Tax withholding leads CNO (NYSE: CNO) CFO to surrender shares

Rhea-AI Filing Summary

CNO Financial Group Chief Financial Officer Paul H. McDonough surrendered 13,063 shares of common stock at $40.61 per share to the company to cover required tax withholding on vested restricted stock units. This was a tax-withholding disposition, not an open-market sale. After the transaction, he directly holds 234,939.077 shares of CNO 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

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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^*

McDonough Paul H.

(Last) (First) (Middle)

C/O CNO FINANCIAL GROUP, INC.

11299 ILLINOIS STREET, SUITE 200

(Street)

CARMEL INDIANA 46032

(City) (State) (Zip)

UNITED STATES

(Country)

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 Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/25/2026

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

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

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

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	03/25/2026		F		13,063(1)	D	$40.61	234,939.077	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 surrendered to the issuer to cover the required tax withholding on vested restricted stock units.

Remarks:

	Heidi M. Krings, Attorney-in-Fact	03/27/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did CNO (CNO) CFO Paul McDonough report in this Form 4?

CNO’s CFO Paul McDonough reported surrendering 13,063 common shares to the company to pay taxes on vested restricted stock units. This was a tax-withholding transaction, not an open-market trade, and reflects routine handling of equity-based compensation obligations.

Was the CNO (CNO) CFO’s 13,063-share transaction an open-market sale?

No, the 13,063-share transaction was not an open-market sale. The shares were surrendered back to CNO to cover required tax withholding on vested restricted stock units, a common administrative mechanism for handling tax liabilities on equity compensation.

How many CNO (CNO) shares does the CFO hold after this transaction?

After the tax-withholding disposition, CNO’s CFO directly holds 234,939.077 common shares. This remaining position shows the transaction affected only a portion of his holdings and was tied specifically to taxes on vested restricted stock units, rather than discretionary trading.

What does transaction code F mean in the CNO (CNO) Form 4?

Code F on the CNO Form 4 indicates shares were used to pay an exercise price or tax liability. Here, 13,063 shares were surrendered to satisfy required tax withholding on vested restricted stock units, rather than being sold in the open market for investment purposes.

Does the CNO (CNO) CFO’s Form 4 indicate any option exercises?

The reported transaction involves only common stock surrendered for tax withholding on vested restricted stock units. The derivative transaction summary shows no option exercises in this filing, highlighting that the activity is limited to tax-related handling of equity compensation rather than option conversions.