[Form 4] CNO Financial Group, Inc. Insider Trading Activity

Rhea-AI Filing Summary

CNO Financial Group’s Chief Marketing Officer Rocco F. Tarasi III reported equity compensation activity on common stock. On February 10, 2026, he acquired 13,835 shares of common stock at $43.05 per share upon vesting of performance share units tied to 2023–2025 operating and shareholder-return metrics.

On the same date, 4,219 shares were surrendered back to the company at $43.05 per share to cover required tax withholding on those vested units. He also received a grant of 7,900 restricted stock units, which convert one-for-one into common stock and vest in three equal annual installments beginning March 25, 2027, subject to continued employment. After these transactions, he directly held 83,548 common shares and 91,448 restricted stock units.

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^*

Tarasi Rocco F. III

(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 Marketing 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		13,835(1)	A	$43.05	87,767	D
Common Stock	02/10/2026		F		4,219(2)	D	$43.05	83,548	D
Restricted Stock Units(3)(4)	02/10/2026		A		7,900	A	$0	91,448	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.
* 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).
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FAQ

What insider transactions did CNO (CNO) report for its Chief Marketing Officer?

CNO’s Chief Marketing Officer Rocco F. Tarasi III reported equity compensation transactions. He received 13,835 common shares from vested performance share units, surrendered 4,219 shares to cover taxes, and was granted 7,900 restricted stock units that vest over three years starting March 25, 2027.

How many CNO (CNO) common shares did the CMO acquire and surrender on February 10, 2026?

On February 10, 2026, the CMO acquired 13,835 CNO common shares at $43.05 per share from performance share unit vesting and surrendered 4,219 shares at the same price back to the company to satisfy required tax withholding on those vested performance share units.

What restricted stock units were granted to the CNO (CNO) Chief Marketing Officer?

The Chief Marketing Officer received 7,900 restricted stock units, each convertible into one CNO common share. These units vest in three equal annual installments beginning March 25, 2027, and vesting is conditioned on his continued employment with CNO or one of its subsidiaries.

What are the CNO (CNO) CMO’s holdings after the reported Form 4 transactions?

Following the reported transactions, the CNO Chief Marketing Officer directly held 83,548 shares of common stock and 91,448 restricted stock units. These figures reflect the net shares after tax withholding and include the new restricted stock unit grant reported in the filing.

How were the CNO (CNO) CMO’s performance share units measured for vesting?

The performance share units that vested for the CNO CMO covered the 2023–2025 performance period. Vesting was based on 2023 operating return on equity, 2023 operating earnings per share, and the company’s three-year relative total shareholder return for 2023 through 2025.