LOEWS CORP 10-K

l-20251231 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31 , 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From ____________ to _____________ Commission File Number 1-06541 LOEWS CORP ORATION (Exact name of registrant as specified in its charter) Delaware 13-2646102 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 9 West 57 th Street , New York , NY 10019-2714 (Address of principal executive offices) (Zip Code) ( 212 ) 521-2000 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock, par value $0.01 per share L New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ The aggregate market value of common stock held by non-affiliates of the registrant as of June 30, 2025 , the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $ 15,362,000,000 . As of February 6, 2026 , there were 206,052,874 shares of the registrant’s common stock outstanding. Documents Incorporated by Reference: Portions of the registrant’s definitive proxy statement for the 2026 annual meeting of shareholders, intended to be filed by the registrant with the Commission not later than 120 days after the close of its fiscal year, are incorporated by reference into Part III of this Report. 1 Table of Contents LOEWS CORPORATION INDEX TO ANNUAL REPORT ON FORM 10-K FILED WITH THE SECURITIES AND EXCHANGE COMMISSION For the Year Ended December 31, 2025 Item No. Page No. PART I 1 Business CNA Financial Corporation 5 Boardwalk Pipeline Partners, LP 9 Loews Hotels Holding Corporation 17 Altium Packaging LLC 18 Human Capital 18 Information about Our Executive Officers 19 Available Information 19 1A Risk Factors 19 1B Unresolved Staff Comments 46 1C Cybersecurity 46 2 Properties 47 3 Legal Proceedings 47 4 Mine Safety Disclosures 47 PART II 5 Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 48 6 [Reserved] 49 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations 49 7A Quantitative and Qualitative Disclosures about Market Risk 76 8 Financial Statements and Supplementary Data 80 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 163 9A Controls and Procedures 163 9B Other Information 163 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 163 PART III 10 Directors, Executive Officers and Corporate Governance 164 11 Executive Compensation 164 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 164 13 Certain Relationships and Related Transactions, and Director Independence 165 14 Principal Accounting Fees and Services 165 PART IV 15 Exhibits and Financial Statement Schedules 166 16 Form 10-K Summary 169 2 Table of Contents FORWARD-LOOKING STATEMENTS Investors are cautioned that certain statements contained in this Report as well as in other filings with the Securities and Exchange Commission (“SEC”) and periodic press releases made by us and our subsidiaries and certain statements made by us and our subsidiaries and our and their officers in presentations may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”). Forward-looking statements include any statement that does not directly relate to any historical or current fact. Forward-looking statements may project, indicate or imply future results, events, performance or achievements, and such statements may contain the words “expect,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “will be,” “will continue,” “will likely result,” and similar expressions. In addition, any statement concerning future financial performance (including future revenues, earnings or growth rates), ongoing business strategies or prospects, and possible actions taken by us or our subsidiaries are also forward-looking statements as defined by the Act. Forward-looking statements are based on current expectations and projections about future events and are inherently subject to a variety of risks and uncertainties, many of which are beyond our or our subsidiaries’ control, that could cause actual results to differ materially from those anticipated or projected. Developments in any of the risks or uncertainties facing us or our subsidiaries, including those described under Item 1A, Risk Factors of this Report and in our and our subsidiaries’ other filings with the SEC, could cause our and our subsidiaries’ results to differ materially from results that have been or may be anticipated or projected. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are made and we and our subsidiaries expressly disclaim any obligation or undertaking to update these statements to reflect any change in expectations or beliefs or any change in events, conditions or circumstances on which any forward-looking statement is based. Unless the context otherwise requires, the term “Company” as used herein means Loews Corporation including its subsidiaries and the terms “Parent Company,” “we,” “our,” “us” or like terms as used herein mean Loews Corporation excluding its subsidiaries. RISK FACTORS SUMMARY Our business and the businesses of our subsidiaries face many risks and uncertainties. These risks and uncertainties could lead to events or circumstances that have a material adverse effect on our business, results of operations, cash flows, financial condition and/or equity and/or the business, results of operations, cash flows, financial condition and/or equity of one or more of our subsidiaries. You should carefully review and consider the full discussion of our risk factors described under Item 1A, Risk Factors of this Report, before investing in any security issued by us. Principal risks facing us and our subsidiaries include those relating to: Risks Related to Us and Our Subsidiary, CNA Financial Corporation (“CNA”) • CNA may need to increase its insurance reserves if it determines that its recorded reserves are insufficient; • CNA’s actual experience could vary from the key assumptions used to determine future policy benefit reserves for its long-term care policies; • CNA’s vulnerability to material losses from natural and man-made disasters or other catastrophes; • CNA’s exposure related to asbestos and environmental pollution (“A&EP”) claims; • CNA’s exposure to mass tort claims against its insureds and changes to the social and legal environment, such as those related to abuse reviver statutes, issues related to altered interpretation of coverage and other new and emerging claim theories; • Intense competition in CNA’s industry; the cyclical nature of the property and casualty business and the evolving landscape of its distribution network; • Risks relating to CNA’s reliance on reinsurance, including risks related to its ability to obtain sufficient reinsurance at a cost or on terms and conditions it deems acceptable, reinsurance counterparty risk and ineffective reinsurance coverage; • Technological changes or disruptions in the insurance marketplace; • Potential significant realized and unrealized investment losses and volatility in net investment income; • CNA’s use of analytical models in key areas such as pricing, reserving catastrophe risks and capital modeling; • Any significant interruption in the operation of CNA’s business functions, facilities or systems or its vendors’ facilities or systems could result in a material adverse effect on its operations; • Any significant breach in CNA’s data security infrastructure or its vendors’ facilities or systems could disrupt business, cause financial losses and damage its reputation, and insurance coverage may not be available for claims related to a breach; 3 Table of Contents • CNA’s potential inability to detect and prevent significant employee or service provider misconduct, inadvertent errors and omissions, or exposure relating to functions performed on CNA’s behalf; • Capital adequacy requirements that CNA is subject to; • Regulatory limitations on CNA’s insurance subsidiaries ability to pay dividends to CNA; • Potential downgrades of CNA’s ratings by rating agencies; and • Extensive state, local, federal and foreign governmental regulations to which CNA is subject. Risks Related to Us and Our Subsidiary, Boardwalk Pipeline Partners, LP (“Boardwalk Pipelines”) • Extensive regulation by the Federal Energy Regulatory Commission (“FERC”) of Boardwalk Pipelines’ natural gas transportation and storage operations and ethane transportation services; • Actual results from Boardwalk Pipelines’ construction and growth projects not meeting its forecasts; • Changes in U.S. trade policy and the impact of tariffs; • Changes in the debt markets and increases in interest rates; • Failure to comply with environmental or worker safety laws or regulations or an accidental release of pollutants into the environment; • Legislative and regulatory initiatives relating to new or more stringent pipeline safety requirements; • A failure in Boardwalk Pipelines’ computer systems or a cybersecurity attack; • Boardwalk Pipelines’ and its customers’ operations are subject to a series of risks regarding climate change; • Climatic conditions could adversely impact Boardwalk Pipelines’ operations, pipelines and facilities, or those of its customers or suppliers; • Reputational risks and risks related to public opinion; • Opposition to the operation of Boardwalk Pipelines’ pipelines and facilities, construction or expansion of facilities and new pipeline projects; • Market conditions, including available supply, demand and the price differentials between natural gas supplies and market locations for natural gas, may affect the transportation rates that Boardwalk Pipelines can charge on certain portions of its pipeline systems; • Changes in energy commodity prices and their impact on the supply of and demand for those commodities; • Boardwalk Pipelines’ exposure to credit risk relating to default or bankruptcy by its customers; • Boardwalk Pipelines’ reliance on a limited number of customers for a substantial portion of its revenues; • Operating and financial covenants in Boardwalk Pipelines’ revolving credit facility; • Boardwalk Pipelines’ indebtedness may affect its ability to meet its obligations and may otherwise restrict its activities; • Boardwalk Pipelines does not own all of the land on which its pipelines and facilities are located; • Boardwalk Pipelines may be unsuccessful in executing its strategy to grow and diversify its business; • The impact of market conditions on Boardwalk Pipelines’ ability to replace expiring storage contracts at attractive rates or on a long-term basis and to sell short-term services at attractive rates or at all; and • Boardwalk Pipelines’ operations are subject to catastrophic losses, operational hazards and unforeseen interruptions for which it may not be adequately insured. Risks Related to Us and Our Subsidiary, Loews Hotels Holding Corporation (“Loews Hotels & Co”) • Operating risks common to the hospitality industry, many of which are beyond Loews Hotels & Co’s control; • Loews Hotels & Co’s exposure to risks resulting from significant investments in owned and leased real estate, including through ownership interests in partnerships and joint ventures; • Seasonal and cyclical volatility in the hospitality industry; • The high level of competition in the hospitality industry, both for customers and for the acquisition and/or development of new properties; • The risk of deterioration in the quality or reputation of Loews Hotels & Co’s brands, including brands used in its joint ventures and those it licenses; • The potential for delays or increased costs in connection with developing and renovating properties; • Investing in hotel properties through ownership interests in partnerships and joint ventures is subject to inherent risk due to Loews Hotels & Co’s lack of unilateral control over the investment; • The geographic concentration of Loews Hotels & Co’s properties; • The growth and use of third-party reservation channels; • The adequacy of Loews Hotels & Co’s insurance coverage; • Potential labor shortages; and • Portions of Loews Hotels & Co’s labor force are covered by collective bargaining agreements. 4 Table of Contents Risks Related to Us and Our Unconsolidated Subsidiary, Altium Packaging LLC (“Altium Packaging”) • Altium Packaging’s substantial indebtedness; • Altium Packaging’s exposure to changes in consumer preferences; • Fluctuations in raw material prices and raw material availability; and • Self-manufacturing by Altium Packaging’s customers. Risks Related to Us and Our Subsidiaries Generally • Failures or interruptions in or breaches to our or our subsidiaries’ computer systems or those of certain third parties; • Litigation to which we and our subsidiaries may be subject from time to time; • Acts of terrorism; • Compliance with environmental laws; • Potential loss of key vendor relationships or issues relating to the transitioning of vendor relationships; • Impairment charges related to the carrying value of long-lived assets and goodwill of our subsidiaries; • Pandemics or other outbreaks of contagious diseases and efforts to mitigate their spread have had, and could in the future have, widespread impacts on the way we and our subsidiaries operate; • We are a holding company and derive substantially all of our income and cash flow from our subsidiaries; • Competition for senior executives and qualified specialized talent; and • Scrutiny and changing expectations from stakeholders with respect to sustainability practices may impose additional costs on us and our subsidiaries or expose us and our subsidiaries to new or additional risks. PART I Item 1. Business. Loews Corporation was incorporated in 1969 and is a holding company. Our subsidiaries are engaged in the following lines of business: • commercial property and casualty insurance (CNA Financial Corporation, an approximately 92% owned subsidiary); • transportation and storage of natural gas and natural gas liquids, olefins and other hydrocarbons (Boardwalk Pipeline Partners, LP, a wholly owned subsidiary); and • operation of a chain of hotels (Loews Hotels Holding Corporation, a wholly owned subsidiary). We also own approximately 53% of Altium Packaging LLC, an unconsolidated subsidiary, which is engaged in the manufacture of rigid plastic packaging solutions. We have four reportable segments comprised of three individual consolidated operating subsidiaries, CNA Financial Corporation, Boardwalk Pipeline Partners, LP and Loews Hotels Holding Corporation; and the Corporate segment. The Corporate segment is comprised of Loews Corporation, excluding these subsidiaries, and the equity method of accounting for Altium Packaging LLC, an unconsolidated subsidiary. Additional financial information on each of our segments is included under Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”). CNA FINANCIAL CORPORATION CNA Financial Corporation (together with its subsidiaries, “CNA”) is an insurance holding company. CNA’s property and casualty and remaining life and group insurance operations are primarily conducted by Continental Casualty Company (“CCC”), The Continental Insurance Company, Western Surety Company, CNA Insurance Company Limited, Hardy Underwriting Bermuda Limited and its subsidiaries (“Hardy”) and CNA Insurance Company (Europe) S.A. CNA accounted for 81.2% , 81.5% and 83.6% of our consolidated total revenue for the years ended December 31, 2025, 2024 and 2023. CNA’s insurance products primarily include commercial property and casualty coverages, including surety. CNA’s services include warranty, risk management, information services and claims administration. CNA’s products and services are primarily marketed through independent agents, retail and wholesale brokers and managing general underwriters to a wide variety of customers, including small, medium and large businesses, insurance companies, associations, professionals 5 Table of Contents and other groups. The property and casualty insurance industry is highly competitive, both as it relates to rate and service. CNA competes with a large number of stock and mutual insurance companies, as well as other entities, for both distributors and customers. Property & Casualty Operations CNA’s commercial property and casualty insurance operations (“Property & Casualty Operations”) includes its Specialty, Commercial and International lines of business. Specialty Specialty provides management and professional liability and other property and casualty coverages, products and services using a network of retail and wholesale brokers, independent agents and managing general underwriters. Specialty includes the following business groups: Management & Professional Liability : Management & Professional Liability consists of the following coverages and products: • professional liability coverages and risk management services to various professional firms, including architects, real estate agents, accounting firms and law firms; • directors and officers (“D&O”), errors and omissions (“E&O”), employment practices, fiduciary, fidelity and cyber coverages. Specific areas of focus include small and mid-size firms, public as well as privately held firms and not-for-profit organizations; • insurance products to serve the health care industry, including professional and general liability as well as associated casualty coverages. Key customer groups include aging services, allied medical facilities, dentists, physicians, nurses and other medical practitioners. Surety : Surety offers small, medium and large contract and commercial surety bonds. Surety provides surety and fidelity bonds in all 50 states. Warranty and Alternative Risks : Warranty and Alternative Risks provides extended service contracts and related insurance products covering mechanical breakdown and similar losses for vehicles, portable electronics and other consumer goods. These service contracts are primarily distributed through independent representatives and sold by automobile dealerships and retailers in North America. CNA’s insurance subsidiaries may issue contractual liability, inland marine, or guaranteed asset protection policies supporting these contracts, a significant portion of which are reinsured through third-party captive programs. Commercial Commercial works with a network of retail and wholesale brokers and independent agents to market a broad range of property and casualty insurance products to all types of insureds, targeting small business, construction, middle market and other commercial customers. Property products include standard and excess property, marine and boiler and machinery coverages. Casualty products include standard casualty insurance products such as workers’ compensation, general and product liability, commercial auto, umbrella, and excess and surplus coverages. Most insurance programs are provided on a guaranteed cost basis; however, CNA also offers specialized loss-sensitive insurance programs and total risk management services relating to claim and information services to the large commercial insurance marketplace. International International underwrites property and casualty coverages on a global basis through a branch operation in Canada, a European business consisting of insurance companies based in the United Kingdom and Luxembourg and Hardy, CNA’s Lloyd’s of London (“Lloyd’s”) syndicate. 