2 unchanged sentences
(c) TRADING PLANS
−Removed: The directors of the Company set forth in the table below adopted trading plans on the dates set forth in the table below with respect to the exercise of expiring stock appreciation rights (“SARs”) granted to them as director compensation in 2014.
−Removed: Each plan is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
−Removed: Pursuant to each plan, if the market price of the Company’s common stock exceeds the exercise price for the applicable SARs by a specified amount during the applicable trading window, the applicable SARs will be exercised and the percentage of net shares received from such exercise set forth in the table below will be sold at market prices.
−Removed: For each director, 2,250 SARs expire on each of March 31, 2024, June 30, 2024, September 30, 2024 and December 31, 2024.
−Removed: The trading window under each plan for each such expiration begins on the first trading day of the expiration month and ends on the expiration date.
−Removed: Date of Adoption
−Removed: Percentage of Net Shares to Be Sold
−Removed: August 16, 2023
−Removed: September 12, 2023
−Removed: August 22, 2023
−Removed: August 16, 2023
−Removed: August 16, 2023
−Removed: In addition, on August 21, 2023 , Andrew H.
−Removed: Tisch , Co-Chairman of the Board of Directors of the Company, adopted a trading plan with respect to the exercise of expiring SARs granted to him as executive compensation in 2014.
−Removed: intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
−Removed: Pursuant to the plan, if the market price of the Company’s common stock exceeds the exercise price for the applicable SARs by a specified amount during the applicable trading window, the applicable SARs will be exercised and the net shares received by Mr.
−Removed: Andrew Tisch from such exercise will be sold at market prices.
+Added: On February 22, 2024 , Jonathan M.
+Added: Tisch , Co-Chairman of the Board and a member of the Office of the President, and Executive Chairman of Loews Hotels & Co, adopted a trading plan with respect to:
+Added: (i) the exercise of expiring stock appreciation rights (“SARs”) granted to him as executive compensation in 2015;
+Added: and (ii) the sale of the net shares of common stock received upon the vesting of performance-based restricted stock awards (“RSUs”) granted to him as executive compensation in 2022 and 2023 that are scheduled to vest in February 2025.
+Added: The plan is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
+Added: With respect to the expiring SARs, pursuant to the plan, if the market price of the Company’s common stock exceeds the exercise price for the applicable SARs by a specified amount during the trading window, the applicable SARs will be exercised and the net shares received by Mr.
+Added: Jonathan Tisch from such exercise will be sold at market prices.
60,000 of Mr.
−Removed: Andrew Tisch’s SARs expire on January 14, 2024.
−Removed: The trading window under the plan for 30,000 of such SARs begins on January 2, 2024 and the trading window under the plan for the remaining 30,000 of such SARs begins on January 3, 2024.
−Removed: Each trading window ends on the expiration date.
+Added: Jonathan Tisch’s SARs expire on January 9, 2025.
+Added: The trading window under the plan for such SARs begins on January 2, 2025 and ends on the expiration date.
+Added: With respect to the vesting RSUs, pursuant to the plan, the net shares received upon vesting of the RSUs will be sold at market prices.
+Added: Jonathan Tisch’s RSUs are scheduled to vest on February 6, 2025 and 8,224 of Mr.
+Added: Jonathan Tisch’s RSUs are scheduled to vest on February 7, 2025.
+Added: The trading window under the plan for such RSUs begins on the applicable vesting date and ends on February 28, 2025.
Description of Exhibit Exhibit
15 unchanged sentences
LOEWS CORPORATION
−Removed: October 30, 2023
Senior Vice President and
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.