MAN 10-K & 10-Q changes, risk factors and insider trading

Our profitability is sensitive to decreases in demand. Based on current macroeconomic conditions, there is a significant risk that some of our most important markets will experienceexperience, aor recession,continue to experience, recessionary pressure, which would likely be accompanied by a decline in demand for our services. When demand drops or remains low, our operating profit is impacted unfavorably as we experience a deleveraging of our selling and administrative expense base as expenses do not decline as quickly as revenues. For example, our ability to achieve cost containment through reductions in our headcount may be impeded or slowed by applicable legal requirements to consult with employee representative bodies such as works councils. In periods of decline, we may not be able to reduce selling and administrative expenses without negatively impacting the long-term potential of our branch network and brands. Additionally, some clients may slow the rate at which they pay us, or become unable to pay their obligations and our cash flow and profitability may suffer.

There is a risk that economic conditions in European markets or elsewhere may continue to be negatively impacted by geopolitical events. In recent years these have included labor unrest, civil protest, heightened trade tensions, refugee crises, and military conflicts, including the ongoing conflicts between Russia and Ukraine and Israel and Hamas.conflicts. We cannot predict the potential consequences arising from these conflicts and the further escalation of geopolitical tensions globally, including whether they could have an effect on the global economy and on our business and results of operations. Geopolitical events could give rise to the imposition of further sanctions, regional or international expansion of current conflicts, instability in energy supplies, potential retaliatory action by governments, heightened cybersecurity threats, disruptions in the global supply chain, volatility in foreign exchange rates, and inflationary pressures. Any of these events or trends could have a material adverse effect on our business and operating results, particularly our European operations.

There is a risk we may not be able to respond with sufficient speed and agility to the needs of our diverse clients, which span all industries and whose needs may change rapidly as their businesses and industries evolve. The size and breadth of our organization, comprising approximately 26,70025,400 employees based out of overapproximately 2,100 offices in approximatelymore 75than 70 countries and territories, may make it difficult for us to effectively manage our resources, to maintain our corporate culture throughout the organization, to drive service improvements and to provide coordinated solutions to our clients who require our services in multiple locations. For example, client demands for uniform service across borders may be difficult to satisfy because of variation in local laws and customs. We see a trend in more multi-country and enterprise-level relationships, and we may have difficulty in profitably managing and delivering projects involving multiple countries. Also, our size and organizational structure may make it difficult to develop and implement new processes and tools across the enterprise in a consistent manner. If we are not effective at anticipating or meeting the widely ranging needs of our current and prospective clients, or our competitors are more agile or effective at doing so, our business and financial results could be materially adversely affected.

In connection with the operation of our business, we store, process and transmit a large amount of data, including personnel and payment data, about our employees, clients, associates and candidates, a portion of which is personal data and/or confidential data. We expect our use of data to increase, including through the use of analytics, AI and machine learning (ML). In engaging in these data-related activities, we rely on our own technology systems and software, and those of third-party vendors we use for a variety of processes, including, but not limited to cloud-based technology and systems, mobile technologies and social media. Unauthorized access to, disclosure, modification, use or loss of personal or confidential data may occur through various methods. These include, but are not limited to, ransomware, systems failure, employee negligence or malfeasance, fraud or misappropriation, or unauthorized access to or through our information systems, whether by our employees, vendors or third parties, including a cyberattack by hackers, members of organized crime and/or state-sponsored organizations, who may develop and deploy supply chain interruptions, social engineering attacks, viruses, worms or other malicious software programs, or obtain credentials to our systems through other unrelated cyberattacks.cyber attacks.

An incident involving disclosure, system failure, data modification, loss or security breach could harm our reputation and subject us to significant monetary damages or losses, litigation, negative publicity, regulatory enforcement actions, fines, criminal prosecution, as well as liability under our contracts and laws that protect personal and/or confidential data, resulting in increased costs or loss of revenues. Cybersecurity threats continue to increase in frequency and sophistication, thereby increasing the difficulty of detecting and defending against them. In the past, we have experienced data security breaches resulting from unauthorized access to our systems and other fraudulent activities, such as social engineering, which to date have not had a material impact on our operations or financial results. We regularly engage an independent external security firm to assess our defenses to a potential cyberattack, and these assessments may uncover new or additional vulnerabilities and weaknesses that could lead to a compromise of our systems and/or a loss of personal data. InAs a recentresult evaluation,of previous assessments, vulnerabilities were identified that could facilitate or contribute to a security incident involving personal data. The assessment firm was able to penetrate defensive protections adopted by us, as well as protections that we obtain from third party providers. We are prioritizing the resolution of security gaps that could lead to a loss of personal data or to other damage. Despite our efforts to identify and address vulnerabilities in our systems, vulnerabilities in software products used by us are disclosed by our software providers on a daily basis, and attackers grow continuously more sophisticated in their attack methods, which may additionally make use of AI technology such as AI-generated 'deep-fake' impersonation or social engineering, making it impossible to give assurance that our cybersecurity efforts will be successful.

Leveraging AI-based technology for our internal operations and service offerings presents risks, costs, and challenges as we begincontinue to implement AI capabilities, including generative AI, to improve our operating efficiency and develop client offerings. If we fail to continue to develop and implement AI-based services and solutions or if those technologies fail to perform as predicted, we may not be able to recover our investment in these technologies and we may fail to realize the potential growth benefits of AI.

The development, adoption, and use of AI technologies is still in early stages and could involve significant legal, reputational and financial harm. AI algorithms and training methodologies may be flawed and datasets may be overbroad,over-broad, insufficient, or contain biased information. Moreover, the use of AI may give rise to risks related to harmful content, accuracy, bias, intellectual property infringement or misappropriation, defamation, data privacy, cybersecurity and health and safety, among others. These risks also bring the possibility of new or enhanced governmental or regulatory scrutiny, litigation or other legal liability, or ethical concerns that could adversely affect our business, reputation, or financial results.

Evolving rules, regulations, and industry standards governing AI may require us to incur significant costs to modify, maintain, or align our business practices, services and solutions to comply with US and non-US rules and regulations, the nature of which cannot be determined at this time and may be inconsistent across jurisdictions. Several jurisdictions where we operate are considering or have enacted legislationlegislation, guidance and policies regulating AI, such as the European Union’s AI Act. These regulations may impose significant requirements on how we design, build and deploy AI and use AI to make employment decisions on behalf of ourselves or our clients.

Our business depends on our ability to attract and retain qualified associates who meet the requirements of our clients and possess skill sets and experience that match client needs. In many markets, we have recently experienced an unusually tight labor market, with historically low levels of unemployment, and there is a risk that we may be unable to meet our clients’ requirements in identifying an adequate number of associates. These labor shortages have been exacerbated by employees and potential employees leaving the labor market due to burn-out, resignation, early retirement, immigration challenges,challenges (such as changes in visa cost and availability), workplace safety concerns, and childcare responsibilities. Workers have also impacted the labor market through increasing demands for change in employment conditions, such as demands for higher wages, remote work, and additional flexibility in work schedule. We must continually evaluate and upgrade our base of available qualified personnel through recruiting and training programs to keep pace with changing client needs and emerging technologies. This is especially acute for individuals with critical IT capabilities and other technology skills that are in high demand by many companies, as competition for such individuals with proven professional skills is intense, and we expect demand for such individuals to remain strong for the foreseeable future. Qualified personnel with relevant skills may not be available to us in sufficient numbers and on terms of employment acceptable to us. Additionally, our clients may look to us for assistance in identifying and integrating into their organizations’organizations workers from diverse backgrounds, and who may represent different generations, geographical regions, and skillsets.skill sets. These needs may change due to business requirements, or in response to geopolitical and societal trends. There is a risk that we may not be able to identify workers with skills that match client demand, or that our training programs may not succeed in developing effective or adequate skills. If we fail to recruit, train and retain qualified associates who meet the needs of our clients, our reputation, business and financial results could be materially adversely affected.

