CNO (NYSE: CNO) CHRO receives vested shares and new RSU grant

Rhea-AI Filing Summary

CNO Financial Group’s Chief Human Resources Officer, Yvonne K. Franzese, reported equity compensation activity. On 02/10/2026 she acquired 19,210 shares of common stock upon vesting of performance share units tied to 2023–2025 operating and shareholder return metrics, and 7,090 shares were surrendered back to the company to satisfy tax withholding.

Franzese also received a new grant of 10,800 restricted stock units, 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. After these transactions she directly holds 33,262 common shares and 44,062 RSUs, and indirectly holds 78,279 common shares through the Yvonne K. Franzese Revocable Trust.

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

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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^*

Franzese Yvonne K.

(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 Human Resources 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		19,210(1)	A	$43.05	40,352	D
Common Stock	02/10/2026		F		7,090(2)	D	$43.05	33,262	D
Restricted Stock Units(3)(4)	02/10/2026		A		10,800	A	$0	44,062	D
Common Stock								78,279	I	Yvonne K. Franzese Revocable Trust

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 Yvonne K. Franzese?

CNO disclosed that Chief Human Resources Officer Yvonne K. Franzese received 19,210 common shares from vested performance share units and a grant of 10,800 restricted stock units. She also surrendered 7,090 shares back to the company to cover required tax withholding obligations on the vested performance share units.

How many CNO (CNO) shares did the CHRO acquire and dispose of in this Form 4?

On February 10, 2026, Franzese acquired 19,210 CNO common shares through vesting of performance share units and disposed of 7,090 shares by surrendering them to the issuer for tax withholding. The net effect increased her directly held common shares while satisfying associated tax liabilities.

What restricted stock units did CNO (CNO) grant to its CHRO?

Franzese received 10,800 restricted stock units that convert into CNO common stock on a one-for-one basis. These RSUs were granted at a price of $0 and vest in three equal annual installments starting March 25, 2027, contingent on continued employment with CNO or its subsidiaries.

How are the new CNO (CNO) restricted stock units scheduled to vest?

The 10,800 restricted stock units granted to Franzese vest in three equal annual installments beginning March 25, 2027. Each year, one-third of the award converts into common stock, assuming she remains employed by CNO Financial Group or one of its subsidiaries through the applicable vesting dates.

What is Yvonne K. Franzese’s total reported CNO (CNO) ownership after these transactions?

Following the reported transactions, Franzese directly owns 33,262 CNO common shares and 44,062 restricted stock units. In addition, she indirectly owns 78,279 CNO common shares through the Yvonne K. Franzese Revocable Trust, reflecting both current share ownership and future stock-based compensation.

Why were some CNO (CNO) shares surrendered by the CHRO in this filing?

The filing states that 7,090 CNO common shares were surrendered to the issuer solely to cover required tax withholding on vested performance share units. This is a non-market disposition used to satisfy tax obligations without the executive executing an open-market sale of shares.