DEF: CNO Financial Group Posts Strong 2025 Results, Sets 2026 AGM
Definitive Proxy Statement
CNO Financial Group reports strong 2025 financial and operational performance, highlighted by record sales and profitability, while outlining proposals for its 2026 Annual Meeting of Shareholders.
Summary
- Net income decreased to $229.3 million ($2.30 per diluted share) in 2025 from $420.8 million ($3.89 per diluted share) in 2024, primarily due to non-economic accounting impacts from market volatility and a goodwill and intangible asset impairment.
- Net operating income increased to $439.2 million ($4.40 per diluted share) in 2025 from $429.3 million ($3.97 per diluted share) in 2024.
- Net operating income excluding significant items was $401.7 million ($4.02 per diluted share) in 2025, compared to $410.5 million ($3.80 per diluted share) in 2024.
- Total revenues for the year ended December 31, 2025, were approximately $4.5 billion.
- The company achieved 11.4% operating return on equity excluding significant items in 2025, meeting or exceeding guidance metrics.
- Total New Annualized Premium (NAP) increased 15% compared to the prior year, with record sales in both Consumer and Worksite Divisions.
- Annuity collected premiums set a new record, up 9%, and annuity in-force account values increased 7% to over $13 billion.
- Client assets in brokerage and advisory grew 24% year-over-year to a record $5.0 billion.
- Producing agent count (PAC) grew every quarter of 2025 on a year-over-year basis.
- Generated $365.5 million in free cash flow in 2025 and returned $386.1 million to shareholders, an 11% increase over 2024.
- Share repurchases of $319.9 million reduced the weighted average diluted share count by 8% in 2025.
- Ended 2025 with $351 million in unrestricted cash and investments at the holding company and a consolidated risk-based capital ratio of 380%.
- Book value per diluted share, excluding accumulated other comprehensive income (loss), increased to $38.81 at the end of 2025 from $37.35 at the end of 2024.
- The debt-to-total-capital ratio, excluding accumulated other comprehensive income (loss), was 26.2% at the end of 2025.
- The company announced a decision in November 2025 to exit Worksite fee services to streamline operations and focus on its core insurance business.
- Executive compensation payouts for the 2025 Annual Cash Incentive/P4P Plan ranged from 123% to 146% of target for Named Executive Officers (NEOs).
- The 2023-2025 P-shares paid out at 115.8% for Operating ROE and 112.9% for Operating EPS, after applying a +25% relative Total Shareholder Return (TSR) modifier, with CNO's TSR ranking in the 90th percentile.
- Nine directors are nominated for election at the Annual Meeting on May 12, 2026, with Ms. Mary R. (Nina) Henderson retiring and Ms. Linda T. Gibson having joined the Board on January 15, 2026.
Sentiment
Score: 7
Explanation: StockSavvy.ai views this as a generally positive report, reflecting strong operational execution and strategic growth initiatives, despite a notable GAAP net income decline driven by non-economic factors and an impairment charge. The robust capital management and shareholder returns are strong indicators.
Positives
- Strong 2025 operating performance, one of the best in several years, with production records across both Consumer and Worksite Divisions.
- 14 consecutive quarters of sales growth and strong agent force metrics.
- Total New Annualized Premium (NAP) increased 15% year-over-year.
- Consumer Division achieved a new record for total NAP, up 15%, with Health products up 22%.
- Bankers Life field force had its most productive sales year ever, surpassing the prior record set in 2024.
- Annuity collected premiums set a new record, up 9%, and in-force account values increased 7% to over $13 billion.
- Client assets in brokerage and advisory grew 24% year-over-year to a record $5.0 billion.
- Worksite Division posted its second consecutive year of record production and 15th consecutive quarter of new annualized premium (NAP) growth.
- Producing agent count (PAC) grew every quarter of 2025 on a year-over-year basis in both Consumer and Worksite Divisions.
- Policy persistency was solid for the year.
- High-quality investment portfolio delivered strong returns and credit performance, benefiting net investment income from strong sales and new money rates.
- Successfully implemented initiatives to drive sustainable sales growth, including investments in agent retention and productivity and optimizing the product portfolio.
