2025 Proxy Statement

Notice of Annual Meeting of Shareholders

Voting Items

Proposal 1:To elect the nine directors nominated to the Board of Directors of the Company and named in the Proxy Statement, each for a one-year term ending in 2026.

Proposal 2:To approve, by non-binding advisory vote, the executive compensation of the Company's Named Executive Officers as disclosed in the Proxy Statement.

Proposal 3:To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2025.

Proposal 4:To approve the Amended & Restated Certificate of Incorporation to include the Replacement NOL Protective Amendment.

Proposal 5:To approve the Amended & Restated Long-Term Incentive Plan.

Proposal 6:To approve the Amended & Restated Employee Stock Purchase Plan.

To consider other matters,if any, as may properly come before the Annual Meeting and any adjournment or postponement thereof.

The Board of Directors unanimously recommends that you vote FOR all director nominees and in favor of approving Proposals 2, 3, 4, 5 and 6.

Your Vote is Important.

In accordance with the rules of the U.S. Securities and Exchange Commission (the "SEC"), on or about March 26, 2025, we either mailed you a Notice of Internet Availability of Proxy Materials (the "Notice") notifying you how to vote online and how to access an electronic copy of this Proxy Statement and the Company's Annual Report to Shareholders (together referred to as the "Proxy Materials") or mailed you a complete set of the Proxy Materials and proxy card. If you have not received but would like to receive printed copies of these documents, including a proxy card in paper format, you should follow the instructions for requesting such materials contained in the Notice.

If you received a paper copy of the Proxy Materials, management and the Board of Directors (the "Board") respectfully request that you date, sign and retuthe enclosed proxy card in the postage-paid envelope so that we receive the proxy card prior to the Annual Meeting. Alternatively, you may follow the instructions on your proxy card or Notice for submitting a proxy electronically or by telephone. If your shares are held in the name of a bank, broker or other holder of record, please follow the procedures as described in the voting form that they send to you. If you subsequently attend the virtual meeting, you may withdraw your proxy and vote during the meeting. Our Proxy Statement follows. Our Proxy Statement (including all attachments), the Company's Annual Report to Shareholders (which includes the Annual Report on Form 10-K for the year ended December 31, 2024) (which is not deemed to be part of the official proxy soliciting materials), and any amendments to the foregoing materials that are required to be provided to shareholders are available atwww.proxyvote.com. Shareholders may obtain copies of the Proxy Statement, Annual Report to Shareholders (including financial statements and schedules thereto) and form of proxy relating to this or future meetings of the Company's shareholders, free of charge on our website atwww.CNOinc.comin the "Investors- Financials-SEC Filings" section, by calling (317) 817-2893 or by emailing the Company atir@CNOinc.com.

