CNO registers 2,000,000 shares for LTIP after May 8, 2025 approval

Q: How many shares is CNO registering on Form S-8?

The filing registers an additional 2,000,000 shares of the Company's common stock for issuance under the Plan.

Q: When were the Plan amendment and stockholder approval for CNO (CNO) adopted and approved?

The board adopted the amendment on February 12, 2025 and the Company's stockholders approved it on May 8, 2025 .

Q: What specific changes to the Long-Term Incentive Plan does the S-8 state?

The amendment increases shares reserved and the number of incentive stock options by 2,000,000 shares and extends the termination date to the day before the tenth anniversary of stockholder approval.

Q: Who signed the Form S-8 for CNO Financial Group?

The registrant's Form S-8 was signed by Gary C. Bhojwani as Chief Executive Officer on August 7, 2025 , with additional officer and director signatures included.

[S-8] CNO Financial Group, Inc. Employee Benefit Plan Registration

Filing Impact

(No impact)

Filing Sentiment

(Neutral)

Form Type

S-8

Rhea-AI Filing Summary

CNO Financial Group filed a Form S-8 to register an additional 2,000,000 shares of common stock for issuance under its Amended and Restated Long-Term Incentive Plan. The board adopted the amendment on February 12, 2025 and stockholders approved it on May 8, 2025. The amendment increases the number of shares reserved and the number of incentive stock options that may be granted by 2,000,000 shares and extends the plan termination to the day immediately prior to the tenth anniversary of stockholder approval.

The filing omits Part I prospectus text under Rule 428 and incorporates prior S-8 registration statements and recent Exchange Act filings by reference, including the Annual Report for the year ended December 31, 2024 (filed February 26, 2025) and quarterly reports filed May 7, 2025 and August 6, 2025.

Positive

Registers an additional 2,000,000 shares of common stock for issuance under the Amended and Restated Long-Term Incentive Plan.
Increases the number of incentive stock options that may be granted under the Plan by 2,000,000 shares.
Extends the Plan termination date to the day immediately prior to the tenth anniversary of stockholder approval, preserving long-term grant authority.
Board and stockholder approvals documented (board adopted February 12, 2025; stockholder approval May 8, 2025).
Incorporates prior registration statements and Exchange Act filings by reference, maintaining continuity with previously registered securities.

Negative

None.

Insights

TL;DR: S-8 registers 2,000,000 shares, expands option capacity and extends plan term; a routine employee compensation update.

The filing explicitly registers an additional 2,000,000 shares for the Amended and Restated Long-Term Incentive Plan, increasing the pool of shares and the number of incentive stock options available by the same amount. The board adopted the amendment on February 12, 2025 and stockholders approved it on May 8, 2025. The plan termination date is extended to the day immediately prior to the tenth anniversary of stockholder approval, preserving long-term grant capacity. This is a standard mechanism to support ongoing equity-based compensation; the filing itself contains no earnings, valuation, or dilution metrics.

TL;DR: Board and shareholder approvals documented; filing incorporates prior S-8s and Exchange Act reports by reference.

The Registration Statement incorporates by reference prior S-8 registration statements (2003, 2010, 2017, 2020) and recent Exchange Act filings, including the Annual Report for fiscal 2024 (filed February 26, 2025) and quarterly reports filed May 7, 2025 and August 6, 2025. Signatures show corporate officers and directors authorized the filing, with the registrant signing on August 7, 2025. The document follows standard S-8 practice, omits Part I prospectus text under Rule 428, and includes customary indemnification, insurance and bylaws/certificate references.

08/08/2025 - 04:50 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

Registration Statement Under the Securities Act of 1933

CNO Financial Group, Inc.

(Exact name of registrant as specified in its charter)


Delaware						75-3108137
(State or other jurisdiction of incorporation)						(I.R.S. Employer Identification No.)

