Williams Jeremy D. 4

What Happened

• Jeremy D. Williams, Chief Actuary of CNO Financial Group (CNO), received shares through equity awards on 2026-02-10. He was credited with 4,916 shares from vested performance share units (valued at $43.05 each, $211,634 total) and was granted 3,200 restricted stock units (RSUs) that show $0 fair value at grant. To cover tax withholding on the vested PSUs, 1,443 shares were surrendered (disposed) at $43.05 each for $62,121. The net immediate shares delivered to Williams were 3,473 (4,916 acquired minus 1,443 withheld); the 3,200 RSUs are subject to future vesting.

Key Details

• Transaction date(s): 2026-02-10; Form 4 filed 2026-02-12 (timely).
• Grants/Acquisitions (Code A): 4,916 shares @ $43.05 = $211,634; 3,200 RSUs @ $0 = $0.
• Tax withholding (Code F): 1,443 shares surrendered @ $43.05 = $62,121 (disposed).
• Shares owned after the transaction: not reported in the provided filing summary.
• Relevant footnotes:
  • Vesting of 4,916 shares was from performance share units for the 2023–2025 performance period, determined by operating ROE, operating EPS and three‑year relative TSR (F1).
  • The 1,443 shares were surrendered to satisfy withholding taxes on the vested PSUs (F2).
  • The 3,200 RSUs convert one-for-one to common stock and vest in three equal annual installments beginning March 25, 2027, subject to continued employment (F3, F4).
• Transaction codes: A = award/acquisition; F = tax withholding. This filing does not indicate an open‑market purchase or sale by the insider.

Context

• These transactions are compensation-related: the 4,916 shares resulted from PSU vesting (not a market purchase) and the 3,200 RSUs are future‑vesting awards. The surrender of shares to cover taxes is a routine administrative step and not an economic sale signal. The Form 4 was filed within normal timing (filed two days after the reported transaction date).