What triggered Eric R. Johnson’s share acquisition in the CNO (CNO) Form 4 filing?

Johnson’s share acquisition came from vesting of performance share units for the 2023–2025 period. Vesting was based on CNO’s 2023 operating return on equity, 2023 operating earnings per share, and three-year relative total shareholder return for 2023–2025, as disclosed.

How is performance measured for the CNO (CNO) performance share units that vested?

The performance share units that vested were measured on three criteria. These were CNO’s 2023 operating return on equity, 2023 operating earnings per share, and its three-year relative total shareholder return for 2023–2025, which together determined the final share payout.

CNO Financial Group (CNO) CIO receives new stock and RSU awards

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

CNO Financial Group’s Chief Investment Officer Eric R. Johnson reported equity compensation activity on common stock. On February 10, 2026, he acquired 25,384 shares of common stock at $43.05 per share upon vesting of performance share units tied to 2023–2025 performance metrics.

On the same date, he disposed of 11,373 shares at $43.05 by surrendering them to the company to cover required tax withholding on the vested units. He also received a grant of 15,300 restricted stock units at $0, which convert into common stock on a one-for-one basis.

Following these transactions, Johnson directly owns 684,969 shares of common stock and holds 700,269 restricted stock units. The new restricted stock units vest in three equal annual installments beginning on March 25, 2027, subject to continued employment with CNO Financial Group or its subsidiaries.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Johnson Eric R.

Role Chief Investment Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	25,384	$43.05	$1.09M
Tax Withholding	Common Stock	11,373	$43.05	$490K
Grant/Award	Restricted Stock Units	15,300	$0.00	--

Holdings After Transaction: Common Stock — 696,342 shares (Direct); Restricted Stock Units — 700,269 shares (Direct)

Footnotes (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. Shares were surrendered to the issuer to cover the required tax withholding on the vested performance share units. Restricted stock units convert into common stock on a one-for-one basis. 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.

Form 4 Insider Transactions: What Each Field Means →

02/12/2026 - 05:22 PM

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
Estimated average burden
hours per response:			0.5

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^*

Johnson Eric R.

(Last)

(First)

(Middle)

C/O CNO FINANCIAL GROUP, INC.

11299 ILLINOIS STREET, SUITE 200

(Street)

CARMEL

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 Investment 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/10/2026		A		25,384⁽¹⁾	A	$43.05	696,342	D
Common Stock	02/10/2026		F		11,373⁽²⁾	D	$43.05	684,969	D
Restricted Stock Units⁽³⁾⁽⁴⁾	02/10/2026		A		15,300	A	$0	700,269	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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).
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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did CNO (CNO) report for Eric R. Johnson?

Eric R. Johnson reported vesting-related share acquisitions, tax-share surrenders, and a new restricted stock unit grant. He acquired 25,384 common shares, surrendered 11,373 shares for tax withholding, and received 15,300 restricted stock units converting one-for-one into common stock.

How many CNO Financial Group (CNO) shares does Eric R. Johnson own after these transactions?

After the reported transactions, Eric R. Johnson directly owns 684,969 shares of CNO Financial Group common stock. He also holds 700,269 restricted stock units, which represent additional potential common shares subject to future vesting conditions and continued employment requirements.

Why were 11,373 CNO Financial Group (CNO) shares surrendered by Eric R. Johnson?

The 11,373 shares were surrendered back to CNO Financial Group to satisfy required tax withholding. This disposition, coded “F,” represents payment of the tax liability arising from vested performance share units by delivering some of the acquired shares to the issuer.

What are the terms of Eric R. Johnson’s new CNO (CNO) restricted stock units?

Johnson received 15,300 restricted stock units that convert into common stock on a one-for-one basis. These units vest in three equal annual installments starting March 25, 2027, and vesting is conditioned on his continued employment with CNO Financial Group or its subsidiaries.