SIEGEL KENNETH I 4

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.