Zimpfer Matthew J. 4

What Happened
Matthew J. Zimpfer, General Counsel of CNO Financial Group (CNO), sold 30,970 shares on Feb 12, 2026 for total proceeds of $1,329,582 (weighted avg. $42.93). The same day he exercised 30,970 option-derived shares (exercise cost $652,228 at $21.06 per share) and sold those shares under a 10b5-1 plan — a cashless exercise/sale. Separately, on Feb 10, 2026, 25,384 performance share units vested and converted into common stock (valued at $1,092,781 based on $43.05/share), of which 7,663 shares were surrendered to cover tax withholding. He was also granted 14,300 restricted stock units (RSUs) that convert one-for-one to shares but vest in three equal annual installments beginning March 25, 2027.

Key Details

• Transaction dates and prices:
  • 2026-02-10: 25,384 PSUs vested → 25,384 shares acquired @ $43.05 (value $1,092,781).
  • 2026-02-10: 7,663 shares surrendered for tax withholding on the vested PSUs (at $43.05, value $329,892).
  • 2026-02-10: 14,300 RSUs granted @ $0.00 (convert 1-for-1; vesting begins 3/25/2027).
  • 2026-02-12: Exercised/converted 30,970 derivative shares @ $21.06 (exercise cost $652,228).
  • 2026-02-12: Sold 30,970 shares under a Rule 10b5-1 plan for total proceeds $1,329,582; weighted avg sale $42.93 (range $42.31–$43.75).
• Net effect on beneficial ownership from this filing: a net increase of 17,721 shares (25,384 vested minus 7,663 surrendered for taxes). The exercised shares were sold same day, so they did not increase long-term shareholding.
• Sale executed pursuant to a Rule 10b5-1 trading plan adopted June 9, 2025 (routine scheduled sale).
• Vesting of the PSUs was performance-based (metrics: 2023 operating ROE, 2023 operating EPS, and three‑year relative TSR for 2023–2025).
• RSUs reported convert 1-for-1 and vest over three years beginning March 25, 2027 (subject to continued employment).

Context

• This was largely a routine package of equity compensation activity: performance shares vested (some withheld for taxes), options were exercised and immediately sold under a pre-established 10b5-1 plan (cashless exercise), and new RSUs were granted with future vesting.
• Sales under pre-set 10b5-1 plans are typically scheduled and do not necessarily indicate a change in an insider’s view of the company; vested awards and RSU grants reflect compensation, not an open-market purchase signal.