MAN 10-K report for 2025-12-31

ManpowerGroup Inc.

MAN 10-K report for 2025-12-31 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the fiscal year ended December 31, 2025 OR ☐  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 1-10686 MANPOWERGROUP INC. (Exact name of registrant as specified in its charter) wisconsin 39-1672779 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 100 manpower place , milwaukee , wisconsin 53212 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: ( 414 ) 961-1000 Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of Exchange on which registered Common Stock, $.01 par value MAN New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smalle r reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ The aggregate market value of the voting stock held by nonaffiliates of the registrant was $ 1,870,022,393 as of June 30, 2025. As of February 19, 2026 , there were 46,419,646 of the registrant’s shares of common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Part III is incorporated by reference from the Proxy Statement for the Annual Meeting of Shareholders to be held on May 8, 2026 . Auditor Firm Id: 34 Auditor Name: Deloitte & Touche LLP Auditor Location: Milwaukee, WI Table of Contents ManpowerGroup Inc. Form 10-K For the Fiscal Year Ended December 31, 2025 TABLE OF CONTENTS Page Number PART I Item 1 Business 3 Item 1A Risk Factors 11 Item 1B Unresolved Staff Comments 26 Item 1C Cybersecurity 27 Item 2 Properties 27 Item 3 Legal Proceedings 27 Item 4 Mine Safety Disclosures 27 Information About Our Executive Officers 28 Other Information 29 PART II Item 5 Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities 30 Item 6 [Reserved] 31 Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations 32 Item 7A Quantitative and Qualitative Disclosures About Market Risk 44 Item 8 Financial Statements and Supplementary Data 47 Item 9 Changes in and Disagreements with Ac Management's Discussion and Analysis of Financial Condition and Results of Operations 32 Item 7A Quantitative and Qualitative Disclosures About Market Risk 44 Item 8 Financial Statements and Supplementary Data 47 Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 93 Item 9A Controls and Procedures 93 Item 9B Other Information 94 Item 9C Disclosures Regarding Foreign Jurisdictions that Prevent Inspections 94 PART III Item 10 Directors, Executive Officers and Corporate Governance 95 Item 11 Executive Compensation 95 Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 96 Item 13 Certain Relationships and Related Transactions, and Director Independence 96 Item 14 Principal Accounting Fees and Services 96 PART IV Item 15 Exhibits and Financial Statement Schedules 97 Item 16 Form 10-K Summary 100 SIGNATURES 101 Part I PAR T I The terms “we,” “our,” “us,” "ManpowerGroup," or “the Company” refer to ManpowerGroup Inc. and its consolidated subsidiaries. Item 1. Business Introduction and History ManpowerGroup Inc. is a global leader in innovative workforce solutions. Through our network of approximately 2,100 offices in more than 70 countries and territories, we put millions of people to work each year with our global, multinational and local clients across all major industry segments. Our strong and distinct brands provide specialized solutions that drive organizations forward, accelerate individual success and help build more sustainable communities. We power the future of work. By offering a comprehensive range of workforce solutions and services, we help companies improve strategy, quality, and efficiency, increase productivity and reduce costs across their workforce to achieve their business goals. ManpowerGroup’s offerings of innovative workforce solutions and services include: • Recruitment and Assessment – By leveraging our trusted brands, industry knowledge and expertise, we identify the right talent in the right place to help our clients quickly access the people and skills they need when they need them. Through our industry-leading and AI-enabled assessments, we help people and organizations understand their strengths and potential, resulting in better job matches, higher retention and a stronger workforce. • Upskilling, Reskilling, Training and Development – Our global insights around evolving employer needs and our expertise in training and development help us prepare candidates and associates to succeed in today’s competitive marketplace. We offer an extensive portfolio of training courses and leadership development solutions that help clients maximize talent and optimize performance. • Career Management – We help individuals find meaningful work and manage their career journey through outplacement services and targeted skills development. By helping individuals and organizations manage workforce transitions and career changes, we unleash human potential. • Outsourcing – We provide clients with outsourcing services related to human resources functions primarily in the areas of large-scale recruiting and workforce-intensive initiatives that are outcome-based, thereby sharing in the risk and reward with our clients. • Workforce Consulting – We help clients create and transform their workforce strategy to achieve their business strategy, increase business agility and flexibility, and accelerate individuals' and business success. Our expert family of global brands - Manpower, Experis and Talent Solutions - provide innovative workforce solutions across the globe for hundreds of thousands of organizations every year. Manpower is a global leader in contingent