CNO Financial (CNO) CEO reports vested shares and new RSU grant

Rhea-AI Filing Summary

CNO Financial Group Chief Executive Officer and director Gary C. Bhojwani reported equity compensation activity. On February 10, 2026, he acquired 152,542 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, 64,164 shares of common stock were disposed of at $43.05 per share to satisfy required tax withholding on the vested performance share units. He also received a grant of 81,600 restricted stock units at no cost, which convert one-for-one into common stock and vest in three equal annual installments beginning March 25, 2027, subject to continued employment.

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

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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^*

Bhojwani Gary C.

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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		152,542(1)	A	$43.05	348,468	D
Common Stock	02/10/2026		F		64,164(2)	D	$43.05	284,304	D
Restricted Stock Units(3)(4)	02/10/2026		A		81,600	A	$0	365,904	D
Common Stock								635,471	I	Gary C. Bhojwani Revocable Trust

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) CEO Gary Bhojwani report?

Gary Bhojwani reported equity compensation transactions, including vested performance share units converting into 152,542 common shares and a grant of 81,600 restricted stock units. He also had 64,164 shares withheld to cover required taxes on the vesting.

Were any of Gary Bhojwani’s CNO (CNO) transactions open-market purchases or sales?

The reported CNO transactions reflect equity awards and tax withholding, not open-market buying or selling. Shares were acquired through vesting of performance share units and disposed of only to satisfy required tax withholding obligations to the issuer.

How many CNO (CNO) restricted stock units did the CEO receive?

Gary Bhojwani received 81,600 restricted stock units that convert into common stock on a one-for-one basis. These units vest in three equal annual installments starting on March 25, 2027, subject to his continued employment with CNO or its subsidiaries.

Why were 64,164 CNO (CNO) shares disposed of in the filing?

The 64,164 CNO shares were surrendered back to the issuer to cover required tax withholding on vested performance share units. This is a non-open-market disposition commonly used to satisfy tax obligations tied to equity compensation vesting.

What performance period drove the vested CNO (CNO) performance share units?

The vested performance share units covered the 2023–2025 performance period. Payouts 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, as specified in the award terms.

How do CNO (CNO) restricted stock units convert into common stock for the CEO?

The restricted stock units granted to Gary Bhojwani convert into CNO common stock on a one-for-one basis. They vest in three equal annual tranches beginning March 25, 2027, contingent on his continued employment with CNO or one of its subsidiaries.