Loews Form 4: Harris Receives 2,250 SARs and Sells 2,250 Shares

Rhea-AI Filing Summary

Walter L. Harris, a director of Loews Corporation (L), executed a series of Section 16 transactions under a Rule 10b5-1 trading plan adopted August 7, 2024. On 09/02/2025 he was reported as acquiring 2,250 stock appreciation rights with a $35.52 strike price (received at no cost) that vest/exercise window references 09/30/2015–09/30/2025 and correspond to 2,250 underlying common shares.

On the same date the Form 4 shows additional non-derivative transactions: a disposition of 829 common shares at $96.53 and a sale of 1,421 common shares at $96.69. Following these reported transactions the filing shows 24,343 shares beneficially owned by the reporting person.

Positive

• Transactions executed under a Rule 10b5-1 plan, which provides an affirmative defense and indicates pre-planned trading
• Disclosure filed promptly (Form 4 signed 09/03/2025 by power of attorney), showing compliance with Section 16 timing

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider executed a pre-planned trading sequence: received SARs and sold shares under a 10b5-1 plan, modest net reduction in beneficial ownership.

The transactions were executed pursuant to an established Rule 10b5-1 plan, which provides an affirmative defense to insider trading claims when properly adopted. The reporting shows receipt of 2,250 stock appreciation rights (no cost grant) and contemporaneous cash dispositions totaling 2,250 shares (829 + 1,421), resulting in reported beneficial ownership of 24,343 shares after the trades. From an earnings-impact perspective these are routine, non-operational insider liquidity events and do not reflect new company performance information.

Corporate Governance Expert

TL;DR: Governance controls appear followed: trades executed under a dated 10b5-1 plan and Form 4 was filed promptly by power of attorney.

The filing discloses the 10b5-1 plan adoption date (August 7, 2024) and a Form 4 signed via power of attorney on 09/03/2025, indicating compliance with disclosure timing. The mix of a no-cost SAR grant and share sales is consistent with standard director compensation and liquidity management. No departures, related-party transactions, or other governance red flags are disclosed in this Form 4.

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^*

HARRIS WALTER L

(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	26,593	D
Common Stock	09/02/2025		D(1)		829	D	$96.53	25,764	D
Common Stock	09/02/2025		S(1)		1,421	D	$96.69	24,343	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 August 7, 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 Walter L. Harris	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 Walter L. Harris report in the Form 4 for Loews Corporation (L)?

The Form 4 reports that on 09/02/2025 Harris acquired 2,250 stock appreciation rights at a $35.52 strike, and disposed of 829 and 1,421 common shares at $96.53 and $96.69, respectively.

Were these trades made under a 10b5-1 trading plan?

Yes. The filing states the transactions were pursuant to a Rule 10b5-1 trading plan adopted on August 7, 2024.

How many shares does the reporting person beneficially own after these transactions?

The Form 4 shows 24,343 common shares beneficially owned following the reported transactions.

Did the reporting person receive any derivative awards?

Yes. The reporting person received 2,250 stock appreciation rights, granted at no cost, tied to 2,250 underlying common shares.

Was the Form 4 signed and filed timely?

The signature is dated 09/03/2025 and executed by power of attorney, indicating the filing was made promptly after the 09/02/2025 transactions.