Director Tisch James S was granted 149 shares, converted options into 120,708 shares and covered exercise/tax liability with 66,756 shares, increasing direct ownership by 2% to 2,872,578 units (SEC Form 4)
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Property-Casualty Insurers
Finance
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
LOEWS CORP [ L ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/30/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 06/30/2025 | A | 149 | A(1) | $0 | 2,818,626 | D | |||
| Common Stock | 07/01/2025 | M | 19,113.5 | A(2) | $0 | 2,837,739.5 | D | |||
| Common Stock | 07/01/2025 | F | 10,570.5 | D(3) | $91.66 | 2,827,169 | D | |||
| Common Stock | 07/01/2025 | M | 18,795 | A(4) | $0 | 2,845,964 | D | |||
| Common Stock | 07/01/2025 | F | 10,394 | D(5) | $91.66 | 2,835,570 | D | |||
| Common Stock | 07/01/2025 | M | 16,963 | A(6) | $0 | 2,852,533 | D | |||
| Common Stock | 07/01/2025 | F | 9,381 | D(7) | $91.66 | 2,843,152 | D | |||
| Common Stock | 07/01/2025 | M | 19,184 | A(8) | $0 | 2,862,336 | D | |||
| Common Stock | 07/01/2025 | F | 10,609 | D(9) | $91.66 | 2,851,727 | D | |||
| Common Stock | 07/01/2025 | M | 16,447 | A(10) | $0 | 2,868,174 | D | |||
| Common Stock | 07/01/2025 | F | 9,096 | D(11) | $91.66 | 2,859,078 | D | |||
| Common Stock | 07/01/2025 | M | 16,516 | A(12) | $0 | 2,875,594 | D | |||
| Common Stock | 07/01/2025 | F | 9,134 | D(13) | $91.66 | 2,866,460 | D | |||
| Common Stock | 07/01/2025 | M | 13,689 | A(14) | $0 | 2,880,149 | D | |||
| Common Stock | 07/01/2025 | F | 7,571 | D(15) | $91.66 | 2,872,578 | D | |||
| Common Stock | 9,834,259 | I | By Trusts | |||||||
| Common Stock | 3,005,037 | I | By Spouse | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (16) | 07/01/2025 | M | 19,113.5 | (2) | (2) | Common Stock | 19,113.5 | $0 | 0 | D | ||||
| Restricted Stock Units | (16) | 07/01/2025 | M | 18,795 | (4) | (4) | Common Stock | 18,795 | $0 | 0 | D | ||||
| Restricted Stock Units | (16) | 07/01/2025 | M | 16,963 | (6) | (6) | Common Stock | 16,963 | $0 | 0 | D | ||||
| Restricted Stock Units | (16) | 07/01/2025 | M | 19,184 | (8) | (8) | Common Stock | 19,184 | $0 | 0 | D | ||||
| Restricted Stock Units | (16) | 07/01/2025 | M | 16,447 | (10) | (10) | Common Stock | 16,447 | $0 | 0 | D | ||||
| Restricted Stock Units | (16) | 07/01/2025 | M | 16,516 | (12) | (12) | Common Stock | 16,516 | $0 | 0 | D | ||||
| Restricted Stock Units | (16) | 07/01/2025 | M | 13,689 | (14) | (14) | Common Stock | 13,689 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Represents quarterly grant of common stock in respect of director compensation under the Loews Corporation 2025 Incentive Compensation Plan. |
| 2. Represents the conversion upon vesting of restricted stock units ("RSUs") into common stock. On February 12, 2018, the Reporting Person was awarded 19,016 RSUs subject to the Issuer achieving a pre-determined level of performance based income ("PBI Metric") for 2018. The Issuer's Compensation Committee determined that the Issuer achieved the PBI Metric on February 11, 2019 and the 2018 RSUs were then reported on a Form 4 filed with the Securities and Exchange Commission (the "SEC"). The 2018 RSUs, together with additional RSUs awarded on account of associated dividend equivalent rights, vested 50% on February 12, 2020 and 50% on February 12, 2021. The Reporting Person elected to defer delivery of the shares of the Issuer's common stock underlying the 2018 RSUs. The underlying shares are being delivered to the Reporting Person following the six-month delay required under Section 409A of the Internal Revenue Code following the Reporting Person's retirement on December 31, 2024. |
| 3. The Reporting Person is reporting the withholding, by the Issuer, of 10,569 shares of the Issuer's common stock in respect of the delivery of the 2018 RSUs that were not issued in order to satisfy the Reporting Person's tax withholding obligations in connection therewith and the cash settlement of fractional shares underlying the 2018 RSUs in the total amount of 1.5 shares. |
| 4. Represents the conversion of RSUs into common stock. On February 11, 2019, the Reporting Person was awarded 18,795 RSUs, subject to the Issuer achieving a PBI Metric for 2019. The Issuer's Compensation Committee determined that the Issuer achieved the PBI Metric on February 10, 2020 and the 2019 RSUs were then reported on a Form 4 filed with the SEC. The 2019 RSUs vested 50% on February 11, 2021 and 50% on February 11, 2022. The Reporting Person elected to defer delivery of the shares of the Issuer's common stock underlying the 2019 RSUs. The underlying shares are being delivered to the Reporting Person following the six-month delay required under Section 409A of the Internal Revenue Code following the Reporting Person's retirement. |
| 5. The Reporting Person is reporting the withholding, by the Issuer, of 10,394 shares of the Issuer's common stock in respect of the delivery of the 2019 RSUs that were not issued in order to satisfy the Reporting Person's tax withholding obligations in connection therewith. |