6 Table of Contents Property & Casualty Structure CNA’s commercial property & casualty underwriting operations presence in the United States of America (“U.S.”) consists of field underwriting locations and centralized processing operations which handle policy processing, billing and collection activities and also act as call centers to optimize service. CNA’s claim operations presence in the U.S. consists of primary locations where it handles multiple claim types and key business functions, as well as regional claim offices which are aligned with CNA’s underwriting field structure. CNA also has property & casualty underwriting operations in Canada, the United Kingdom (“U.K.”) and Continental Europe, as well as access to business placed at Lloyd’s through Syndicate 382. Other Insurance Operations Other Insurance Operations include CNA’s run-off long-term care business as well as structured settlement obligations not funded by annuities related to certain property and casualty claimants, certain corporate expenses, including interest on CNA corporate debt, and certain property and casualty businesses in run-off, including A&EP, a legacy portfolio of excess workers’ compensation (“EWC”) policies and certain legacy mass tort reserves. Regulation Current Regulation: The insurance industry is subject to comprehensive and detailed regulation and supervision. Regulatory oversight by applicable agencies is exercised through review of submitted filings and information, examinations (both financial and market conduct), direct inquiries and interviews. Each domestic and foreign jurisdiction has established supervisory agencies with broad administrative powers relative to licensing insurers and agents, approving policy forms, establishing reserve requirements, prescribing the form and content of statutory financial reports and regulating capital adequacy and the type, quality and amount of investments permitted. Such regulatory powers also extend to premium rate regulations requiring rates not be excessive, inadequate or unfairly discriminatory. In addition to regulation of dividends by insurance subsidiaries, intercompany transfers of assets or payments may be subject to prior notice or approval by insurance regulators, depending on the size of such transfers and payments in relation to the financial position of the insurance subsidiaries making the transfers or payments. As CNA’s insurance operations are conducted in both domestic and foreign jurisdictions, CNA is subject to a number of regulatory agency requirements applicable to a portion, or all, of CNA’s operations. These include but are not limited to, the State of Illinois Department of Insurance (which is CNA’s global group-wide supervisor), the U.K. Prudential Regulatory Authority (“PRA”) and Financial Conduct Authority (“FCA”), the Office of Superintendent of Financial Institutions (“OSFI”) in Canada, the Luxembourg insurance regulator Commissariat aux Assurances (“CAA”) and the Bermuda Monetary Authority (“BMA”). Domestic insurers are also required by state insurance regulators to provide coverage to certain insureds who would not otherwise be considered eligible by the insurers. Each state dictates the types of insurance and the level of coverage that must be provided to such involuntary risks. CNA’s share of these involuntary risks is mandatory and generally a function of its respective share of the voluntary market by line of insurance in each state. Further, domestic insurance companies are subject to state guaranty fund and other insurance-related assessments. Guaranty funds are governed by state insurance guaranty associations which levy assessments to meet the funding needs of insolvent insurer estates. Other insurance-related assessments are generally levied by state agencies to fund various organizations including disaster relief funds, rating bureaus, insurance departments, and workers’ compensation second injury funds, and by industry organizations that assist in the statistical analysis and ratemaking process and CNA has the ability to recoup certain of these assessments from policyholders. Although the U.S. federal government does not currently directly regulate the business of insurance, federal legislative and regulatory initiatives can affect the insurance industry. These initiatives and legislation include proposals relating to terrorism and natural catastrophe exposures, federal financial services reforms and certain tax reforms. Hardy, a specialized Lloyd’s underwriter, is also supervised by the Council of Lloyd’s, which is the franchisor for all Lloyd’s operations. The Council of Lloyd’s has wide discretionary powers to regulate Lloyd’s underwriting, such as establishing the capital requirements for syndicate participation. In addition, the annual business plan of each syndicate is subject to the review and approval of the Lloyd’s Franchise Board, which is responsible for business planning and monitoring for all syndicates. 7 Table of Contents Capital adequacy and risk management regulations, referred to as Solvency II, apply to CNA’s European Union (“E.U.”) operations and are enacted by the European Commission. CNA’s operations in the U.K. have been subject to the same regulations but are transitioning to a tailored version of Solvency II, known as Solvency UK, developed by the PRA. Additionally, the International Association of Insurance Supervisors (“IAIS”) continues to develop capital requirements as more fully discussed below. Regulation Outlook: The IAIS has adopted a Common Framework (“ComFrame”) for the supervision of Internationally Active Insurance Groups (“IAIGs”) which is focused on the group-wide supervision of IAIGs, such as CNA. Elements of ComFrame have been incorporated into regulatory guidelines issued by the National Association of Insurance Commissioners (“NAIC”) for application by regulators in the U.S. These additions were adopted for the purpose of streamlining group-wide supervision, further leveraging existing risk and solvency measures and applying them on a group-wide basis. The NAIC has developed an approach to group capital regulation and solvency-monitoring activities using the Group Capital Calculation (“GCC”). While historically the U.S. regulatory regime was primarily based on legal entity regulation, the GCC quantifies risk across the insurance group. The GCC was adopted by the NAIC along with model legislative language and attendant regulations, which have been adopted in a number of U.S. states where IAIGs are domiciled, including Illinois. Alongside the GCC, the NAIC has also developed the Aggregation Method (“AM”) approach to assessing group capital as an alternative to the Insurance Capital Standard (“ICS”) developed by the IAIS. The AM is influenced by the GCC and calculated in a similar manner. In 2024, the IAIS concluded that the AM provides comparable outcomes to the ICS. While as of December 31, 2025 the AM continues to undergo further refinement as a part of the implementation process, the finding of comparability by the IAIS represents recognition of existing U.S. solvency regulation. In addition, the U.S. and foreign regulatory environment in which CNA operates is continuously evolving, with both existing and prospective regulations that implicate aspects of its corporate governance, public disclosures and risk management, climate change, artificial intelligence and cybersecurity practices. Properties: CNA’s principal executive offices are based in Chicago, Illinois. CNA’s subsidiaries maintain office space in various cities throughout the United States and various countries. CNA leases all of its office space. 8 Table of Contents BOARDWALK PIPELINE PARTNERS, LP Boardwalk Pipeline Partners, LP (together with its subsidiaries, “Boardwalk Pipelines”) is engaged in the business of transportation and storage of natural gas and natural gas liquids, olefins and other hydrocarbons (herein referred to together as “NGLs”). Boardwalk Pipelines also provides ethane supply and transportation services for petrochemical customers in Louisiana and Texas. Boardwalk Pipelines accounted for 12.6%, 11.8% and 10.3% of our consolidated total revenue for the years ended December 31, 2025, 2024 and 2023. A wholly owned subsidiary of ours, Boardwalk Pipelines Holding Corp. (“BPHC”) owns, directly and indirectly, 100% of the general partner and limited partnership interests of Boardwalk Pipelines. Boardwalk Pipelines operates in the midstream portion of the natural gas and NGLs industry, providing transportation and storage for those commodities. Boardwalk Pipelines also provides ethane supply and transportation services for petrochemical customers in Louisiana and Texas. Boardwalk Pipelines owns approximately 14,275 miles of natural gas and NGLs pipelines and underground storage caverns having aggregate capacity of approximately 199.5 billion cubic feet (“Bcf”) of working natural gas and 31.2 million barrels (“MMBbls”) of NGLs. Boardwalk Pipelines’ integrated natural gas pipeline and storage systems are located in the Gulf Coast region, Oklahoma, Arkansas, Tennessee, Kentucky, Illinois, Indiana and Ohio, and its NGLs pipelines and storage facilities are located in Louisiana and Texas. Boardwalk Pipelines’ principal natural gas and natural gas liquids businesses are described below: Natural Gas Boardwalk Pipelines’ natural gas business, which provides transportation, storage and parking and lending (“PAL”) services for natural gas customers, consists of integrated interstate and intrastate natural gas pipelines and storage facilities. Boardwalk Pipelines owns and operates approximately 13,420 miles of interconnected natural gas pipelines, directly serving customers in thirteen states and indirectly serving customers throughout the northeastern and southeastern U.S. through numerous interconnections with unaffiliated pipelines. In 2025 , its natural gas pipeline systems transported approximately 3.9 trillion cubic feet of natural gas. Average daily throughput on Boardwalk Pipelines’ natural gas pipeline systems during 2025 was approximately 10.7 Bcf . Boardwalk Pipelines’ natural gas storage facilities are comprised of fourteen underground storage fields located in four states with aggregate working gas capacity of approximately 199.5 Bcf. Following is a summary of the primary subsidiaries comprising Boardwalk Pipelines’ natural gas business: The Gulf South Pipeline Company, LLC (“Gulf South”) pipeline system is located along the Gulf Coast in the states of Oklahoma, Texas, Louisiana, Mississippi, Alabama and Florida. Gulf South has ten natural gas storage facilities. The two natural gas storage facilities located in Louisiana and Mississippi have approximately 78.0 Bcf of working gas storage capacity and the eight salt dome natural gas storage caverns in Mississippi have approximately 46.0 Bcf of total storage capacity, of which approximately 29.6 Bcf is working gas capacity. Gulf South also owns undeveloped land which is suitable for up to five additional storage caverns. Gulf South is regulated by the FERC. The Texas Gas Transmission, LLC (“Texas Gas”) pipeline system is a bi-directional pipeline, located in Louisiana, East Texas, Arkansas, Mississippi, Tennessee, Kentucky, Indiana and Ohio, with smaller diameter lines extending into Illinois. Texas Gas owns nine natural gas storage fields, of which it owns the majority of the working and base gas. Texas Gas is regulated by the FERC. Boardwalk Pipelines has minor intrastate and natural gas pipeline assets in South Texas and Louisiana serving end-use, electric power generator and industrial customers. It also owns natural gas salt dome storage capacity in its Choctaw Hub in Louisiana. 9 Table of Contents The following table provides information for Boardwalk Pipelines’ natural gas assets owned and operated as of December 31, 2025 : Assets Miles of Pipeline Average Daily Throughput (Bcf/d) (a) Peak-day Delivery Capacity (Bcf/d) Working Gas Storage Capacity (Bcf) Gulf South 7,140 7.1 10.9 107.6 Texas Gas 6,000 3.4 6.4 84.3 Other Natural Gas 280 0.2 7.6 (a) Bcf per day (Bcf/d) Natural Gas Liquids Boardwalk Pipelines’ natural gas liquids business, which provides transportation and storage services for NGLs and supply services for ethane and brine customers, consists primarily of NGLs pipelines, salt dome storage facilities and brine infrastructure. Boardwalk Pipelines owns and operates approximately 855 miles of NGLs pipelines in Louisiana and Texas. In 2025, Boardwalk Pipelines’ natural gas liquids pipeline systems transported approximately 144.2 MMBbls of NGLs. Boardwalk Pipelines’ NGLs storage facilities consist of 11 salt dome caverns located in Louisiana with an aggregate storage capacity of approximately 31.2 MMBbls. Boardwalk Pipelines also owns ten salt dome caverns and related brine infrastructure located in Louisiana for use in providing brine supply services and to support the NGLs storage operations. Boardwalk Pipelines’ NGLs pipeline systems access the Gulf Coast petrochemical industry through operations at its Choctaw Hub in Louisiana and its Sulphur Hub in Louisiana. Boardwalk Pipelines accesses ethylene supplies in Texas, which it delivers to petrochemical-industry customers in Louisiana. Boardwalk Pipelines purchases ethane in Texas and Louisiana and utilizes its NGLs pipelines to supply ethane to customers in Texas and Louisiana. The majority of Boardwalk Pipelines’ natural gas liquids customers are industrial and petrochemical end-users. Following is a summary of the primary subsidiaries comprising Boardwalk Pipelines’ natural gas liquids business: Boardwalk Louisiana Midstream, LLC (“Louisiana Midstream”) provides transportation and storage services for NGLs, primarily ethylene, and brine supply services for producers and consumers of petrochemicals through two hubs in southern Louisiana. These assets have approximately 31.2 MMBbls of salt dome storage capacity, significant brine supply infrastructure, and approximately 300 miles of pipeline assets, including an extensive ethylene distribution system. Louisiana Midstream’s Choctaw pipeline network is a common carrier pipeline system situated along the Mississippi River Corridor that serves chemical complexes throughout southeastern Louisiana and provides connectivity to producers and consumers of ethylene. Through interconnections with Boardwalk Petrochemical Pipeline, LLC’s (“Boardwalk Petrochemical”) Evangeline Pipeline and other third-party pipelines, the system links ethylene producers in Texas and the Lake Charles area to the Mississippi River Corridor. Louisiana Midstream also owns eight salt dome caverns and related brine infrastructure located at its Choctaw Hub for use in providing brine supply services and supporting its NGLs storage operations. Louisiana Midstream’s Sulphur pipeline network is located near Lake Charles, Louisiana, and is connected to local ethylene producers and consumers and area refineries. At its Sulphur Hub, Louisiana Midstream owns and operates five active storage caverns, which are currently in ethylene, ethane and propane service. Boardwalk Petrochemical owns and operates the Evangeline Pipeline, an approximately 180-mile bi-directional, common carrier, interstate ethylene pipeline that is capable of transporting approximately 4.8 billion pounds of ethylene per year between Texas and Louisiana, and interconnects with Louisiana Midstream’s ethylene distribution system and storage facilities at its Sulphur and Choctaw Hubs. The Evangeline Pipeline links ethylene producers and consumers from Texas to Louisiana. Boardwalk Ethane Pipeline Company, LLC (“Bayou Ethane”) owns and operates the Bayou Ethane Pipeline, an approximately 375-mile pipeline system originating in Texas, that transports ethane to Southeast Texas and to Louisiana. The Bayou Ethane Pipeline provides common carrier, interstate and intrastate transportation services and interconnects with Louisiana Midstream’s storage facilities at its Sulphur and Choctaw Hubs. The Bayou Ethane Pipeline has the ability to deliver approximately 55.0 MMBbls of ethane per year. Bayou Ethane provides ethane supply and transportation services for petrochemical customers in Louisiana and Texas. 10 Table of Contents The following table provides information for Boardwalk Pipelines’ natural gas liquids assets owned and operated as of December 31, 2025 : Assets Miles of Pipeline Annual Throughput (MMBbls) Liquids Storage Capacity (MMBbls) Louisiana Midstream 300 60.8 31.2 Boardwalk Petrochemical 180 38.9 Bayou Ethane 375 44.5 Current Growth Projects Boardwalk Pipelines regularly reviews opportunities to expand its existing facilities and footprint to meet growing demand for transportation and storage services. The recent growth of liquefied natural gas (“LNG”) export and power generation demand has led to the announcement of additional growth projects for Boardwalk Pipelines. Through the date of this filing, Boardwalk Pipelines has growth projects for which it has executed precedent or long-term firm transportation agreements that are expected to increase capacity on its pipeline systems by an aggregate of 4.2 Bcf/d and its storage working gas capacity by 10 Bcf at an expected aggregate cost of approximately $3.3 billion and are scheduled to be completed through 2030. As of December 31, 2025 , Boardwalk Pipelines has spent $135 million on these growth projects. These projects remain contingent upon, among other things, the receipt of required regulatory approvals and permits and are subject to construction risk. These projects have lengthy planning and construction periods and, as a result, will not contribute to Boardwalk Pipelines’ earnings and cash flows until they receive the required regulatory approvals and permits and are constructed and placed into service over the next several years. Boardwalk Pipelines’ cost and timing estimates for these projects are based on a variety of inputs such as contractor indicative bids, quotes on materials and internally-developed financial models, metrics and timelines and are subject to a variety of risks and uncertainties, including obtaining timely regulatory and permit approvals and the cost thereof, adverse weather conditions during construction, its ability to acquire and the cost of obtaining rights to construct and operate on land not owned by Boardwalk Pipelines, delays in obtaining and shortages and price increases for key materials (including pipe, compressor facilities and related equipment), tariff implications and shortages and increased costs of qualified labor. Factors in the estimates include, among other things, those related to pipeline costs based on mileage, size and type of pipe, materials, including compressors and related equipment, land, engineering and construction costs and timely receipt of all necessary permits and approvals. Actual costs and timing of in-service dates for Boardwalk Pipelines’ growth projects may differ, perhaps materially, from its estimates. In addition, failure to timely meet development milestones may result in, among other things, contractual counterparties having the ability to terminate contracts with Boardwalk Pipelines. Refer to Item 1A. Risk Factors of this Report for additional risks associated with Boardwalk Pipelines’ growth projects and the related financing. 