cno-20260115
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 15, 2026
CNO Financial Group, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-31792 | 75-3108137 | ||||||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
11299 Illinois Street
Carmel, Indiana 46032
(Address of Principal Executive Offices) (Zip Code)
(317) 817-6100
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
| Common Stock, par value $0.01 per share | CNO | New York Stock Exchange | ||||||||||||
| Rights to purchase Series F Junior Participating Preferred Stock | New York Stock Exchange | |||||||||||||
| 5.125% Subordinated Debentures due 2060 | CNOpA | New York Stock Exchange | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 15, 2026, the Board of Directors (the “Board”) of CNO Financial Group, Inc. (the “Company”) appointed Linda T. Gibson to serve as an independent director, increasing the size of the Board to ten members. Ms. Gibson was also appointed to the Audit and Enterprise Risk Committee and the Investment Committee of the Board.
Ms. Gibson’s compensation will be consistent with the Company’s previously disclosed standard compensatory arrangements for non-employee directors, which are described in the Company’s most recent definitive proxy statement filed with the Securities and Exchange Commission on March 26, 2025, under the heading “Board and Governance Matters—Director Compensation.” Ms. Gibson’s compensation will be prorated to reflect the commencement date of her Board service. In addition, the Company expects to enter into an indemnification agreement with Ms. Gibson in substantially the form filed as Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008. Other than these standard arrangements, there are no arrangements or understandings between Ms. Gibson and any other person pursuant to which she was appointed as a director. Ms. Gibson is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K.
A copy of the Company’s related press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CNO Financial Group, Inc. | |||||||||||
| Date: January 15, 2026 | By: | /s/ Paul H. McDonough | |||||||||
| Paul H. McDonough | |||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||
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