With operations in approximatelymore 75than 70 countries and territories around the world, we are subject to numerous risks outside of our control, including risks arising from political unrest and other political events, regional and international hostilities and international responses to these hostilities, strikes and other worker unrest, natural disasters, the impact of global climate change, acts of war, terrorism, international conflict, severe weather conditions, pandemics, and other global health emergencies, disruptions of infrastructure and utilities including energy, cyberattacks, and other events beyond our control.

Our business strategy also includes continuing efforts to transform how we use personnel and technology to manage our financial administration and to enhance our efficiency and delivery of services. For example, in 2024 we continuedcontinue to progress in our deployment of PowerSuite, ourimplement global cloud-based platforms forin an effort to improve our front and back office. In addition, during 2024, we opened our Global Business Services center in Porto, Portugal, our regional finance center to serve all of Europe and a central component of our global strategy to standardize, centralize and transform finance service delivery.

Our business could be impacted in several ways by our corporate sustainability initiatives, including our goals for sustainability, diversity, and inclusion.initiatives.

We may experience increased compliance burdens and costs in order to make disclosures or implement our initiatives, including those costs associated with any new legal or regulatory requirements (such as the EU Corporate Sustainability Reporting Directive (CSRD)), or voluntary standards and commitments, designed to mitigate climate change or address human capital management concerns. We will be required to report on CSRD commencing in 2025 (filing in 2026) and will be subject to limited assurance requirements by a third party. If we are not able to implement processes and controls to accumulate data to support the disclosures in a timely manner, we may not be able to meet the regulatory requirements and reporting timelines or fail to meet the limited assurance requirements.

These risks could have a material adverse effect on our business because they may result in substantial costs to us and disrupt our business. The integration of prior acquisitions, as well as entry into future acquisition transactions, could materially adversely affect our business, financial condition, results of operations and liquidity. Additionally, we have incurred, and may in the future incur impairment losses on goodwill and other intangible assets with an indefinite lifeindefinite-life or restructuring charges as a result of acquisitions we make.

Occasionally, we dispose of parts of our operations based on risk considerations and to optimize our global strategic and geographic footprint and overall efficiency. We have engaged in such dispositions in the past, including the dispositions of our businesses in South Africa and New Caledonia in 2025, South Korea and Austria in 2024, and the Philippines in 2023 and Russia and Hungary in 2022, respectively.2023. We expect that we will continue to dispose of portions of our business that are not meeting our performance or strategic objectives. Among other alternatives, this could take the form of a closure of a business, the contribution of the business to a joint venture, or an exit by means of a sale to, or a franchise arrangement with, a third party. There are risks and costs associated with any exit activities, which could include difficulties in the separation of operations, services or personnel, the diversion of management attention, and the disruption of our business. Any such transactions may require regulatory or governmental approvals, which could impede the transaction. Divestitures may also involve continued financial involvement in, or liability with respect to, the divested businesses. As a result of divestiture transactions, we could incur severance charges for personnel and payments for lease and other commitments, charges from the impairment or write-off of assets, and other financial loss due to the transaction. Furthermore, there is the risk that we might lose customers, in particular multinational clients with operations in the exited countries or operations. Additionally, if we choose to enter into a franchise arrangement for a third party to operate our business in the exited region using our trademarks and other licensed assets, we face potential counterparty and reputational risks arising from the franchisee’s operation of the business. The reputational risks include the risk that marketplace participants, including clients, candidates and the media, may believe that we continue to control the operations of a divested or franchised business that operates utilizing our name or other trademarks.

Our working capital is primarily in the form of trade receivables which generally increase as sales increase. One of the ways in which we measure our working capital is in terms of working capital as a percentpercentage of revenue with a focus on Days Sales Outstanding (“DSO”). During periods of decline or uncertainty, our clients may slow the rate at which they pay their vendors, or they may become unable to pay their obligations. In addition, some clients have begun to impose more challenging billing terms, which increases the length of time before we receive payment for services. If our clients become unable to pay amounts owed to us, or pay us more slowly, then our DSO will increase, and our cash flow, liquidity, and profitability may suffer.

As of December 31, 2024,2025, we had $952.8$1,677.1 million of total debt. On December 15, 2025, we offered and sold €500.0 aggregate principal amount of the Company’s 3.750% notes due December 2030. The net proceeds from the 2025 €500.0 notes of €497.4 were used in January 2026 to redeem our 2018 €500.0 notes due June 22, 2026. Our level of debt and the limitations imposed on us by our credit agreements could have important consequences for investors, including the following:

In addition, changes in tax laws, treaties or regulations, or their interpretation or enforcement, have become more unpredictable and may become more stringent, which could materially adversely affect our tax position. A number of countries where we do business, including the United States and many countries in the European Union, have implemented, and are considering implementing, changes in relevant tax, accounting and other laws, regulations and interpretations. The overall tax environment has made it increasingly challenging for multinational corporations to operate with certainty about taxation in many jurisdictions. For example, a number of members of the Organization for Economic Co-operation and Development (OECD) have agreed to enact the Pillar Two international tax reform, which introduces a global minimum effective tax rate whereby certain multinational groups are subject to a 15% minimum tax on income derived in low-tax jurisdictions. These rules became effective in some countries in 2024.2024 with multiple countries and the OECD continuing to issue relevant legislation and guidance. As another example, in February 20252026 the French government enactedpassed legislationthe resultingFinance inBill for 2026 which includes a one-year temporaryextension increaseof inthe corporate income tax surcharge that was originally enacted for tax year 2025 and increased the corporate income tax rate for our French business from 25.825% to 36.125%36.125%. In addition, the United States Work Opportunity Tax Credit (WOTC) has not been renewed for 20252026 at this time. If WOTC is enacted in the United States and aretroactively three-year delayapplied to the scheduled phase-outbeginning of the2026, French business tax (CVAE). Wewe estimate thisit legislationwould will increasereduce our consolidatedfull globalyear effectiveestimated tax rate in the range of 4%1.0 to 5%1.5% based on current projections. These proposed and enacted changes in tax laws, treaties or regulations, or their interpretation or enforcement, could have a material adverse impact on our current or future tax positions.

We are in the business of employing people and placing them in the workplaces of other businesses. Risks relating to these activities could include possible claims of or relating to:

We have and may continue to incur fines and other losses or negative publicity with respect to the above risks. In addition, some or all of these claims may give rise to litigation, which could be time-consuming to our management team and costly and could have a negative impact on our business regardless of the merits of the claim. For example, in the past, we have devoted considerable time and expense to resolve several California-based “wage and hour” claims that asserted deficiencies in our payroll practices, and we are often sued by plaintiffs in various other employment-related matters, including those seeking class action status in the US. It is likely we will continue to experience similar claims in the future, which may increase in number as a result of remote working assignments as well as increasing employment regulation at the state and local level.