By Order of the Board of Directors,

Vice President, Deputy General Counsel and SecretaryMarch 26, 2025

Carmel, Indiana

Table of Contents

A Note About Non-GAAP Financial Measures. . . .1

About CNO Financial Group. . . . . . . . . . . . . . . . . . .2

Company Initiatives. . . . . . . . . . . . . . . . . . . . . . . .3

Company Results. . . . . . . . . . . . . . . . . . . . . . . . .3

Annual Meeting Information. . . . . . . . . . . . . . . . . .6

Proposal 1-Election of Directors. . . . . . . . . . . . . .9

Board Composition. . . . . . . . . . . . . . . . . . . . . . . .10

Board of Directors' Skills and Experience. . . . .11

Board Refreshment. . . . . . . . . . . . . . . . . . . . . . . .13

Board Evaluation. . . . . . . . . . . . . . . . . . . . . . . . . .14

Director Biographies. . . . . . . . . . . . . . . . . . . . . . .15

Board and Governance Matters. . . . . . . . . . . . . . . .21

Board Committees. . . . . . . . . . . . . . . . . . . . . . . .21

Director Compensation. . . . . . . . . . . . . . . . . . . . .25

Board Leadership Structure. . . . . . . . . . . . . . . . .28

Board Meetings and Attendance. . . . . . . . . . . . .29

Director Independence. . . . . . . . . . . . . . . . . . . . .29

Board's Role in Risk Oversight. . . . . . . . . . . . . .30

Relationship of Compensation Policies and

Practices to Risk Management. . . . . . . . . . . . . .33

Other Governance Matters. . . . . . . . . . . . . . . . . .34

Approval of Related Person Transactions. . .34

Code of Conduct. . . . . . . . . . . . . . . . . . . . . . . .34

Corporate Governance Guidelines. . . . . . . . . .34

Communications with Directors. . . . . . . . . . . .35

Compensation Committee Interlocks and

Insider Participation. . . . . . . . . . . . . . . . . . . . .35

Copies of Corporate Documents. . . . . . . . . . .35

2024 Shareholder Outreach. . . . . . . . . . . . . . . . . .36

Corporate Social Responsibility. . . . . . . . . . . . . . . .36

Human Capital Management. . . . . . . . . . . . . . . . . .37

Proposal 2-Non-Binding Advisory Vote on

Executive Compensation. . . . . . . . . . . . . . . . . . . . .39

Executive Compensation. . . . . . . . . . . . . . . . . . . . .40

Compensation Discussion and Analysis. . . . . .40

Compensation Committee Report. . . . . . . . . . . .67

Summary Compensation Table for 2024. . . . . .68

Grants of Plan-Based Awards in 2024. . . . . . . .70

Narrative Supplement to the Summary Compensation Table for 2024 and the Grants

of Plan-Based Awards in 2024 Table. . . . . . . . .71

Outstanding Equity Awards at 2024 Fiscal

Year-End. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .72

Option Exercises and Stock Vested in 2024. .75

Nonqualified Deferred Compensation in 2024.75

Potential Payments Upon Termination or

Change in Control. . . . . . . . . . . . . . . . . . . . . . . . .76

CEO Pay Ratio. . . . . . . . . . . . . . . . . . . . . . . . . . . .79

Pay Versus Performance. . . . . . . . . . . . . . . . . . .80

Proposal 3-Ratification of the Appointment of

Our Independent Registered Public Accounting

Firm for 2025. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .83

Fees Paid to PricewaterhouseCoopers LLP. . . .84

Pre-Approval Policy and Independence. . . . . . . .84

Report of the Audit & Enterprise Risk

Committee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .85

Proposal 4-Approval of Amended & Restated Certificate of Incorporation to Include the

Replacement NOL Protective Amendment. . . . . .86

Proposal 5-Approval of the Amended &

Restated Long-Term Incentive Plan. . . . . . . . . . . .93

Proposal 6-Approval of the Amended &

Restated Employee Stock Purchase Plan. . . . . . .103

Stock Ownership Information. . . . . . . . . . . . . . . . .108

Other Information. . . . . . . . . . . . . . . . . . . . . . . . . . .110

Shareholder Proposals for 2026 Annual

Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .110

Annual Report. . . . . . . . . . . . . . . . . . . . . . . . . . . .110

Householding of Proxy Materials. . . . . . . . . . . . .111

Other Matters. . . . . . . . . . . . . . . . . . . . . . . . . .. .111

ANNEX A-Information Related to Certain Non-

GAAP Financial Measures. . . . . . . . . . . . . . . . . . . .A-1

ANNEX B-Amended & Restated Certificate of

Incorporation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .B-1

ANNEX C-Amended & Restated Long-Term

Incentive Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .C-1

ANNEX D-Amended & Restated Employee Stock

Purchase Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .D-1

A Note About Non-GAAP Financial Measures

In this Proxy Statement, we refer to certain non-GAAP financial measures when discussing our financial and operational results during 2024: book value per diluted share, excluding accumulated other comprehensive income (loss); debt-to-total-capital ratio, excluding accumulated other comprehensive income (loss); free cash flow; net operating income; net operating income per diluted share; net operating loss carryforwards; operating retuon equity ("ROE"); operating ROE, excluding significant items; operating earnings per share ("EPS"); and operating EPS, excluding significant items.