11 Table of Contents Boardwalk Pipelines’ more significant growth projects are listed and described below: Expected in-service date Expected incremental capacity added to system (Bcf/d) Eunice - Iowa (a) Third quarter 2026 0.1 Carnation Project (b) Fourth quarter 2027 0.2 Northeast Texas Power Plant Project (c) Fourth quarter 2027 0.3 Kosciusko Junction project (Kosci project) (c) First half 2028 1.2 Ohio Power Plant Project (c) First half 2028 0.3 Southeast Compression for Utility Reliability Expansion project (SECURE project) (c) First half 2028 0.3 Parks Line Upgrade and Sorrento Station Project (PLUSS project) (d) First half 2028 0.2 Texas Gateway Project (e) Second half 2029 1.5 Petal Gas Storage Expansion (f) Second half 2030 (f) (a) This project has received approval from FERC and is in construction. (b) This project remains subject to FERC approval and receipt of environmental permits and authorizations. (c) These projects remain subject to FERC approval, acquisition of land rights, and receipt of environmental permits and authorizations. (d) This project received FERC approval in December 2025 and is expected to start construction in the first half of 2026. (e) This project remains subject to FERC approval, acquisition of land rights, receipt of environmental permits and authorizations and other conditions precedent. (f) This project remains subject to FERC approval and is expected to add 10 Bcf of storage working gas capacity. The Eunice – Iowa project is expected to increase the capacity of Boardwalk Pipelines’ pipeline system by the addition of compression facilities to the Lake Charles, Louisiana area and is supported by precedent and long-term firm transportation agreements to serve industrial and power markets. The Carnation Project is expected to increase the capacity of Boardwalk Pipelines’ pipeline system in Hamilton County, Ohio, through the installation of a compressor unit and auxiliary equipment. This project is supported by a precedent agreement with an LDC and is expected to support regional energy needs. The Northeast Texas Power Plant Project is expected to increase the delivery capacity of Boardwalk Pipelines’ pipeline system in Northeast Texas, through the construction of 16 miles of natural gas pipeline and a delivery meter connected to a power plant. The project is supported by a precedent agreement with a utility customer. The Kosci project is expected to increase the capacity of Boardwalk Pipelines’ pipeline system through the addition of compression facilities, the installation of 110 miles of natural gas pipeline, and other system modifications. The capacity for this project is supported by precedent agreements with utility customers. This project is designed to connect supply from the Haynesville, Utica/Marcellus, and Fayetteville basins to markets in the southeast U.S. that are either tied into Boardwalk Pipelines’ existing pipeline systems or will be served through third-party pipeline interconnects. The Ohio Power Plant Project is expected to increase the delivery capacity of Boardwalk Pipelines’ pipeline system in Hamilton County, Ohio, through the construction of seven miles of natural gas pipeline and a delivery meter connected to a power plant. The project is supported by a precedent agreement with a utility customer. Boardwalk Pipelines executed two precedent agreements for the SECURE project, which is expected to provide additional transportation from west to east across its pipeline systems. This project is expected to increase the peak-day transmission capacity by increasing the horsepower at three existing compressor stations and constructing a new compressor station. This project supports growing energy demand and power generation needs. 12 Table of Contents The PLUSS project is supported by precedent agreements to serve industrial and power markets in the Mississippi River corridor. As part of the project, Boardwalk Pipelines intends to add compression facilities, modify its pipelines and perform other system modifications on its pipeline systems. The Texas Gateway Project is expected to increase the capacity of Boardwalk Pipelines’ pipeline system through the construction of approximately 155 miles of natural gas pipeline and the addition of compression facilities. This project is designed to connect supply from the Katy and Carthage, Texas, hubs for delivery to growing demand in Southwest Louisiana near Gillis and increase liquidity, supply security and flow assurance for LNG exporters, electric utilities, industrial users and natural gas producers. The Petal Gas Storage Expansion project is supported by precedent agreements and is expected to increase the working gas storage capacity of Boardwalk Pipelines’ Petal storage field by drilling and constructing a new natural gas storage cavern in Forrest County, Mississippi. In addition to growth projects for which Boardwalk Pipelines has executed precedent agreements, it regularly considers other potential growth projects at earlier stages of development, and is currently evaluating additional growth projects involving substantial capital commitments. Boardwalk Pipelines may from time to time make public disclosures regarding these potential projects, for instance, through announcements of open seasons for potential future capacity. In addition to the risks, uncertainties and contingencies described above regarding the growth projects for which Boardwalk Pipelines has executed precedent agreements, these potential growth projects at earlier stages of development are subject to a variety of additional risks and uncertainties as Boardwalk Pipelines has not reached final investment decisions or secured executed precedent agreements for them. Therefore, these potential growth projects at earlier stages of development may not be consummated as contemplated in any such public disclosures or at all. Refer to Subsidiaries portion of the Liquidity and Capital Resources section of MD&A in Item 7 for further discussion of capital expenditures and financing. Customers: Boardwalk Pipelines serves a broad mix of customers, including end-use customers, such as electric power generators, local distribution companies, industrial and petrochemical users and exporters of LNG. Boardwalk Pipelines also contracts with other customers, including producers and marketers of natural gas and interstate and intrastate pipelines, who, in turn, provide transportation and storage services for end-users. These customers are located throughout the Gulf Coast, Midwest and Northeast regions of the U.S. Boardwalk Pipelines’ natural gas delivery markets continue to diversify, with increased deliveries to end-use customers, whereas, historically its natural gas delivery markets were primarily to other pipelines who then delivered to end-use customers. Governmental Regulation: The FERC regulates Boardwalk Pipelines’ interstate natural gas transmission operating subsidiaries under the Natural Gas Act of 1938 (“NGA”) and the Natural Gas Policy Act of 1978 (“NGPA”). The FERC regulates, among other things, the rates and charges for the transportation and storage of natural gas in interstate commerce and the construction, extension, enlargement or abandonment of facilities under its jurisdiction. Where required, Boardwalk Pipelines’ natural gas pipeline subsidiaries hold certificates of public convenience and necessity issued by the FERC covering certain of their facilities, activities and services. The maximum applicable rates that Boardwalk Pipelines’ FERC-regulated subsidiaries may charge for all aspects of the natural gas transportation services they provide, are established through the FERC’s cost-based rate-making process; however, the FERC also allows for discounted or negotiated rates as an alternative to cost-based rates. Key determinants in the FERC’s cost-based rate-making process are the costs of providing service, the volumes of gas being transported, the rate design, the allocation of costs between services, the capital structure and the rate of return a pipeline is permitted to earn. The maximum applicable rates that Boardwalk Pipelines may charge for storage services on Texas Gas, except for services associated with a portion of the working gas capacity on that system, are also established through the FERC’s cost-based rate-making process. The FERC has authorized Boardwalk Pipelines to charge market-based rates for its firm and interruptible storage services for the majority of its other natural gas storage facilities. None of Boardwalk Pipelines’ FERC-regulated entities currently have an obligation to file a new rate case. Some of Boardwalk Pipelines’ other subsidiaries transport natural gas in intrastate commerce under the rules and regulations established by the Texas Railroad Commission and in interstate commerce that is subject to FERC jurisdiction under Section 311 of the NGPA. The maximum rates for services are established under Section 311 of the NGPA and are generally subject to review every five years by the FERC. The rates and terms of service on Boardwalk Pipelines’ interstate ethane transportation pipeline are also subject to regulation by the FERC under, among other statutes, the Interstate Commerce Act (“ICA”) and the Energy Policy Act of 1992. 13 Table of Contents Over time, the FERC may change, amend or announce that it will undertake a review of its existing policies. There were no major policy changes announced by the FERC during 2025 that materially impacted Boardwalk Pipelines. The FERC has authority to impose civil penalties for violations of the NGA and NGPA, and the implementing regulations thereunder, up to a maximum amount that is adjusted annually for inflation, which for 2026 is approximately $1.5 million per day per violation. Should Boardwalk Pipelines fail to comply with applicable statutes, rules, regulations and orders administered by the FERC, it could be subject to substantial penalties and fines, in addition to reputational damage. The Surface Transportation Board (“STB”) regulates the rates Boardwalk Pipelines charges for interstate service on its ethylene pipeline systems. The Louisiana Public Service Commission (“LPSC”) regulates the rates Boardwalk Pipelines charges for intrastate service within the state of Louisiana on its petrochemical and NGLs pipelines. The STB and LPSC require that Boardwalk Pipelines’ transportation rates are reasonable and that its practices cannot unreasonably discriminate among its shippers. Boardwalk Pipelines is also regulated by the U.S. Department of Transportation (“DOT”) through the Pipeline and Hazardous Materials Safety Administration (“PHMSA”) under the Natural Gas Pipeline Safety Act of 1968, as amended (“NGPSA”) and the Hazardous Liquids Pipeline Safety Act of 1979, as amended (“HLPSA”). The NGPSA and HLPSA govern the design, installation, testing, construction, operation, replacement and management of interstate natural gas and NGLs pipeline facilities. Boardwalk Pipelines has authority from PHMSA to operate certain natural gas pipeline assets under issued permits with specific conditions that allow it to operate those pipeline assets at higher than normal operating pressures of up to 0.80 of the pipeline’s Specified Minimum Yield Strength (“SMYS”). Operating at these pressures allows these pipelines to transport all the existing natural gas volumes Boardwalk Pipelines has contracted for on those facilities with its customers. PHMSA retains discretion whether to grant or maintain authority for Boardwalk Pipelines to operate its natural gas pipeline assets at higher pressures and, in the event that PHMSA should elect not to allow Boardwalk Pipelines to operate at these higher pressures, it could affect its ability to transport all of its contracted quantities of natural gas on these pipeline assets, and Boardwalk Pipelines could incur significant additional costs to reinstate this authority or to develop alternate ways to meet its contractual obligations. PHMSA’s regulations also require transportation pipeline operators to implement integrity management programs to comprehensively evaluate certain high-risk areas, known as high consequence areas (“HCAs”) and moderate consequence areas (“MCAs”), along pipelines and take additional safety measures to protect people and property in these areas. The HCAs for natural gas pipelines are predicated on high-population density areas (which, for natural gas transmission lines, include Class 3 and 4 areas and, depending on the potential impacts of a risk event , may include Class 1 and 2 areas) whereas HCAs along Boardwalk Pipelines’ NGLs pipelines are based on high-population density areas, areas near certain drinking water sources and unusually sensitive ecological areas. Legislation has resulted in more stringent mandates for pipeline safety and has charged PHMSA with developing and adopting regulations that impose increased pipeline safety requirements on pipeline operators. In particular, the NGPSA and HLPSA were amended by the Pipeline Safety, Regulatory Certainty, and Job Creation Act of 2011 (“2011 Act”), the Protecting Our Infrastructure of Pipelines and Enhancing Safety Act of 2016 (“2016 Act”) and, most recently, the Protecting Our Infrastructure of Pipelines and Enhancing Safety Act of 2020 (“2020 Act”), each of which imposed increased pipeline safety obligations on pipeline operators. The 2011 Act increased the penalties for safety violations, established additional safety requirements for newly constructed pipelines and required studies of safety issues that could result in the adoption of new regulatory requirements by PHMSA for existing pipelines. The 2016 Act, among other things, required PHMSA to complete its outstanding mandates under the 2011 Act and develop new safety standards for natural gas storage facilities. The 2020 Act reauthorized PHMSA through fiscal year 2023 and directed the agency to move forward with several regulatory initiatives, including obligating operators of non-rural gas gathering lines and new and existing transmission and distribution pipeline facilities to conduct certain leak detection and repair programs and to require facility inspection and maintenance plans to align with those requirements. As a result of the 2011 Act, the 2016 Act and the 2020 Act, PHMSA has issued a series of significant rulemakings for onshore gas transmission pipelines (e.g., relating to maximum allowable operating pressure (“MAOP”) reconfirmation and exceedance reporting, the integrity assessment of additional pipeline mileage and the consideration of seismicity as a risk factor in integrity management), and hazardous liquid transmission and gathering pipelines (e.g., expanding the reach of certain of PHMSA’s integrity management requirements, requiring the accommodation of in-line inspection tools by 2039 for certain pipelines, increasing annual, accident and safety-related conditional reporting requirements, and expanding the use of leak detection systems beyond HCAs). PHMSA also regulates the minimum safety requirements applicable to natural gas storage facilities, including wells, wellbore tubing and casing. In August 2022, PHMSA published a final rule that attempted to expand the Management of Change process, corrosion control requirements for gas transmission pipelines, requirements that operators ensure no conditions exist following an extreme weather event that could adversely affect the safe operation of the pipeline and repair criteria for non-HCAs. Five safety standards included in that rule were challenged by industry trade groups, and in August 2024, the U.S. Court of Appeals for the D.C. Circuit struck down four of the five 14 Table of Contents challenged safety standards. These and any future regulations adopted by PHMSA have imposed and may impose more stringent requirements applicable to integrity management programs and other pipeline safety aspects of Boardwalk Pipelines operations, which could cause it to incur increased capital and operating costs and operational delays. The Department of Homeland Security’s Transportation Safety Administration (“TSA”) has issued a series of security directives between 2022 and 2025 applicable to major pipeline owners and operators intended to strengthen the industry’s overall cybersecurity posture in light of the evolving threat landscape and its potential impacts to U.S. critical infrastructure. The security directives require, among other things, that pipeline owners and operators designate a cybersecurity coordinator, establish and implement a Cybersecurity Implementation Plan; develop, maintain and test no less than annually through tabletop exercises a Cybersecurity Incident Response Plan; and establish a Cybersecurity Assessment Plan (“CAP”) including a schedule for assessing and auditing the CAP. The directives also contain requirements for reporting cybersecurity incidents and the results of certain assessments and audits. Boardwalk Pipelines has implemented tools, policies and practices designed to comply with the security directives. Other regulators, such as PHMSA and the Securities and Exchange Commission (“SEC”), have also established requirements for reporting certain cybersecurity incidents. Boardwalk Pipelines’ operations are also subject to extensive federal, state, and local laws and regulations relating to the protection of the environment and occupational health and safety. Such laws and regulations impose, among other things, restrictions, liabilities and obligations in connection with the generation, handling, use, storage, transportation, treatment and disposal of various substances including hazardous substances and waste and in connection with spills, releases, discharges and emissions of various substances into the environment. Environmental regulations also require that Boardwalk Pipelines’ facilities, sites and other properties be operated, maintained, abandoned and reclaimed to the