McDonough Paul H. 4

What Happened
Paul H. McDonough, Chief Financial Officer of CNO Financial Group, had 42,309 shares issued to him on February 10, 2026 upon the vesting of performance share units (PSUs), valued at $43.05 per share (total $1,821,402). On the same date 15,374 of those shares were surrendered to CNO to satisfy required tax withholding (15,374 × $43.05 = $661,851). In addition, McDonough received a grant of 25,600 restricted stock units (RSUs) with a reported acquisition value of $0.00 (these are equity awards, not an open‑market purchase).

Key Details

• Transaction date: 2026-02-10; Form 4 filed 2026-02-12 (appears timely).
• Vested PSUs: 42,309 shares at $43.05 (total $1,821,402).
• Tax withholding: 15,374 shares surrendered at $43.05 (total $661,851). Transaction code F (tax withholding).
• New RSU grant: 25,600 RSUs @ $0.00 (transaction code A for award/grant).
• Net shares retained from the PSU vesting: 42,309 − 15,374 = 26,935 shares (plus 25,600 RSUs granted that are subject to vesting).
• Shares owned after the transaction: not disclosed in the filing.
• Footnotes: F1—PSUs vested based on specified 2023 and 2023–2025 performance metrics (ROE, operating EPS, 3‑year relative TSR). F2—shares were surrendered to cover tax withholding. F3—RSUs convert 1:1 into common stock. F4—RSUs vest in three equal annual installments beginning March 25, 2027, subject to continued employment.

Context
This was a compensation/vesting event (PSUs converting to shares and a new RSU grant), not an open‑market purchase or sale. Withheld shares to cover taxes are routine for vested equity awards and do not necessarily indicate buying or selling intent.