Tarasi Rocco F. III 4

What Happened

• Rocco F. Tarasi III, Chief Marketing Officer of CNO Financial Group (CNO), received 21,735 shares on Feb 10, 2026. This consists of 13,835 shares issued on vesting of performance share units (PSUs) valued at $43.05 each (total ~$595,597) and 7,900 restricted stock units (RSUs) reported at $0.00 in the filing. To cover required tax withholding on the vested PSUs, 4,219 shares were surrendered to the company at $43.05 each (value ~$181,628). These transactions are awards/vesting events rather than open‑market purchases or discretionary sales.

Key Details

• Transaction date: February 10, 2026; Form 4 filed February 12, 2026.
• Awarded/vested: 13,835 shares from PSUs at $43.05 (total reported value ~$595,597) and 7,900 RSUs at $0.00 (reported).
• Tax withholding: 4,219 shares surrendered at $43.05 (value ~$181,628) to satisfy tax obligations.
• Shares owned after transaction: Not reported on the Form 4.
• Footnotes of note:
  • F1: PSU shares vested based on 2023 operating ROE, 2023 operating EPS, and three‑year relative TSR for 2023–2025.
  • F2: The 4,219 shares were surrendered to cover required tax withholding.
  • F3: RSUs convert one‑for‑one into common stock.
  • F4: The RSUs vest in three equal annual installments beginning March 25, 2027, subject to continued employment.
• Transaction codes: A = Award/Grant, F = Tax withholding (surrendered shares).

Context

• This filing documents compensation-related vesting and a grant — routine for executives receiving long‑term incentive awards. The PSU vesting reflects multi-year performance metrics (2023–2025), so the issuance is the result of meeting those goals rather than an opportunistic buy/sell.
• Surrendering shares to cover taxes is common and doesn’t necessarily signal a view on the company’s stock price.
• No open-market purchase or sale was reported; these are internal equity compensation transactions.