LOEWS CORP·4

Feb 6, 4:17 PM ET

SIEGEL KENNETH I 4

4 · LOEWS CORP · Filed Feb 6, 2026

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Loews SVP Kenneth Siegel Receives RSUs; Shares Withheld for Taxes

What Happened Kenneth I. Siegel, Senior Vice President of Loews Corporation (L), had performance-based restricted stock units (RSUs) convert into 12,082 shares on Feb 5–6, 2026 (no cash exercise price). To satisfy tax withholding, the company withheld and disposed of 5,351 of those shares, producing cash proceeds of about $590,104 (2,239 shares at $109.43 = $245,014; 3,112 shares at $110.89 = $345,090). Net newly issued shares to Siegel after withholding were 6,731.

Key Details

  • Transaction dates/prices:
    • Feb 5, 2026: 5,475 RSUs converted to common stock (acquired at $0); 2,239 shares withheld at $109.43 for $245,014.
    • Feb 6, 2026: 6,607 RSUs converted to common stock (acquired at $0); 3,112 shares withheld at $110.89 for $345,090.
  • Total vested shares: 12,082; total withheld for taxes: 5,351; net shares issued to insider: 6,731.
  • Footnotes: These were performance-based RSUs from 2023 and 2024 awards. The 2023 RSUs (originally 13,213) had remaining shares vesting Feb 6, 2026; the 2024 RSUs (originally 10,951) had 50% vest on Feb 5, 2026 (remaining 50% vests Feb 5, 2027).
  • Transaction codes: M = conversion/exercise of derivative (RSU conversion); F = shares withheld to satisfy tax withholding.
  • Shares owned after the transaction: not specified in the Form 4 filing.
  • Filing timeliness: Form 4 was filed Feb 6, 2026 reporting the Feb 5–6 transactions (timely under Form 4 rules).

Context These entries reflect RSU vesting and routine tax-withholding, not open-market sales or purchases. The insider did not pay cash to acquire the shares (RSUs converted at $0); the company withheld shares to cover tax obligations (a common, administrative disposition). Because these were performance-based awards, vesting was tied to pre-determined performance metrics previously certified by the Compensation Committee.

Insider Transaction Report

Form 4
Period: 2026-02-05
SIEGEL KENNETH I
Senior Vice President
Transactions
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-02-05+5,47513,065 total
  • Tax Payment

    Common Stock

    [F2]
    2026-02-05$109.43/sh2,239$245,01410,826 total
  • Exercise/Conversion

    Common Stock

    [F3]
    2026-02-06+6,60717,433 total
  • Tax Payment

    Common Stock

    [F4]
    2026-02-06$110.89/sh3,112$345,09014,321 total
  • Exercise/Conversion

    Restricted Stock Units

    [F5][F1]
    2026-02-055,4755,476 total
    Common Stock (5,475 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F5][F3]
    2026-02-066,6070 total
    Common Stock (6,607 underlying)
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 10,951 RSUs ("2024 RSUs"), subject to the Issuer achieving a pre-determined level of performance based income ("PBI Metric") for 2024. The Issuer's Compensation Committee determined that the Issuer achieved the PBI Metric on February 10, 2025 and the 2024 RSUs were then reported on a Form 4 filed with the Securities and Exchange Commission (the "SEC"). 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 13,213 RSUs ("2023 RSUs"), subject to the Issuer achieving a 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 SEC. 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 Kenneth I. Siegel|2026-02-06

Documents

1 file
  • 4
    wk-form4_1770412656.xmlPrimary

    FORM 4