CNO Financial (NYSE: CNO) CFO awarded shares and RSUs, surrenders stock for taxes

Rhea-AI Filing Summary

CNO Financial Group Chief Financial Officer Paul H. McDonough reported equity compensation changes. On February 10, 2026, he acquired 42,309 shares of common stock upon vesting of performance share units tied to 2023–2025 financial and shareholder return metrics, then surrendered 15,374 shares to CNO to satisfy tax withholding at $43.05 per share. He also received a grant of 25,600 restricted stock units at no cost, 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. Following these transactions, he beneficially owned 248,002.077 shares of common stock directly.

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 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 Financial 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		42,309(1)	A	$43.05	237,776.077	D
Common Stock	02/10/2026		F		15,374(2)	D	$43.05	222,402.077	D
Restricted Stock Units(3)(4)	02/10/2026		A		25,600	A	$0	248,002.077	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 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) CFO Paul McDonough report?

Paul McDonough reported equity compensation changes, not open-market trades. He acquired 42,309 CNO common shares from vested performance share units, surrendered 15,374 shares to cover taxes, and received 25,600 new restricted stock units that will convert into common stock over time.

How many CNO (CNO) shares does the CFO beneficially own after this Form 4?

After these transactions, the CFO beneficially owned 248,002.077 CNO common shares directly. This figure reflects vested shares, tax-withholding share surrenders, and the new restricted stock unit grant that converts into common stock on a one-for-one basis when it vests.

What performance metrics drove the CNO (CNO) performance share unit vesting?

The vested performance share units were based on CNO’s 2023 operating return on equity, 2023 operating earnings per share, and three-year relative total shareholder return for 2023–2025. These metrics determined the 42,309 common shares the CFO received upon vesting.

Why were 15,374 CNO (CNO) shares surrendered by the CFO?

The 15,374 CNO shares were surrendered back to the company to cover required tax withholding on the vested performance share units. This is a common administrative method insiders use to satisfy tax obligations without paying cash at the time of vesting.

What are the terms of the 25,600 CNO (CNO) restricted stock units granted?

The CFO received 25,600 restricted stock units at no purchase price. These units convert into CNO common stock on a one-for-one basis and vest in three equal annual installments starting March 25, 2027, conditioned on continued employment with CNO or a subsidiary.

Does the CNO (CNO) Form 4 show any open-market stock purchases or sales?

The Form 4 reflects equity awards and tax-withholding share surrenders, not open-market trades. Transactions include vested performance share units, a restricted stock unit grant, and shares surrendered to CNO to pay taxes associated with the vesting event.