Loews Form 4: Director gets 2,250 SARs and sells 2,250 shares

Rhea-AI Filing Summary

Charles M. Diker, a director of Loews Corporation (L), reported multiple transactions on Form 4 dated 09/03/2025. The filing shows that on 09/02/2025 he acquired 2,250 stock appreciation rights (SARs) with a stated conversion/exercise price of $35.52, and that those SARs relate to 2,250 underlying shares of Common Stock. The Form 4 also reports two dispositions the same day: a disposition of 828 shares at $96.69 and a sale of 1,422 shares at $96.76, leaving him with 21,343 shares beneficially owned following the transactions. The filing notes the SARs were granted at no cost and that the transactions were made pursuant to a Rule 10b5-1 trading plan adopted 09/03/2024.

Positive

• Transactions reported under a Rule 10b5-1 plan, indicating trades followed a pre-established written trading plan
• Received 2,250 stock appreciation rights at no cost, documented in the filing

Negative

• Disposition of 2,250 shares on 09/02/2025 (828 at $96.69 and 1,422 at $96.76), reducing beneficial ownership
• Form 4 shows insider sold shares the same day SARs were recorded, which may be viewed as a notable change in holdings

Insights

Securities Analyst

TL;DR: Routine insider transactions under a 10b5-1 plan include a no-cost SAR grant and same-day share dispositions.

This Form 4 records both derivative compensation and share sales by a company director. The director received 2,250 SARs tied to 2,250 common shares at a $35.52 exercise/conversion price and reported two dispositions totaling 2,250 shares (828 at $96.69 and 1,422 at $96.76). The filing explicitly states the trades were executed pursuant to a Rule 10b5-1 plan adopted 09/03/2024. From a securities-transaction perspective, this is a standard disclosure of compensation-related derivative issuance plus planned sales; the filing contains no statements about company operations, financial results, or new material corporate developments.

Corporate Governance Expert

TL;DR: Disclosure shows compliance with reporting rules and use of a 10b5-1 plan for orderly trading.

The report documents a director-level grant of stock appreciation rights at no cost and contemporaneous disposals of common stock, disclosed via Form 4 and signed by power of attorney. The filing clearly identifies beneficial ownership after the transactions as 21,343 shares and cites adoption of a Rule 10b5-1 plan (09/03/2024). The entries are straightforward disclosures required under Section 16 and do not by themselves indicate governance changes or regulatory concerns; they demonstrate the director followed procedural mechanisms for planned trading and timely SEC reporting.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

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^*

DIKER CHARLES M

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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
Common Stock	09/02/2025		M(1)		2,250	A	$35.52	23,593	D
Common Stock	09/02/2025		D(1)		828	D	$96.69	22,765	D
Common Stock	09/02/2025		S(1)		1,422	D	$96.76	21,343	D

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
Stock Appreciation Right	$35.52	09/02/2025		M(1)			2,250	09/30/2015	09/30/2025	Common Stock	2,250	$0(2)	0	D

Explanation of Responses:

1. The transactions reported in this Form 4 were pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 3, 2024.

2. The Reporting Person received the Derivative Security pursuant to a stock appreciation right grant at no cost.

Remarks:

	/s/ Thomas H. Watson by power of attorney for Charles M. Diker	09/03/2025
	** 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.

FAQ

What did Loews (L) director Charles M. Diker report on Form 4?

The filing reports acquisition of 2,250 stock appreciation rights (SARs) at a $35.52 conversion/exercise price and dispositions of 828 shares at $96.69 and 1,422 shares at $96.76, leaving 21,343 shares beneficially owned.

Were the transactions executed under a 10b5-1 plan for Loews (L)?

Yes. The Form 4 explicitly states the transactions were pursuant to a Rule 10b5-1 trading plan adopted on 09/03/2024.

Did the director receive any derivative awards from Loews (L)?

Yes. The director received 2,250 stock appreciation rights, granted at no cost, which relate to 2,250 underlying common shares.

How many shares does Charles M. Diker beneficially own after these transactions?

The Form 4 reports 21,343 shares beneficially owned following the reported transactions.

When were the reported transactions executed?

All reported transactions occurred on 09/02/2025, and the Form 4 was signed on 09/03/2025.