CNO Financial (CNO) CIO reports stock awards and tax share surrender

Rhea-AI Filing Summary

CNO Financial Group’s Chief Information Officer, Michael E. Mead, reported equity compensation activity. On February 10, 2026, he acquired 7,088 shares of common stock at $43.05 per share upon vesting of performance share units and then surrendered 2,951 shares at the same price to cover tax withholding. After these transactions, he directly held 19,866 common shares. He also received a grant of 4,600 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, bringing his restricted stock unit balance to 24,466 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^*

Mead Michael E.

(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 Information 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		7,088(1)	A	$43.05	22,817	D
Common Stock	02/10/2026		F		2,951(2)	D	$43.05	19,866	D
Restricted Stock Units(3)(4)	02/10/2026		A		4,600	A	$0	24,466	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.
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FAQ

What insider transactions did CNO (CNO) report for Michael E. Mead?

Michael E. Mead reported equity awards and related tax withholding. He acquired 7,088 CNO common shares from vested performance share units, surrendered 2,951 shares for tax withholding, and received 4,600 restricted stock units that vest over three years beginning March 25, 2027.

Did the CNO (CNO) insider buy or sell shares on the open market?

No open-market buy or sell was reported. Shares were acquired through vesting of performance share units and granted as restricted stock units, while 2,951 shares were surrendered back to CNO solely to cover required tax withholding on the vested performance share units.

How many CNO (CNO) shares does Michael E. Mead hold after the Form 4?

Michael E. Mead directly holds 19,866 CNO common shares. Following the February 10, 2026 transactions, he also holds 24,466 restricted stock units, each convertible into one share of CNO common stock upon vesting under the stated schedule.

What equity awards did CNO (CNO) grant to its Chief Information Officer?

CNO granted 4,600 restricted stock units to its CIO. These units convert into common stock on a one-for-one basis and vest in three equal annual installments starting March 25, 2027, subject to his continued employment with CNO or one of its subsidiaries.

What triggered the 7,088-share acquisition reported by CNO (CNO)?

The 7,088-share acquisition came from vested performance share units. Vesting was based on CNO’s 2023 operating return on equity, 2023 operating earnings per share, and three-year relative total shareholder return for the 2023–2025 performance period.

Why were 2,951 CNO (CNO) shares surrendered by Michael E. Mead?

The 2,951 shares were surrendered to cover taxes. These shares were delivered back to CNO Financial Group to satisfy required tax withholding obligations arising from the vesting of previously granted performance share units on February 10, 2026.