ManpowerGroup Inc. Stock Compensation Disclosure

(3) Share-Based Compensation Plans

During 2025, 2024 and 2023, we recognized $26.3, $27.3 and $28.7, respectively, in share-based compensation expense related to stock options, deferred stock, restricted stock, performance share units and savings-related share option scheme, all of which is recorded in selling and administrative expenses. Consideration received from share-based awards for 2025, 2024 and 2023 was $0.0, $0.8 and $1.8, respectively. We recognized income tax expense of $0.3 in 2025, and income tax benefits of $1.3 and $1.0 in 2024 and 2023, respectively, for the United States share-based compensation. For non-United States share-based compensation, we recognized income tax benefits of $1.0, $1.2 and $1.6 for 2025, 2024 and 2023, respectively. We recognize compensation expense on grants of share-based compensation awards on a straight-line basis over the vesting period of each award.

Stock Options and Stock Appreciation Rights

All share-based compensation is granted under the 2011 Equity Incentive Plan of ManpowerGroup Inc. (“2011 Plan”). Under the 2011 Plan, stock options and stock appreciation rights are required to be granted at a price not less than 100% of the fair market value of the common stock at the date of grant. Generally, options are granted with a ratable vesting period of up to four years and expire 10 years from date of grant. No options were granted subsequent to 2021, and we have not granted stock appreciation rights under the 2011 Plan. A summary of stock option activity is as follows:

We recognized expense of $0.0, $0.2 and $0.5 related to stock options for the years ended December 31, 2025, 2024 and 2023, respectively. The total fair value of options vested during the same periods was $0.7, $1.5 and $2.2, respectively. As of December 31, 2025, there was no unrecognized compensation cost.

Deferred Stock

Our non-employee directors may elect to receive deferred stock in lieu of part or all of their annual cash retainer otherwise payable to them. The number of shares of deferred stock is determined pursuant to a formula set forth in the terms and conditions adopted under the 2011 Plan; the deferred stock is settled in shares of common stock according to these terms and conditions. During December 31, 2025, 2024 and 2023, there were 7,232, 4,716 and 4,463, respectively, shares of deferred stock awarded under this arrangement, all of which are vested.

Non-employee directors also receive an annual grant of deferred stock (or restricted stock, if they so elect) as additional compensation for board service. The award vests in equal quarterly installments over one year and the vested portion of the deferred stock is settled in shares of common stock either three years after the date of grant (which may in most cases be extended at the directors’ election) or upon a director’s termination of service in accordance with the terms and conditions under the 2011 Plan. During 2025, 2024 and 2023, there were 18,714, 14,362 and 14,721, respectively, shares of deferred stock awarded under this arrangement, all of which are vested. We recognized expense of $1.5, $1.7 and $1.9 related to deferred stock in 2025, 2024 and 2023, respectively.

Restricted Stock and Restricted Stock Units

We grant restricted stock and restricted stock unit awards to certain employees and to non-employee directors who may elect to receive restricted stock rather than deferred stock as described above. Restrictions lapse over periods ranging up to five years, and in some cases upon retirement. We value restricted stock awards at the closing market value of our common stock on the date of grant.

During 2025, 2024 and 2023, there were 12,476, 9,060 and 8,412, respectively, shares of restricted stock granted to our non-employee directors, all of which are vested. During 2025, 2024 and 2023, we recognized expense of $19.4, $18.9 and $18.9, respectively, related to restricted stock awards. As of December 31, 2025, there was $13.9 of total unrecognized compensation cost related to unvested restricted stock, which we expect to recognize over a weighted-average period of approximately 2.0 years.

Performance Share Units

Our 2011 Plan allows us to grant performance share units. We grant performance share units with a performance period ranging from one to three years. Vesting of units occurs at the end of the performance period or after a subsequent holding period, except in the case of termination of employment where the units are forfeited immediately. Upon retirement, a prorated number of units vest depending on the period worked from the grant date to retirement date or in certain cases all of the units vest. In the case of death or disability, the units immediately vest at the Target Award level if the death or disability date is during the performance period, or at the level determined by the performance criteria met during the performance period if the death or disability occurs during the subsequent holding period. The units are settled in shares of our common stock. A payout multiple may be applied to the units awarded based on the performance criteria determined by the People, Culture and Compensation Committee of the Board of Directors ("the Committee") at the time of grant. Final determination of the payout is at the discretion of the Committee.

In the event the performance criteria exceed the Target Award level, an additional number of shares, up to the Outstanding Award level, may be granted. In the event the performance criteria fall below the Target Award level, a reduced number of shares, as low as the Threshold Award level, may be granted. If the performance criteria fall below the Threshold Award level, no shares will be granted.

We recognize and adjust compensation expense based on the likelihood of the performance criteria specified in the award being achieved. The compensation expense is recognized over the performance and holding periods and is recorded in selling and administrative expenses. We recognized total compensation expense of $5.3, $6.1 and $7.2 in 2025, 2024 and 2023, respectively, related to the performance share units. The lower expense in 2025 and 2024 compared to 2023 resulted from lower estimated payout levels for all the grants.

Savings-Related Share Option Scheme