SCHWARTZ MARK S 4

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.