- Achieved, and in most cases exceeded, 2025 guidance metrics, including delivering 11.4% operating return on equity excluding significant items.
- Disciplined expense management resulted in a full-year expense ratio, excluding significant items, of 18.9%, a 30-basis point improvement from 2024, outperforming guidance.
- Generated $365.5 million in free cash flow in 2025.
- Returned $386.1 million to shareholders in 2025, an 11% increase over 2024, including $319.9 million in share repurchases and $66.2 million in common stock dividends.
- Weighted average diluted share count outstanding was reduced by 8% in 2025 due to share repurchases.
- Robust total capital position with $351 million in unrestricted cash and investments held by CNO and its non-insurance subsidiaries, and a consolidated risk-based capital ratio of 380% at December 31, 2025.
- Book value per diluted share, excluding accumulated other comprehensive income (loss), increased to $38.81 at the end of 2025 from $37.35 at the end of 2024.
- The debt-to-total-capital ratio at the end of 2025, excluding accumulated other comprehensive income (loss), was 26.2%, indicating a solid capital structure.
- Executive compensation payouts for the 2025 Annual Cash Incentive/P4P Plan were strong, ranging from 123% to 146% of target for NEOs, reflecting achievement of financial and operational results.
- The 2023-2025 P-shares paid out based on achievement of 115.8% for Operating ROE and 112.9% for Operating EPS, after applying a +25% relative TSR modifier, with CNO's TSR outperforming the peer group and ranking in the 90th percentile.
- The 2025-2027 P-shares are tracking well, with 114.4% achievement for the 2025 Operating ROE metric and 111.8% for the 2025 Operating EPS metric (prior to applying the relative TSR modifier).
- Sustainability ratings positioned CNO in the top quartile of its domestic industry peers.
- Recognized with numerous awards for human capital management, including 'America's Best Insurance Companies' by Forbes.
Negatives
- Net income decreased significantly to $229.3 million in 2025 from $420.8 million in 2024, primarily due to non-economic accounting impacts from market volatility and a goodwill and intangible asset impairment.
- Net operating income excluding significant items decreased to $401.7 million in 2025 from $410.5 million in 2024.
- The decision in November 2025 to exit Worksite fee services impacted the Worksite Division fee business.
- The 2025 target for Operating Earnings Before Interest, Taxes and Non-Deferred Acquisition Expenses ($651.2 million) was set below 2024 as reported ($719.8 million) and 2024 excluding significant items ($692.5 million), reflecting assumptions of mean reversion in claims experience and adjustments for elevated 2024 earnings.
- The 2025 Consumer Division Fee Revenue target ($149.3 million) was set below the 2024 as reported total ($156.3 million) due to more conservative assumptions for lifetime revenue from newer Medicare Advantage carriers.
- The 2025 Pre-tax C1/AUM target of 1.60% was set consistent with the 2024 target but higher than 2024 as reported (1.27%), forecasting incremental investment risk and potential for higher C1 charges.
- The 2025 Responsible Investment target of 6.55 was set consistent with the 2024 target but below the 2024 as reported result of 6.78, anticipating investments in companies whose efforts to improve practices may not yet be reflected in their MSCI rating.
Risks
- Non-economic accounting impacts resulting from market volatility.
- Goodwill and intangible asset impairment.
- Industry expense-related headwinds from inflation and regulatory administration.
- Potential impact of external forces such as geopolitical events, inflation dynamics, recession concerns, and labor market conditions on performance.
- Risks related to the Company's capital structure and capital management.
- Strategic and competitive risks.
- Financial risks.
- Brand and reputation risks.
- Operational risks.
- Legal and regulatory risks.
- Insurance risks.
- Investment risks.
- Succession planning risks.
- Transaction risks.
- Sustainability risks.
- Cybersecurity and other technology-related topics and risks.
- Risks associated with the use of AI systems, including responsible and compliant use, data privacy, and establishing robust governance.
- Compensation policies and practices could potentially encourage adverse risk-taking (though the HRCC found them not reasonably likely to have a material adverse effect).
