CNO (CNO) COO granted shares and RSUs, surrenders stock for tax withholding

Rhea-AI Filing Summary

CNO Financial Group Chief Operations Officer Jeanne L. Linnenbringer reported equity compensation activity on common stock and restricted stock units. On February 10, 2026, she acquired 5,830 shares of common stock at $43.05 upon vesting of performance share units tied to 2023 operating return on equity, operating earnings per share, and three-year relative total shareholder return for 2023-2025.

On the same date, 2,752 common shares at $43.05 were surrendered to CNO to cover required tax withholding on the vested performance share units. She also received a grant of 3,600 restricted stock units at $0, which convert into common stock on a one-for-one basis and vest in three equal annual installments beginning March 25, 2027, subject to continued employment.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Linnenbringer Jeanne L.

(Last) (First) (Middle)

C/O CNO FINANCIAL GROUP, INC.

11299 ILLINOIS STREET, SUITE 200

(Street)

CARMEL IN 46032

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CNO Financial Group, Inc. [ CNO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operations Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/10/2026		A		5,830(1)	A	$43.05	36,539	D
Common Stock	02/10/2026		F		2,752(2)	D	$43.05	33,787	D
Restricted Stock Units(3)(4)	02/10/2026		A		3,600	A	$0	37,387	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares were acquired upon the vesting of performance share units for the 2023-2025 performance period, based on the issuer's (i) 2023 operating return on equity, (ii) 2023 operating earnings per share and (iii) three-year relative total shareholder return for 2023-2025.

2. Shares were surrendered to the issuer to cover the required tax withholding on the vested performance share units.

3. Restricted stock units convert into common stock on a one-for-one basis.

4. The restricted stock units vest in three equal annual installments beginning March 25, 2027, subject to continued employment with the issuer or one of its subsidiaries.

Remarks:

	Heidi M. Krings, Attorney-in-Fact	02/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did CNO (CNO) report for Jeanne L. Linnenbringer?

CNO reported that Chief Operations Officer Jeanne L. Linnenbringer acquired 5,830 common shares from vested performance share units and 3,600 restricted stock units. She also surrendered 2,752 common shares back to the company to cover required tax withholding on the vested performance share units.

How many CNO (CNO) shares did the COO acquire and at what price?

The COO acquired 5,830 shares of CNO common stock at $43.05 per share upon vesting of performance share units. These units were tied to 2023 operating return on equity, 2023 operating earnings per share, and three-year relative total shareholder return for 2023-2025.

Why were 2,752 CNO (CNO) shares surrendered by the COO?

Jeanne L. Linnenbringer surrendered 2,752 CNO common shares to the company to cover required tax withholding on vested performance share units. This tax-withholding disposition is reported with transaction code “F” and reflects shares delivered instead of paying taxes in cash.

What are the terms of the 3,600 CNO (CNO) restricted stock units granted?

The grant includes 3,600 restricted stock units that convert into CNO common stock on a one-for-one basis. These units vest in three equal annual installments starting March 25, 2027, and vesting is conditioned on continued employment with CNO or one of its subsidiaries.

How many CNO (CNO) shares does the COO beneficially own after these transactions?

Following the reported transactions, Jeanne L. Linnenbringer beneficially owns 33,787 shares of CNO common stock directly. She also holds 37,387 restricted stock units after the grant, which are separate equity awards converting into common stock on a one-for-one basis when vested.

What performance metrics determined the COO’s vested CNO (CNO) performance share units?

The vested performance share units were based on three metrics: 2023 operating return on equity, 2023 operating earnings per share, and CNO’s three-year relative total shareholder return for 2023-2025. These metrics collectively determined the number of shares delivered upon vesting.