DuringThroughout 2024,2025, the United States dollar strengthened,weakened, on average, relative to the currencies in most of our markets, and overall had ana unfavorablefavorable impact on our reported results. The changes in the foreign currency exchange rates had a -2.2%2.7% unfavorablefavorable impact on revenues from services and an approximately $0.15 per share unfavorable impact on net earnings per share – diluted in 2024.services. Substantially all of our subsidiaries derive revenues from services and incur expenses within the same local currency and generally do not have cross-currency transactions, and therefore, changes in foreign currency exchange rates primarily impact reported earnings and not our actual cash flow unless earnings are repatriated. To understand the performance of our underlying business, we utilize constant currency or organic constant currency variances for our consolidated and segment results.

During 2024,2025, we experienced the following quarterly changes to our consolidated revenues compared to 20232024: a -7.3%-7.1% decrease (-4.6% in constant currency and -2.4% in organic constant currency) in revenue in the first quarter due to decreased demand in our Manpower staffing business and softening demand forin staffingour servicesExperis interim business; revenue stayed flat (-3.5% in constant currency and -1.4% in organic constant currency) in the second quarter due to increased economic uncertainty, partially offset by an increase in demand for our RightManpower Managementstaffing outplacementbusiness servicesoffset by decreased demand in our Experis interim business; a revenue decreaseincrease of -6.9%2.3% in the second quarter due to the continued softening demand for staffing and permanent recruitment services; (a revenue decrease of -3.1%-1.5% in constant currency and an increase of 0.7% in organic constant currency) in the third quarter due to the continued softening demand for staffing services, partially offset by an increase in demand for our RightManpower Managementstaffing outplacementbusiness servicesand decreased demand in our Experis interim business; and ending the year with a -5.0%7.1% (1.3% in constant currency and 2.2% in organic constant currency) revenue decreaseincrease in the fourth quarter of 20242025 due to the continuing decreaseincrease in demand for our Manpower staffing services.

During 20242025 compared to 2023,2024, most of our markets experienced revenueincreased decreasesrevenues due to currency exchange rates partially offset by softening demand for our staffingstaffing, interim and permanent recruitment services and the strengthening of the dollar in certain markets, partially offset by increased demand for our Right Management outplacement services. We experienced a -4.3%2.9% revenue decreaseincrease in the Americas primarily driven by the unfavorable impact of currency exchange rates and a decrease in demand for our Experis interim services, partially offset by an increase in demand for our Manpower staffing services, an increase in demand for our Talent Based Outsourcing (TBO) business and an increase in demand for our Right Management outplacement services.services, partially offset by a decrease in demand for our Experis interim services and the unfavorable impact of currency exchange rates. We experienced a -3.5%2.7% revenue decreaseincrease in Southern Europe, primarily driven by the favorable impact of currency exchange rates, partially offset by a decrease in demand for our Manpower staffing and Experis staffing/interim services and a decrease in demand for our permanent recruitment services, partially offset by an increase in demand for our Right Management outplacement services. We experienced a revenue decrease of -11.8%-4.3% in Northern Europe, primarily due to decreased demand in our Manpower staffing and Experis staffing/interim services,services and decreased demand in our permanent recruitment business and decreased demand for our Experis solutions services,business, partially offset by increased demand in our TAPFIN - Managed Service Provider (MSP) business and increased demand for our Right Management outplacement services. We experienced a -6.9% revenue decrease in APME, primarily driven by the unfavorablefavorable impact of currency exchange rates,rates. decreasedWe demand in our permanent recruitment business andexperienced a -5.5% revenue decrease in demandAPME indriven by the disposition of our TBOSouth Korea business, partially offset by an increase in demand for our Manpower staffing services, the favorable impact of currency exchange rates, and an increase in demand for our Experis staffing/interim services.

From a brand perspective, we experienced a revenue decreaseincrease in Manpower, partially offset by revenue decreases in our Experis and Talent Solutions brands during 20242025 compared to 2023.2024. The revenue decreaseincrease in our Manpower brand was due to decreased demand for our staffing services and the unfavorablefavorable impact of currency exchange rates.rates, partially offset by decreased demand for our outcome based services and permanent placement business. In our Experis brand, the revenue decrease was primarily due to decreased demand for our interim servicesservices, decreased demand for our Experis consulting business, and decreased demand for our Experis solutionspermanent placement services. The revenue decrease in our Talent Solutions brand, which includes Recruitment Process Outsourcing (RPO), TAPFIN - MSP, and our Right Management offerings, was driven primarily by decreased activity in our RPO permanent recruitment business, partiallyand offset by increaseddecreased demand for our Right Management outplacement services and increased demand in our MSP business.services.

In 20242025 our gross profit margin decreased 5060 basis points compared to 20232024 primarily due to decreases in our permanent recruitment business, including Talent Solutions RPO, as permanent hiring demand continued to soften and experienced reduced levels from the prior year periodperiod. andAlso, we experienced a decrease in staffing/ and interim margins due to mix shifts andtowards lowerenterprise volumes while pricing remained stable. The decrease was partially offset by increased career transition activity in Right Management as outplacement activity increased.accounts.

In 20242025 our operating profit increaseddecreased 19.6%-50.9% while our operating profit margin increaseddecreased 3090 basis points compared to 2023.2024. The operating profit margin increaseddecreased primarily due to a reduction in selling and administrative expenses, including wind down charges related to our Germany Proservia business and goodwill impairment charges in 2023, as a percent of revenue, partially offset by the overall decrease in our gross profit margin,margin as notedwell above.as an increase in selling and administrative expenses due to increased goodwill and intangible asset impairments, corporate expense, and restructuring.

During the year, we initiated significant restructuring actions on businesses heavily impacted by the continuing declineeconomic in activity.uncertainty. With these actions, we expect our overall cost structure to decline. We expect to continue to monitor expenses closely to maintain the benefit of our efforts to optimize our organizational cost structures. At the same time, we plan to invest appropriately to enable the business to grow in the future and enhance our productivity, technology and digital capabilities. We are focused on managing costs as efficiently as possible in the short term while continuing to progress transformational actions aligned with our strategic priorities.

The year-over-year decreaseincrease in revenues from services of -5.6%0.6% (-3.4%-2.1% in constant currency and -3.0%-0.2% in organic constant currency) was attributed to:

a revenue decreaseincrease in the Americas of -4.3%2.9% (increase of 3.1%4.4% in constant currency) primarily driven by the $325.8 unfavorable impact of currency exchange rates and a $144.8 decrease in demand for our Experis interim services, partially offset by a $248.8$292.1 increase in demand for our Manpower staffing services, a $24.4$14.6 increase in demand for TBOTBO, andpartially offset by a $9.3$133.5 increasedecrease in demand for our RightExperis Managementinterim outplacementservices services.and the $60.9 unfavorable impact of currency exchange rates. The United States, our largest market in the Americas, experienced a revenue decrease of -3.5%-1.1% primarily driven by a $105.4$117.4 decrease in demand for our Manpower and Experis staffing/interim services and a $6.7$16.1 decrease in demand for our permanent recruitment services, partially offset by a $7.9$75.0 increase in demand for our RightManpower Management outplacementstaffing services;