11299 Illinois Street

Carmel, Indiana 46032

(Address of Principal Executive Offices) (Zip Code)

CNO Financial Group, Inc. Amended and Restated Long-Term Incentive Plan

(Full title of the plan)

Matthew J. Zimpfer

CNO Financial Group, Inc.

11299 Illinois Street, Suite 200

Carmel, Indiana 46032

(Name and address of agent for service)

(317) 817-6100

(Telephone number, including area code, of agent for service)

With copies to:

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019-6099

(212) 728-8000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

⮽

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 is filed by CNO Financial Group, Inc. (the “Company”) to register an additional 2,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), for issuance under the CNO Financial Group, Inc. Amended and Restated Long-Term Incentive Plan (the “Plan”). The amendment and restatement of the Plan, which was adopted by the Company’s board of directors on February 12, 2025 and approved by the Company’s stockholders on May 8, 2025: (i) increased the number of shares of Common Stock reserved and available for issuance under the Plan by the number of shares being registered herein; (ii) increased the number of incentive stock options that may be granted pursuant to the Plan by the number of shares being registered herein; and (iii) extended the termination date to the day immediately prior to the tenth anniversary of the date on which the Company’s stockholders approved the amendment and restatement of the Plan.

The shares of the Company’s Common Stock previously reserved for issuance under the Plan were registered pursuant to the Registration Statements on Form S-8 filed by the Company with the Securities and Exchange Commission (the “Commission”) on September 16, 2003 (File No. 333-108835), May 13, 2010 (File No. 333-166788), May 11, 2017 (File No. 333-217884) and May 11, 2020 (File No. 333-238163) (collectively, the “Prior Registration Statements”). This Registration Statement relates to securities of the same class as that to which the Prior Registration Statements relate and is filed pursuant to General Instruction E to Form S-8. Accordingly, the contents of the Prior Registration Statements are incorporated herein by reference, to the extent not superseded or amended hereby.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement in accordance with Rule 428 of the Securities Act and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I of Form S-8 have been or will be delivered to participants in the Plan to which this Registration Statement relates, as specified by Rule 428(b)(1) of the Securities Act. Such documents are not required to be, and are not, filed with the Commission either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act. Such documents and the documents incorporated herein by reference pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents previously filed by the Company with Commission, pursuant to the Securities Act or Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereby incorporated by reference into this Registration Statement:

(a) The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the Commission on February 26, 2025, including the portions of the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on March 26, 2025, to the extent specifically incorporated by reference therein;

(b) The Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025 filed with the Commission on May 7, 2025;

(c) The Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025 filed with the Commission on August 6, 2025;

(d) The Company’s Current Reports on Form 8-K filed with the Commission on January 3, 2025 and May 12, 2025, to the extent each such report is filed, not furnished; and

(e) The description of the Company’s Common Stock registered pursuant to Section 12 of the Exchange Act contained in the Company’s Registration Statement on Form 8-A filed with the Commission on September 10, 2003, including any amendments or reports filed for the purpose of updating that description.

Except to the extent that information therein is deemed furnished and not filed pursuant to the Exchange Act, all documents that may be filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall also be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents.

Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such earlier statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this Registration Statement.

Item 6. Indemnification of Directors and Officers.

The Company is incorporated in the State of Delaware. The Company maintains directors’ and officers’ liability insurance that insures any person who is a director or officer of the Company against any liability incurred by him or her in any such capacity or arising out of his or her status as a director or officer. Additionally, the Company and certain of its subsidiaries have entered into indemnification agreements with the Company’s directors.

Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”) permits a corporation, in its certificate of incorporation, to eliminate or limit the liability of a director to the corporation or its stockholders for monetary damages for breaches of fiduciary duty as a director or officer, provided that such a provision shall not eliminate or limit the liability of: (i) a director or officer for any breach of the director’s or officer’s duty of loyalty to the corporation or its stockholders; (ii) a director or officer for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) a director under Section 174 of the DGCL (relating to unlawful payment of dividends or unlawful stock purchases or redemptions); (iv) a director or officer for any transaction from which the director or officer derived an improper personal benefit; or (v) an officer in any action by or in the right of the corporation.