staffing and permanent recruitment, providing strategic and operational flexibility to organizations and connecting people to meaningful work while helping them develop skills to stay employable. With our data driven insight into people’s motivation, skills adjacencies, and performance potential, we provide learning programs, on the job training and market based certifications for rapid reskilling and upskilling at scale. Experis is a global leader in information technology (IT) professional resourcing and project services specializing in Enterprise Applications, Business Transformation, Cloud and Infrastructure, Digital Workspace and Cyber Security. As digital transformation and skills shortages continue in the technology field, Experis provides talent with the combination of in-demand technical skills together with the soft skills that are critical for business success. Talent Solutions Talent Solutions delivers integrated and data-driven workforce solutions to help clients more effectively attract, acquire, develop and retain qualified talent. Our lines of business — RPO, TAPFIN-MSP and Right Management — are seamlessly integrated with our PowerSuite™ HR tech stack to deliver workforce solutions that span the talent lifecycle across multiple countries at scale. The rapid expansion and application of AI across our enterprise is enhancing these offerings, making them increasingly predictive, precise and efficient. 3 Part I Our leadership position enables us to be a pathway to quality employment opportunities for people at all points in their career journey and we have connected people to meaningful work for over 75 years. Governments and policy makers in the markets where we operate look to us to provide employment advice, opportunities and training to assist the unemployed in gaining the skills they need to enter the workforce, providing a bridge to employment and helping build more sustainable communities. We, and our predecessors, have been in business since 1948 when we were incorporated as a Wisconsin corporation, and have had our shares listed on the New York Stock Exchange since 1967. Our website is www.manpowergroup.com . The Investor Relations section ( investor.manpowergroup.com ) provides our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission. In addition, we also make available through our website: • our amended and restated articles of incorporation and amended and restated bylaws; • our ManpowerGroup code of business conduct and ethics; • our corporate governance guidelines; • our insider trading policy; • our anti-corruption policy; • the charters of the Audit, People, Culture & Compensation and Governance & Sustainability Committees of the Board of Directors; • our guidelines for selecting board candidates; • our categorical standards for relationships deemed not to impair independence of non-employee directors; • our independent auditors' services policy; • our executive officer stock ownership guidelines; • our outside director stock ownership guidelines; and • our regular updates on sustainability. Documents available on the website are also available in print for any shareholder who requests them. Requests may be made by writing to Corporate Secretary, ManpowerGroup, 100 Manpower Place, Milwaukee, Wisconsin 53212. We are not including the information contained on or available through our website as a part of, or incorporating such information by reference into, this Annual Report on Form 10-K. Our Operations Client demand for workforce solutions and services is dependent on the overall strength of the labor market and secular trends toward greater workforce flexibility within each of the segments where we operate. Improving economic growth typically results in increasing demand for labor, resulting in greater demand for our workforce solutions and staffing services while demand for our outplacement services typically declines. During periods of increasing demand, we are generally able to improve our profitability and operating leverage as our cost base can support some increase in business without a similar increase in selling and administrative expenses. Correspondingly, during periods of weak economic growth or economic contraction, the demand for our staffing services typically declines, while demand for our outplacement services typically accelerates. When demand drops, our operating profit is typically impacted unfavorably as we experience a deleveraging of our selling and administrative expense base as expenses may not decline at the same pace as revenues. In periods of economic contraction, we may have more significant expense deleveraging, as we believe it is prudent not to reduce selling and administrative expenses to levels that could negatively impact the long-term potential of our branch network and brands. 