satisfaction of applicable regulatory authorities. Occupational health and safety regulations establish standards protective of workers, both generally and within the pipeline industry. Many state and local governments where Boardwalk Pipelines operates also have, or are developing, similar environmental or occupational health and safety legal requirements governing many of the same types of activities, and those requirements can be more stringent than those adopted under federal laws and regulations. Failure to comply with these federal, state and local laws and regulations may result in the assessment of administrative, civil and criminal penalties, the imposition of corrective or remedial obligations, the incurrence of capital expenditures, the occurrence of delays, denials or cancellations in permitting or the development or expansion of projects and the issuance of orders enjoining performance of some or all of Boardwalk Pipelines’ operations in the affected areas. While the Biden Administration attempted to pursue additional actions to bolster environmental regulations, the Trump Administration has revised or rescinded many of these changes. For example, in January 2023, the White House’s Council on Environmental Quality (“CEQ”) released guidance to assist federal agencies in assessing the GHG emissions and climate change effects of their proposed actions under the National Environmental Policy Act (“NEPA”). In May 2024, the CEQ published a final rule revising the implementing regulations of the procedural provisions of NEPA and implementing amendments to NEPA included in the Fiscal Responsibility Act of 2023. However, in November 2024, the U.S. Court of Appeals for the D.C. Circuit held that the CEQ lacks authority to issue NEPA regulations, and pursuant to an energy-related Executive Order signed by President Trump in January 2025, in February 2025, the CEQ published an interim final rule rescinding its regulations implementing NEPA. Many federal agencies have updated or begun the process of preparing their own new or updated NEPA-implementing rules and procedures. In May 2025, the CEQ withdrew its interim guidance on considering GHG emissions and climate change under NEPA. In September 2025, the CEQ issued updated guidance and an updated template for NEPA implementation procedures to provide clarity to federal agencies and promote consistency in NEPA implementation. Notwithstanding this, the impact of changes to NEPA regulations and procedures remains uncertain. While Boardwalk Pipelines cannot predict the full impact of these continued developments, any legal challenges to NEPA reviews performed in connection with its projects may result in further permitting and approval delays. For more information, see Item 1A. Risk Factors of this Report. Stricter environmental or worker safety laws, regulations or enforcement policies could significantly increase Boardwalk Pipelines’ operational or compliance costs and compliance with new or more stringent environmental legal requirements could delay or prohibit its ability to obtain permits for operations or require Boardwalk Pipelines to install additional pollution control equipment. For instance, the construction or expansion of pipelines often requires authorizations under the Clean Water Act, which authorizations may be subject to challenge. Boardwalk Pipelines relies on the U.S. Army Corps of Engineers (“the Corps”) Clean Water Act Section 404 Nationwide Permit (“NWP”) 12, alongside other NWPs, as blanket authority for construction, maintenance, repair and removal of pipelines. The NWP process relies upon the Clean Water Act Section 401 certification process. In September 2023, the Environmental Protection Agency (“EPA”) finalized its Clean Water Act Section 401 Water Quality Certification Improvement Rule, effective in November 2023, which expanded the scope of certification authority. In September 2023, several states challenged the final rule in federal court alleging that the rule exceeds the EPA’s statutory authority under the Clean Water Act, and the litigation has been held in abeyance pending the administration’s review of the rule and litigation. In January 2026, the EPA proposed a rule revising its regulations 15 Table of Contents governing Section 401 Water Quality Certifications. The proposed rule seeks to streamline the permitting process, restrict the ability of state and tribal certifying authorities to reject federal permits, and ensure such reviews are completed within the one-year statutory deadline. A final rule is expected in Spring 2026. However, opponents of the January 2026 proposed rule are pushing back on these efforts, including the EPA’s efforts to narrow the scope of state authority. If NWP 12, or the underlying Section 401 certification process, is further amended or revoked, Boardwalk Pipelines may be required to apply for one or more Individual Permits, which would require additional time and resources to obtain. Additionally, there continues to be uncertainty with respect to the federal government’s jurisdictional reach under the Clean Water Act over “waters of the United States” (“WOTUS”), including wetlands, as the EPA and the Corps have pursued multiple rulemakings under different administrations since 2015 in an attempt to determine the scope of such reach. In September 2023, the EPA issued a version of the WOTUS rule that, due to injunctions in certain states, is currently in effect in only 24 states. Thus, the operative definition of WOTUS varies by state. However, in November 2025, the EPA and the Corps proposed a rule to further update and narrow the September 2023 definition of WOTUS, guided by the Supreme Court’s decision in Sackett v. EPA (adopting the “continuous surface connection” test to determine if wetlands are WOTUS). To the extent any judicial ruling or administrative rulemaking or other action further changes the scope of the Clean Water Act’s jurisdiction, Boardwalk Pipelines could face increased costs to comply and experience delays with respect to obtaining permits. For more information, see Item 1A. Risk Factors of this Report. Historically, Boardwalk Pipelines’ environmental compliance costs have not had a material adverse effect on its business, but there can be no assurance that future compliance with existing requirements will not materially affect Boardwalk Pipelines, or that the current regulatory standards will not become more onerous in the future, resulting in more significant costs to maintain compliance and increased exposure to significant liabilities. Climate Change: Climate change continues to attract considerable public, governmental and scientific attention. As a result, numerous proposals have been made and are likely to continue to be made at the international, national, regional, state and local levels of government to monitor and limit emissions of GHGs. These efforts have included consideration of cap-and-trade programs, carbon taxes and GHG reporting and tracking programs, and regulations that directly limit GHG emissions from certain sources. Due to the nature of Boardwalk Pipelines’ business, its operations emit various types of GHGs. Boardwalk Pipelines seeks to carefully monitor its emissions and expects to incur additional costs to mitigate emissions. New legislation or regulations could increase the costs related to operating and maintaining its facilities. Depending on the particular law, regulation or program, Boardwalk Pipelines could be required to incur capital expenditures for installing new monitoring equipment or emission controls on its facilities, acquire and surrender allowances for GHG emissions, pay taxes or fees related to GHG emissions and/or administer and manage a more comprehensive GHG emissions program. While Boardwalk Pipelines may be able to include some or all of the increased costs in the rates charged by its pipelines, recovery of costs is not certain and would require the FERC’s approval of a rate mechanism designed to recover those costs. Boardwalk Pipelines recognizes that relative to certain other fossil fuels, natural gas has an important role in reducing GHG emissions and may act as a bridge to scaling up renewable energy or other alternative energy sources in the U.S. While Boardwalk Pipelines is seeking to reduce its GHG emissions, it cannot predict all risks that may be associated with climate change or other sustainability matters. For more information, see Boardwalk Pipelines’ risk factor titled “ Boardwalk Pipelines’ operations, and those of Boardwalk Pipelines’ customers, are subject to a series of risks regarding climate change” under Item 1A. Properties: Boardwalk Pipelines is headquartered in leased office space located in Houston, Texas. Boardwalk Pipelines also leases office space in Owensboro, Kentucky. Boardwalk Pipelines’ operating subsidiaries own their respective pipeline systems in fee. However, substantial portions of these systems are constructed and maintained on property owned by others pursuant to rights-of-way, easements, permits, licenses or consents. 16 Table of Contents LOEWS HOTELS HOLDING CORPORATION Loews Hotels Holding Corporation (together with its subsidiaries, “Loews Hotels & Co”) operates a chain of 27 hotels. Eleven of these hotels are owned by Loews Hotels & Co, fifteen are owned by joint ventures in which Loews Hotels & Co has noncontrolling equity interests and one is managed for an unaffiliated owner. Loews Hotels & Co’s earnings are derived from the operation of its owned hotels, its share of earnings in joint venture hotels and hotel management fees earned from its joint venture and managed hotels. Loews Hotels & Co accounted for 5.1% , 5.3% and 5.4% of our consolidated total revenue for the years ended December 31, 2025, 2024 and 2023. The hotels are described below. Number of Name and Location Rooms Owned: Live! by Loews, Arlington, Texas 300 Loews Arlington Hotel and Convention Center, Arlington, Texas 888 Loews Chicago Hotel, Chicago, Illinois 400 Loews Chicago O’Hare Hotel, Chicago, Illinois 556 Loews Coronado Bay Resort, Coronado, California 440 Loews Kansas City Hotel, Kansas City, Missouri 800 Loews Miami Beach Hotel, Miami Beach, Florida 790 Loews Philadelphia Hotel, Philadelphia, Pennsylvania 581 Loews Regency New York Hotel, New York, New York 379 Loews Nashville Hotel at Vanderbilt Plaza, Nashville, Tennessee 339 Loews Ventana Canyon Resort, Tucson, Arizona 398 Joint Venture: Hard Rock Hotel at Universal Orlando, Orlando, Florida 650 Live! by Loews, St. Louis, Missouri 216 Loews Atlanta Hotel, Atlanta, Georgia 414 Loews Coral Gables Hotel, Coral Gables, Florida 242 Loews Hollywood Hotel, Hollywood, California 628 Loews Portofino Bay Hotel at Universal Orlando, Orlando, Florida 750 Loews Royal Pacific Resort at Universal Orlando, Orlando, Florida 1,000 Loews Sapphire Falls Resort at Universal Orlando, Orlando, Florida 1,000 Universal Aventura Hotel, Orlando, Florida 600 Universal Cabana Bay Beach Resort, Orlando, Florida 2,200 Universal Endless Summer Resort – Dockside Inn and Suites, Orlando, Florida 2,050 Universal Endless Summer Resort – Surfside Inn and Suites, Orlando, Florida 750 Universal Helios Grand Hotel, a Loews Hotel, Orlando, Florida 500 Universal Stella Nova Resort, Orlando, Florida 750 Universal Terra Luna Resort, Orlando, Florida 750 Managed: Loews New Orleans Hotel, New Orleans, Louisiana 285 Note: Five owned hotels and eleven joint venture hotels are subject to land leases. 17 Table of Contents Recent Developments and Growth Projects: • In 2025, the management agreement ended for Bisha Hotel and Residences located in Toronto, Canada; • In 2025, Live! by Loews, Arlington and the Loews Ventana Canyon Resort became wholly owned hotel properties, as Loews Hotels & Co acquired the remaining noncontrolling interests in these properties; • In 2025, Universal Stella Nova Resort, a 750 guestroom hotel, Universal Terra Luna Resort, a 750 guestroom hotel, and Universal Helios Grand Hotel, a Loews Hotel, a 500 guestroom hotel, opened at Universal Orlando. As with Loews Hotels & Co’s other properties at Universal Orlando, Loews Hotels & Co serves as manager and has a noncontrolling joint venture equity interest in these hotels; and • In 2026, Loews Hotels & Co expects to begin the replacement of the existing Arlington Sheraton Hotel with the Americana by Loews Hotels in Arlington, Texas. Loews Hotels & Co wholly owns the Arlington Sheraton Hotel but did not manage the hotel as Loews Hotels & Co leased the hotel to an unrelated third party. The new hotel, which Loews Hotels & Co will wholly own and manage, is expected to be completed in 2029, and is planned to be an approximately 500 guestroom hotel with more than 83,000 square feet of total indoor and outdoor function space. Properties: Loews Hotels & Co’s principal executive offices are based in New York City, New York and it has a shared service center outside of Nashville, Tennessee. Loews Hotels & Co leases the office space in both of these locations. ALTIUM PACKAGING LLC Altium Packaging is a packaging solutions provider and manufacturer in North America. The business specializes in customized mid- and short-run packaging solutions, serving a diverse customer base in the pharmaceutical, dairy, household chemicals, food/nutraceuticals, industrial/specialty chemicals, water and beverage/juice industries. Altium Packaging develops, manufactures and markets a wide range of extrusion blow-molded and injection molded plastic containers. In addition, Altium Packaging manufactures commodity and differentiated plastic resins from recycled plastic materials. Altium Packaging sells its products throughout North America and its customers include a diverse customer base of many nationally recognized branded food, beverage, consumer products and pharmaceutical companies. HUMAN CAPITAL Including our consolidated subsidiaries, we employed approximately 13,100 persons at December 31, 2025. CNA employed approximately 6,600 persons. Boardwalk Pipelines employed approximately 1,300 persons, approximately 100 of whom were covered under collective bargaining agreements. Loews Hotels & Co employed approximately 5,100 persons, approximately 860 of whom were covered under collective bargaining agreements. We and our consolidated subsidiaries believe we have satisfactory labor relations. Separately, unconsolidated entities employ approximately 6,700 persons at properties managed by Loews Hotels & Co and approximately 4,000 persons at Altium Packaging. We and our subsidiaries understand that seeking to hire qualified people and cultivate an engaging workplace is critical to our businesses’ long-term strategic success. Each of us has programs in place that are designed to help employees build their knowledge, skills and experience, as well as to guide their career development. We believe that by employing individuals with different backgrounds and experiences, we can better meet the diverse needs of our stakeholders. We and our subsidiaries offer compensation and benefits packages that we believe are appropriate to each of our businesses. These packages may include 401k and other retirement plans, healthcare and insurance benefits, health savings and flexible spending accounts, paid time off and family assistance programs, including paid family leave. We and CNA also offer stock-based compensation to certain management and other senior personnel as a way to align their interests with shareholders and attract and retain key talent. 18 Table of Contents INFORMATION ABOUT OUR EXECUTIVE OFFICERS First Became Name Position and Offices Held Age Executive Officer Marc A. Alpert Senior Vice President, General Counsel and Secretary 63 2016 David E. Czerniecki Senior Vice President and Chief Investment Officer 61 2025 Kenneth I. Siegel Senior Vice President 69 2009 Alexander H. Tisch Vice President, Loews Corporation; President and Chief Executive Officer, Loews Hotels & Co 47 2023 Benjamin J. Tisch President and Chief Executive Officer 43 2022 Jane J. Wang Senior Vice President and Chief Financial Officer 44 2022 Both Marc A. Alpert and Kenneth I. Siegel have served in their current roles at Loews Corporation for at least the past five years. Prior to assuming his current role in September of 2025, Mr. Czerniecki served as Chief Investment Officer of Nassau Financial Group for more than five years. Alexander H. Tisch has served as Vice President, Loews Corporation, since 2014. He has also served as President of Loews Hotels & Co from September 2020 until December 2022, and in his current role at Loews Hotels & Co since January 2023. Benjamin J. Tisch served as a Vice President of Loews Corporation from 2014 until May 2022, as Senior Vice President, Corporate Development and Strategy of Loews Corporation from May 2022 until December 2024 and in his current role since January 2025. Jane J. Wang served as a Vice President of Loews Corporation from 2014 until assuming her current role in May 2022. Benjamin J. Tisch is the son of James S. Tisch, Chairman of our Board, and the cousin of Alexander H. Tisch. Alexander H. Tisch is the nephew of James S. Tisch. None of our other executive officers or directors are related to any other. However, Andrew H. Tisch, a former director and current director emeritus, is the father of Alexander H. Tisch and the brother of James S. Tisch, and Jonathan M. Tisch, a former director and current director emeritus, is the cousin of Andrew H. Tisch and James S. Tisch. Officers are elected annually and hold office until their successors are elected and qualified, and are subject to removal by the Board of Directors. AVAILABLE INFORMATION Our website address is www.loews.com. We make available, free of charge, through our website our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports, filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after these reports are electronically filed with or furnished to the SEC. Copies of our Code of Business Conduct and Ethics, Corporate Governance Guidelines, Audit Committee charter, Compensation Committee charter and Nominating and Governance Committee charter are also available on our website. Information on or accessible through our website is not incorporated by reference into this Report. This Annual Report on Form 10-K and our other SEC filings are also accessible through the SEC’s website at www.sec.gov. Item 1A. Risk Factors. Our business and the businesses of our subsidiaries face many risks and uncertainties. These risks and uncertainties could lead to events or circumstances that have a material adverse effect on our business, results of operations, cash flows, financial condition and/or equity and/or the business, results of operations, cash flows, financial condition, and/or equity of one or more of our