Article Nine of the Company’s Amended and Restated Certificate of Incorporation provides that, except to the extent otherwise provided by the DGCL, the Company’s directors shall not be liable to the Company or its stockholders for monetary damages arising from a breach of their fiduciary duty as directors.

Section 145 of the DGCL provides that a Delaware corporation has the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation in such capacity in another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. In the case of an action or suit brought by or in the right of the corporation, indemnification of any director, officer, employee or agent of the corporation (or person serving at the request of the corporation in such capacity in another enterprise) against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit is permitted if such person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation; however, no indemnification is permitted in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the Delaware Court of Chancery, or the court in which such action or suit was brought, shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

Article Nine of the Company’s Amended and Restated Certificate of Incorporation provides generally that the Company will indemnify any person who was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement as a witness) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director, officer or employee of the Company or a wholly owned subsidiary of the Company or, while a director, officer or employee of the Company or a wholly owned subsidiary of the Company, is or was serving at the request of the Company or a wholly owned subsidiary of the Company as a director, officer, employee, partner, member, manager, trustee, fiduciary or agent of another corporation or of a partnership, joint venture, limited liability company, trust or other entity or enterprise, including service with respect to an employee benefit plan shall be indemnified and held harmless by the Company to the fullest extent authorized by the DGCL.

Under the DGCL, a Delaware corporation has the power to purchase and maintain insurance on behalf of any person who is or was director, officer, employee or agent of the corporation or is or was serving in such capacity at the request of the corporation for another enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation has the power to indemnify such person against such liability under the Section 145 of the DGCL.

Article V of the Company’s Amended and Restated Bylaws permits the Company to purchase and maintain insurance on its own behalf and on behalf of any person who is or was a director, officer, employee, partner, member, manager, trustee, fiduciary or agent of the Company or a wholly owned subsidiary of the Company or was serving at the request of the Company or a wholly owned subsidiary of the Company as a director, officer, employee, partner, member, manager, trustee, fiduciary or agent of another corporation, partnership, joint venture, limited liability company, trust or other entity or enterprise against any expense, liability or loss asserted against such person and incurred by such person in any such capacity, whether or not the Company would have the power to indemnify such person against such expenses, liability or loss under the DGCL.

Item 8. Exhibits.


Exhibit No.						Description

3.1						Amended and Restated Certificate of Incorporation of CNO Financial Group, Inc., dated July 31, 2025, incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q filed August 6, 2025.
3.2						Amended and Restated Bylaws of CNO Financial Group, Inc., dated as of August 7, 2024, incorporated by reference to Exhibit 3.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024.
4.1						Fifth Amended and Restated Section 382 Rights Agreement, dated as of November 10, 2023, between CNO Financial Group, Inc. and Equiniti Trust Company, LLC, as rights agent, which includes the Certificate of Designations for the Series F Junior Participating Preferred Stock as Exhibit A, the Form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Shares as Exhibit C, incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed November 13, 2023.
5.1*						Opinion of Willkie Farr & Gallagher LLP.
23.1*						Consent of PricewaterhouseCoopers LLP.
23.2*						Consent of Willkie Farr & Gallagher LLP (included in the opinion filed as Exhibit 5.1).
24.1*						Power of Attorney (included in the signature pages to this Registration Statement).
99.1						CNO Financial Group, Inc. Amended and Restated Long-Term Incentive Plan, incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed May 12, 2025.
107*						Filing Fee Table.

*Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Carmel, State of Indiana, on August 7, 2025.


			CNO FINANCIAL GROUP, INC.