a revenue decreaseincrease in Southern Europe of -3.5%2.7% (-3.3%-2.0% in constant currency and -3.1%-1.5% in organic constant currency) primarily driven by a $273.0$386.0 favorable impact due to currency exchange rates and a $17.4 increase in demand for our consulting services, partially offset by a $142.9 decrease in demand for our Manpower andstaffing Experisservices, staffing/interima services$27.5 decrease in demand for our outcome based solutions and aan $23.9$8.6 decrease in demand for our permanent recruitment services, partially offset by a $14.6 increase in demand for our Right Management outplacement services. France, the largest market in Southern Europe, experienced a revenue decrease of -5.1%-1.6% (-5.1%-5.9% in constant currency) primarily driven by a $248.2$250.1 decrease in demand for our Manpower staffing services, partially offset by a $12.6$197.4 increasefavorable inimpact demandfrom forcurrency ourexchange Right Management outplacement services.rates. Italy, our second-largest market in Southern Europe, experienced a revenue decreaseincrease of -1.9%8.6% (-1.8%3.8% in constant currency) primarily driven by an $80.5 favorable impact in currency exchange rates, a $24.7$61.0 decreaseincrease in demand for our Manpower staffing services and aan $7.0$11.4 decreaseincrease in demand for our permanentconsulting recruitment servicesbusiness;

a revenue decrease in Northern Europe of -11.8%-4.3% (-12.9%-8.3% in constant currency and -8.1% in organic constant currency), primarily due to decreased demand of $390.1$112.0 for our Experis interim services, an $85.5 decrease in demand for our Manpower and Experis staffing/interim services, decreaseda $25.2 decrease in demand of $33.7 in our permanent recruitment businessbusiness, and decreaseda $19.2 decrease in demand of $78.7 forin our Experisconsulting solutions services,business, partially offset by the $39.5$132.4 favorable impact of currency exchange rates, increased demand of $11.9 within our MSP business and increased demand of $6.2 for our Right Management outplacement services.rates. Within our Northern Europe segment, we experienced revenue decreases in the United Kingdom of $157.3,$101.5, Germany of $97.2, the Nordics of $175.2, Germany of $84.5, the$12.8, Netherlands of $6.7$2.3 and an increase in Belgium of $10.9,$27.0, which represented revenue decreases of -12.1%,-8.9%, -21.8%,-20.4%, -15.1%, -1.8%-2.0%, and -3.4%,-0.6% and an increase of 8.7%, respectively (-14.5%,-11.7%, -21.2%,-23.7%, -15.2%, -1.8%-7.0%, and -3.4%,-4.9% and an increase of 3.7%, respectively, in constant currency); and a revenue decrease in APME of -6.9%-5.5% (-2.3%-6.3% in constant currency and an increase of 1.2%7.4% in organic constant currency) primarily driven by the $107.4disposition unfavorableand franchising of our South Korea business in 2024. Offsetting the disposition was an increase in demand of $122.9 in our Manpower staffing business, a $17.3 favorable impact of currency exchange rates, a $53.9 decrease in demand for our permanent recruitment services and a $44.3 decrease in demand in our TBO business, partially offset by a $46.3an increase in demand forof $8.3 in our Manpower and Experis staffing/interim services.service.

a 4025 basis point unfavorable impact due to decreases in permanent recruitment, including Talent Solutions RPO, as permanent hiring demand continued to soften and experienced reduced levels from the prior year period; and a 20 basis point unfavorable impact from the decrease in staffing/interim margins due to mix shifts and lower volumes while pricing remained stable; partially offset by a 10 basis point favorable impact from increased career transition activity in Right Management as outplacement activity increased.

a 5025 basis point favorableunfavorable impact asfrom athe result of lower restructuring costs incurreddecrease in 2024staffing comparedand interim margins due to 2023mix shifts towards enterprise clients; and a 3010 basis point favorableunfavorable impact asfrom wedecreased anniversariedcareer thetransition impact of goodwill impairment chargesactivity in 2023.Right Management as outplacement activity increased.

Interest and other expenses, net is comprised of interest, foreign exchange gains and losses and other miscellaneous non-operating income and expenses, including those associated with noncontrolling interests. Interest expense, net was $67.6 in 2025 compared to $56.7 in 2024 resulting from increased short term borrowings in 2025 compared to $45.5 in 2023 primarily due to increased revolver and other short-term borrowings at a higher interest rate during the period.2024. Foreign exchange loss, net was $6.2$6.5 in 20242025 compared to $21.8$6.2 in 2023 primarily due to a reduction in foreign currency exchange losses in Argentina.2024. Miscellaneous income, net was $13.7$17.4 in 20242025 compared to $17.4$13.7 in 2023.2024.

Net loss per share - diluted was $0.29 in 2025 compared to net earnings per share - diluted wasof $3.01 in 20242024. comparedGoodwill toand $1.76other inimpairment 2023. Restructuring costscharges recorded in 2024 and 20232025 negatively impacted net earnings per share - diluted by approximately $1.10$1.78 per share, net of tax. Restructuring costs recorded in 2025 and $2.742024 negatively impacted net earnings per share - diluted by approximately $1.16 and $1.10 per share, net of tax, in 20242025 and 2023,2024, respectively. LossesThe relatedloss tofrom ourthe Proserviadisposition Germanyof windsubsidiaries downrecorded in 2024the of 2025 and other items unfavorably impacted net earnings per share - diluted by approximately $0.19,$0.26, net of tax, in 2024. Foreign currency exchange rates in 2024 unfavorably impacted net earnings per share - diluted by approximately $0.15 per share, net of tax, in 2024.tax. The pension settlement expense recorded in 20242025 and 20232024 negatively impacted net earnings per share - diluted by approximately $0.08$0.04 and $0.12,$0.08, net of tax, in 20242025 and 2023,2024, respectively. Goodwill and other impairment charges recorded in 2023 negatively impacted net earnings per share - diluted by approximately $1.13 per share, net of tax, in 2023, respectively.

In the Americas, revenues from services decreasedincreased -4.3%2.9% (increase of 3.1%4.4% in constant currency) in 20242025 compared to 2023.2024. In the United States, revenues from services decreased -3.5%-1.1% in 20242025 compared to 2023,2024, primarily driven by a $105.4$117.4 decrease in demand for our Manpower and Experis staffing/interim services and a $6.7$16.1 decrease in demand for our permanent recruitment services, partially offset by a $7.9$75.0 increase in demand for our RightManpower Management outplacementstaffing services. In Other Americas, revenues from services decreasedincreased -5.8%10.6% (increase of 15.2%14.8% in constant currency) in 20242025 compared to 20232024 primarily driven by a $217.1 increase in demand for our Manpower staffing service and a $14.6 increase in demand for our TBO business, partially offset by the $325.8$60.9 unfavorable impact of foreign currency exchange rates,rates partially offset byand a $202.1$16.1 increasedecrease in demand for our Manpower and Experis staffing/interim services and a $24.6 increase in demand for our TBO business.service. The constant currency increase in Other Americas was primarily duedriven toby the inflation in Argentina. Within our Other Americas segment, we experienced decreasesincreases in ArgentinaChile, Colombia, Peru, and CanadaArgentina of $60.6,$49.9, $39.9, $30.9, and $11.8, or -32.4%,37.2%, 25.4%, 24.8%, and $43.1, or -12.1%,9.4%, respectively (125.3%37.9%, 23.9%, 18.3%, and -10.8%,47.5%, respectively, in constant currency), partially offset by a revenue increasedecrease in MexicoCanada of $3.9,$15.9, or 1.6%-5.1% (4.5%-3.3% in constant currency).