subsidiaries. We have described below the material risks facing us and our subsidiaries. There may be 19 Table of Contents additional risks that we do not yet know of or that we do not currently perceive to be material that may also materially adversely impact our business or the businesses of one or more of our subsidiaries. You should carefully consider and evaluate all of the information included in this Report and any subsequent reports we may file with the SEC and the information we make available to the public before investing in any securities issued by us. Our subsidiaries, CNA Financial Corporation and Boardwalk Pipeline Partners, LP, also file reports with the SEC. You are also cautioned to carefully review and consider the information contained in the reports filed by those subsidiaries with the SEC and the information they make available to the public before investing in any of their securities. Risks Related to Us and Our Subsidiary, CNA If CNA determines that its recorded insurance reserves are insufficient to cover its estimated ultimate unpaid liability for claim and claim adjustment expenses, CNA may need to increase its insurance reserves which would result in a charge to CNA’s earnings. CNA maintains insurance reserves to cover its estimated ultimate unpaid liability for claim and claim adjustment expenses, including the estimated cost of the claims adjudication process, for reported and unreported claims. Insurance reserves are not an exact calculation of liability but instead are complex management estimates developed utilizing a variety of actuarial reserve estimation techniques as of a given reporting date. The reserve estimation process involves a high degree of judgment and variability and is subject to a number of factors which are highly uncertain. These factors can be affected by both changes in internal processes and external events. Key variables include frequency of claims, claim severity, mortality, morbidity, discount rates, economic, social and medical inflation, claim handling policies and procedures, case reserving approach, underwriting and pricing policies, changes in the legal and regulatory environment and the lag time between the occurrence of an insured event and the time of its ultimate settlement. Mortality is the relative incidence of death. Morbidity is the frequency and severity of injury, illness, sickness and diseases contracted. There is generally a higher degree of variability in estimating required reserves for long-tail coverages, such as long-term care, workers’ compensation, general liability and professional liability, as they require a relatively longer period of time for claims to be reported and settled. The impact of changes in economic and social inflation, and medical costs are also more pronounced for long-tail coverages due to the longer settlement period. Certain risks and uncertainties associated with CNA’s insurance reserves are outlined in the Insurance Reserves and Critical Accounting Estimates sections of MD&A in Item 7. CNA is subject to the uncertain effects of emerging and potential claims and coverage issues that arise as industry practices and legal, judicial, social, economic, geopolitical and other environmental conditions change. The impact of social inflation continues to be significant, and the trajectory of its future impact remains uncertain. In addition, passage of reviver statutes that extend, or eliminate, the statute of limitations for the reporting of claims, including statutes passed in certain states with respect to sexual molestation and sexual abuse, increase the uncertainty of the frequency of claims, and the impact of social inflation has, and may continue to, increase the severity of these claims. Further, broader economic and geopolitical conditions, including the imposition of significant tariffs by the U.S., as well as any related retaliatory tariffs, may result in considerable increases in certain costs that would increase loss costs. These issues have had, and may continue to have, a negative effect on CNA’s business, results of operations and financial condition by either extending coverage beyond the original underwriting intent or by increasing the number or size of claims, resulting in further increases in CNA’s reserves. The effects of unforeseen emerging or potential claim and coverage issues are extremely difficult to predict and may be material. In light of the many uncertainties associated with establishing the estimates and making the judgments necessary to establish reserve levels, CNA continually reviews and changes its reserve estimates in a regular and ongoing process as experience develops from the actual reporting and settlement of claims and as the legal, regulatory and economic environment evolves. When CNA’s recorded reserves are insufficient for any reason, the required increase in reserves is recorded as a charge against its earnings in the period in which reserves are determined to be insufficient. These charges have been and in the future could be substantial. CNA’s actual experience could vary from the key assumptions used to determine future policy benefit reserves for long-term care policies. CNA’s future policy benefit reserves for long-term care policies are based on CNA’s best estimate actuarial assumptions, which are assessed quarterly and updated at least annually. Key actuarial assumptions include morbidity, persistency, premium rate actions and expenses. The adequacy of the reserves is contingent upon actual experience and CNA’s future expectations related to these key assumptions. If actual or expected future experience differs from these assumptions, the reserves may not be adequate, requiring CNA to increase reserves. The required increase in reserves is recorded as a charge 20 Table of Contents against its earnings in the period in which reserves are determined to be insufficient. These charges have been and in the future could be substantial. The reserves are discounted using upper-medium grade fixed income instrument yields as of each reporting date. Discount rates are subject to interest rate and market volatility. See the Life & Group Policyholder Reserves portion of the Insurance Reserves section of MD&A in Item 7 for more information. Morbidity and persistency experience can be volatile and may be negatively affected by many factors including policyholder behavior, judicial decisions regarding policy terms, socioeconomic factors, cost of care inflation, changes in health trends and advances in medical care. A prolonged period during which investment returns remain at low levels could result in shortfalls in investment income on assets supporting CNA’s obligations under long-term care policies. This risk may be more significant for CNA’s long-term care products when the long potential duration of the policy obligations exceeds the duration of the supporting investment assets. In addition, CNA may not receive regulatory approval for the level of premium rate increases it requests. Any adverse deviation between the level of premium rate actions approved and the level included in CNA’s reserving assumptions may require an increase to its reserves. Further, and as noted in the previous risk factor, the increasingly adverse impact of social inflation, particularly with respect to legal activity and judicial decisions, may impact CNA’s long-term care portfolio and reserves. CNA is vulnerable to material losses from natural and man-made disasters. Catastrophe losses are an inevitable part of CNA’s business. Various events can cause catastrophe losses. These events can be natural or man-made, and may include hurricanes, tornadoes, windstorms, earthquakes, hail, severe winter weather, droughts, fires, floods, riots, strikes, civil unrest, cyber-attacks, pandemics and acts of terrorism. The frequency and severity of these catastrophe events are inherently unpredictable. Exposure to cyber risk is increasing systematically due to greater digital dependence, which increases the potential for, and the potential losses due to, a catastrophic cyber event. Catastrophic cyber-attack scenarios are not bound by time or geographic limitations and cyber-related catastrophic perils do not have well-established definitions or fundamental physical properties. In addition, longer-term natural catastrophe trends may be changing and new types of, and heightened, catastrophe losses may be developing due to climate change, its associated extreme weather events linked to rising temperatures and its effects on global weather patterns, greenhouse gases, sea, land and air temperatures, sea levels, rain, drought, hail and snow. Climate studies by government agencies, academic institutions, catastrophe modeling organizations and other groups indicate that climate change may be altering the frequency and/or severity of catastrophic weather events, such as hurricanes, tornadoes, windstorms, earthquakes, hail, severe winter weather, droughts, fires and floods. The extent of CNA’s losses from catastrophes is a function of the total amount of its insured exposures in the affected areas, the frequency and severity of the events themselves, the level of CNA’s reinsurance coverage, reinsurance reinstatement premiums and state residual market assessments, if any. It can take a long time for the ultimate cost of any catastrophe losses to CNA to be finally determined, as a multitude of factors contribute to such costs, including evaluation of general liability and pollution exposures, infrastructure disruption, business interruption and reinsurance collectability. Further, significant catastrophic events or a series of catastrophic events have the potential to impose financial stress on the reinsurance industry, which could impact CNA’s ability to collect amounts owed to CNA by reinsurers, thereby resulting in higher net incurred losses. Reinsurance coverage for “unconventional” terrorism events (such as nuclear, biological, chemical or radiological attacks) is provided only in limited circumstances. CNA’s principal reinsurance protection against these large-scale terrorist attacks is the coverage currently provided through the Terrorism Risk Insurance Program Reauthorization Act of 2019 (“TRIPRA”) through December 31, 2027. However, such coverage is subject to a mandatory deductible and other limitations. It is also possible that future legislation could change or eliminate the program, which could adversely affect CNA’s business by increasing its exposure to terrorism losses, or by lowering its business volume through efforts to avoid that exposure. For a further discussion of TRIPRA, see Part II, Item 7, MD&A - Catastrophes and Related Reinsurance. As a result of the items discussed above, catastrophe losses are particularly difficult to estimate, could cause CNA to exhaust its available reinsurance limits, could lead to large losses and could adversely affect the cost and availability of reinsurance. Accordingly, catastrophic events could have a material adverse effect on CNA’s business, results of operations, financial condition and liquidity. CNA has exposure related to A&EP claims, which could result in material losses. CNA’s property and casualty insurance subsidiaries have exposures related to A&EP claims. CNA’s experience has been that establishing claim and claim adjustment expense reserves for casualty coverages relating to A&EP claims is subject to uncertainties that are greater than those presented by more traditional property and casualty claims. Additionally, 21 Table of Contents traditional actuarial methods and techniques employed to estimate the ultimate cost of claims for more traditional property and casualty exposures are less precise in estimating claim and claim adjustment expense reserves for A&EP. As a result, estimating the ultimate cost of both reported and unreported A&EP claims is subject to a higher degree of variability. On August 31, 2010, CNA completed a retroactive reinsurance transaction under which substantially all of its legacy A&EP liabilities were ceded to National Indemnity Company (“NICO”), a subsidiary of Berkshire Hathaway Inc., subject to an aggregate limit of $4.0 billion (“loss portfolio transfer” or “LPT”). The cumulative amount ceded under the loss portfolio transfer as of December 31, 2025 was $3.9 billion. If the other parties to the loss portfolio transfer do not fully perform their obligations, net losses incurred on A&EP claims covered by the loss portfolio transfer exceed the aggregate limit of $4.0 billion or CNA determines it has exposures to A&EP claims not covered by the loss portfolio transfer, CNA may need to increase its recorded net reserves which would result in a charge against earnings. These charges could be substantial. Additionally, if the A&EP claims exceed the limit of the loss portfolio transfer, CNA will need to assess whether to purchase additional limit or to reassume claim handling responsibility for A&EP claims from an affiliate of NICO. Any additional reinsurance premium or future claim handling costs would also reduce CNA’s earnings. CNA is exposed to, and may face adverse developments related to, mass tort claims that could arise from, among other things, its insureds’ sale or use of potentially harmful products or substances, claims of sexual abuse and molestation against CNA’s insureds and changes to the social and legal environment, such as those related to abuse reviver statutes, issues related to altered interpretation of coverage and other new and emerging claim theories. CNA faces potential exposure to various types of existing, new and emerging mass tort claims including, those related to exposure to potentially harmful products or substances, such as glyphosate, lead paint, per- and polyfluoroalkyl substances (“PFAS”) and opioids; sexual abuse and molestation claims, claims arising from changes that expand the right to sue, remove limitations on recovery, extend the statutes of limitations or otherwise repeal or weaken tort reforms, such as those related to abuse reviver statutes; and claims related to new and emerging theories of liability, such as those related to global warming and climate change. Evolving judicial interpretations, increased participation by plaintiff’s lawyers in insurance claims, rising litigation activity, higher monetary verdicts, abusive litigation practices, the growth of third-party litigation financing and new legislation regarding the application of various tort theories and defenses, including application of various theories of joint and several liability, as well as the application of insurance coverage to these claims, give rise to new and potentially more severe claim activity. For example, CNA has recorded, and may continue to record, increases in its mass tort reserves, driven substantially by abuse reviver statutes that have resulted in increased claims. Similar and continuing mass tort claim activity, including activity based on changing judicial interpretations and recent and proposed legislation could have a material adverse effect on CNA’s business, results of operations and financial condition. CNA faces intense competition in its industry; it may be adversely affected by the cyclical nature of the property and casualty business and by the evolving landscape of its distribution network. All aspects of the insurance industry are highly competitive and CNA must continuously allocate resources to refine and improve its insurance products and services to remain competitive. CNA competes with a large number of stock and mutual insurance companies and other entities, some of which may be larger or have greater financial or other resources than CNA does, for both distributors and customers. This includes agents, brokers and managing general underwriters who may increasingly compete with CNA, including as a result of markets continuing to provide them with direct access to providers of capital seeking exposure to insurance risk. Insurers compete on the basis of many factors, including products, price, services, ratings and financial strength. The competitor landscape has evolved substantially in recent years, with significant consolidation and new market entrants, such as insuretech firms, resulting in increased pressures on CNA’s ability to remain competitive, particularly in obtaining pricing that is both attractive to CNA’s customer base and risk appropriate to CNA. In addition, the property and casualty market is cyclical and has experienced periods characterized by relatively high levels of price competition, resulting in less restrictive underwriting standards and relatively low premium rates, followed by periods of relatively lower levels of competition, more selective underwriting standards and relatively high premium rates. CNA may lose business to competitors offering competitive insurance products at lower prices. As a result, CNA’s premium levels and expense ratio could be materially adversely impacted. CNA markets its insurance products worldwide primarily through independent insurance agents, insurance brokers and managing general underwriters who also promote and distribute the products of CNA’s competitors, and in certain cases their own products. Any change in CNA’s relationships with its distribution network agents, brokers or managing general underwriters, including as a result of consolidation or their increased promotion and distribution of CNA’s competitors’ or their own products, could adversely affect CNA’s ability to sell its products. As a result, CNA’s business volume and results of operations could be materially adversely impacted. 