4 Part I The nature of our operations is such that our most significant current asset is accounts receivable, with a days sales outstanding of 55 days as of December 31, 2025. Our most significant current liabilities are payroll related costs, which are generally paid either weekly or monthly. As the demand for our services increases, we generally see an increase in our working capital needs, as we continue to pay our associates on a weekly or monthly basis while the related accounts receivable is outstanding for much longer, which may result in a decline in operating cash flows. Conversely, as the demand for our services declines, we generally experience a decrease in our working capital needs, as the existing accounts receivable are collected and not replaced at the same level, resulting in a decline of our accounts receivable balance, with less of an effect on current liabilities due to the shorter cycle time of the payroll related items. While this may result in an increase in our operating cash flows, longer payment terms and timing of payroll, tax and supplier related payments significantly impact our cash positions and cash flows each period. Any increase in operating cash flows from an economic slowdown would not be sustained in the event that a downturn continues for an extended period. Due to our industry’s sensitivity to economic factors, the inherent difficulty in forecasting the direction and strength of the economy and the short-term nature of staffing assignments, it is difficult to forecast future demand for our services with certainty. As a result, we monitor a number of economic indicators, as well as recent business trends, to predict future revenue trends for each of the countries and territories where we operate. Based upon these anticipated trends, we determine what level of personnel and office investments are necessary to take full advantage of growth opportunities. During the last several years, secular trends toward greater workforce flexibility have impacted the demand for our innovative workforce solutions and services around the world. As companies attempt to increase the variability of their cost base, the workforce solutions we provide help them to effectively address the fluctuating demand for their products or services. As the global economy continues to grow and adapt with new technology, we are helping clients manage their workforce transformation and ensure they have the right skills now and in the future. Whether it is through workforce assessments, targeted training or by creating longer-term development paths, we help organizations and candidates adapt their skills to changing workforce needs. Our portfolio of recruitment services includes permanent, temporary and contract recruitment of professionals, as well as administrative, industrial and IT professional positions. These services are provided under our Manpower and Experis brands. We have provided services under our core Manpower brand for over 75 years with a primary focus on the areas of office and industrial services and solutions. Our Talent Based Outsourcing offering within our Manpower brand includes outcome-based solutions such as management of financial and administrative processes, including call center and customer service activities. We provide IT resourcing and services under our Experis brand. Our experience and expertise allow us to accurately assess candidates’ workplace potential and technical skills to match them to the needs of our clients. We plan to continue to build our Experis brand and attract the talent our clients need as skills shortages arise or continue. Our Talent Solutions brand specializes in the delivery of customized workforce strategies and new solutions and creating added value that addresses our clients’ complex global workforce needs. Through our RPO offering, we manage customized, large-scale recruiting and workforce productivity initiatives for clients through exclusive outsourcing contracts. We can manage a single element or all of a client's permanent recruiting and hiring processes, from job profiling to on-boarding, globally or in a single location. MSP services include overall program management, reporting and tracking, supplier selection and management and order distribution. The MSP and RPO offerings both provide specialty expertise in contingent workforce management and broader administrative functions. Our Right Management offering includes our career management services that have historically been counter-cyclical to our staffing services, which helps to offset the impact of an economic downturn on our overall financial results. Americas We provide services as Manpower, Experis and Talent Solutions through both branch and franchise offices. The Americas segment had 415 branch and 138 franchise offices as of December 31, 2025. In the United States, where we realized 63% of the Americas’ revenue, we had 286 branch and 127 franchise offices as of December 31, 2025, as well as on-site locations at clients with significant permanent, temporary and contract recruitme Item 1A Risk Factors 11 Item 1B Unresolved Staff Comments 26 Item 1C Cybersecurity 27 Item 2 Properties 27 Item 3 Legal Proceedings 27 Item 4 Mine Safety Disclosures 27 Information About Our Executive Officers 28 Other Information 29 PART II Item 5 Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities 30 Item 6 [Reserved] 31 Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations 32 Item 7A Quantitative and Qualitative Disclosures About Market Risk 44 Item 8 Financial Statements and Supplementary Data 47 Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 93 Item 9A Controls and Procedures 93 Item 9B Other Information 94 Item 9C Disclosures Regarding Foreign Jurisdictions that Prevent Inspections 94 PART III Item 10 Directors, Executive Officers and Corporate Governance 95 Item 11 Executive Compensation 95 Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 96 Item 13 Certain Relationships and Related Transactions, and Director Independence 96 Item 14 Principal Accounting Fees and Services 96 PART IV Item 15 Exhibits and Financial Statement Schedules 97 Item 16 Form 10-K Summary 100 SIGNATURES 101 Part I PAR T I The terms “we,” “our,” “us,” "ManpowerGroup," or “the Company” refer to ManpowerGroup Inc. and its consolidated subsidiaries. Item 1. Business Introduction and History ManpowerGroup Inc. is a global leader in innovative workforce solutions. Through our network of approximately 2,100 offices in more than 70 countries and territories, we put millions of people to work each year with our global, multinational and local clients across all major industry segments. Our strong and distinct brands provide specialized solutions that drive organizations forward, accelerate individual success and help build more sustainable communities. We power the future of work. By offering a comprehensive range of workforce solutions and services, we help companies improve strategy, quality, and efficiency, increase productivity and reduce costs across their workforce to achieve their business goals. ManpowerGroup’s offerings of innovative workforce solutions and services include: • Recruitment and Assessment – By leveraging our trusted brands, industry knowledge and expertise, we identify the right talent in the right place to help our clients quickly access the people and skills they need when they need them. Through our industry-leading and AI-enabled assessments, we help people and organizations understand their strengths and potential, resulting in better job matches, higher retention and a stronger workforce. • Upskilling, Reskilling, Training and Development – Our global insights around evolving employer needs and our expertise in training and development help us prepare candidates and associates to succeed in today’s competitive marketplace. We offer an extensive portfolio of training courses and leadership development solutions that help clients maximize talent and optimize performance. • Career Management – We help individuals find meaningful work and manage their career journey through outplacement services and targeted skills development. By helping individuals and organizations manage workforce transitions and career changes, we unleash human potential. • Outsourcing – We provide clients with outsourcing services related to human resources functions primarily in the areas of large-scale recruiting and workforce-intensive initiatives that are outcome-based, thereby sharing in the risk and reward with our clients. • Workforce Consulting – We help clients create and transform their workforce strategy to achieve their business strategy, increase business agility and flexibility, and accelerate individuals' and business success. Our expert family of global brands - Manpower, Experis and Talent Solutions - provide innovative workforce solutions across the globe for hundreds of thousands of organizations every year. Manpower is a global leader in contingent staffing and permanent recruitment, providing strategic and operational flexibility to organizations and connecting people to meaningful work while helping them develop skills to stay employable. With our data driven insight into people’s motivation, skills adjacencies, and performance potential, we provide learning programs, on the job training and market based certifications for rapid reskilling and upskilling at scale. Experis is a global leader in information technology (IT) professional resourcing and project services specializing in Enterprise Applications, Business Transformation, Cloud and Infrastructure, Digital Workspace and Cyber Security. As digital transformation and skills shortages continue in the technology field, Experis provides talent with the combination of in-demand technical skills together with the soft skills that are critical for business success. Talent Solutions Talent Solutions delivers integrated and data-driven workforce solutions to help clients more effectively attract, acquire, develop and retain qualified talent. Our lines of business — RPO, TAPFIN-MSP and Right Management — are seamlessly integrated with our PowerSuite™ HR tech stack to deliver workforce solutions that span the talent lifecycle across multiple countries at scale. The rapid expansion and application of AI across our enterprise is enhancing these offerings, making them increasingly predictive, precise and efficient. 3 Part I Our leadership position enables us to be a pathway to quality employment opportunities for people at all points in their career journey and we have connected people to meaningful work for over 75 years. Governments and policy makers in the markets where we operate look to us to provide employment advice, opportunities and training to assist the unemployed in gaining the skills they need to enter the workforce, providing a bridge to employment and helping build more sustainable communities. We, and our predecessors, have been in business since 1948 when we were incorporated as a Wisconsin corporation, and have had our shares listed on the New York Stock Exchange since 1967. Our website is www.manpowergroup.com . The Investor Relations section ( investor.manpowergroup.com ) provides our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission. In addition, we also make available through our website: • our amended and restated articles of incorporation and amended and restated bylaws; • our ManpowerGroup code of business conduct and ethics; • our corporate governance guidelines; • our insider trading policy; • our anti-corruption policy; • the charters of the Audit, People, Culture & Compensation and Governance & Sustainability Committees of the Board of Directors; • our guidelines for selecting board candidates; • our categorical standards for relationships