- Potential conflicts of interest involving Board members, senior officers, and key employees.
- Impact of Section 162(m) of the Internal Revenue Code on the tax deductibility of executive compensation exceeding $1 million.
Future Outlook
The strategic plan focuses on delivering long-term value for shareholders, with a continued emphasis on growth and executing strategic priorities. The company aims to extend the breadth and depth of its product offerings, leverage diverse distribution channels, enhance customer experience, improve operating return on equity, and deploy excess capital effectively. CNO anticipates continued shareholder engagement and consideration of input, and the Board plans for ongoing succession planning and refreshment to enhance its value. The next non-binding advisory vote on executive compensation is expected at the next Annual Meeting of Shareholders.
Management Comments
- "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 full-year performance underscores the health and strength of our business model and lays the foundation for sustained profitable growth."
- "CNO delivered excellent 2025 results, demonstrating our ability to grow and invest in the business while delivering strong earnings and profitability."
- "Our strong results were broad-based across earnings, production, investment results and capital."
- "Our unique ability to marry a virtual connection with our established in-person agent force remains a key differentiator."
- "We remain well-positioned to fill the ever-expanding gaps in healthcare and mortality coverage at the workplace."
- "Our high-quality investment portfolio delivered strong returns and credit performance."
- "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."
- "The Board of Directors unanimously recommends that you vote FOR all director nominees and FOR Proposals 2 and 3."
Industry Context
StockSavvy.ai notes that CNO Financial Group's strong performance in 2025, particularly its sales growth and agent force metrics, indicates effective navigation of the competitive middle-income insurance market. The strategic decision to exit Worksite fee services aligns with a broader industry trend of companies streamlining operations to focus on core, high-growth segments, potentially enhancing profitability and market focus. The company's top-quartile sustainability ratings also reflect increasing investor and regulatory emphasis on ESG factors within the financial services sector.
Comparison to Industry Standards
- CNO's 2023-2025 relative Total Shareholder Return (TSR) outperformed its peer group, ranking in the 90th percentile, demonstrating superior performance compared to companies like Aflac, Inc., MetLife, Inc., Brighthouse Financial, Inc., Primerica, Inc., Equitable Holdings, Inc., Principal Financial Group, Inc., Globe Life, Inc., Prudential Financial, Inc., Lincoln National Corporation, and Unum Group.
- The company's sustainability ratings place it in the top quartile of its domestic industry peers, indicating strong performance in environmental, social, and governance (ESG) practices compared to the broader U.S. insurance sector.
- The expense ratio, excluding significant items, improved by 30 basis points from 2024 to 18.9% in 2025, outperforming stated guidance, suggesting strong cost management relative to industry challenges from inflation and regulatory administration.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director | Mary R. (Nina) Henderson | May 12, 2026 | Retirement from the Board at the conclusion of the current term. | |
| Director | Linda T. Gibson | January 15, 2026 | New appointment to the Board. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Board Evaluation Process | The Governance Committee leads the annual evaluation of the Board Chair and, in consultation with the Board Chair, annually evaluates Board performance and committee effectiveness. | Annually | Enhances Board effectiveness and accountability through robust feedback mechanisms. |
| Board Refreshment and Succession Planning | The Governance Committee regularly assesses anticipated Board member retirements and actively plans for Board replenishment, focusing on desired skills and experiences, and utilizes independent search firms to present diverse candidates. | Ongoing | Ensures a highly qualified, balanced Board with varied tenures and perspectives, optimizing oversight capabilities. |
| Director Compensation | The annual Board service retainer for non-employee directors was increased from $250,000 to $270,000, effective May 8, 2025, with approximately 40% payable in cash and 60% in equity. | May 8, 2025 | Aims to maintain competitiveness, attract and retain highly qualified directors, and align director interests with shareholders through significant equity compensation. |