Gross profit margin decreased 50140 basis points in 20242025 compared to 2023.2024. This decrease was primarily due to decreased marginsdemand in our Experis interim services, which contributed 120110 basis points to the decrease and decreased demand in our Talent Solutions business, which contributed 40 basis points to the decrease. These decreases were partially offset by favorable impacts of currency exchange rates, which had a 50 basis point impact and increased margins in our Right Management outplacementtraining business, which had a 2010 basis point impact.

Selling and administrative expenses decreased -4.9%-3.2% (increase of 0.1%-2.1% in constant currency) in 20242025 compared to 2023,2024, primarily driven by the $43.1$11.9 decrease in non-personnel costs and the $8.5 favorable impact of currency exchange rates and a $9.5 decrease in consulting and outside services costs, partially offset by an $11.6 increase in salary related costs.rates.

OUP decreased -14.5%-3.3% (-8.9%-2.6% in constant currency) in 2024,2025, which represents a 3.4%3.1% OUP margin, a decrease from 3.8%3.4% in 2023.2024. This decrease was primarily due to decreased profitability in our United States business of $16.7,$11.7, which experienced decreased activity in our Experis interim business and decreased activity in our higher-margin permanent recruitment business, as noted above, partially offset by decreases to selling and administrative expenses as a percent of revenue. In the United States, OUP margin decreased to 2.8% in 2024 from 3.3% in 2023 primarily due to decreased activity in our higher-margin permanent recruitment and Manpower and Experis staffing/interim businesses, as noted above, partially offset by a decrease in our selling and administrative expenses as a percentpercentage of revenue. OtherIn Americasthe United States, OUP margin decreased to 4.4%2.4% in 2025 from 2.8% in 2024 from 4.6% in 2023 primarily due to andecreased increaseactivity in our Experis interim business and decreased activity in our higher-margin permanent recruitment business, partially offset by a decrease in our selling and administrative expenses as a percentpercentage of revenuerevenue. andOther decreasedAmericas grossOUP profitmargin marginsremained acrossflat ourat staffing4.4% andin interim2025 services.compared to 2024.

In Southern Europe, revenues from services decreasedincreased -3.5%2.7% (-3.3%-2.0% in constant currency and -3.1%-1.5% in organic constant currency) in 20242025 compared to 2023.2024. In France, revenues from services decreased -5.1%-1.6% (-5.1%-5.9% in constant currency) in 20242025 compared to 2023,2024, primarily driven by a $248.2$250.1 decrease in demand for our Manpower staffing services, partially offset by a $12.6$197.4 increase indue demandto forthe ourfavorable Rightimpact Managementof outplacementcurrency services.exchange rates. In Italy, revenues from services decreasedincreased -1.9%8.6% (-1.8%3.8% in constant currency) in 20242025 compared to 2023,2024, primarily driven by an $80.5 impact due to the favorable impact of currency exchange rates, a $24.7$61.0 decreaseincrease in demand for our Manpower staffing services and aan $7.0$11.4 decreaseincrease in demand for our permanentconsulting recruitment services.business. In Other Southern Europe, revenues from services decreasedincreased -0.9%7.2% (flat1.8% in constant currency and increase of 0.6%4.3% in organic constant currency) in 20242025 compared to 2023,2024, primarily driven by the $16.2$108.1 unfavorablefavorable impact of currency exchange rates and an $18.9 decrease in demand for our Experis solutions services, partially offset by a $13.5 increase in demand in our TBO business and an $8.8$46.2 increase in demand for our Manpower andstaffing Experisservices, staffing/interimpartially services.offset by a $17.0 decrease in demand in our TBO business. Within our Other Southern Europe segment, we experienced revenue decreasesincreases in SwitzerlandSpain and Israel of $50.4,$95.3 and $64.6, or -10.4%18.5% and 18.0%, respectively (-12.2%13.0% and 9.7%, respectively, in constant currency), partially offset by a revenue increasedecrease in SpainSwitzerland of $18.1,$28.0, or 3.7%-6.5% (3.7%-12.1% in constant currency).

Gross profit margin decreased 5040 basis points in 20242025 compared to 2023.2024. This decrease was primarily due to decreasedincreased activity in our higherlower margin Manpower staffing services, which contributed 30 basis points to the decrease,decrease and a decrease of activity inacross our permanent recruitmentplacement services, which contributed 20 basis points to the decrease and decreases across our Experis solutions services,business, which contributed 10 basis points to the decrease. These contributions were partially offset by increased demand in our higher-margin Right Management outplacement business which had a 10 basis point impact.

Selling and administrative expensesexpenses, decreasedexcluding -3.7%impairment charges, increased 4.8% (-3.6%0.1% in constant currency and -3.3%0.8% in organic constant currency) during 20242025 compared to 20232024 primarily due to athe $12.6unfavorable decreaseimpact inof salary-relatedcurrency costs,exchange arates $7.5of decrease$41.7, $8.2 increase in restructuring related expenses, a $6.8 decrease in bonusescosts, and sales$5.2 commissions and a $4.3 decreaseincrease in consulting and outside servicesservices, costs.partially offset by a $15.7 decrease in salary-related costs as a result of restructuring actions taken in prior years.

OUP decreased -15.0%-14.3% (-14.8%-18.4% in constant currency and -15.2%-18.8% in organic constant currency) in 2024,2025, which represents a 3.7%3.1% OUP margin, a decrease from 4.2%3.7% in 2023.2024. This OUP decrease was primarily due to decreased profitability in the France reporting unit of $36.4.$39.7. In France, the OUP margin decreased to 2.5% in 2025 compared to 3.3% in 2024 compared to 3.9% in 2023 primarily driven by an increase in sellinglower andmargin administrativestaffing expenses as a percent of revenuedemand and a decrease in our higher-margin permanent recruitment business. In Italy, the OUP margin decreased to 6.4% in 2025 from 6.7% in 2024 from 7.3% in 2023 primarily driven by anincreased increase in selling and administrative expenses as a percent of revenue and a decreasedemand in our higher-marginlower permanentmargin recruitmentstaffing business. In Other Southern Europe, the OUP margin decreased to 2.0%1.6% in 2025 from 2.1% in 2024 from 2.3% in 2023 primarily due to a decrease in gross profit margin as we saw decreased activity in higher-margin Experis solutions services, as noted above, partially offsetdriven by asofter decreasepermanent inrecruitment selling and administrative expenses as a percent of revenue.demand.

In Northern Europe, the largest country operations include the United Kingdom, the Nordics, Germany, the Netherlands and Belgium (comprising 35%,33%, 19%, 14%,12%, 11%12% and 9%,11%, respectively, of Northern Europe’s revenuesrespectively). In the Northern Europe region, revenues from services decreased -11.8%-4.3% (-12.9%-8.3% in constant currency and -8.1% in organic constant currency) in 20242025 compared to 2023,2024, primarily due to decreaseda decrease in demand of $390.1$112.0 for our Experis interim service, an $85.5 decrease in demand for our Manpower andstaffing Experisservice, staffing/interima services,decrease decreasedin demand of $33.7$25.2 in our permanent recruitment business and decreaseda decrease in demand of $78.7$19.2 forin our Experisconsulting solutions services,business, partially offset by the $39.5$132.4 favorable impact of currency exchange rates, increased demand of $11.9 within our MSP business and increased demand of $6.2 for our Right Management outplacement services.rates. Within our Northern Europe segment, we experienced revenue decreases in the United Kingdom of $157.3,$101.5, Germany of $97.2, the Nordics of $175.2,$12.8, Germany of $84.5, theand Netherlands of $6.7$ $2.3, and an increase in Belgium of $10.9,$27.0, which represented revenue decreases of -12.1%,-8.9%, -21.8%,-20.4%, -15.1%, -1.8%-2.0%, and -3.4%,-0.6% and an increase of 8.7%, respectively (-14.5%,decreases -21.2%,of -15.2%,-11.7%, -1.8%-23.7%, -7.0%, and -3.4%,-4.9% and an increase of 3.7%, respectively, in constant currency).

