SCHWARTZ MARK S 4

4 · LOEWS CORP · Filed Feb 6, 2026

AI-generated summary of this filing

Updated Feb 6, 2026

Loews VP Mark S. Schwartz Receives RSUs; Shares Withheld

What Happened

Mark S. Schwartz, Vice President, Chief Accounting Officer and Treasurer of Loews Corp (L), had restricted stock units (RSUs) vest on Feb 5 and Feb 6, 2026. He received 3,422 shares on Feb 5 (from 2024 RSUs) and 4,129 shares on Feb 6 (from 2023 RSUs). Those RSU conversions are reported as acquired at $0 (no cash exercise price).
To satisfy tax withholding obligations, the issuer withheld 1,234 shares on Feb 5 at $109.43 (value $135,037) and 1,979 shares on Feb 6 at $110.89 (value $219,451), for a total withheld value of $354,488. The withholdings are routine and reflect taxes due on the vested RSUs rather than open-market sales.

Key Details

Transaction dates and prices:
- Feb 5, 2026: 3,422 RSUs converted to 3,422 shares (acquired at $0); 1,234 shares withheld at $109.43 → $135,037.
- Feb 6, 2026: 4,129 RSUs converted to 4,129 shares (acquired at $0); 1,979 shares withheld at $110.89 → $219,451.
Transaction codes: M = exercise/conversion of derivative (RSU conversion); F = payment of exercise price or tax liability (share withholding).
Shares owned after the transactions: not specified in the provided filing details.
Footnotes: F1/F3 confirm the award dates (2024 RSUs and 2023 RSUs) and vesting schedules; F2/F4 explain the issuer withheld shares to satisfy tax withholding; F5 notes each RSU equals one share.
Filing/timeliness: Report filed Feb 6, 2026 for transactions on Feb 5–6, 2026 (no late filing indicated).

Context

This was a vesting/conversion of RSUs and a cashless tax withholding—common, routine insider activity when restricted stock vests. It is not an open-market sale or purchase that necessarily signals a change in the insider’s investment view.
Total value of shares withheld to cover taxes was about $354.5K. Purchases generally carry more informational weight for bullish signals; here the main action is vesting and tax withholding.

Form 4

Period: 2026-02-05

V.P., C.A.O. and Treasurer

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-02-05+3,422→ 14,314 total
Tax Payment
Common Stock
[F2]
2026-02-05$109.43/sh−1,234$135,037→ 13,080 total
Exercise/Conversion
Common Stock
[F3]
2026-02-06+4,129→ 17,209 total
Tax Payment
Common Stock
[F4]
2026-02-06$110.89/sh−1,979$219,451→ 15,230 total
Exercise/Conversion
Restricted Stock Units
[F5][F1]
2026-02-05−3,422→ 3,422 total
→ Common Stock (3,422 underlying)
Exercise/Conversion
Restricted Stock Units
[F5][F3]
2026-02-06−4,129→ 0 total
→ Common Stock (4,129 underlying)

Holdings

Footnotes (5)

[F1]Represents the conversion upon vesting of restricted stock units ("RSUs") into common stock. On February 5, 2024, the Reporting Person was awarded 6,844 RSUs ("2024 RSUs"). 50% of these RSUs vested on February 5, 2026. The remaining 2024 RSUs vest on February 5, 2027.
[F2]The Reporting Person is reporting the withholding by the Issuer of shares of common stock that vested in respect of the 2024 RSUs on February 5, 2026 but were not issued in order to satisfy the Reporting Person's tax withholding obligations in connection therewith.
[F3]Represents the conversion upon vesting of RSUs into common stock. On February 6, 2023, the Reporting Person was awarded 8,258 RSUs ("2023 RSUs"). 50% of these RSUs vested on February 6, 2025. The remaining 2023 RSUs vested on February 6, 2026.
[F4]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, 2026 but were not issued in order to satisfy the Reporting Person's tax withholding obligations in connection therewith.
[F5]Each RSU represents a contingent right to receive one share of the Issuer's common stock.

Signature

/s/ Thomas H. Watson by power of attorney for Mark S. Schwartz|2026-02-06

1 file