Mead Michael E. 4

What Happened

• Michael E. Mead, Chief Information Officer of CNO Financial Group, received 7,088 shares on Feb 10, 2026 attributable to the vesting of performance share units (PSUs) — 7,088 shares × $43.05 = $305,138. To cover withholding taxes, 2,951 of those shares were surrendered (2,951 × $43.05 = $127,041). Separately, Mead was granted 4,600 restricted stock units (RSUs) on the same date (no immediate cash value reported).

Key Details

• Transaction date: 2026-02-10; Filing date: 2026-02-12 (timely).
• Vested shares: 7,088 at $43.05 each (total $305,138).
• Tax withholding: 2,951 shares surrendered at $43.05 (value $127,041) — this is not an open-market sale.
• New grant: 4,600 RSUs issued at $0.00 on the Form 4 (convert 1:1 to common stock).
• Shares owned after the transactions: not disclosed in this Form 4.
• Transaction codes: A = award/acquisition (vesting and RSU grant); F = shares surrendered for tax withholding.
• Footnotes: PSU payout based on 2023 ROE, 2023 operating EPS and 3‑year relative TSR for 2023–2025 (F1); surrendered shares cover required tax withholding (F2); RSUs convert one-for-one to common stock (F3); RSUs vest in three equal annual installments beginning March 25, 2027, subject to continued employment (F4).

Context

• These transactions are primarily awards/vesting (not open-market purchases or sales). The PSU shares were issued based on performance metrics; the withheld shares simply satisfy tax obligations and should not be read as a market sale. The new RSU grant represents future compensation that vests over time.