CNO Financial Group, Inc. filed a Form 8-K on November 13, 2026, disclosing that it entered into a Sixth Amended and Restated Section 382 Rights Agreement on that same date, extending its shareholder rights plan through November 13, 2029.

Key Highlights

  • New agreement dated November 13, 2026: CNO Financial entered into the Sixth Amended and Restated Section 382 Rights Agreement with Equiniti Trust Company, LLC as rights agent.
  • Extended expiration date: The Amended Rights Agreement extends the final expiration date to November 13, 2029, from the prior deadline of November 13, 2026.
  • Updated purchase price: Each Right entitles the holder to purchase one one-thousandth of a share of Series G Junior Participating Preferred Stock at a price of $255.00 per one one-thousandth of a share.
  • Ownership threshold retained: The agreement continues to act as a deterrent to any person acquiring beneficial ownership of 4.99% or more of shares of Common Stock or other Company 382 Securities without Board approval.
  • New preferred stock series: The amendments provide for a new series of preferred stock related to the Rights that is, according to the filing, "substantially identical to the prior series of preferred stock."
  • Shareholder vote planned: The company disclosed it expects to submit the Amended Rights Agreement to shareholders for approval at the 2027 annual meeting.

CNO Financial's Sixth Rights Plan Amendment: Key Terms and Purpose

CNO Financial Group, Inc. (NYSE:CNO), headquartered in Carmel, Indiana, filed a Form 8-K on November 13, 2026, reporting its entry into the Sixth Amended and Restated Section 382 Rights Agreement. According to the filing, the Amended Rights Agreement became effective on November 13, 2026, the same day the Fifth Amended Rights Agreement was scheduled to expire. The rights agent under the agreement is Equiniti Trust Company, LLC, described in the filing as successor to American Stock Transfer and Trust Company, LLC.

The filing states that the Amended Rights Agreement "is intended to help protect the Company's tax net operating loss carryforwards." The original rights plan dates to January 20, 2009, when the Board declared a dividend of one preferred share purchase right for each outstanding share of Common Stock, paid to shareholders of record as of the close of business on January 30, 2009. The agreement has since been amended and restated five additional times, culminating in this sixth iteration. The three primary changes disclosed in the filing are the extension of the final expiration date to November 13, 2029, an update to the purchase price of the Rights, and the provision for a new series of preferred stock substantially identical to the prior series.

Under the terms described in the filing, each Right permits the registered holder to purchase from the company one one-thousandth of a share of Series G Junior Participating Preferred Stock, par value $0.01 per share, at a Purchase Price of $255.00. The plan is structured to deter any person from becoming a "Threshold Holder," defined as a person who, together with affiliates and associates, beneficially owns 4.99% or more of shares of Common Stock or any other class of Company 382 Securities then outstanding, without prior Board approval. The company disclosed that it expects to present the Amended Rights Agreement to shareholders for a vote at the 2027 annual meeting of shareholders.

What Was Disclosed

CNO Financial Group disclosed the execution of its Sixth Amended and Restated Section 382 Rights Agreement, extending its tax-loss-protection rights plan through November 13, 2029, updating the Rights purchase price to $255.00, and introducing a new series of preferred stock tied to the Rights.