Selling and administrative expensesexpenses, excluding impairment charges, decreased -18.9%-9.0% (-19.7%-12.8% in constant currency and -12.7% in organic constant currency) in 20242025 compared to 2023.2024. The decrease is primarily driven by a $45.3$59.0 decrease in total personnel costs as we experience the impacts of significant restructuring actions taken in 20232025 and $30.62024 and a $15.1 decrease in restructuringoffice and lease related costs incurred in 20242025 compared to $120.42024, inpartially 2023.offset by an increase of $23.8 due to currency exchange rates.

OUPOperating unit loss in APMENorthern decreasedEurope -9.7%improved 2.9% (-4.0%7.5% in constant currency and -1.4%8.4% in organic constant currency), in 2024,2025, which represents a 3.9%-1.4% OUP margin, a decrease from 4.0%-1.3% in 2023.2024. ThisThe OUPlower decreaseoperating unit loss was primarily driven by thean decreased activityincrease in ourprofitability permanentin recruitmentGermany business,and the Nordics, which experienced profitability increases of $7.7 and $6.0, respectively, partially offset by aan OUP decrease in sellingthe andUnited administrativeKingdom expenses,of as noted above.$22.3.

Cash providedused byin operating activities was $309.2,$104.1 $348.2in and2025, $423.3as forcompared 2024,to 2023$309.2 andgenerated 2022,in respectively.2024. Changes in operating assets and liabilities generatedutilized $65.4$269.3 of cash,cash in 2025, compared to $98.7$65.4 generated and $139.7 utilized in 2024,2024. 2023These andchanges 2022, respectively. The decrease in 2024 from 2023 waswere primarily attributable to decreasedthe accountstiming receivableof collections and payments, as well as an increase in capitalized implementation costs related to our cloud computing arrangements, partially offset by an increase in accounts payable. The change in 2023 from 2022 was primarily attributable to a decrease in accounts receivable due to the slowdown in the demand for our services.arrangements.

Accounts receivable decreasedincreased to $4,770.3 as of December 31, 2025 from $4,297.2 as of December 31, 2024 from $4,830.0 as of December 31, 2023.2024. The decreaseincrease was partly attributable to the impact of changes in currency exchange rates. DSO decreasedincreased by twoapproximately and a halfthree days from December 31, 20232024 to 5255 days as of December 31, 20242025 due to anunfavorable increasedmix emphasischanges, onwith cashhigher collections.growth in countries with a higher average DSO.

Cash used in investing activities were $68.2, $74.1$59.2 and $85.3$68.2 for 2024, 20232025 and 2022,2024, respectively. Capital expenditures were $51.1, $78.2$57.3 and $75.6$51.1 during 2024, 20232025 and 2022,2024, respectively. These expenditures were comprised of purchases of computer equipment, office furniture and other costs related to office openings and refurbishments, as well as capitalized software costs of $10.1, $12.0$17.9 and $34.2$10.1 in 2024, 20232025 and 2022,2024, respectively. The higher expenditures in 2022 were primarily due to additional technology investments and the timing of capital expenditures.

During the firstsecond quarter of 2026, the United States dollar weakened on average, relative to the currencies in most of our markets, and overall had a favorable impact on our reported results compared to the first quarter of 2025.results. The changes in the foreign currency exchange rates had a 7.4%1.7% favorable impact on revenues from services. Substantially all of our subsidiaries derive revenues from services and incur expenses within the same local currency and generally do not have cross-currency transactions, and therefore, changes in foreign currency exchange rates primarily impact reported earnings and not our actual cash flow unless earnings are repatriated. To understand the performance of our underlying business, we utilize constant currency or organic constant currency variances for our consolidated and segment results.

During the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025, we experienced a 5.6%14.4% revenue increase in the Americas, primarily driven by an increase in demand for our Manpower staffing services and the favorable impact of currency exchange rates, partially offset by a decrease in demand for our Experis interim services. During the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025, we experienced a 14.6%7.4% revenue increase in Southern Europe, primarily due to an increase in demand for Manpower staffing services, the favorable impact of currency exchange ratesrates, and thean increasedincrease in demand for Manpowerour staffingExperis services,interim partially offset by decreased demand in outcome-based solutions.services. During the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025, we experienced ana 8.1%3.9% revenue increase in Northern Europe, primarily due to the favorable impact of currency exchange rates and an increase in demand for our Manpower staffing services,services and the favorable impact of currency exchange rates, partially offset by a decrease in demand for our Experis interim services. We experienced a 7.1%-1.2% revenue increasedecrease in APME in the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025 primarily due to the unfavorable impact of currency exchange rates, partially offset by an increase in demand for our Manpower staffing services and an increase in demand for our Experis interim services, partially offset by the unfavorable impact of currency exchange rates.services.

From a brand perspective, we experienced a revenue increaseincreases in Manpower and Talent Solutions while Experis experienced a revenue decrease in the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025. In our Manpower brand, the revenue increase was primarily due to increased demand for staffing services and ManpowerOutcome consultingBased services.Solutions. The revenue increase inIn our Talent Solutions brand, whichthe includesrevenue RPO, MSP and our Right Management offerings,increase was primarily due to currency,the anfavorable increaseimpact inof demandcurrency forexchange our Right Management outplacement services, partially offset by decreased demand for our permanent recruitment services.rates. The revenue decrease in our Experis brand was primarily due to decreased demand in our interim services,services and permanent recruitment services, and outcome-based solutions services.

In the firstsecond quarter of 2026, our gross profit margin decreased 11080 basis points compared to the firstsecond quarter of 2025, primarily attributable to decreases in our staffing and interim margins due to business mix changes driven by enterprise clients, lower bench utilization,shifts and lowerimpact permanentfrom recruitmentthe andsale otherof servicesthe activity.higher-margin Jefferson Wells U.S. business.

Our operating profit increased 0.5%$137.3 in the firstsecond quarter of 2026 and our operating profit margin decreasedincreased 10290 basis points compared to the firstsecond quarter of 2025. Operating profit margin decreasedincreased in the firstsecond quarter of 2026 primarily due to the increasenegative impact of impairment in selling and administrative expenses driven by the strategicprior transformation program costsyear related to our globalgoodwill transformationand initiative.indefinite lived intangible assets, the positive impact from the gain on sale of the Jefferson Wells U.S. business in the current year, and increased demand in our Manpower staffing services.

Operating Results - Three Months Ended MarchJune 31,30, 2026 and 2025

The following table presents selected consolidated financial data for the three months ended MarchJune 31,30, 2026 as compared to 2025.

