Loews (L) SVP and CIO awarded 8,311 performance-based RSUs

Rhea-AI Filing Summary

Czerniecki David reported acquisition or exercise transactions in this Form 4 filing.

Loews Corporation senior vice president and chief investment officer David Czerniecki received a grant of 8,311 restricted stock units tied to 2025 performance. The compensation committee confirmed the company met its performance-based income metric on February 9, 2026. Half of these RSUs vest on September 2, 2027 and the remainder on September 2, 2028, with one share of common stock delivered for each unit within 30 days after vesting, subject to any deferral election.

SEC Form 4

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^*

Czerniecki David

(Last) (First) (Middle)

C/O LOEWS CORPORATION

9 WEST 57TH STREET

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LOEWS CORP [ L ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP & Chief Investment Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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	(1)	02/09/2026		A		8,311		(2)	(2)	Common Stock	8,311	$0	8,311	D

Explanation of Responses:

1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.

2. The RSUs were awarded to the Reporting Person on September 2, 2025 subject to the Issuer achieving a pre-determined level of performance based income ("PBI Metric") for 2025. The Issuer's Compensation Committee determined that the Issuer achieved the PBI Metric on February 9, 2026. 50% of the RSUs vest on September 2, 2027 and the remaining 50% vest on September 2, 2028. Shares of the Issuer's common stock will be delivered to the Reporting Person within 30 days after vesting, subject to any election to defer delivery of shares by the Reporting Person.

Remarks:

	/s/ Thomas H. Watson by power of attorney for David E. Czerniecki	02/11/2026
	** 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).
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FAQ

What insider transaction did Loews (L) report for David Czerniecki?

Loews reported that SVP and chief investment officer David Czerniecki acquired 8,311 restricted stock units. These units were granted as an award after the company achieved a specified 2025 performance-based income metric, rather than through an open market purchase of common stock.

How many restricted stock units did Loews (L) grant in this Form 4 filing?

The Form 4 discloses a grant of 8,311 restricted stock units. Each unit represents a contingent right to receive one share of Loews common stock, giving the executive potential ownership of 8,311 shares as the units vest over the stated schedule.

What performance condition triggered the RSU award in Loews (L) Form 4?

The RSUs were subject to Loews achieving a pre-determined performance-based income, described as a PBI Metric, for 2025. The compensation committee determined this PBI Metric was achieved on February 9, 2026, which confirmed the award of the 8,311 restricted stock units.

What is the vesting schedule for the 8,311 RSUs reported by Loews (L)?

The 8,311 restricted stock units vest in two equal installments. Fifty percent vest on September 2, 2027, and the remaining 50% vest on September 2, 2028, creating a multi-year incentive structure tied to the executive’s continued service.

When will shares from the Loews (L) RSUs be delivered to the executive?

Shares underlying these RSUs will be delivered within 30 days after each vesting date. Delivery timing can change if the reporting person elects to defer receipt of shares under applicable deferral arrangements, as specifically allowed in the award’s terms.

What does each Loews (L) restricted stock unit represent in this filing?

Each restricted stock unit represents a contingent right to receive one share of Loews common stock. This means that as the RSUs vest, the executive becomes entitled to receive an equivalent number of common shares, increasing their direct equity stake over time.