| 6. Represents the conversion of RSUs into common stock. On February 10, 2020, the Reporting Person was awarded 16,963 RSUs, subject to the Issuer achieving a PBI Metric for 2020. The Issuer's Compensation Committee determined that the Issuer achieved the PBI Metric on February 8, 2021 and the 2020 RSUs were then reported on a Form 4 filed with the SEC. The 2020 RSUs vested 50% on February 10, 2022 and 50% on February 10, 2023. The Reporting Person elected to defer delivery of the shares of the Issuer's common stock underlying the 2020 RSUs. The underlying shares are being delivered to the Reporting Person following the six-month delay required under Section 409A of the Internal Revenue Code following the Reporting Person's retirement. |
| 7. The Reporting Person is reporting the withholding, by the Issuer, of 9,381 shares of the Issuer's common stock in respect of the delivery of the 2020 RSUs that were not issued in order to satisfy the Reporting Person's tax withholding obligations in connection therewith. |
| 8. Represents the conversion of RSUs into common stock. On February 8, 2021, the Reporting Person was awarded 19,184 RSUs, subject to the Issuer achieving a PBI Metric for 2021. The Issuer's Compensation Committee determined that the Issuer achieved the PBI Metric on February 7, 2022 and the 2021 RSUs were then reported on a Form 4 filed with the SEC. The 2021 RSUs vested 50% on February 8, 2023 and 50% on February 8, 2024. The Reporting Person elected to defer delivery of the shares of the Issuer's common stock underlying the 2021 RSUs. The underlying shares are being delivered to the Reporting Person following the six-month delay required under Section 409A of the Internal Revenue Code following the Reporting Person's retirement. |
| 9. The Reporting Person is reporting the withholding, by the Issuer, of 10,609 shares of the Issuer's common stock in respect of the delivery of the 2021 RSUs that were not issued in order to satisfy the Reporting Person's tax withholding obligations in connection therewith. |
| 10. Represents the conversion of RSUs into common stock. On February 7, 2022, the Reporting Person was awarded 16,447 RSUs, subject to the Issuer achieving a PBI Metric for 2022. The Issuer's Compensation Committee determined that the Issuer achieved the PBI Metric on February 6, 2023 and the 2022 RSUs were then reported on a Form 4 filed with the SEC. The 2022 RSUs vested 50% on February 7, 2024 and 50% on December 31, 2024 as a result of the Reporting Person's retirement on such date. The Reporting Person elected to defer delivery of the shares of the Issuer's common stock underlying the 2022 RSUs. The underlying shares are being delivered to the Reporting Person following the six-month delay required under Section 409A of the Internal Revenue Code following the Reporting Person's retirement. |
| 11. The Reporting Person is reporting the withholding, by the Issuer, of 9,096 shares of the Issuer's common stock in respect of the delivery of the 2022 RSUs that were not issued in order to satisfy the Reporting Person's tax withholding obligations in connection therewith. |
| 12. Represents the conversion of RSUs into common stock. On February 6, 2023, the Reporting Person was awarded 16,516 RSUs, subject to the Issuer achieving a PBI Metric for 2023. The Issuer's Compensation Committee determined that the Issuer achieved the PBI Metric on February 5, 2024 and the 2023 RSUs were then reported on a Form 4 filed with the SEC. As a result of the Reporting Person's retirement on December 31, 2024, the 2023 RSUs vested fully on such date. The Reporting Person elected to defer delivery of the shares of the Issuer's common stock underlying the 2023 RSUs. The underlying shares are being delivered to the Reporting Person following the six-month delay required under Section 409A of the Internal Revenue Code following the Reporting Person's retirement. |
| 13. The Reporting Person is reporting the withholding, by the Issuer, of 9,134 shares of the Issuer's common stock in respect of the delivery of the 2023 RSUs that were not issued in order to satisfy the Reporting Person's tax withholding obligations in connection therewith. |
| 14. Represents the conversion of RSUs into common stock. On February 5, 2024, the Reporting Person was awarded 13,689 RSUs, subject to the Issuer achieving a PBI Metric for 2024. The Issuer's Compensation Committee determined that the Issuer achieved the PBI Metric on February 10, 2025 and the 2024 RSUs were then reported on a Form 4 filed with the SEC. As a result of the Reporting Person's retirement on December 31, 2024, the 2024 RSUs vested fully on such date (subject to achievement of the PBI metric for 2024). The Reporting Person elected to defer delivery of the shares of the Issuer's common stock underlying the 2024 RSUs. The underlying shares are being delivered to the Reporting Person following the six-month delay required under Section 409A of the Internal Revenue Code following the Reporting Person's retirement. |
| 15. The Reporting Person is reporting the withholding, by the Issuer, of 7,571 shares of the Issuer's common stock in respect of the delivery of the 2024 RSUs that were not issued in order to satisfy the Reporting Person's tax withholding obligations in connection therewith. |
| 16. Each RSU represents a contingent right to receive one share of the Issuer's common stock. |
| Remarks: |
| /s/ Thomas H. Watson by power of attorney for James S. Tisch | 07/01/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||