For additional information regarding these and certain other non-GAAP financial measures and for reconciliations to the most directly comparable financial measures calculated in accordance accounting principles generally accepted in the U.S. ("GAAP"), please refer toAnnex A-Information Related to Certain Non-GAAP Financial Measuresto this Proxy Statement and the financial information set forth in our quarterly and annual reports filed with the Securities and Exchange Commission.

About CNO Financial Group

Our Business

CNO Financial Group, Inc. ("CNO," the "Company," "we," "us," or "our") is a Fortune 1000™ company with $4.4 billion in total revenues for the year ended December 31, 2024. Our mission is to secure the future of middle-income America by providing insurance and financial services that help protect their health, income and retirement needs, while building enduring value for all our stakeholders. Our strategic plan focuses on delivering long-term value for our shareholders.

CNO has a unique set of highly valuable distribution assets that market our annuity, health and life insurance products and workforce benefits solutions. We view the financial results of our business based on our consolidated product line segments (annuity, health and life) and the investment and fee income segments.

CNO's operating model is divided into the Consumer and Worksite Divisions, which aligns to the customers we serve. This transformative business structure, first introduced in January 2020, continues to be an effective model that drives clear business results today.

The Consumer Division serves individual consumers with a broad product portfolio of insurance and financial solutions, engaging with them on the telephone, virtually, online, face-to-face with agents or through a combination of sales channels.

The Worksite Division focuses on the sale of voluntary benefit life and health insurance products for businesses, associations and other membership groups, interacting with customers at their place of employment and virtually. The division also offers benefits administration technology and year-round advocacy services to reduce costs and increase benefits engagement to employers and their employees.

Operating in both our Consumer and Worksite channels, our exclusive agent distribution force is among the largest in the industry and has deep and established customer relationships. We also operate a leading direct-to-consumer life insurance business with significant brand awareness and a highly leverageable platform. Our integrated distribution is designed to optimize lead sharing and cross-sell opportunities between channels.

Throughout 2024, our focus remained squarely on delivering growth and executing our strategic priorities. Our full-year performance underscores the health and strength of our business model and lays the foundation for sustained profitable growth.

2024 Business and Operational Highlights

CNO delivered exceptional 2024 financial results, demonstrating our ability to grow the franchise while also growing earnings and improving profitability. Building on ten consecutive quarters of sales growth and strong agent force metrics, 2024 represented one of CNO's best operating performances of the past several years, highlighted by production records across both divisions. Our results were broad-based across earnings, production, investment results and capital.

Within the Consumer Division, we delivered sales growth and increased producing agent counts every quarter. We executed well, reporting record sales across multiple product categories. Our strong performance illustrated the continued benefits of deepening the integration between our direct-to-consumer and exclusive field agency channels, which drives cross-channel efficiencies to better serve our customers. Our unique ability to marry a virtual connection with our established in-person agent force - who complete the critical "last mile" of sales and service delivery - remains a key differentiator. It allows us to build deeper, more meaningful relationships with our underserved middle-market clients and establish a level of trust that is difficult to duplicate without local agents. New and enhanced products introduced over the last several years continued to deliver sales growth. We once again increased the number of Medicare Advantage carrier plans available through our online health insurance marketplace, ensuring that we can offer more choices in each local market.

Within the Worksite Division, we posted record full-year insurance sales and strong agent recruiting. We serve a wide range of clients and industries with our diversified distribution through exclusive agents, brokers and independent partners. Our solid performance illustrated the value that employers recognize in our integrated insurance and benefits solutions. New products and strategic initiatives contributed significantly to our Worksite insurance sales growth in 2024, and we remain well-positioned in the ever-changing workplace environment. Further integrating our unique set ofcapabilities helps us get deeper into the employer/employee value chain and strengthen our position to capture future growth.

Our fee business continued to grow the top line, complementing our underwriting and spread-based businesses and further diversifying our sources of revenue.

Our high-quality investment portfolio delivered strong returns and credit performance. Net investment income results benefited from the combination of strong new money rates and sales production, which drove growth in net insurance liabilities and the assets supporting them.

Over the past several years, we made a number of strategic decisions that have contributed significantly to the Company's performance in 2024. These decisions include completing the strategic transformation of our business model, offering brokerage and advisory services, and establishing our Bermuda reinsurance structure, among others. We also continued to successfully implement initiatives to drive sustainable sales growth, such as optimizing agent recruiting, agent productivity and our broad product portfolio.