| Clawback Policy | A new Clawback Policy was adopted, effective October 2, 2023, mandating recoupment of certain cash and equity performance-based incentive compensation in the event of an accounting restatement and providing discretion to recoup for detrimental conduct causing material harm. | October 2, 2023 | Strengthens corporate accountability and aligns with evolving regulatory requirements and best practices in executive compensation governance. |
| Policy for Good Leavers | The HRCC adopted a Policy for Good Leavers on May 4, 2023, allowing discretionary additional vesting of equity awards for departing executive officers who qualify as 'good leavers'. | May 4, 2023 | Provides flexibility in managing executive transitions while potentially aiding in retention and orderly succession. |
| Prohibition on Hedging, Pledging, and Derivative Transactions | Company policy prohibits directors and executive officers from pledging or hedging Company securities or engaging in speculative/derivative transactions related to CNO shares. | Ongoing | Ensures alignment of interests between executives/directors and shareholders by preventing speculative activities that could decouple personal financial interests from long-term company performance. |
| Proxy Access and Advance Notice Bylaws | Bylaws include a proxy access provision for shareholder director nominations and establish advance notice procedures for other shareholder proposals and non-proxy access director nominations. | Ongoing | Enhances shareholder rights and participation in corporate governance, promoting transparency and accountability. |
Related Party Transactions
- In 2024 and 2025, the Governance Committee approved investment management agreements with affiliates of BlackRock, Inc. (a >5% shareholder) for up to $500 million in aggregate investments by CNO subsidiaries.
- In 2024 and 2025, the Governance Committee approved commitments by CNO and/or its subsidiaries in BlackRock-managed funds for up to $200 million in aggregate.
- Approximately $450,000 in management fees were paid in 2025 related to these BlackRock-managed investments.
- No other related person transactions or agreements were disclosed for 2025 or to date in 2026.
Stakeholder Impact
- Shareholders: Significant capital returns ($386.1 million in 2025, $3.0 billion over 10 years), reduced share count (8% in 2025, 49% over 10 years), increased book value per diluted share, and executive compensation aligned with shareholder interests.
- Customers (Middle-income America): Continued focus on securing their future by providing insurance and financial services, extending product offerings, and enhancing customer experience through integrated distribution channels.
- Employees/Associates: Commitment to attracting and retaining talent, fair pay practices, comprehensive health and well-being programs, professional development, and flexible work arrangements.
- Agents: Investments in agent retention and productivity, leveraging a large exclusive agent force for 'last mile' sales and service.
- Communities: Support for community organizations addressing health and financial wellness, and a 'Team CNO' volunteer program.
- Creditors: Solid capital and liquidity position, with a 26.2% debt-to-total-capital ratio (excluding AOCI) and 380% risk-based capital ratio, indicating financial stability.
Next Steps
- Hold the Annual Meeting of Shareholders on May 12, 2026, to elect directors, conduct a non-binding advisory vote on executive compensation, and ratify the independent auditor.
- Continue to focus on serving the underserved middle-income market.
- Extend the breadth and depth of product offerings.
- Leverage diverse and integrated distribution channels and a broad product and services portfolio.
- Enhance the customer experience.
- Improve operating return on equity.
- Deploy excess capital to its highest and best use.
- Continue implementing initiatives to drive sustainable sales growth, such as investments in agent retention and productivity and optimizing the product portfolio.
- Engage in ongoing shareholder outreach and consider shareholder input.
- Actively plan for Board succession and refreshment, including identifying candidates to further enhance the Board's value.
- Continue to enhance the cybersecurity program and administer the artificial intelligence (AI) risk and governance program.
- Anticipate the next non-binding advisory vote on executive compensation at the next Annual Meeting of Shareholders.