			By:			/s/ Gary C. Bhojwani
						Gary C. Bhojwani
						Chief Executive Officer

SIGNATURES AND POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Gary C. Bhojwani, Paul H. McDonough and Matthew J. Zimpfer, and each of them severally, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitute or his, her or their substitutes, may lawfully do or cause to be done by virtue hereof and the rights and powers herein granted.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates so indicated.

Signature

Title

Date

/s/ Gary C. Bhojwani

Director and

August 7, 2025

Gary C. Bhojwani

Chief Executive Officer

/s/ Paul H. McDonough

Executive Vice President

August 7, 2025

Paul H. McDonough

and Chief Financial Officer

/s/ Joel T. Koehneman

Senior Vice President and

August 7, 2025

Joel T. Koehneman

Chief Accounting Officer

/s/ Archie M. Brown

Director

August 6, 2025

Archie M. Brown

/s/ David B. Foss

Director

August 6, 2025

David B. Foss

/s/ Mary R. (Nina) Henderson

Director

August 6, 2025

Mary R. (Nina) Henderson

/s/ Adrianne B. Lee

Director

August 6, 2025

Adrianne B. Lee

[Signatures continue on the following page.]

Signature

Title

Date

/s/ Daniel R. Maurer

Director

August 7, 2025

Daniel R. Maurer

/s/ Chetlur S. Ragavan

Director

August 6, 2025

Chetlur S. Ragavan

/s/ Steven E. Shebik

Director

August 7, 2025

Steven E. Shebik

/s/ Jessica A. Turner

Director

August 7, 2025

Jessica A. Turner

Source:

FAQ

How many shares is CNO registering on Form S-8?

The filing registers an additional 2,000,000 shares of the Company's common stock for issuance under the Plan.

When were the Plan amendment and stockholder approval for CNO (CNO) adopted and approved?

The board adopted the amendment on February 12, 2025 and the Company's stockholders approved it on May 8, 2025.

What specific changes to the Long-Term Incentive Plan does the S-8 state?

The amendment increases shares reserved and the number of incentive stock options by 2,000,000 shares and extends the termination date to the day before the tenth anniversary of stockholder approval.

Does this Registration Statement include a prospectus for participants?

Part I prospectus information is omitted under Rule 428; those documents have been or will be delivered to plan participants and are not filed as part of this S-8.

Which prior filings are incorporated by reference into this S-8 for CNO?

The filing incorporates prior S-8 registration statements (Sept 16, 2003; May 13, 2010; May 11, 2017; May 11, 2020) and Exchange Act filings including the Annual Report for year ended Dec 31, 2024 (filed Feb 26, 2025) and quarterly reports filed May 7, 2025 and Aug 6, 2025.

Who signed the Form S-8 for CNO Financial Group?

The registrant's Form S-8 was signed by Gary C. Bhojwani as Chief Executive Officer on August 7, 2025, with additional officer and director signatures included.

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[S-8] CNO Financial Group, Inc. Employee Benefit Plan Registration

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FAQ

How many shares is CNO registering on Form S-8?

When were the Plan amendment and stockholder approval for CNO (CNO) adopted and approved?

What specific changes to the Long-Term Incentive Plan does the S-8 state?

Does this Registration Statement include a prospectus for participants?

Which prior filings are incorporated by reference into this S-8 for CNO?

Who signed the Form S-8 for CNO Financial Group?

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[S-8] CNO Financial Group, Inc. Employee Benefit Plan Registration

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Corporate Governance Expert neutral

FAQ

How many shares is CNO registering on Form S-8?

When were the Plan amendment and stockholder approval for CNO (CNO) adopted and approved?

What specific changes to the Long-Term Incentive Plan does the S-8 state?

Does this Registration Statement include a prospectus for participants?

Which prior filings are incorporated by reference into this S-8 for CNO?

Who signed the Form S-8 for CNO Financial Group?

NYSE:CNO

CNO Rankings

CNO Latest News

CNO Latest SEC Filings

CNO Stock Data