Company Initiatives

CNO's mission is to secure the future of middle-income America by providing insurance and financial services that help protect their health, income and retirement needs, while building enduring value for all our stakeholders.

Our strategic objectives remain aligned to past years:

• »Focus on serving the underserved middle-income market.

• »Extend the breadth and depth of our product offerings.

• »Leverage our diverse and integrated distribution channels and broad product and services portfolio.

• »Enhance the customer experience.

• »Improve our operating retuon equity.

• »Deploy excess capital to its highest and best use.

Company Results

Strong Financial and Operational Performance

As a result of the positive momentum created by growth initiatives that were implemented over the past few years and strong management execution against those initiatives, we delivered solid results in 2024.

»We reported net income of $404.0 million, or $3.74 per diluted share, compared to $276.5 million, or $2.40 per diluted share, in 2023.

»Net operating income* was $429.3 million, or $3.97 per diluted share,* compared to $356.1 million, or $3.09 per diluted share, in 2023.

• •Net operating income excluding significant items* was $410.5 million, or $3.80 per diluted share,* compared to $312.8 million, or $2.72 per diluted share, in 2023.

• •Our results reflect improved insurance product margins, driven by sales growth in all major product categories, strong underwriting and net investment income.

• •Fee revenue improved as we grew our distribution of third-party products, primarily in Medicare Advantage.

• •Demand for our products continued to grow, as we reported sales records in both the Consumer and Worksite Divisions. Compared to the prior year, total new annualized premium ("NAP") was up seven percent.

• •In the Consumer Division, total NAP was up five percent, led by Health products that were up 18%. Also, 2024 was the most productive sales year ever for the Bankers Life field force.

• •Client assets in brokerage and advisory were up 28% year-over-year to a record $4.1 billion.

• •Demand for Worksite products grew to a record for the division, with life and health insurance NAP up 16% for the year.

*Denotes a non-GAAP financial measure. See "A Note About Non-GAAP Financial Measures" on page1, and seeAnnex Afor descriptions of these measures and reconciliations to the comparable GAAP measures.

• •Producing agent count ("PAC") grew every quarter of 2024, with both the Consumer Division and the Worksite Division up eight percent.

• •The fourth quarter of 2024 was (i) the Consumer Division's ninth consecutive quarter of NAP growth and eighth consecutive quarter of PAC growth and (ii) the Worksite Division's 11th consecutive quarter of NAP growth and tenth consecutive quarter of PAC growth.

• •Policy persistency was solid for the year.

Disciplined Expense Management

The insurance industry faced significant expense-related headwinds in 2024 from higher inflation and regulatory administration. In response, we remained focused on balancing expense discipline and operating efficiency against continued investments to drive profitable growth and enhance our technology capabilities and customer service. We posted a full year expense ratio, excluding significant items, of 19.2%, a 20-basis point improvement from 2023, and met our stated guidance for the year.

Returning Capital to Shareholders

CNO remains committed to prudent capital management, including deploying its free cash flow into investments to accelerate profitable growth, common stock dividends and share repurchases.

• »In 2024, the Company generated $284.3 million in free cash flow.* We returned $349.3 million to shareholders - $281.6 million in the form of share repurchases, which reduced our diluted share count outstanding by seven percent, and $67.7 million in the form of common stock dividends. Total capital retuwas up 50% over 2023, primarily as a result of share repurchases being up 70%.

• »For the ten-year period ended December 31, 2024, we returned $3.0 billion to shareholders - $2.4 billion in the form of securities repurchases, which reduced our share count by 50% during this period, and $0.6 billion in the form of common stock dividends.

• »As of December 31, 2024, we had approximately $240.3 million of share repurchase authorization remaining. In February 2025, our Board authorized the repurchase of an additional $500.0 million of our outstanding shares of common stock.

Solid Capital and Liquidity

We ended 2024 with capital and liquidity results well above target levels.