22 Table of Contents CNA’s underwriting strategies currently rely on the effectiveness of reinsurance arrangements and CNA accordingly faces risks relating to reinsurance, including obtaining reinsurance at a cost or on terms and conditions it deems acceptable, reinsurance counterparty risk and ineffective reinsurance coverage. A primary reason CNA purchases reinsurance is to manage its exposure to risk, thereby facilitating its underwriting strategies in certain key areas. Under CNA’s ceded reinsurance arrangements, a reinsurer assumes a specified portion of its exposure in exchange for a specified portion of policy premiums. The availability and cost of the reinsurance protection CNA purchases, which affects the volatility and profitability of its business, as well as the level and types of risk CNA retains, is determined by many factors, including general economic conditions and conditions in the reinsurance market, such as the occurrence of significant reinsured events or unexpected adverse trends, including those associated with climate change. If CNA is unable to obtain sufficient reinsurance at a cost or on terms and conditions it deems acceptable, CNA’s risk exposure will not be mitigated to the degree desired or it may forego such increased risk, thereby adversely impacting its underwriting strategies. In addition, use of reinsurance exposes CNA to credit risk of the reinsurers, as the reinsurance arrangements do not relieve it of the liability to the customer. If a reinsurer is unable to meet its financial obligations under a reinsurance arrangement, CNA will remain obligated under the original policies issued to its customers. Furthermore, while CNA uses various risk management methods, including the use of reinsurance, to effectively manage risk, there is the possibility that one or more natural catastrophes and/or terrorism or other events could result in claims substantially exceeding expectations, thereby making the reinsurance strategy significantly less effective. Such reinsurance-related risks could have a material adverse effect on CNA’s business, results of operations and financial condition and adversely affect its underwriting strategies in certain lines of business. CNA may be adversely affected by technological changes or disruptions in the insurance marketplace. Technological changes in the way insurance transactions are completed in the marketplace, and CNA’s ability to react effectively to such change, may present significant competitive risks. For example, more insurers are utilizing or may begin utilizing “big data” analytics or artificial intelligence (“AI”) to make underwriting or other decisions that impact product design and pricing. If such utilization by CNA’s industry peers is more effective than how it uses its data and information, including through its own use of AI, CNA will be at a competitive disadvantage. There can be no assurance that CNA will continue to compete effectively with its industry peers due to technological changes; accordingly this may have a material adverse effect on CNA’s business, results of operations and financial condition. In addition, agents and brokers, technology companies or other third parties may create alternate distribution channels for commercial business that may adversely impact product differentiation and pricing. For example, they may create a digitally enabled distribution channel that may adversely impact CNA’s competitive position. CNA’s efforts or the efforts of agents and brokers with respect to new products or alternate distribution channels, as well as changes in the way agents and brokers utilize greater levels of data and technology, including AI, could adversely impact CNA’s business relationships with independent agents and brokers who currently market its products, resulting in a lower volume and/or profitability of business generated from these sources. Further, CNA’s business could be affected as its policyholders adopt AI technologies. Policyholder use of AI could introduce novel exposures that may result in new or increased claims. Widespread adoption of AI could fundamentally disrupt entire industries, which could impact the demand for certain products. CNA may incur significant realized and unrealized investment losses and volatility in net investment income arising from changes in the financial markets. CNA’s investment portfolio is exposed to various risks, such as interest rate, credit spread, issuer default, equity prices and foreign currency, which are unpredictable. Financial markets are highly sensitive to changes in economic conditions, monetary policies, tariff policies, tax policies, interest rates, domestic and international geopolitical issues and many other factors. Changes in financial markets, including fluctuations in interest rates, credit, equity prices and foreign currency prices, and many other factors beyond CNA’s control can adversely affect the value of its investments, the realization of investment income and the rate at which it discounts certain liabilities. CNA’s investment portfolio is also subject to increased valuation uncertainties when investment markets are illiquid. The valuation of investments is more subjective when markets are illiquid, thereby increasing the risk that the estimated fair value (i.e., the carrying amount) of the portion of CNA’s investment portfolio that is carried at fair value in the financial statements is not reflective of prices at which actual transactions could occur. CNA has significant holdings in fixed maturity investments that are sensitive to changes in interest rates. A decline in interest rates may reduce the returns earned on new fixed maturity investments, thereby reducing CNA’s net investment income, while an increase in interest rates may reduce the value of its existing fixed maturity investments, which could 23 Table of Contents increase CNA’s net unrealized losses or reduce its net unrealized gains included in Accumulated Other Comprehensive Income (“AOCI”). The value of CNA’s fixed maturity investments is also subject to risk that certain investments may default or become impaired due to deterioration in the financial condition of issuers of the investments CNA holds or in the underlying collateral of the security. In addition, CNA invests a portion of its assets in limited partnerships and common stock which are subject to greater market volatility than its fixed maturity investments. Limited partnership investments generally provide a lower level of liquidity than fixed maturity or equity investments, which may also limit CNA’s ability to withdraw funds from these investments. The timing and amount of income or losses on such investments is inherently variable and can contribute to volatility in reported earnings. Further, CNA holds a portfolio of commercial mortgage loans. CNA is subject to risk related to the recoverability of loan balances, which is influenced by declines in the estimated cash flows from underlying property leases, fair value of collateral, refinancing risk and the creditworthiness of tenants of the underlying properties, where lease payments directly service the loan. Any changes in actual or expected collections would result in a charge to earnings. As a result of these factors, CNA may not earn an adequate return on its investments, may be required to write down the value of its investments and may incur losses on the disposition of its investments, all of which could materially adversely affect CNA’s business, results of operations and financial condition. CNA uses analytical models to assist its decision making in key areas such as pricing, reserving, catastrophe risks and capital modeling and may be adversely affected if actual results differ materially from the model outputs and related analyses. CNA uses various modeling techniques and data analytics (e.g., scenarios, predictive, stochastic and forecasting) to analyze and estimate exposures, loss trends and other risks associated with its assets and liabilities. This includes both proprietary and third party modeled outputs and related analyses to assist CNA in decision-making related to underwriting, pricing, capital allocation, reserving, investing, reinsurance and catastrophe risk, among other things. CNA incorporates numerous assumptions and forecasts about the future level and variability of policyholder behavior, loss frequency and severity, interest rates, equity markets, inflation, capital requirements, and currency exchange rates, among others. The modeled outputs and related analyses from both proprietary models and third parties are subject to various assumptions, uncertainties, model design errors and the inherent limitations of any statistical analysis. Further, climate change may make modeled outcomes less certain or produce new, non-modeled risks. In addition, the effectiveness of any model can be degraded by operational risks, including the improper use of the model, input errors, data errors and human error. As a result, actual results may differ materially from CNA’s modeled results. CNA’s profitability and financial condition substantially depends on the extent to which its actual experience is consistent with the assumptions CNA uses in its models and ultimate model outputs. If, based upon these models or other factors, CNA misprices its products or fails to appropriately estimate the risks it is exposed to, its business, results of operations and financial condition may be materially adversely affected. Any significant interruption in the operation of CNA’s business functions, facilities or systems or its vendors’ facilities or systems could result in a materially adverse effect on its operations. CNA’s business is highly dependent upon its ability to perform, in an efficient and uninterrupted manner, through its employees or vendor relationships and using its and its vendors’ facilities and systems, necessary business functions, such as providing internet support and 24-hour call centers, processing new and renewal business, providing customer service, processing and paying claims and other obligations and issuing financial statements. CNA’s, or its vendors’, facilities and systems could become unavailable, inoperable, or otherwise impaired from a variety of causes, including natural events, such as hurricanes, tornadoes, windstorms, earthquakes, severe winter weather and fires, or other events, such as explosions, terrorist attacks, computer security breaches or cyber attacks, riots, hazardous material releases, medical epidemics or pandemics, utility outages, interruptions of data processing and storage systems or unavailability of communications facilities or systems. Likewise, CNA could experience a significant failure, interruption or corruption of one or more of its vendors’ information technology, telecommunications, or other systems for various reasons, including significant failures or interruptions that might occur as existing systems are replaced or upgraded. The shut-down or unavailability of one or more of CNA’s or its vendors’ systems or facilities for these or any other reasons could significantly impair CNA’s ability to perform critical business functions on a timely basis. 24 Table of Contents In addition, because CNA and its vendors’ information technology, telecommunications and other systems interface with and depend on third-party systems, CNA could experience service denials if demand for such service exceeds capacity or a third-party system fails or experiences an interruption. If sustained or repeated, such events could result in a deterioration of CNA’s ability to perform necessary business functions. The foregoing risks could expose CNA to monetary and reputational damages. Potential additional exposures relating to significant interruptions to CNA’s operations may include substantially increased compliance costs, as well as increased costs relating to investments in computer system and security-related upgrades, and such costs may not be recoverable under its relevant insurance coverage. CNA has made, and continues to make, investments to improve its security and infrastructure. If CNA’s business continuity plans or system security do not sufficiently address these risks, they could have a material adverse effect on CNA’s business, results of operations and financial condition. Any significant breach in CNA’s data security infrastructure or its vendors’ facilities or systems could disrupt business, cause financial losses and damage its reputation, and insurance coverage may not be available for claims related to a breach. A significant breach of CNA’s data security infrastructure may result from actions by its employees, vendors, third-party administrators, or unknown third parties or through cyber attacks. The risk of a breach can exist whether software services are in CNA’s or third party administered data centers or are cloud-based software services. The sophistication of cybersecurity threats continues to escalate, and the measures CNA takes to mitigate the risk of cyber incidents and to safeguard its systems and data may be insufficient. Further, the increasing use of AI, within CNA’s systems and those of its vendors and third-party administrators to achieve operational efficiencies and within threat actors’ attack strategies, may further expose its systems or those of its vendors and third-party administrators to the risk of cyber-attacks. Breaches have occurred, and may occur again, in CNA’s systems and in the systems of its vendors and third-party administrators, both current and former, in that past vendors and third-party administrators may still retain certain confidential and sensitive information in their systems. During the fourth quarter of 2025, CNA was notified of a data breach impacting a vendor of a business associate of its current employee health insurance administrator. The breach was traced to compromised credentials leveraged by a threat actor, with the impacted vendor shutting down and rebuilding the affected environment upon discovery of the breach. Following a forensics analysis, it was determined that a substantial number of CNA’s employees (and dependents of employees) were impacted. CNA understands that the subject vendor will be providing required breach notifications to all impacted individuals. Breaches that affect CNA’s data security infrastructure or its vendors’ facilities or systems, may cause a failure to protect the personal information of its customers, claimants or employees, or sensitive and confidential information regarding its business or policyholders and may result in operational impairments and financial losses, significant harm to its reputation and the loss of business with existing or potential customers. The breach of confidential information also could give rise to legal liability and regulatory action under data protection and privacy laws, as well as evolving regulation in this regard. While CNA does not believe breaches that have occurred and resultant actions will have a material adverse effect on its business, these or similar incidents, or any other breach of CNA’s or its vendors’ data security infrastructure could have a material adverse effect on its business, results of operations and financial condition. Although CNA maintains cybersecurity insurance coverage insuring against costs resulting from cyber attacks, CNA does not expect the amount available under its coverage policy to cover all potential losses from cyber-attacks. In addition, potential disputes with its insurers about the availability of insurance coverage could occur. Further, should CNA experience future cyber incidents, or should industry trends drive rate increases resulting from growth in volume and significance of cyber incidents broadly, it may incur higher costs for cybersecurity insurance coverage. The risks relating to future breaches in CNA’s, or its vendors’ data security infrastructure or systems, including in connection with cyber incidents, could have a material adverse effect on its business, results of operations or financial condition or may result in significant operational impairments and financial losses, as well as significant harm to CNA’s reputation. 25 Table of Contents Inability to detect and prevent significant employee or third party service provider misconduct, inadvertent errors and omissions, or exposure relating to functions performed on CNA’s behalf could result in a material adverse effect on CNA’s business, results of operations and financial condition. CNA may incur losses which arise from employees or third party service providers engaging in intentional, negligent or inadvertent misconduct, fraud, errors and omissions, failure to comply with internal guidelines, including with respect to underwriting authority, or failure to comply with regulatory requirements. CNA’s or its third party service providers’ controls may not be able to detect all possible circumstances of such non-compliant activity and the internal structures in place to prevent this activity may not be effective in all cases. When new technologies, such as AI, are incorporated into CNA’s or its third-party service providers’ processes, they may introduce additional complexity and present greater risk to the effectiveness of these controls. For example, generative AI systems may “hallucinate” producing inaccurate or misleading information, and model performance may degrade over time, leading to flawed recommendations. AI models may perpetuate or amplify biases present in underlying data, which could result in discriminatory or unfair outcomes in areas such as underwriting and claims. The potential for employees or third-party service providers, through intentional or inadvertent actions, to enable AI models to be trained on CNA’s data or its insureds’ data introduces risks of unauthorized use or disclosure of sensitive information and erosion of data privacy. AI may also be used to perpetuate fraud, or to manipulate or evade monitoring and detection controls. Portions of CNA’s insurance business are underwritten and serviced by third parties. With respect to underwriting, CNA’s contractual arrangements with third parties will typically grant them limited rights to write new and renewal policies, subject to contractual restrictions and obligations, including requiring them to underwrite within the terms of CNA’s licenses. Should these third parties issue policies that exceed these contractual restrictions, CNA could be deemed liable for such policies and subject to regulatory fines and penalties for any breach of licensing requirements. It is possible that in such circumstance CNA might not be fully indemnified for such third parties’ contractual breaches. Additionally, CNA relies on certain third-party claims administrators, including the administrator of its long-term care claims, to handle policyholder services and perform significant claim administration and claim adjudication functions. Any failure by such administrator to properly perform service functions may result in losses as a result of over-payment of claims, legal claims against CNA and adverse regulatory enforcement exposure. CNA has also licensed certain systems from third parties. CNA cannot be certain that it will have access to these systems or that its information technology or application systems will continue to operate as intended. These risks could adversely impact CNA’s reputation and client relationships and have a material adverse effect on its business, results of operations and financial condition. CNA is subject to capital adequacy requirements and, if it is unable to maintain or raise sufficient capital to meet these requirements, regulatory agencies may restrict or prohibit CNA from operating its business. Insurance companies such as CNA are subject to capital adequacy standards set by regulators to help identify companies that merit further regulatory attention. In the U.S., these standards