Jonathan M. Tisch - Feb 6, 2025 Form 4 Insider Report for LOEWS CORP (L)

Role
DIRECTOR EMERITUS
Signature
/s/ Thomas H. Watson, by power of attorney for Jonathan M. Tisch
Stock symbol
L
Transactions as of
Feb 6, 2025
Transactions value $
-$1,428,346
Form type
4
Date filed
2/10/2025, 05:14 PM
Previous filing
Jan 6, 2025
Next filing
Feb 18, 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction L Common Stock Options Exercise $0 +8.26K $0.00 8.26K Feb 6, 2025 Direct F1
transaction L Common Stock Tax liability -$394K -4.57K -55.3% $86.28 3.69K Feb 6, 2025 Direct F2
transaction L Common Stock Sale -$321K -3.69K -100% $86.89 0 Feb 6, 2025 Direct F3
transaction L Common Stock Options Exercise $0 +8.22K $0.00 8.22K Feb 7, 2025 Direct F4
transaction L Common Stock Tax liability -$395K -4.55K -55.3% $86.81 3.68K Feb 7, 2025 Direct F5
transaction L Common Stock Sale -$319K -3.68K -100% $86.72 0 Feb 7, 2025 Direct F3
holding L Common Stock 7.16M Feb 6, 2025 By Trusts
holding L Common Stock 253K Feb 6, 2025 By Spouse

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction L Restricted Stock Units Options Exercise $0 -8.26K -50% $0.00 8.26K Feb 6, 2025 Common Stock 8.26K Direct F1, F6
transaction L Restricted Stock Units Options Exercise $0 -8.22K -100% $0.00 0 Feb 7, 2025 Common Stock 8.22K Direct F4, F6
transaction L Restricted Stock Units Award $0 +13.7K $0.00 13.7K Feb 10, 2025 Common Stock 13.7K Direct F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

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).

Explanation of Responses:

Id Content
F1 Represents the conversion upon vesting of restricted stock units ("RSUs") into common stock. On February 6, 2023, the Reporting Person was awarded 16,516 RSUs ("2023 RSUs"), subject to the Issuer achieving a pre-determined level of performance based income ("PBI Metric") for 2023. The Issuer's Compensation Committee determined that the Issuer achieved the PBI Metric on February 5, 2024 and the 2023 RSUs were then reported on a Form 4 filed with the Securities and Exchange Commission (the "SEC"). 50% of these RSUs vested on February 6, 2025. The remaining 2023 RSUs vest on February 6, 2026.
F2 The Reporting Person is reporting the withholding by the Issuer of shares of common stock that vested in respect of the 2023 RSUs on February 6, 2025 but were not issued in order to satisfy the Reporting Person's tax withholding obligations in connection therewith.
F3 This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 22, 2024.
F4 Represents the conversion upon vesting of RSUs into common stock. On February 7, 2022, the Reporting Person was awarded 16,447 RSUs ("2022 RSUs"), subject to the Issuer achieving a PBI Metric for 2022. The Issuer's Compensation Committee determined that the Issuer achieved the PBI Metric on February 6, 2023 and the 2022 RSUs were then reported on a Form 4 filed with the SEC. 50% of these RSUs vested on February 7, 2024. The remaining 2022 RSUs vested on February 7, 2025.
F5 The Reporting Person is reporting the withholding by the Issuer of shares of common stock that vested in respect of the 2022 RSUs on February 7, 2025 but were not issued in order to satisfy the Reporting Person's tax withholding obligations in connection therewith.
F6 Each RSU represents a contingent right to receive one share of the Issuer's common stock.
F7 The RSUs were awarded to the Reporting Person on February 5, 2024 subject to the Issuer achieving a PBI Metric for 2024. The Issuer's Compensation Committee determined that the Issuer achieved the PBI Metric on February 10, 2025. 50% of the RSUs vest on February 5, 2026 and the remaining 50% vest on February 5, 2027. 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.