Key Dates
| Date | Description |
|---|---|
| August 6, 2019 | Effective date of the CNO Executive Severance Pay Plan. |
| September 1, 2023 | Restated effective date of the CNO Executive Severance Pay Plan. |
| October 2, 2023 | Effective date of the new Clawback Policy. |
| May 4, 2023 | HRCC adopted a Policy for Good Leavers under the Amended & Restated Long-Term Incentive Plan. |
| January 1, 2023 | Effective date of Accounting Standards Update 2018-12, Financial Services Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts (ASU 2018-12). |
| February 14, 2023 | Grant date for 2023 RSU and P-share awards. |
| February 12, 2024 | Grant date for 2024 RSU and P-share awards. |
| February 13, 2024 | The Vanguard Group filed Amendment No. 13 to Schedule 13G. |
| May 2024 | American Equity Investment Life Holding Co. was acquired, leading to its removal from peer groups. |
| October 17, 2025 | BlackRock, Inc. filed Amendment No. 14 to Schedule 13G. |
| December 31, 2025 | Fiscal year-end for 2025 financial results and date for outstanding equity awards information. |
| February 11, 2025 | Grant date for 2025 RSU and P-share awards. |
| February 2025 | HRCC approved merit-based base salary increases or market adjustments for certain executive officers. |
| May 8, 2025 | Board approved an increase in the annual Board service retainer for non-employee directors. |
| June 2025 | HRCC approved an additional 5.1% base salary increase and a one-time RSU grant for Mr. Goldberg. |
| November 2025 | Company announced the decision to exit Worksite fee services. |
| December 5, 2025 | RSUs accelerated for Mr. Johnson to satisfy taxes due to retirement eligibility. |
| January 15, 2026 | Ms. Linda T. Gibson joined the Board of Directors. |
| February 10, 2026 | HRCC certified 2023-2025 P-share performance achievement levels. |
| March 16, 2026 | Record Date for voting at the Annual Meeting of Shareholders. |
| March 25, 2026 | Vesting date for remaining unvested RSUs granted on February 14, 2023, and first installment of RSUs granted on February 11, 2025. |
| March 26, 2026 | Date Notice of Internet Availability of Proxy Materials was mailed. |
| May 11, 2026 | Deadline for submitting votes by internet, telephone, or mail for the Annual Meeting. |
| May 12, 2026 | Date and time of the Annual Meeting of Shareholders (8:00 a.m. Eastern Daylight Time). |
| October 27, 2026 | Earliest date for proxy access shareholder nominations for the 2027 Annual Meeting. |
| November 26, 2026 | Deadline for shareholder proposals for the 2027 Annual Meeting (SEC Rule 14a-8) and latest date for proxy access shareholder nominations. |
| December 31, 2026 | Fiscal year ending for which PricewaterhouseCoopers LLP is appointed as independent registered public accounting firm. |
| January 12, 2027 | Earliest date for non-proxy access director nominations or shareholder proposals for the 2027 Annual Meeting. |
| February 11, 2027 | Latest date for non-proxy access director nominations or shareholder proposals for the 2027 Annual Meeting. |
| March 15, 2027 | Latest vesting and settlement date for 2024-2026 P-share awards. |
| April 1, 2028 | Term end for CEO's amended employment agreement (with automatic one-year extensions). |
| March 15, 2028 | Latest vesting and settlement date for 2025-2027 P-share awards. |
Recommendation
holdCNO Financial Group demonstrates robust operational growth, record sales in key divisions, and strong capital management, including significant shareholder returns and an improved expense ratio. The company's 2023-2025 TSR performance was in the 90th percentile of its peer group, indicating strong relative market performance. However, the substantial decline in GAAP net income for 2025, primarily attributed to non-economic accounting impacts from market volatility and a goodwill/intangible asset impairment, introduces a notable negative. While operating income remains strong, the GAAP net income figure is a critical investor metric. The strategic exit from Worksite fee services, while aimed at streamlining, also represents a shift. Given the mixed financial signals—strong operating metrics versus a significant GAAP net income drop—a seasoned investor would likely maintain their current position ("hold") to observe how these non-economic impacts normalize and how the strategic adjustments contribute to future GAAP profitability. The stock's strong past performance relative to peers suggests it may be fairly valued, limiting immediate "buy" upside without clearer resolution of the net income discrepancy.
Keywords
Insurance, Financial Services, Annuity, Health Insurance, Life Insurance, Middle-Income Market, Proxy Statement, Corporate Governance, Executive Compensation, Risk Management, Shareholder Meeting, CNO Financial Group, Stock Repurchase, Dividends, Operating Income, ROE, EPS, Capital Management, Cybersecurity, AI Governance, SEC Filing
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