apply specified risk factors to various asset, premium and reserve components of CNA’s legal entity statutory basis of accounting financial statements. For IAIGs, such as CNA, the standards also seek to quantify risk across the insurance group in order to assess group capital. Current rules, including those promulgated by insurance regulators and specialized markets such as Lloyd’s, require companies to maintain statutory capital and surplus at a specified minimum level determined using the applicable jurisdiction’s regulatory capital adequacy formula. If CNA does not meet these minimum requirements, CNA may be restricted or prohibited from operating its business in the applicable jurisdictions and specialized markets. If CNA is required to record a material charge against earnings in connection with a change in estimated insurance reserves, or the occurrence of a catastrophic event or otherwise, or if it incurs significant losses related to its investment portfolio, which severely deteriorates its capital position, CNA may violate these minimum capital adequacy requirements unless it is able to raise sufficient additional capital. CNA may be limited in its ability to raise significant amounts of capital on favorable terms or at all. CNA’s insurance subsidiaries, upon whom CNA depends for dividends in order to fund its corporate obligations, are limited by insurance regulators in their ability to pay dividends. CNA is a holding company and is dependent upon dividends, loans and other sources of cash from its subsidiaries in order to meet its obligations. Ordinary dividend payments or dividends that do not require prior approval by the insurance subsidiaries’ domiciliary insurance regulator are generally limited to amounts determined by formulas that vary by jurisdiction. If CNA is restricted from paying or receiving intercompany dividends, by regulatory rule or otherwise, CNA may not be able to fund its corporate obligations and debt service requirements or pay stockholder dividends from available 26 Table of Contents cash. As a result, CNA would need to pursue other sources of capital which may be more expensive or may not be available at all. Rating agencies may downgrade their ratings of CNA, adversely affecting its ability to write insurance at competitive rates or at all and increasing its cost of capital. Ratings are an important factor in establishing the competitive position of insurance companies. CNA’s insurance company subsidiaries, as well as CNA’s public debt, are rated by rating agencies, including, A.M. Best Company (“A.M. Best”), Moody’s Investors Service, Inc. (“Moody’s”), S&P Global Ratings (“S&P”) and Fitch Ratings, Inc. (“Fitch”). Ratings reflect the rating agency’s opinions of an insurance company’s or insurance holding company’s financial strength, capital adequacy, enterprise risk management practices, operating performance, strategic position and ability to meet its obligations to policyholders and debt holders, and may also reflect opinions on other areas such as information security and climate risk. The rating agencies may take action to lower CNA’s ratings in the future as a result of any significant financial loss or changes in the methodology or criteria applied by the rating agencies. The severity of the impact on CNA’s business is dependent on the level of downgrade and, for certain products, which rating agency takes the rating action. Among the adverse effects in the event of such downgrades would be the inability to obtain a material volume of business from certain major insurance brokers, the inability to sell a material volume of CNA’s insurance products to certain markets and the required collateralization of certain future payment obligations or reserves. Further, if one or more of CNA’s corporate debt ratings were downgraded, CNA may find it more difficult to access the capital markets and may incur higher borrowing costs. In addition, it is possible that a significant lowering of our corporate debt ratings by certain of the rating agencies could result in an adverse effect on CNA’s ratings, independent of any change in CNA’s circumstances. For further discussion of CNA’s ratings, see the Subsidiaries portion of the Liquidity and Capital Resources section of MD&A in Item 7. CNA is subject to extensive existing state, local, federal and foreign governmental regulations that restrict its ability to do business and generate revenues; additional regulation or significant modification to existing regulations or failure to comply with regulatory requirements may have a materially adverse effect on CNA’s business, results of operations and financial condition. The insurance industry is subject to comprehensive and detailed regulation and supervision. Most insurance regulations are designed to protect the interests of CNA’s policyholders and third-party claimants rather than its investors. Each jurisdiction in which CNA does business has established supervisory agencies that regulate the manner in which CNA conducts its business. Any changes in regulation could impose significant burdens on CNA. In addition, the Lloyd’s marketplace sets rules under which its members, including CNA’s Hardy syndicate, operate. These rules and regulations relate to, among other things, the standards of solvency (including risk-based capital measures), government-supported backstops for certain catastrophic events (including terrorism), investment restrictions, accounting and reporting methodology, establishment of reserves and potential assessments of funds to settle covered claims against impaired, insolvent or failed private or quasi-governmental insurers. In addition, rules and regulations are being introduced, or are being considered, in the areas of AI , information security and climate change, which may also affect CNA’s business. CNA also is subject to numerous regulations governing the protection of personal and confidential information of its customers and employees, including medical records, credit card data and financial information. These laws and regulations, including regulations related to cybersecurity protocols (which continue to evolve in breadth, sophistication and maturity in response to an ever-evolving threat landscape), are increasing in complexity and number, change frequently, sometimes conflict, and could expose CNA to significant monetary damages, regulatory enforcement actions, fines and/or criminal prosecution in one or more jurisdictions. Regulators at the federal, state and international level have adopted or may adopt new regulations related to, among other matters, climate change and greenhouse emissions, and could impose new regulations requiring disclosure of underwriting or investment in certain industry sectors. Regulatory powers also extend to premium rate regulations which require that rates not be excessive, inadequate or unfairly discriminatory. State jurisdictions ensure compliance with such regulations through market conduct exams, which may result in losses to the extent non-compliance is ascertained, either as a result of failure to document transactions properly, failure to comply with internal guidelines or otherwise. CNA may also be required by the jurisdictions in which it does business to provide coverage to persons who would not otherwise be considered eligible or restrict CNA from withdrawing from unprofitable lines of business or unprofitable market areas. Each jurisdiction dictates the types of insurance and the level of coverage that must be provided to such involuntary risks. CNA’s share of these involuntary risks 27 Table of Contents is mandatory and generally a function of its respective share of the voluntary market by line of insurance in each jurisdiction. Risks Related to Us and Our Subsidiary, Boardwalk Pipelines Boardwalk Pipelines’ natural gas transportation and storage operations and ethane transportation services are subject to extensive regulation by the FERC, including rules and regulations related to the rates it can charge for its services and its ability to construct or abandon facilities. Boardwalk Pipelines may not be able to recover the full cost of operating its pipelines or storage operations, including earning a reasonable return. Boardwalk Pipelines’ natural gas transportation and storage operations are subject to extensive regulation by the FERC, including with respect to the types, rates and terms of services Boardwalk Pipelines may offer to its customers, construction of new facilities, creation, modification or abandonment of services or facilities and recordkeeping and relationships with affiliated companies. An adverse FERC action in any of these areas could affect Boardwalk Pipelines’ ability to compete for business, construct new facilities, offer new services or recover the full cost of operating its pipelines or storage operations, including earning a reasonable return. This regulatory oversight can result in longer lead times to develop and complete any future project than competitors that are not subject to the FERC’s regulations. The FERC can also deny Boardwalk Pipelines the right to abandon certain facilities from service. The FERC regulates the rates Boardwalk Pipelines can charge for its natural gas transportation and storage and interstate ethane transportation operations. For cost-based services, the FERC establishes both the maximum and minimum rates Boardwalk Pipelines can charge. The basic elements that the FERC considers are the costs of providing service, the volumes of gas being transported, the rate design, the allocation of costs between services, the capital structure and the rate of return a pipeline is permitted to earn. Boardwalk Pipelines may not be able to recover its costs, including certain costs associated with pipeline integrity, through existing or future rates. The FERC and/or Boardwalk Pipelines’ customers could challenge the maximum applicable rates that any of its regulated pipelines can charge in accordance with Section 5 of the NGA. The adoption of potential legislation that would amend Section 5 of the NGA to add refund provisions could increase the likelihood of such a challenge. If such a challenge is successful for any of Boardwalk Pipelines’ pipelines or if its rates are found not to be just and reasonable, then the revenues associated with transportation and storage services the pipeline provides pursuant to cost-of-service rates could materially decrease in the future, which would adversely affect, perhaps substantially, the revenues on that pipeline going forward. Over time, the FERC may change, amend or announce that it will undertake a review of its existing policies. There were no major policy changes announced by the FERC during 2025. The FERC has authority to impose civil penalties for violations of the NGA and NGPA, and the implementing regulations thereunder, up to a maximum amount that is adjusted annually for inflation, which for 2026 is approximately $1.5 million per day per violation. Should Boardwalk Pipelines fail to comply with applicable statutes, rules, regulations and orders administered by the FERC, it could be subject to substantial penalties and fines, in addition to reputational damage. Boardwalk Pipelines’ actual construction and development costs could exceed its forecasts; its anticipated cash flow from construction and development projects will not be immediate and can take several years; and its construction and development projects may not be completed on time or at all. Boardwalk Pipelines is and has been engaged in several construction projects involving its existing assets and the construction of new facilities for which it has expended or will expend significant capital. Boardwalk Pipelines expects to continue to engage in the construction of additional growth projects and modifications of its system. These projects incur significant resources, including technological and human capital, and involve logistical challenges. When Boardwalk Pipelines builds a new pipeline or expands or modifies an existing facility, the design, construction and development occurs over an extended period of time, and it will not receive any revenue or cash flow from that project until after it is placed into commercial service. On Boardwalk Pipelines’ interstate pipelines, there are several years between when the project is announced and when customers begin using the new facilities. During this period, Boardwalk Pipelines spends capital and incurs costs without receiving any of the financial benefits associated with the projects. The construction of new assets involves a number of risks, including risks related to regulations (federal, state and local), landowner opposition, environmental matters, activists, legal compliance, political matters and materials and labor costs or shortages, as well as operational and other risks that are difficult to predict and some of which are beyond Boardwalk Pipelines’ control. Boardwalk Pipelines’ cost and timing estimates for these projects are based on a variety of inputs such 28 Table of Contents as contractor indicative bids, quotes on materials and internally-developed financial models, metrics and timelines and are subject to a variety of risks and uncertainties, including obtaining timely regulatory and permit approvals and the cost thereof, adverse weather conditions during construction, its ability to acquire and the cost of obtaining rights to construct and operate on land not owned by Boardwalk Pipelines, delays in obtaining, shortages and price increases for key materials (including pipe, compressor stations and related equipment), tariff implications and shortages and increased costs of qualified labor. Factors in the estimates include, among other things, those related to pipeline costs based on mileage, size and type of pipe, materials, including compressors and related equipment, land, engineering and construction costs and timely receipt of all necessary permits and approvals. Actual costs and timing of in-service dates for Boardwalk Pipelines’ growth projects may differ, perhaps materially, from its estimates. In addition, failure to timely meet development milestones may result in, among other things, contractual counterparties having the ability to terminate contracts with Boardwalk Pipelines. A project may not be completed on time or at all due to a variety of factors, may be impacted by significant cost overruns or may be materially changed prior to completion as a result of developments or circumstances that Boardwalk Pipelines is not aware of when it commits to the project. Any of these events could result in material, unexpected costs or have a material adverse effect on Boardwalk Pipelines’ ability to realize the anticipated benefits from its growth projects. Changes in U.S. trade policy and the impact of tariffs may have a material adverse effect on Boardwalk Pipelines’ business and results of operations. Boardwalk Pipelines’ business and results of operations may be adversely affected by uncertainty and changes in U.S. trade policies, including tariffs, trade agreements or other trade restrictions imposed by the U.S. or other governments. These actions have caused uncertainty and volatility in financial markets, may result in retaliatory measures on U.S. goods and may adversely impact both the U.S. and global economies. Boardwalk Pipelines’ business requires access to steel and other materials to construct and maintain its pipelines. While Boardwalk Pipelines’ practice is to source steel through domestic producers in the U.S. in most instances, any imposition of or increase in tariffs on imports of steel or other materials, as well as corresponding price increases for such materials available domestically, could increase its construction costs and its costs to maintain its assets. To the extent that Boardwalk Pipelines is unable to pass all or any such cost increases on to its customers, such cost increases could adversely affect its returns on investment. Higher materials costs could also diminish Boardwalk Pipelines’ ability to develop new projects at acceptable returns, particularly during times of economic uncertainty, and limit its ability to pursue growth opportunities. Tariffs or other trade restrictions may lead to continuing uncertainty and volatility in U.S. and global economies and commodity markets and inflation, and reduced demand for Boardwalk Pipelines’ and its customers’ products and services. Such conditions could have a material adverse impact on Boardwalk Pipelines’ business, results of operations and cash flows. Also, disruptions and volatility in the financial markets may lead to adverse changes in the availability, terms and cost of capital. Such adverse changes could increase Boardwalk Pipelines’ costs of capital and limit its access to external financing sources to fund acquisitions, capital projects, or refinancing of debt maturities on similar terms. Changes in the debt markets and increases in interest rates could adversely affect Boardwalk Pipelines’ business. Boardwalk Pipelines expects to construct approximately $3.3 billion of growth projects over the next five years and is evaluating additional growth projects involving substantial capital commitments. Boardwalk Pipelines anticipates funding its capital and other spending requirements through its available financing options, including cash generated from operations, borrowings under its revolving credit facility and issuances of additional debt. Changes in the debt markets, including market disruptions, limited liquidity, and an increase in interest rates, may increase the cost of financing for these growth projects as well as the risks of refinancing maturing debt. This may affect its ability to raise needed funding and reduce the amount of cash available to fund its operations or growth projects or refinance maturing debt. If the debt markets were not available, it is not certain if other adequate financing options would be available to Boardwalk Pipelines on terms and conditions that it would find acceptable. Any disruption in the debt markets could require Boardwalk Pipelines to take additional measures to conserve cash until the markets stabilize or until it can arrange alternative credit arrangements or other funding for its business needs. Such measures could include reducing or delaying business activities, reducing its operations to lower expenses and reducing other discretionary uses of cash. Boardwalk Pipelines may be unable to execute its growth strategy or take advantage of certain business opportunities. 