Ann Berman Form 4: 2,250 SARs Granted; Sales Reduce Holdings to 6,435 Shares
Rhea-AI Filing Summary
Ann E. Berman, a director of Loews Corporation (L), reported multiple transactions on 09/02/2025 under a Rule 10b5-1 trading plan adopted August 7, 2024. She was granted a Stock Appreciation Right (SAR) with a $35.52 strike and received 2,250 SARs at no cost; those SARs underlie 2,250 common shares exercisable from 09/30/2015 and expiring 09/30/2025. On the same date the Form 4 reports acquisitions and dispositions: 2,250 shares acquired at $35.52, a disposition of 828 shares at $96.70, and a sale of 1,422 shares at $96.67. Following the reported activity, Ms. Berman beneficially owned 6,435 shares, reported as direct ownership.
Positive
- Transactions executed under a Rule 10b5-1 plan, providing an affirmative defense and procedural clarity
- Stock Appreciation Right grant at no cost for 2,250 SARs, disclosed with exercisable and expiration dates
Negative
- Reported direct beneficial ownership declined to 6,435 shares after the reported transactions
- Sales/dispositions at higher prices (reported at ~$96.67–$96.70) reduced the director's shareholdings
Insights
TL;DR: Routine insider activity under a 10b5-1 plan including a SAR grant and offsetting sales leaves director ownership reduced to 6,435 shares.
The Form 4 documents a director-level transaction set executed pursuant to a Rule 10b5-1 trading plan, which provides an affirmative defense to insider trading claims when properly adopted. The reporting person received a Stock Appreciation Right tied to 2,250 shares with a $35.52 strike and simultaneously shows acquisitions and dispositions at materially higher prices (~$96.67–$96.70). Net effect is a decline in reported direct beneficial ownership to 6,435 shares. For investors, this is routine compensation and plan-driven trading rather than an unscheduled, material corporate development.
TL;DR: The filing reflects planned transactions and an SAR grant, consistent with standard director compensation and compliance processes.
The submission explicitly cites a 10b5-1 plan adopted 08/07/2024, and the signature by power of attorney is present. The SAR grant was received at no cost per the filing, and exercisability/expiration dates are disclosed. These disclosures meet Section 16 reporting requirements and show transparency around director trading; there is no indication in the Form 4 of noncompliance or unusual governance events.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Stock Appreciation Right | 2,250 | $0.00 | -- |
| Exercise | Common Stock | 2,250 | $35.52 | $80K |
| Disposition | Common Stock | 828 | $96.70 | $80K |
| Sale | Common Stock | 1,422 | $96.67 | $137K |
Footnotes (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. The Reporting Person received the Derivative Security pursuant to a stock appreciation right grant at no cost.