deemed not to impair independence of non-employee directors; • our independent auditors' services policy; • our executive officer stock ownership guidelines; • our outside director stock ownership guidelines; and • our regular updates on sustainability. Documents available on the website are also available in print for any shareholder who requests them. Requests may be made by writing to Corporate Secretary, ManpowerGroup, 100 Manpower Place, Milwaukee, Wisconsin 53212. We are not including the information contained on or available through our website as a part of, or incorporating such information by reference into, this Annual Report on Form 10-K. Our Operations Client demand for wo Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations 32 Item 7A Quantitative and Qualitative Disclosures About Market Risk 44 Item 8 Financial Statements and Supplementary Data 47 Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 93 Item 9A Controls and Procedures 93 Item 9B Other Information 94 Item 9C Disclosures Regarding Foreign Jurisdictions that Prevent Inspections 94 PART III Item 10 Directors, Executive Officers and Corporate Governance 95 Item 11 Executive Compensation 95 Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 96 Item 13 Certain Relationships and Related Transactions, and Director Independence 96 Item 14 Principal Accounting Fees and Services 96 PART IV Item 15 Exhibits and Financial Statement Schedules 97 Item 16 Form 10-K Summary 100 SIGNATURES 101 Part I PAR T I The terms “we,” “our,” “us,” "ManpowerGroup," or “the Company” refer to ManpowerGroup Inc. and its consolidated subsidiaries. Item 1. Business Introduction and History ManpowerGroup Inc. is a global leader in innovative workforce solutions. Through our network of approximately 2,100 offices in more than 70 countries and territories, we put millions of people to work each year with our global, multinational and local clients across all major industry segments. Our strong and distinct brands provide specialized solutions that drive organizations forward, accelerate individual success and help build more sustainable communities. We power the future of work. By offering a comprehensive range of workforce solutions and services, we help companies improve strategy, quality, and efficiency, increase productivity and reduce costs across their workforce to achieve their business goals. ManpowerGroup’s offerings of innovative workforce solutions and services include: • Recruitment and Assessment – By leveraging our trusted brands, industry knowledge and expertise, we identify the right talent in the right place to help our clients quickly access the people and skills they need when they need them. Through our industry-leading and AI-enabled assessments, we help people and organizations understand their strengths and potential, resulting in better job matches, higher retention and a stronger workforce. • Upskilling, Reskilling, Training and Development – Our global insights around evolving employer needs and our expertise in training and development help us prepare candidates and associates to succeed in today’s competitive marketplace. We offer an extensive portfolio of training courses and leadership development solutions that help clients maximize talent and optimize performance. • Career Management – We help individuals find meaningful work and manage their career journey through outplacement services and targeted skills development. By helping individuals and organizations manage workforce transitions and career changes, we unleash human potential. • Outsourcing – We provide clients with outsourcing services related to human resources functions primarily in the areas of large-scale recruiting and workforce-intensive initiatives that are outcome-based, thereby sharing in the risk and reward with our clients. • Workforce Consulting – We help clients create and transform their workforce strategy to achieve their business strategy, increase business agility and flexibility, and accelerate individuals' and business success. Our expert family of global brands - Manpower, Experis and Talent Solutions - provide innovative workforce solutions across the globe for hundreds of thousands of organizations every year. Manpower is a global leader in contingent staffing and permanent recruitment, providing strategic and operational flexibility to organizations and connecting people to meaningful work while helping them develop skills to stay employable. With our data driven insight into people’s motivation, skills adjacencies, and performance potential, we provide learning programs, on the job training and market based certifications for rapid reskilling and upskilling at scale. Experis is a global leader in information technology (IT) professional resourcing and project services specializing in Enterprise Applications, Business Transformation, Cloud and Infrastructure, Digital Workspace and Cyber Security. As digital transformation and skills shortages continue in the technology field, Experis provides talent with the combination of in-demand technical skills together with the soft skills that are critical for business success. Talent Solutions Talent Solutions delivers integrated and data-driven workforce solutions to help clients more effectively attract, acquire, develop and retain qualified talent. Our lines of business — RPO, TAPFIN-MSP and Right Management — are seamlessly integrated with our PowerSuite™ HR tech stack to deliver workforce solutions

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