• »The unrestricted cash and investments held by CNO and its non-insurance subsidiaries was $372.5 million, and we had a consolidated risk-based capital ratio of 383% at December 31, 2024.

• »Book value per diluted share, excluding accumulated other comprehensive income (loss),* increased to $37.19 at the end of 2024 from $33.94 at the end of 2023.

• »Our debt-to-total-capital ratio at the end of 2024, excluding accumulated other comprehensive income (loss),* was 32.1%. The debt-to-total-capital ratio was 25.6%, excluding the $500.0 million note that matures in May 2025 and is expected to be repaid with proceeds from the May 2024 $700.0 million debt issuance.

• »Our senior debt is rated investment grade by all four primary rating agencies. During the year, Fitch upgraded our Insurer Financial Strength (IFS) rating to A.

*Denotes a non-GAAP financial measure. See "A Note About Non-GAAP Financial Measures" on page1, and seeAnnex Afor a description of this measure and reconciliation to the comparable GAAP measure.

COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN*

CNO Financial Group, Inc.

S&P Life & Health Insurance IndexS&P MidCap 400 Index

*$100 invested on December 31, 2019 in stock or index, including reinvestment of dividends.

12/31/2019	12/31/2020	12/31/2021	12/31/2022	12/31/2023	12/31/2024
CNO Financial Group, Inc.	$100.00	$125.99	$137.98	$135.77	$169.88	$231.28
S&P Life & Health Insurance Index	100.00	90.52	123.73	136.53	142.87	171.87
S&P MidCap 400 Index	100.00	113.66	141.80	123.28	143.54	163.54

Annual Meeting Information

Q: How are proxies solicited, and who pays the costs of soliciting them?

Proxies may be solicited by mail, telephone, internet or in person. Proxies may be solicited by members of the Board, officers and other Company representatives. All expenses relating to the preparation and distribution to shareholders of the Notice, the Proxy Materials and the form of proxy will be paid by CNO.

Q: Who is entitled to vote?

Only holders of record of shares of CNO's common stock, par value $0.01 per share, as of the close of business on March 10, 2025 will be entitled to vote at the Annual Meeting. On such record date, CNO had 100,286,237 shares of common stock outstanding and entitled to vote at the Annual Meeting and any adjournment or postponement thereof. Each share of common stock will be entitled to one vote with respect to each matter submitted to a vote at the Annual Meeting. Information on how to vote by internet, telephone, mail or during the Annual Meeting is set forth below.

Q: What constitutes a quorum at the Annual Meeting?

The presence in person or by proxy of the holders of a majority of the outstanding shares of common stock entitled to vote at the Annual Meeting is necessary to constitute a quorum.

Q: How do I attend the Annual Meeting?

You will be able to attend, vote and submit your questions during the Annual Meeting via live webcast by visitingwww.virtualshareholdermeeting.com/CNO2025. To participate in the meeting, you must have your 16-digit control number that is shown on your Notice or on your proxy card if you receive the Proxy Materials by mail. If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting log-in webpage.

Q: How do I submit a question to be answered during the Annual Meeting?

This year's shareholders' question-and-answer session will include questions submitted in advance of, and questions submitted live during, the Annual Meeting. If you would like to submit a question in advance of the Annual Meeting, please email your question toir@CNOinc.com. If you would like to submit a question during the Annual Meeting, once you have logged into the webcast, simply type your question in the "ask a question" box and click "submit." Questions pertinent to meeting matters will be answered during the Annual Meeting, subject to time constraints. Any questions pertinent to meeting matters that cannot be answered during the Annual Meeting due to time constraints will be posted on the Company's website after the Annual Meeting.

Q: What will I be voting on at the Annual Meeting?

You are being asked to:

1. Elect the nine directors nominated to the Board;

• 2. Approve, by non-binding advisory vote, the executive compensation of the Company's Named Executive Officers (NEOs) as disclosed in the Proxy Statement;

• 3. Ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2025;

• 4. Approve the Amended & Restated Certificate of Incorporation to include the Replacement NOL Protective Amendment;

• 5. Approve the Amended & Restated Long-Term Incentive Plan; and

• 6. Approve the Amended & Restated Employee Stock Purchase Plan.

