Bhojwani Gary C. 4

What Happened

• Gary C. Bhojwani, Chief Executive Officer of CNO Financial Group (CNO), received 152,542 shares upon vesting of performance share units (PSUs) tied to 2023–2025 performance, valued at $43.05 each (total $6,566,933). To cover required tax withholding, he surrendered 64,164 of those shares (at $43.05 each, $2,762,260). Separately, he was granted 81,600 restricted stock units (RSUs) that show $0 acquisition price in the filing (these are future shares).

Key Details

• Transaction date: February 10, 2026; Form 4 filed February 12, 2026 (timely filing).
• Vested PSUs: 152,542 shares @ $43.05 = $6,566,933 (code A — award/acquisition on vesting).
• Tax withholding: 64,164 shares surrendered @ $43.05 = $2,762,260 (code F — shares surrendered to cover taxes).
• RSU grant: 81,600 RSUs @ $0.00 shown (code A — restricted stock units granted).
• Footnotes:
  • F1: PSU vesting based on 2023 operating ROE, 2023 operating EPS, and three‑year relative TSR for 2023–2025.
  • F2: Shares surrendered to satisfy required tax withholding on the vested PSUs.
  • F3: RSUs convert one-for-one into common stock.
  • F4: RSUs vest in three equal annual installments beginning March 25, 2027, subject to continued employment.
• Shares owned after the transactions: not specified in the provided filing summary.

Context

• The primary activity is the receipt of shares from vested performance awards (a common executive compensation event). The surrender of shares was a routine action to satisfy tax withholding obligations, not an open‑market sale. The RSU grant represents future compensation that vests over time and does not immediately increase tradable shares.