Franzese Yvonne K. 4

What Happened
Yvonne K. Franzese, Chief Human Resources Officer at CNO Financial Group (CNO), received 19,210 shares upon vesting of performance share units (PSUs) for the 2023–2025 performance period at an attributable value of $43.05 per share (total $826,991). To cover required tax withholding on the vested PSUs she surrendered 7,090 shares (treated as a disposition) at $43.05 per share ($305,225). Separately, she was granted 10,800 restricted stock units (RSUs) (reported at $0.00 in the filing) that convert one-for-one into common stock and vest on a future schedule.

Key Details

• Transaction date: 2026-02-10; Form 4 filed: 2026-02-12 (timely filing).
• Award/Acquisition: 19,210 shares @ $43.05 each — total value reported ~$826,991 (code A).
• Tax withholding disposal: 7,090 shares surrendered @ $43.05 each — value ~$305,225 (code F).
• New grant: 10,800 RSUs reported @ $0.00 that convert 1:1 into common stock (code A).
• Shares owned after the transactions: not disclosed in this filing.
• Relevant footnotes: PSUs vested based on (i) 2023 operating return on equity, (ii) 2023 operating EPS, and (iii) three‑year relative TSR for 2023–2025 (F1); shares were surrendered to cover tax withholding (F2); RSUs convert one‑for‑one and vest in three equal annual installments beginning March 25, 2027, subject to continued employment (F3, F4).
• Transaction codes: A = Award/Grant; F = Tax withholding (surrendered shares).

Context
These transactions reflect compensation and performance‑based vesting rather than an open‑market purchase or discretionary sale. The surrender of shares to satisfy tax withholding is a routine administrative step and does not necessarily indicate a change in insider sentiment. The newly granted RSUs vest over time, subject to continued employment, and therefore represent deferred compensation rather than immediately tradable stock.