Loews SEC Filings

Bowman Consulting Group Ltd. (BWMN) – Form 4 filing: Director Patricia Mulroy reported selling 400 shares of common stock on 06/30/2025 at $29.06 per share. The transaction was executed under a Rule 10b5-1 trading plan adopted on 03/14/2025 that permits the sale of up to 800 shares between June and July 2025. After the sale, Mulroy directly owns 23,136 shares. No derivative securities were involved, and there were no other transactions disclosed in this filing.

IZEA Worldwide, Inc. (ticker: IZEA) filed a Form 4 on 1 July 2025 reporting that director Daniel R. Rua received 5,882 shares of common stock on 30 June 2025. The shares represent payment of Q2 2025 director fees valued at $15,000, calculated at the closing market price of $2.55 per share on the grant date. The restricted-stock award vested immediately and was acquired at $0 cash cost. Following the grant, Rua’s direct beneficial ownership increased to 85,259 shares. No derivative securities, sales, or additional transactions were disclosed, and the filing was made under Rule 10b5-1.

Everi Holdings Inc. (EVRI) has filed Post-Effective Amendment No. 1 to twelve prior Form S-8 registration statements that collectively covered more than 48 million shares issued under a variety of legacy equity incentive plans. The amendment formally deregisters all unsold shares that remained available under those plans.

The filing follows the July 1, 2025 closing of a multi-party transaction under which funds managed by affiliates of Apollo Global Management (through Voyager Parent, LLC) simultaneously acquired both Everi and International Game Technology PLC’s (IGT) Gaming & Digital business. Key transaction steps included:

• IGT’s transfer of substantially all Gaming & Digital assets and liabilities to a new subsidiary, Ignite Rotate LLC (“Spinco”).
• Buyer’s purchase of all Spinco units from IGT and, through an affiliate, all shares of IGT Canada Solutions ULC.
• Merger: Voyager Merger Sub, Inc. merged with and into Everi, leaving Everi as a wholly-owned subsidiary of Buyer.

Because Everi’s common stock is being delisted and deregistered under Section 12(b) of the Exchange Act, the company is terminating all related Securities Act offerings. The amendment therefore renders the referenced S-8 registration statements ineffective and removes any remaining unsold shares from registration. Signatures from the full board and senior officers, including President & CEO Randy L. Taylor and CFO Mark F. Labay, authorize the filing.

Investor takeaway: the amendment is an administrative step confirming that Everi’s equity will no longer trade publicly or be issued under employee stock plans following completion of the Apollo-led acquisition.

John Wiley & Sons, Inc. (WLYB) has filed a Form 144 indicating an intended sale of 5,665 shares of its common stock through UBS Financial Services on the NYSE, with an aggregate market value of $250,053. Based on the figures supplied, the reference price is roughly $44 per share. The shares to be sold represent approximately 0.013 % of the company’s 44.62 million shares outstanding, making the planned disposition immaterial in percentage terms.

The stock was acquired via the vesting of multiple tranches of restricted stock units (RSUs) and performance share units (RPSUs) granted between April 2021 and April 2023. Tranche sizes range from 191 to 1,565 shares, reflecting normal equity-compensation practices. The filer reported no sales during the prior three-month period and certified the absence of undisclosed material adverse information.

Form 144 is a notice of proposed, not completed, sales. The filing does not disclose the seller’s identity, whether a Rule 10b5-1 trading plan exists, or final execution prices. Given the modest size of the transaction and its origin from routine incentive-compensation vesting, the event is unlikely to influence WLYB’s share price materially, but it remains a data point for investors monitoring insider-selling patterns.

Venus Concept Inc. (NASDAQ: VERO) has completed a series of related financing amendments designed to ease near-term liquidity pressure and realign its capital structure.

On 30 June 2025 the Company executed an Exchange Agreement with its senior lender Madryn Health Partners. Two existing secured subordinated convertible notes with aggregate principal of $17.0 million were exchanged for (i) new promissory notes totalling $11.1 million and (ii) 325,651 shares of newly issued Series Y Convertible Preferred Stock priced at $19.96 per share. Each preferred share converts into 9.0909 common shares, implying potential issuance of roughly 3.0 million additional common shares once conversion limits are lifted.

The transaction immediately reduces debt principal by about $5.9 million, shifts a portion of lender exposure into equity and carries no registration requirement under Section 3(a)(9). A Third Amended & Restated Registration Rights Agreement obligates the Company to file a shelf registration for the conversion shares within 60 days after all preferred shares convert.

Concurrently, the Company and Madryn executed several consent and amendment agreements: (1) waiver of minimum liquidity covenants on both the Main Street Priority Loan and the new notes through 31 July 2025, (2) permission to apply the 8 July 2025 interest payment to principal, and (3) a sixteenth amendment to the Bridge Loan extending maturity by one month to 31 July 2025.

To support the larger preferred issuance, Venus filed a Certificate of Amendment increasing authorized Series Y shares from 1.2 million to 1.5 million. A shareholder vote will be sought to remove Nasdaq-related conversion limits.

Overall, the package provides short-term covenant relief and modest debt reduction but adds potential equity dilution and highlights ongoing liquidity constraints, with several key maturities now deferred only to late July 2025.

Wayfair Inc. (symbol W) has filed a Form 144 indicating the intention to sell 180,943 Class A shares through Fidelity Brokerage Services on or about 01 July 2025. The shares carry an aggregate market value of $9.51 million and represent roughly 0.17 % of the company’s 103.66 million shares outstanding.

The shares were originally acquired on 01 January 2002 as “Founder Shares” received as compensation. Within the past three months, related parties named in the filing—Steven K. Conine and the Conine Family Foundation—have already sold 153,963 shares for total gross proceeds of approximately $6.71 million.

• Proposed sale class: Class A
• Broker: Fidelity Brokerage Services LLC, Smithfield RI
• Exchange: NYSE
• Planned sale date: 07/01/2025
• Recent insider sales (last 3 months): ~154 k shares

While the dollar amount is sizeable, the percentage of outstanding shares is small, suggesting limited direct dilution. Nonetheless, the continued disposition of shares by founder-linked entities may influence investor sentiment.

Loews Corporation (NYSE: L) has filed a Form 144 with the U.S. SEC disclosing a proposed secondary-market sale of 6,957 common shares, valued at approximately $616,749 based on prevailing prices. The shares were obtained through restricted-stock awards granted between January 2022 and May 2024. If executed, the sale would occur on or after 20 June 2025 via the NYSE, with Morgan Stanley Smith Barney LLC serving as broker.

The proposed disposition represents only about 0.003 % of Loews’ 209.7 million shares outstanding, indicating minimal dilution or ownership impact. The filer reported no share sales during the past three months and certified that no non-public material adverse information is known. As the transaction involves an insider’s personal holdings rather than new issuance, it is considered routine and is unlikely to affect Loews’ capital structure or near-term market dynamics.