CNO (CNO) General Counsel exercises options and sells 30,970 shares under plan

Rhea-AI Filing Summary

CNO Financial Group General Counsel Matthew J. Zimpfer reported multiple equity award transactions. On February 10, 2026, he acquired 25,384 shares of common stock upon vesting of performance share units and surrendered 7,663 shares to cover tax withholding. He also received 14,300 restricted stock units, which convert one-for-one into common stock and vest in three equal annual installments beginning March 25, 2027.

On February 12, 2026, he exercised an employee stock option for 30,970 shares at an exercise price of $21.06 per share, then sold 30,970 shares of common stock at a weighted average price of $42.9313 per share under a pre-established Rule 10b5-1 trading plan. After these transactions, he directly owned 307,937 shares of common stock.

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

OMB Number:			3235-0287
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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).

X

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^*

Zimpfer Matthew J.

(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)
	General Counsel

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		25,384(1)	A	$43.05	301,300	D
Common Stock	02/10/2026		F		7,663(2)	D	$43.05	293,637	D
Restricted Stock Units(3)(4)	02/10/2026		A		14,300	A	$0	307,937	D
Common Stock	02/12/2026		M		30,970	A	$21.06	338,907	D
Common Stock	02/12/2026		S		30,970(5)	D	$42.9313(6)	307,937	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
Employee Stock Option (Right to Buy)	$21.06	02/12/2026		M			30,970	(7)	02/23/2027	Common Stock	30,970	$0	0	D

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.

5. Shares sold pursuant to a Rule 10b5-1 trading plan adopted on June 9, 2025.

6. Reflects the weighted average sale price. Shares were sold at prices ranging from $42.31 per share to $43.75 per share. Reporting person will provide full information regarding the number of shares sold at each separate price upon request by the SEC staff, the issuer or any security holder of the issuer.

7. One-half of the stock options vested on February 23, 2019, and one-half vested on February 23, 2020.

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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did CNO (CNO) General Counsel Matthew Zimpfer report?

Matthew J. Zimpfer reported equity award activity including vested performance share units, shares surrendered for taxes, new restricted stock units, an option exercise for 30,970 shares, and an open-market sale of 30,970 shares executed under a pre-established Rule 10b5-1 trading plan.

How many CNO (CNO) shares did Matthew Zimpfer sell and at what price?

He sold 30,970 shares of CNO common stock at a weighted average price of $42.9313 per share, with individual sale prices ranging from $42.31 to $43.75, all executed pursuant to a pre-established Rule 10b5-1 trading plan adopted June 9, 2025.

How many CNO (CNO) shares does Matthew Zimpfer own after these transactions?

After the reported transactions, Matthew J. Zimpfer directly owned 307,937 shares of CNO common stock. This figure reflects the combined effect of his performance share unit vesting, tax-withholding share surrender, restricted stock unit grant, option exercise, and subsequent sale transactions.

What equity awards did CNO (CNO) grant to Matthew Zimpfer in this Form 4?

He received 25,384 shares upon vesting of performance share units for the 2023‑2025 period and 14,300 restricted stock units that convert one-for-one into common stock, vesting in three equal annual installments beginning March 25, 2027, subject to continued employment.

Why were some CNO (CNO) shares surrendered by Matthew Zimpfer on February 10, 2026?

On February 10, 2026, 7,663 shares of CNO common stock were surrendered back to the issuer to cover required tax withholding obligations arising from the vesting of performance share units, rather than being retained as additional net share ownership.

What stock options did CNO (CNO) General Counsel exercise in this filing?

He exercised an employee stock option covering 30,970 shares of CNO common stock at an exercise price of $21.06 per share. One-half of these options vested on February 23, 2019 and the remaining half vested on February 23, 2020, before this exercise.