The year-over-year increase in revenues from services was 10.3%7.5% (2.9%5.8% in constant currency and 6.1% in organic constant currency) primarily attributed to:

a revenue increase in the Americas of 5.6%14.4% (3.5%12.5% increase in constant currency and 13.9% in organic constant currency) primarily driven by a $77.9$126.1 increase in demand for our Manpower staffing services and a $21.7$20.0 favorable impact of currency exchange rates, partially offset by a $51.9$7.9 decrease in demand for our Experis interim services. The United States, our largest market in the Americas, experienced a revenue decreaseincrease of -4.9%6.0% (8.0% in organic constant currency) primarily driven by a $52.4$42.3 increase in demand for our Manpower staffing services, partially offset by a $10.3 decrease in demand for our Experis interim services,services. partiallyThe offsetrevenue increase in the United States was accompanied by a $12.7revenue increase of 29.0% (23.8% in constant currency) in our Other America countries, primarily driven by an $83.0 increase in demand for our Manpower staffing services. The revenue decrease in the United States was offset by our Other America countries, which experienced a revenue increase of $71.2 primarily due to a $65.3 increase in demand for our Manpower staffing services.

a revenue increase in Southern Europe of 14.6%7.4% (3.0%4.0% in constant currency) primarily driven by a $212.0$79.6 increase in demand for our Manpower staffing services, a $73.3 favorable impact of currency exchange rates, and a $5.0 increase in demand for our Experis interim services. France, the largest market in Southern Europe, experienced a revenue increase of 2.5% (flat in constant currency) primarily driven by a $27.8 favorable impact of currency exchange rates and aan $57.5$8.1 increase in demand for our Manpower staffing services, partially offset by a $5.5$4.2 decrease in demand for outcome-basedour solutions.Outcome France,Based the largest market in Southern Europe, experienced a revenue increase of 10.7% (-0.3% decrease in constant currency) primarily driven by a $106.1 favorable impact of currency exchange rates, partially offset by a $4.5 decrease in demand for outcome-based solutions.Solutions. Italy, our second-largest market in Southern Europe, experienced a revenue increase of 19.3%9.6% (7.5%7.0% in constant currency) primarily driven by the $47.0 favorable impact of currency exchange rates and a $27.3 increase in demand for our Manpower staffing services. Other Southern Europe countries experienced a revenue increase of 18.6% (6.1% in constant currency) primarily driven by the $58.9 favorable impact of currency exchange rates and a $26.8$29.2 increase in demand for our Manpower staffing services and a $12.5 favorable impact of currency exchange rates;

a revenue increase in Northern Europe of 8.1%3.9% (-1.8% decrease1.4% in constant currency) primarily driven by the $72.4 favorable impact of currency exchange rates and a $19.0$34.2 increase in demand for our Manpower staffing services,services and the $20.1 favorable impact of currency exchange rates, partially offset by a $20.6$19.7 decrease in demand for our Experis interim services. Within our Northern Europe segment, we experienced revenue increases in the Nordics of $19.8,$11.7, Poland of $ 11.4, the United Kingdom of $11.9,$5.9 and Belgium of $6.0, and the Netherlands of $4.5$2.4, which represented revenue increases of 14.2%,7.3%, 4.7%,18.1%, 8.7%,2.3% and 5.3%,2.9%, respectively (the1.1%, Nordics15.0%, were flat,1.9%, and decreases of -2.0%, -2.2%, and -5.2%,0.5%, respectively, in constant currency). This was partially offset by a decreasedecreases in the Netherlands of $3.3 and Germany of $4.6$0.4, which represented a revenue decreasedecreases of -5.0%-3.6% and -0.4% respectively (-14.4%-5.9% and -2.6% respectively, in constant currency); and a revenue increasedecrease in APME of 7.1%-1.2% (8.1%5.0% increase in constant currency) primarily driven by a $31.3$32.8 unfavorable impact of currency exchange rates, partially offset by a $25.2 increase in demand for our Manpower staffing services and a $5.7$1.8 increase in demand for our Experis interim services,services. partiallyJapan's offset-7.0% byrevenue decrease (2.7% increase in constant currency) is primarily due to a $4.6$30.8 unfavorable impact of currency exchange rates.rates, Withinpartially ouroffset APME segment, we experienced revenue increases in Japan of 3.1% and India of 4.5% (6.2% and 10.4% in constant currency, respectively). Japan's revenue increase is primarily due toby a $15.0$7.9 increase in demand for our Manpower staffing servicesservices. andIndia's $1.1-6.9% revenue decrease (3.0% increase in demandconstant forcurrency) ouris Experisprimarily interimdue services, partially offset byto a $9.0$6.7 unfavorable impact of currency exchange rates.rates, India'spartially revenueoffset increase is primarily due toby a $3.0$2.2 increase in demand for our Manpower staffing services and a $2.9 increase in demand for our Experis interim services, partially offset by a $3.9 unfavorable impact of currency exchange rates.services.

a 7050 basis point unfavorable impact from the decrease in staffing and interim margins due to business mix shifts driven by enterprise clients and lowerthe benchsale utilizationof andthe higherhigher-margin trainingJefferson costsWells inU.S. Europebusiness;

a 2010 basis point unfavorable impact from decreases in permanent recruitment margins due to lower levels of activity; and a 20 basis point unfavorable impact from decreasesother in our TAPFIN-MSP margins due to lower levels of activity.services.

The 3.7%-15.3% increasedecrease in selling and administrative expenses in the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025 (-2.2%-16.6% in constant currency and -16.1% in organic constant currency) was primarily attributed to:

a $39.0$9.8 increase due to the impact of changes in currency exchange rates; and a $10.4 increasedecrease (25.3%-0.5% as reported, 25.2%-2.2% in constant currency)currency, and -1.4% in corporate expense primarily due to strategic transformation program costs related to our global transformation initiative; partially offset by a $14.3 decrease (3.0% increase in reported and -3.3% decrease inorganic constant currency) in personnel costs primarily due to a $9.3$9.4 decrease in salaries as we saw the effects of restructuring actions previously taken; and a $9.9$7.3 decrease (1.1%-51.3% increase inas reported and -5.1% decrease-52.9% in constant currency) in non-personnelrestructuring costs primarilywhen compared to the second quarter of 2025; partially offset by a $7.1 increase in strategic transformation program costs related to our global transformation initiative; and a $10.1 increase due to athe $4.2impact reductionof changes in officecurrency leaseexchange and occupancy costs and broader cost-cutting measures.rates.

Selling and administrative expenses as a percent of revenues decreased 100370 basis points in the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025 due primarily to:

a 2030 basis point favorable impact due to lowerdecreases office lease expense and occupancyother non-personnel costs; and a 1020 basis point favorable impact dueas a result of the decrease in restructuring costs incurred in the second quarter of 2026 compared to lowerthe travelsecond andquarter entertainmentof expenses.2025.

Interest and other expenses, net is comprised of interest, foreign exchange gains and losses and other miscellaneous non-operating income and expenses, including those associated with noncontrolling interests. Interest expense, net was $19.6$19.0 in the firstsecond quarter of 2026 compared to $15.6$17.8 in the firstsecond quarter of 2025 primarily due to increased interest costsexpense on the €500.0 notes due December 2030 relative to the €500 notes redeemed in January 2026.2030. Foreign exchange loss, net was $0.6$1.7 in the firstsecond quarter of 2026 compared to $0.9$1.3 in the firstsecond quarter of 2025. Miscellaneous income, net was $7.3$1.1 in the firstsecond quarter of 2026 compared to $5.0$2.6 in the firstsecond quarter of 2025.