The Board unanimously recommends that you vote FOR all director nominees and in favor of approving Proposals 2, 3, 4, 5 and 6.

While it's possible that other matters could come up for a vote at the meeting, the Board is not presently aware of any such matters.

Q: How many votes are needed to approve each proposal?

Assuming that a quorum is present:

»Proposal 1:The affirmative vote of the majority of the votes cast by holders of shares of the Company's common stock present (in person or represented by proxy) and entitled to vote on the proposal at the Annual Meeting is required to elect each director (meaning that the number of votes cast "for" a nominee must exceed the number of votes cast "against" that nominee).

»Proposals 2, 3, 5 and 6:The affirmative vote of a majority of shares of the Company's common stock present (in person or represented by proxy) and entitled to vote on the applicable subject matter at the Annual Meeting is required to approve each of Proposals 2, 3, 5 and 6.

»

Proposal 4:The affirmative vote of the holders of a majority of the Company's issued and outstanding shares of common stock entitled to vote at the Annual Meeting is required to approve Proposal 4.

Q: How do abstentions, unmarked proxy cards and broker non-votes affect the voting results?

Abstentions:Abstentions and shares represented by "broker non-votes," as described below, are counted as present and entitled to vote for the purpose of determining a quorum. Abstentions from voting will have no impact on the election of directors (Proposal 1) and will have the same effect as voting against Proposals 2, 3, 4, 5 and 6.

Unmarked Proxy Cards:If you submit a proxy card without giving specific voting instructions, your shares will be voted in accordance with the Board recommendations set forth above.

Broker Non-Votes:A broker non-vote occurs if you hold your shares in street name and do not provide voting instructions to your broker, bank or other holder of record on a proposal and your broker, bank or other holder of record does not have discretionary authority to vote on such proposal. The New York Stock Exchange ("NYSE") rules determine whether uninstructed brokers have discretionary voting power on a particular proposal. Under NYSE rules, the ratification of the selection of an independent registered public accounting firm (Proposal 3) is considered a "routine" matter, and your broker, bank or other holder of record generally will have discretion to vote your shares on Proposal 3 if you have not furnished voting instructions. Brokers, however, do not have discretion to vote on Proposals 1, 2, 4, 5 or 6 because they are considered "non-routine matters." If you do not provide your broker with voting instructions for those proposals, then your broker will be unable to vote your shares on those proposals and will report your shares as "broker non-votes." Like abstentions, the shares represented by broker non-votes are counted as present for the purpose of establishing a quorum. Unlike abstentions, however, broker non-votes are not counted for the purpose of determining the number of shares present (in person or represented by proxy) and entitled to vote on particular proposals. As a result, broker non-votes will not be counted in the tabulation of voting results for Proposals 1, 2, 5 and 6. Broker non-votes will have the effect of voting against Proposal 4.

Q: Why did I receive this Proxy Statement or Notice of Internet Availability of Proxy Materials?

On or about March 26, 2025, we either mailed you (i) a Notice detailing how to vote online and how to access an electronic copy of the Proxy Materials or (ii) a complete set of the Proxy Materials. If you received the Notice but would like to receive printed copies of the Proxy Materials and proxy card, please follow the instructions for requesting such materials in the Notice. A completed proxy should be returned in the envelope provided to you for that purpose (if you have requested or received a paper copy of the Proxy Materials) for delivery no later than May 7, 2025, as further detailed below. If the form of proxy is properly executed and delivered in time for the Annual Meeting, the named proxy holders will vote the shares represented by the proxy in accordance with the instructions marked on the proxy.

Each shareholder may appoint a person (who need not be a shareholder) other than the persons named in the proxy to represent him or her at the Annual Meeting by properly completing a proxy. Persons appointed as proxies may vote at their discretion on other matters as may properly come before the meeting.

Whether or not you plan to attend the Annual Meeting, we encourage you to grant a proxy to vote your shares.

Attachments

• Original document
• Permalink

Disclaimer

CNO Financial Group Inc. published this content on March 26, 2025, and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on March 26, 2025 at 20:41:45.280.