CNOファイナンシャルの適時開示・その他

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						Press release of CNO Financial Group, Inc., dated January 15, 2026.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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

EX-99.1 2 a8k_2026jan15xexhibit991.htm EX-99.1 a8k_2026jan15xexhibit991

Exhibit 99.1 For Immediate Release CNO Financial Group Appoints Linda Gibson to its Board of Directors CARMEL, Ind., Jan. 15, 2026 – CNO Financial Group (NYSE: CNO) announced today that its board of directors has appointed Linda Gibson as a Director, effective immediately. Gibson is the former Chairperson and Chief Executive Officer of PGIM Quantitative Solutions, which is the quantitative equity and multi-asset specialist within Prudential Financial’s global investment management business. Gibson’s appointment increases the size of the CNO Board to 10 directors. “We are pleased to welcome Linda to the CNO Board of Directors,” said Board Chair Dan Maurer. “With more than 30 years’ experience leading global investment management businesses, Linda is a widely regarded executive in the financial services industry. Her significant leadership expertise in investment strategy, asset management and technology-enabled solutions aligns closely with CNO’s focus on sustained growth and long-term shareholder return. We look forward to the valuable perspective she will bring to the CNO Board.” As the Chairperson and Chief Executive Officer of PGIM Quantitative Solutions from 2021 to 2025, Gibson set the global strategic direction for the firm including oversight of PGIM Wadhwani, its London- based alternatives manager. She also served as Chief Business Officer from 2019 to 2021 with accountability for a wide range of functions. Prior to joining PGIM Quantitative Solutions, Gibson served as Executive Vice President and Head of Global Distribution for OMAM Asset Management, now Acadian Asset Management, and Chief Executive Officer of OMAM International. During her 17 years at the firm, she held various executive and global strategy positions, including Interim Chief Executive Officer, Chief Operating Officer, Head of Affiliate Management and General Counsel. Gibson received a bachelor’s degree in mathematics from Bates College and a Juris Doctor degree from Boston University School of Law. About CNO Financial Group CNO Financial Group, Inc. (NYSE: CNO) secures the future of middle-income America. CNO provides life and health insurance, annuities, financial services and workforce benefits solutions 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 3.3 million policies and $38.3 billion in total assets. Our 3,300 associates, 4,900 exclusive agents and more than 6,500 independent partner agents guide individuals, families and businesses through a lifetime of financial decisions. For more information, visit CNOinc.com.

- 2 - For further information: CNO News Media Valerie Dolenga Valerie.Dolenga@CNOinc.com CNO Investor Relations Adam Auvil Adam.Auvil@CNOinc.com