CNO Financial Group Inc

By-Laws Amendment

On August 7, 2024, the CNO Board of Directors adopted amendments to the Company’s By-Laws that eliminated the requirement that a stockholder nominee for director submit an irrevocable letter of resignation, that would become effective upon a determination that certain misrepresentations or breaches were made. The By-Laws were also amended to make certain minor revisions to the information a stockholder is required to provide in connection with a proposal to bring business (including a nominee for director) before a stockholders' meeting.

The foregoing summary of the amendments to the Company’s By-Laws does not purport to be complete and is qualified in its entirety by the full text of the Amended and Restated By-Laws, which is attached as Exhibit 3.2 to this Form 10-Q and incorporated herein by reference.

Rule 10b5-1 Trading Arrangements

During the second quarter of 2024, certain officers (as defined in Rule 16a-1(f) of the Exchange Act) (the "Section 16 officers") of the Company adopted separate Rule 10b5-1 trading arrangements (as defined in Item 408(a) of Regulation S-K) for the sale of the Company’s common stock. The following summarizes the material terms of such Rule 10b5-1 trading arrangements, which are intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act and the Company’s policies regarding transactions in Company securities:

(a) Or such earlier date that the aggregate amount of shares has been sold.

During the second quarter of 2024, none of the Company's directors and no other Section 16 officers adopted, terminated or modified a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).