CNO 8-K
CNO Financial Group, Inc. (CNO)
8-K
2026-02-11
For: 2026-02-10
View Original
Added on
April 11, 2026
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): February 10, 2026
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(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 | ||||||||||||
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 February 10, 2026, Director Mary R. (Nina) Henderson informed the Board of Directors (the “Board”) of CNO Financial Group, Inc. (“CNO” or the “Company”) that she will retire from the Board upon completion of her current term at the 2026 annual meeting of shareholders. Ms. Henderson’s decision to retire and not seek reelection to the Board was not based on any disagreement with the Company on any matter relating to the Company's operations, policies or practices.
A copy of the Company’s related press release is attached hereto as Exhibit 99.1.
Item 7.01 Regulation FD Disclosure.
On February 11, 2026, the Company issued a press release to announce that the Board declared a quarterly dividend of $0.17 per common share, payable on March 24, 2026 to shareholders of record as of the close of business on March 10, 2026. In addition, the Company announced that its annual meeting of shareholders will be held on May 12, 2026. A copy of the Company’s press release is attached hereto as Exhibit 99.1.
The information in this Item 7.01 and Exhibit 99.1 attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Furthermore, the information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
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: February 11, 2026 | By: | /s/ Paul H. McDonough | |||||||||
| Paul H. McDonough | |||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||
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Exhibit 99.1 For Immediate Release CNO Financial Group Declares $0.17 Quarterly Dividend and Announces Virtual Annual Meeting Date Director Nina Henderson to retire CARMEL, Ind., February 11, 2026 – CNO Financial Group, Inc. (NYSE: CNO) announced today that its Board of Directors has declared a quarterly cash dividend of $0.17 per share on the company’s common shares. The dividend will be payable March 24, 2026, to shareholders of record at the close of business on March 10, 2026. The company announced that its annual meeting of shareholders will be held via a virtual, live webcast at 8:00 a.m. ET on May 12, 2026. Holders of record at the close of business on March 16, 2026, will be able to participate in, vote and submit questions during the virtual meeting. CNO also announced that Nina Henderson will retire from the company’s Board of Directors at the conclusion of her current term, which ends upon the close of the annual meeting. Henderson joined CNO’s Board in 2012 and she serves as Chair of the Human Resources and Compensation Committee and as a member of the Investment Committee. “Nina has been a valued presence on our Board for the past 14 years, strengthening CNO through her decades of experience in customer insights, business operations, human capital management and governance,” said Board Chair Dan Maurer. “Her distinguished service reflects a deep commitment to CNO and our long-term success. On behalf of the Board and management team, we thank Nina for her many contributions and wish her continued success in her future endeavors.” Following Henderson’s retirement, the CNO Board will be comprised of nine directors. The other nine current directors have been nominated for re-election at the annual meeting. About CNO Financial Group CNO Financial Group, Inc. (NYSE: CNO) secures the future of middle-income America. CNO provides life and health insurance, annuities and financial services through our family of brands, including Bankers Life, Colonial Penn, Optavise and Washington National. Our customers work hard to save for the future, and we help protect their health, income and retirement needs with 3.2 million policies and $38.8 billion in total assets. Our 3,300 associates, 5,000 exclusive agents and more than 7,000 independent partner agents guide individuals, families and businesses through a lifetime of financial decisions. For more information, visit CNOinc.com. For further information: CNO News Media Valerie Dolenga [email protected] CNO Investor Relations Adam Auvil [email protected] - ### -