We recorded income tax expense aton pre-tax earnings resulting in an effective rate of 83.8%42.0% for the three months ended MarchJune 31,30, 2026, as compared to anincome tax expense on a pre-tax loss resulting in a negative effective tax rate of 66.8%60.2% for the three months ended MarchJune 31,30, 2025. The 2026 rate aswas comparedfavorably toimpacted by the gain on the sale of our Jefferson Wells U.S. business and unfavorably impacted by strategic transformation program costs, restructuring charges, and a discontinued business liquidation charge recorded in the second quarter. The 2025 rate was unfavorablynegative impacteddue byto a pre-tax loss that primarily resulted from the overallgoodwill mixand indefinite lived intangible asset impairment charges recorded in Switzerland and the United Kingdom and losses on the disposals of earningsSouth inAfrica theand quarter.New Caledonia, all of which are non-deductible. The 83.8%42.0% effective tax rate for the three months ended MarchJune 31,30, 2026 was higher than the United States Federal statutory rate of 21% primarily due to the overall mix of earnings, restructuring charges, tax losses in certain countries for which we did not recognize a corresponding tax benefit due to valuation allowances, the French exceptional corporate income tax surcharge, and the French business tax.

Net earnings per share - diluted was $0.05$1.13 in the firstsecond quarter of 2026 compared to $0.12net loss per share - diluted of -$1.44 in the firstsecond quarter of 2025. RestructuringThe costsgain on the sale of our Jefferson Wells U.S. business and a discontinued business liquidation charge favorably impacted net earnings per share $0.37, partially offset by restructuring and strategic transformation program costs unfavorablywith impactedan unfavorable impact of $0.23. The net earningspositive perimpact shareof -all dilutedthese byfactors is approximately $0.46,$0.14, net of tax, in the firstsecond quarter of 2026.

Weighted average shares - diluted decreasedincreased to 47.147.4 million in the first quarter of 2026 from 47.3 million in the first quarter of 2025. This decrease was due to the impact of share repurchases completed in the second quarter of 2025,2026 partiallyfrom offset46.5 bymillion grantsin the second quarter of share-based2025. awards.The increase was primarily attributable to the inclusion of certain dilutive securities in the second quarter of 2026 weighted average share count. In the second quarter of 2025, all dilutive securities were excluded due to the net loss incurred during the period.

In the Americas, revenues from services increased 5.6%14.4% (3.5%12.5% increase in constant currency and 13.9% in organic constant currency) in the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025 primarily drivendue byto a $77.9$126.1 increase in demand for our Manpower staffing services and a $21.7$20.0 favorable impact of currency exchange rates, partially offset by a $51.9$7.9 decrease in demand for our Experis interim services. In the United States (which represented 59% of the Americas' revenues), revenues from services decreasedincreased -4.9%6.0% (8.0% in organic constant currency) in the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025, primarily driven by a $52.4$42.3 increase in demand for our Manpower staffing services, partially offset by a $10.3 decrease in demand for our Experis interim services,services. partiallyIn offsetOther Americas, revenues from services increased 29.0% (23.8% in constant currency) in the second quarter of 2026 compared to the second quarter of 2025, primarily driven by aan $12.7$83.0 increase in demand for our Manpower staffing services. In Other Americas, revenues from services increased 25.2% (19.4% in constant currency) in the first quarter of 2026 compared to the first quarter of 2025, primarily driven by a $65.3 increase in demand for our Manpower staffing services and the $21.7 favorable impact of foreign currency exchange rates. Within our Other Americas segment, we experienced increasesan increase in Colombia of $21.7,$22.2, Chile of $17.6,$15.9, Mexico of $10.2, and$8.7, Canada of $5.9,$4.4, and Argentina of $4.1, which represented increases of 48.6%,50.7%, 42.7%,36.5%, 18.9%,14.7%, 6.0%, and 8.9%,11.1%, respectively (31.1%,29.7%, 31.3%,29.9%, 2.3%,2.4%, 6.1%, and 4.1%,36.2%, respectively, in constant currency).

Gross profit margin decreased 160220 basis points in the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025. This decrease was primarily due to decreased activity in our Experis interim services, which contributed 130140 basis points to the decrease, decreased activity in our outplacement services and permanent placement, which each contributed 30 basis points to the decrease, and decreased activity indue ourto permanentbusiness placementmix services,shifts, which contributed 5020 basis points to the decrease, partially offset by a 20 basis point favorable impact due to increased outcome-based solutions margins.decrease.

Selling and administrative expenses increaseddecreased 0.5%-13.9% (-0.9% decrease-15.2% in constant currency and -13.7% organic constant currency) in the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025, primarily driven by a $30.0 favorable impact from the gain on sale of the Jefferson Wells U.S. business during the second quarter of 2026 and lower personnel costs of $6.2 increaseas inwe saw the effects of restructuring costsactions and the $2.7 unfavorable impact of currency exchange rates, partially offset by a $6.9 decrease in personnel costs.taken.

OUP decreasedincreased -24.9%99.0% (-28.5% increase97.3% in constant currency and 102.3% in organic constant currency) in the firstsecond quarter of 2025,2026, which represented a 1.7%5.9% OUP margin, aan decreaseincrease from the 2.4%3.4% in the firstsecond quarter of 2025. This OUP decreaseincrease was primarily due to decreasedthe profitabilityimpact inof the gain on the sale of our Jefferson Wells U.S. business of $9.3.business. In the United States, OUP margin decreasedincreased to 0.3%7.4% in the firstsecond quarter of 2026 from 1.6%2.9% in the firstsecond quarter of 2025 primarily due to decreasedthe marginsgain inon the sale of our ExperisJefferson interimWells businessU.S. and our permanent placement business as well as increased restructuring costs.business. Other Americas OUP margin decreased to 3.7%3.8% in the firstsecond quarter of 2026 from 3.9%4.3% in the firstsecond quarter of 2025.2025 primarily due to a decrease in our gross profit margin driven by lower margin enterprise sales.

In Southern Europe, revenues from services increased 14.6%7.4% (3.0% increase4.0% in constant currency) in the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025 primarily due to a $212.0$79.6 increase in demand for our Manpower staffing services, a $73.3 favorable impact of currency exchange ratesrates, and a $57.5$5.0 increase in demand for Manpowerour staffingExperis services,interim partially offset by a $5.5 decrease in demand for outcome-based solutions.services. In France (which represented 51% of Southern Europe’s revenues), revenues from services increased 10.7%2.5% (-0.3% decreaseflat in constant currency) in the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025, primarily driven by thea $106.1$27.8 favorable impact of currency exchange rates,rates and an $8.1 increase in demand for our Manpower staffing services, partially offset by a $4.5$4.2 decrease in demand for outcome-basedour solutions.Outcome Based Solutions. In Italy (which represented 23% of Southern Europe’s revenues), revenues from services increased 19.3%9.6% (7.5%7.0% in constant currency) in the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025, primarily driven by the $47.0 favorable impact of currency exchange rates and a $27.3$29.2 increase in demand for our Manpower staffing services.service and the $12.5 favorable impact of currency exchange rates. In Other Southern Europe, revenues from services increased 18.6%16.2% (6.1%9.9% in constant currency) in the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025, primarily due to the $58.9 favorable impact of currency exchange rates and a $26.8$42.4 increase in demand for our Manpower staffing services.services and the $33.0 favorable impact of currency exchange rates. Within our Other Southern Europe segment, we experienced revenue increases in Spain of $31.4$29.6, or 20.4% (17.7% in constant currency) and Israel of $24.5$29.5, or 25.5% and 25.4%, respectively29.7% (13.0% and 8.4%7.2% in constant currency, respectivelycurrency).