CNO Financial (NYSE: CNO) appoints Linda T. Gibson to board

Rhea-AI Filing Summary

CNO Financial Group, Inc. appointed Linda T. Gibson as an independent director, expanding its Board of Directors to ten members. She will serve on the Board’s Audit and Enterprise Risk Committee and its Investment Committee.

Her compensation will follow CNO’s standard program for non-employee directors, as previously described in the company’s latest definitive proxy statement, and will be prorated from the start of her service. CNO also expects to enter into an indemnification agreement with her in the same form used for other directors. The company states there are no special arrangements leading to her appointment and no related-party transactions requiring disclosure. A press release announcing her appointment is furnished as Exhibit 99.1.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 15, 2026

CNO Financial Group, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware			001-31792			75-3108137
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

11299 Illinois Street

Carmel, Indiana  46032

(Address of Principal Executive Offices) (Zip Code)

(317) 817-6100

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.01 per share

CNO

New York Stock Exchange

Rights to purchase Series F Junior Participating Preferred Stock

New York Stock Exchange

5.125% Subordinated Debentures due 2060

CNOpA

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 15, 2026, the Board of Directors (the “Board”) of CNO Financial Group, Inc. (the “Company”) appointed Linda T. Gibson to serve as an independent director, increasing the size of the Board to ten members. Ms. Gibson was also appointed to the Audit and Enterprise Risk Committee and the Investment Committee of the Board.

Ms. Gibson’s compensation will be consistent with the Company’s previously disclosed standard compensatory arrangements for non-employee directors, which are described in the Company’s most recent definitive proxy statement filed with the Securities and Exchange Commission on March 26, 2025, under the heading “Board and Governance Matters—Director Compensation.” Ms. Gibson’s compensation will be prorated to reflect the commencement date of her Board service. In addition, the Company expects to enter into an indemnification agreement with Ms. Gibson in substantially the form filed as Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008. Other than these standard arrangements, there are no arrangements or understandings between Ms. Gibson and any other person pursuant to which she was appointed as a director. Ms. Gibson is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K.

A copy of the Company’s related press release is attached hereto as Exhibit 99.1.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No.						Description
99.1						Press release of CNO Financial Group, Inc., dated January 15, 2026.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			CNO Financial Group, Inc.
Date: January 15, 2026			By:			/s/ Paul H. McDonough
						Paul H. McDonough
						Executive Vice President and Chief Financial Officer

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FAQ

What did CNO (CNO) announce in this 8-K filing?

CNO Financial Group, Inc. reported that its Board of Directors appointed Linda T. Gibson as an independent director and increased the Board size to ten members.

What committees will Linda T. Gibson join at CNO (CNO)?

Linda T. Gibson was appointed to CNO’s Audit and Enterprise Risk Committee and the Investment Committee of the Board of Directors.

How will Linda T. Gibson be compensated as a CNO (CNO) director?

Her pay will follow CNO’s standard compensatory arrangements for non-employee directors, as described in the company’s most recent definitive proxy statement, and will be prorated from her start date.

Are there any special arrangements behind Linda T. Gibson’s appointment to CNO’s board?

CNO states there are no arrangements or understandings with any other person under which Linda T. Gibson was appointed and no related-party transactions requiring disclosure under Item 404(a) of Regulation S-K.

Will CNO (CNO) enter into an indemnification agreement with Linda T. Gibson?

CNO expects to enter into an indemnification agreement with Linda T. Gibson, using substantially the same form filed as an exhibit to its Form 10-K for the year ended December 31, 2008.

Did CNO (CNO) issue a press release about the new director appointment?

Yes. A related press release announcing Linda T. Gibson’s appointment is attached as Exhibit 99.1 to the report.