensation 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 "Compensation Discussion and Analysis," "Compensation Tables," "Compensation Policies and Practices as they Relate to Risk Management," "CEO Pay Ratio," “People, Culture and Compensation Committee Interlocks and Insider Participation;” and “Report of the People, Culture and Compensation Committee of the Board of Directors,” and "Equity Grant and Approval Timing Practices", which information is hereby incorporated herein by reference. 95 Part III Item 12. 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 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. Item 13. Certain Relationships and Relate d Transactions, and Director Independence 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 caption “Board Independence and Related Party Transactions” and “Meetings and Committees of the Board,” which information is hereby incorporated herein by reference. Item 14. Principal Accou nting Fees and Services 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 “Fees Billed by Deloitte” and “Independent Auditor Services Policy” in the Audit Committee Report, which information is hereby incorporated herein by reference. 96 Part IV PART IV Item 15. Exhibits an d Financial Statement Schedules. (a)(1) Financial Statements. Page Number Consolidated Financial Statements: Report of Independent Registered Public Accounting Firm 48 Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023 51 Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023 52 Consolidated Balance Sheets as of December 31, 2025 and 2024 53 Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023 54 Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2025, 2024 and 2023 55 Notes to Consolidated Financial Statements 56 (a)(2) Financial Statement Schedule. SCHEDULE II—Valuation and Qualifying Accounts For the years ended December 31, 2025, 2024 and 2023, in millions: Allowance for Expected Credit Losses: Balance at Beginning of Year Provision for Credit Losses Write-Offs Currency Impact and Other Balance at End of Year 2025 $ 67.6 $ 7.1 $ ( 11.2 ) $ 10.6 $ 74.1 2024 99.2 9.0 ( 35.6 ) ( 5.0 ) 67.6 2023 109.3 5.4 ( 18.2 ) 2.7 99.2 Valuation Allowance for Deferred Tax Assets Balance at Beginning of Year Charged to Income Tax Expense Charged to Other Accounts (a) Balance at End of Year 2025 $ 222.9 $ 22.8 $ 16.8 $ 262.5 2024 219.8 34.1 ( 31.0 ) 222.9 2023 161.1 53.5 5.2 219.8 (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. See (c) below. Pursuant to Regulation S-K, Item 601(b)(4)(iii), ManpowerGroup Inc. hereby agrees to furnish to the Commission, upon request, a copy of each instrument and agreement with respect to long-term debt of ManpowerGroup Inc. and its consolidated subsidiaries which does not exceed 10 percent of the total assets of ManpowerGroup Inc. and its subsidiaries on a consolidated basis. 97 Part IV (c) Exhibits. 3.1 Amended and Restated Articles of Incorporation of ManpowerGroup Inc., incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2013. 3.2 Amended and Restated By-laws of ManpowerGroup Inc., incorporated by reference to the Company's Current Report on Form 8-K dated August 5, 2022. 4.1 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 June 22, 2018 (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 22, 2018. 4.2 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. 4.3 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. 4.4 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. 10.1 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. 10.2 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. 10.3 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. 10.4 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. ** 10.5(a) 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. ** 10.5(b) ManpowerGroup Inc. Compensation for Non-Employee Directors (Amended and Restated Effective January 1, 2024). 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.** 10.5(c) 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.** 10.5(d) 2011 Equity Incentive Plan of Manpower Inc. (Amended and Restated Effective May 8, 2020), incorporated by reference to the Company’s Registration Statement on Form S-8 dated May 29, 2020. ** 10.5(e) Form of Indemnification Agreement, incorporated by reference to the Company’s Current Report on Form 8-K dated October 31, 2006. 10.6(a) Form of Stock Option Agreement under 2011 Equity Incentive Plan, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019. ** 98 Part IV 10.6(b) Form of Restricted Stock Unit Agreement under 2011 Equity Incentive Plan, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012. ** 10.6(c) Form of 2014 Career Share Agreement under the 2011 Equity Incentive Plan, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014. ** 10.6(d) Form of 2021 Performance Share Unit Agreement Under the 2011 Equity Incentive Plan of ManpowerGroup Inc., incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the Quarter ended March 31, 2021. 10.6(e) Form of 2022 Performance Share Unit Agreement Under the 2011 Equity Inventive Plan of ManpowerGroup Inc., incorporated by reference to the Company's Quarterly Report on Form 10-Q for the Quarter ended March 31, 2022. 10.6(f) Form of 2024 Performance Share Unit Agreement Under the 2011 Equity Inventive Plan of ManpowerGroup Inc., incorporated by reference to the Company's Quarterly Report on Form 10-Q for the Quarter ended March 31, 2024. 10.7(a) Letter Agreement between Michelle S. 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.** 10.7(b) Letter Agreement between John T. 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.** 10.7(c) 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.** 10.8 ManpowerGroup Inc. Annual Incentive Plan, incorporated by reference to the Company's Current Report on Form 8-K dated February 15, 2018. ** 19.1 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. 21 Subsidiaries of the Company. 23.1 Consent of Deloitte & Touche LLP. 24 Power of Attorney. 31.1 Certification of Jonas Prising, Chief Executive Officer, pursuant to Section 13a-14(a) of the Securities Exchange Act of 1934. 31.2 Certification of John T. McGinnis, Executive Vice President and Chief Financial Officer, pursuant to Section 13a-14(a) of the Securities Exchange Act of 1934. 32.1 Statement of Jonas Prising, Chief Executive Officer, pursuant to 18 U.S.C. ss. 1350. 32.2 Statement of John T. McGinnis, Executive Vice President and Chief Financial Officer, pursuant to 18 U.S.C. ss. 1350. 97 Senior Executive Compensation Recovery Policy, incorporated by reference to Exhibit 97 of the Company's Annual Report on Form 10-K for the year ended December 31, 2024. ** 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents 99 Part IV 104 The cover page from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 has been formatted in Inline XBRL (Inline Extensible Business Reporting Language). ** Management contract or compensatory plan or arrangement. Item 16. Form 10-K summary Not applicable. 100 Part IV SIGNA TURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MANPOWERGROUP INC. By: /s/ Jonas Prising Jonas Prising Chairman and Chief Executive Officer Date: February 23, 2026 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Name Title Date /s/ Jonas Prising Chairman, Chief Executive Officer and a Director February 23, 2026 Jonas Prising (Principal Executive Officer) /s/ John T. McGinnis Executive Vice President and Chief Financial Officer February 23, 2026 John T. McGinnis (Principal Financial Officer) /s/ Eric Rozek Vice President and Global Controller February 23, 2026 Eric Rozek (Principal Accounting Officer) Directors: Jean-Philippe Courtois, John F. Ferraro, William P. Gipson, Julie M. Howard, Muriel Pénicaud, Ulice Payne, Jr., Paul Read, Elizabeth P. Sartain, and Michael J. Van Handel By: /s/ John T. McGinnis John T. McGinnis Attorney-In-Fact* Date: February 23, 2026 * Pursuant to authority granted by powers of attorney, copies of which are filed herewith. 101