29 Table of Contents Failure to comply with environmental or worker safety laws and regulations or an accidental release of pollutants into the environment may cause Boardwalk Pipelines to incur significant costs and liabilities. Boardwalk Pipelines’ operations are subject to extensive federal, state, and local laws and regulations relating to protection of the environment and occupational health and safety. Such laws and regulations impose, among other things, restrictions, liabilities and obligations in connection with the generation, handling, use, storage, transportation, treatment and disposal of various substances, including hazardous substances and waste, and in connection with spills, releases, discharges and emissions of various substances into the environment. These laws include, for example, the CAA, the Clean Water Act, CERCLA, the RCRA, ESA, NEPA, OSHA and analogous state laws. These laws and regulations may restrict or impact Boardwalk Pipelines’ business activities, including requiring the acquisition or renewal of permits or other approvals to conduct regulated activities, restricting the manner in which Boardwalk Pipelines handles or disposes of wastes, imposing remedial obligations to remove or mitigate contamination resulting from a spill or other release, requiring capital expenditures to comply with pollution control requirements and imposing safety and health criteria addressing worker protection. Failure to comply with these laws and regulations may trigger a variety of administrative, civil and criminal enforcement measures, including the assessment of monetary penalties, the imposition of remedial requirements, the incurrence of capital expenditures, the occurrence of delays, denials or cancellations in the permitting or performance or expansion of projects and the issuance of orders enjoining future operations in a particular area. Under certain of these environmental laws and regulations, Boardwalk Pipelines could be subject to joint and several strict liability for the removal or remediation of previously released pollutants or property contamination, regardless of whether it was responsible for the release or contamination or if its operations were in compliance with applicable laws. Boardwalk Pipelines may not be able to recover some or any of the costs incurred from insurance. Stricter environmental or worker safety laws, regulations or enforcement policies could significantly increase Boardwalk Pipelines’ operational or compliance costs and compliance with new or more stringent environmental legal requirements could delay or prohibit its ability to obtain permits for operations or require it to install additional pollution control equipment. For instance, the construction or expansion of pipelines often requires authorizations under the Clean Water Act, which may be subject to challenge. Boardwalk Pipelines relies on NWP 12, alongside other NWPs, as blanket authority for construction, maintenance, repair and removal of pipelines. The NWP process relies upon the Clean Water Act Section 401 certification process, which is subject to ongoing litigation. In September 2023, the EPA finalized its Clean Water Act Section 401 Water Quality Certification Improvement Rule, effective in November 2023, which expanded the scope of certification authority. However, in September 2023, several states challenged the final rule in federal court, alleging that the rule exceeds the EPA’s statutory authority under the Clean Water Act, and the litigation has been held in abeyance pending the administration’s review of the rule and litigation. In January 2026, the EPA proposed a rule revising its regulations governing Section 401 Water Quality Certifications. The proposed rule seeks to streamline the permitting process, restrict the ability of state and tribal certifying authorities to reject federal permits, and ensure such reviews are completed within the one-year statutory deadline. A final rule is expected in Spring 2026. However, opponents of the January 2026 proposed rule are pushing back on these efforts, including the EPA’s efforts to narrow the scope of state authority. If NWP 12, or the underlying Section 401 certification process, is further amended or revoked, Boardwalk Pipelines may be required to apply for one or more Individual Permits, which would require additional time and resources to obtain, and may result in increased costs and project delays. Additionally, there continues to be uncertainty with respect to the federal government’s jurisdictional reach under the Clean Water Act over WOTUS, as the EPA and the Corps have pursued multiple rulemakings under different administrations since 2015 to determine the scope of such reach. In September 2023, the EPA issued a version of the WOTUS rule that, due to injunctions in certain states, is currently in effect in only 24 states. Thus, the operative definition of WOTUS varies by state. However, in November 2025, the EPA and the Corps proposed a rule to further update and narrow the September 2023 definition, guided by the Supreme Court’s decision in Sackett v. EPA (adopting the “continuous surface connection” test to determine if wetlands are WOTUS). To the extent any judicial ruling or administrative rulemaking or other action further changes the scope of the Clean Water Act’s jurisdiction, Boardwalk Pipelines could face increased costs to comply and experience delays with respect to obtaining permits. Legislative and regulatory initiatives relating to new or more stringent pipeline safety requirements or substantial changes to existing integrity management programs or withdrawal of regulatory waivers could subject Boardwalk Pipelines to increased capital and operating costs and operational delays. Boardwalk Pipelines’ interstate pipelines are subject to regulation by PHMSA, which is part of the DOT. PHMSA regulates the design, installation, testing, construction, operation, and maintenance of existing interstate natural gas and NGLs pipeline facilities. PHMSA regulation currently requires pipeline operators to implement integrity management programs, including frequent inspections, remediation of certain identified anomalies and other measures to promote pipeline safety in HCAs, MCAs, Class 1 and 2 areas (depending on the potential impacts of a risk event), Class 3 and Class 4 areas, as well as in areas unusually sensitive to environmental damage and commercially navigable waterways. PHMSA has revised its standards from time to time and recently issued a series of significant rulemakings for onshore gas 30 Table of Contents distribution, transmission and gathering pipelines (e.g., relating to MAOP reconfirmation and exceedance reporting, the integrity assessment of additional pipeline mileage and the consideration of seismicity as a risk factor in integrity management), and hazardous liquid transmission and gathering pipelines (e.g., expanding the reach of certain of PHMSA’s integrity management requirements, requiring the accommodation of in-line inspection tools by 2039 for certain pipelines, increasing annual, accident and safety-related conditional reporting requirements, and expanding the use of leak detection systems beyond HCAs). PHMSA also regulates safety requirements applicable to natural gas storage facilities, including wells, wellbore tubing and casing . In August 2022, PHMSA published a final rule that attempted to expand the Management of Change process and corrosion control requirements for gas transmission pipelines, and add requirements that operators ensure no conditions exist following an extreme weather event that could adversely affect the safe operation of the pipeline and repair criteria for non-HCAs. Five safety standards included in that rule were challenged by industry trade groups, and in August 2024, the U.S. Court of Appeals for the D.C. Circuit struck down four of the five challenged safety standards. In January 2025, PHMSA adopted a rule enhancing the safety requirements for gas distribution pipelines and requiring updates to distribution integrity management programs, emergency response plans, operations and maintenance manuals, and other safety practices. However, this new rule was withdrawn by the Trump Administration before formal publication in the Federal Register. Any future regulations adopted by PHMSA may impose more stringent requirements applicable to integrity management programs and other pipeline safety aspects of Boardwalk Pipelines’ operations, which could cause Boardwalk Pipelines to incur increased capital and operating costs, may cause it to experience operational delays and may result in potential adverse impacts to its operations or its ability to reliably serve its customers. States have jurisdiction over certain of Boardwalk Pipelines’ intrastate pipelines and have adopted regulations similar to existing PHMSA regulations. State regulations may impose more stringent requirements than those found under federal law that affect Boardwalk Pipelines’ intrastate operations. Compliance with these rules over time generally has resulted in an overall increase in maintenance costs. The imposition of new or more stringent pipeline safety rules applicable to natural gas or NGLs pipelines, or any issuance or reinterpretation of guidance from PHMSA or any state agencies, could cause Boardwalk Pipelines to install new or modified safety controls, pursue additional capital projects, forgo growth projects or conduct maintenance programs on an accelerated basis, any or all of which could result in Boardwalk Pipelines incurring increased capital and operating costs, experiencing operational delays and suffering potential adverse impacts to its operations, ability to grow its business or ability to reliably serve its customers. Requirements that are imposed under the 2011 Act, the 2016 Act, the 2020 Act or other pipeline safety legislation or implementing regulations, may also increase Boardwalk Pipelines’ capital and operating costs or impact the operation of its pipelines. Boardwalk Pipelines has entered into certain firm transportation contracts with shippers that utilize the design capacity of certain of its pipeline assets, based upon the authority Boardwalk Pipelines received from PHMSA to operate those pipelines at higher than normal operating pressures of up to 0.80 of the pipeline’s SMYS under issued permits with specific conditions. PHMSA retains discretion to withdraw or modify this authority. If PHMSA were to withdraw or materially modify such authority, it could affect Boardwalk Pipelines’ ability to transport all of its contracted quantities of natural gas on these pipeline assets and it could incur significant additional costs to reinstate this authority or to develop alternate ways to meet its contractual obligations. A failure in Boardwalk Pipelines’ computer systems or a cybersecurity attack on any of its computer systems, devices or telecommunications networks or those of certain third parties could cause substantial and catastrophic damage and may materially adversely affect its cash flows, financial condition and ability to operate its business. Boardwalk Pipelines’ business is dependent upon its computer systems, devices and networks (operational and information technology), and those of its customers, suppliers and others with whom Boardwalk Pipelines does business, to collect, process and store the data necessary to conduct almost all aspects of its business, including the operation of its pipeline and storage facilities and the recording and reporting of commercial and financial information. Despite Boardwalk Pipelines’ security measures, the information and operational technology and infrastructure it relies on may be vulnerable to attacks by third parties, such as hackers, cybercriminals, nation-states, insiders or other third parties, or breached due to human error, malfeasance or other disruptions. Through government intelligence reports, Boardwalk Pipelines is aware of credible global threats to third-party, U.S. critical infrastructure sectors on which it depends, such as the telecommunications sector. Cybersecurity threat actors have attacked and continue to threaten energy infrastructure. The U.S. government has issued public and industry-directed warnings that indicate that energy assets might be specific targets of cybersecurity attacks, which are increasing in sophistication, magnitude and frequency. Vulnerabilities in one environment may affect other interconnected systems. A cybersecurity incident that impacts a third party with whom Boardwalk Pipelines does business may impact Boardwalk Pipelines. 31 Table of Contents Some cyber incidents, such as surveillance, may go unnoticed for a long period of time. Any investigation of a cybersecurity attack or other security incident will be inherently unpredictable and complex, and it may take significant time before the completion of any investigation and availability of full and reliable information. During such time, Boardwalk Pipelines may not know the extent of the harm or how best to remediate it, and certain errors or actions could be repeated or compounded before they are discovered and remediated, any or all of which could further increase the costs and consequences of a cybersecurity attack or other security incident, and its remediation efforts may not be successful. As the cybersecurity threat landscape continues to evolve, Boardwalk Pipelines may be required to expend significant additional resources to continue to modify or enhance its protective measures or to investigate and remediate any information security vulnerabilities. Advances in computer capabilities, discoveries in the field of artificial intelligence, cryptography, inadequate facility security or other developments may result in a compromise or breach of the technology Boardwalk Pipelines uses to safeguard its operational and information technology systems and confidential, personal, or otherwise protected information. As the breadth and complexity of the technologies Boardwalk Pipelines uses continue to grow, including as a result of the use of mobile devices, cloud services, artificial intelligence, open-source software, social media and the increased reliance on devices connected to the internet, the potential risk of cyberattacks and cybersecurity incidents also increases. No security measure is infallible. Despite ongoing efforts to improve its ability to protect its systems from compromise, Boardwalk Pipelines may not be able to protect all of its diverse systems. Boardwalk Pipelines’ efforts to improve security and protect data and its systems may also identify previously undiscovered instances of security breaches or other cyber incidents. TSA has issued a series of security directives applicable to pipeline owners and operators, which require the implementation of a variety of cybersecurity measures and reporting. Other regulators, such as PHMSA and the SEC, have also established requirements for reporting certain cybersecurity incidents. As cybersecurity incidents continue to evolve, more legislation could be enacted to seek to mitigate cybersecurity threats. This may require Boardwalk Pipelines to expend additional resources to continue to modify or enhance its protective measures or to investigate and remediate vulnerabilities to cybersecurity incidents at significantly increased costs. Boardwalk Pipelines cannot predict the potential impact to its business of potential future legislation, regulations or orders relating to cybersecurity. A failure, security breach, disruption or degradation impacting Boardwalk Pipelines’ operational or information technology systems or those of third parties with whom it does business could negatively affect its ability to safely and reliably operate its assets and/or result in delays in providing services for its customers, contamination or degradation of the products it transports and store, damage to or destruction of its or third-party pipelines, property or facilities, catastrophic events, injury or death to its employees or other persons, the inadvertent release of hydrocarbons or the release or destruction of confidential, proprietary or business-critical information or intellectual property, which could result in outages, reduced revenue, unexpected costs and expenses, litigation and reputational damage, any or all of which may be irreversible and may materially adversely affect its results of operations, cash flows, financial condition and ability to operate its business. In addition, access, disclosure or other loss of information or other consequences could result in legal claims or proceedings, liability under laws that protect the privacy of personal information or personally identifiable information, regulatory penalties for divulging or failing to adequately protect such information, disruption of Boardwalk Pipelines’ operations, incident response and remediation costs, damage to its reputation, and loss of confidence in its services. Boardwalk Pipelines’ operations, and those of Boardwalk Pipelines’ customers, are subject to a series of risks regarding climate change. Climate change remains a concern in the U.S. and in other countries. Numerous proposals have been made and could continue to be made at the international, national, regional, state and local levels of government to monitor, limit and eliminate both existing and future emissions of GHGs. These proposals expose Boardwalk Pipelines’ operations as well as the operations of its fossil fuel producer customers to a series of regulatory, political, litigation and financial risks. In the U.S., no comprehensive climate change legislation has been implemented at the federal level, though the Inflation Reduction Act of 2022 (“IRA”) advanced numerous climate-related objectives. The IRA required the EPA to impose and collect a methane emissions fee that applies to excess methane emissions from certain facilities that exceed statutory methane emissions thresholds. In November 2024, the EPA issued a final rule implementing the methane emissions fee, although in February 2025, Congress repealed the rule under the Congressional Review Act. Additionally, in the One Big Beautiful Bill Act, Congress delayed the implementation of the methane emission fee until 2034. While the EPA cannot reissue its rule implementing the methane emissions fee (either in substantially the same form or in a new rule), the underlying requirement in the IRA remains unchanged. Boardwalk Pipelines cannot predict if the Trump Administration and/or Congress may take further actions with respect to the IRA or methane emissions fee. However, compliance with this and other air pollution control and permitting requirements has the potential to delay or increase the costs of development 32 Table of Contents of Boardwalk Pipelines’ projects, which costs could be significant. Additionally, the EPA has the authority to regulate GHGs, including methane and carbon dioxide, under the CAA and has implemented various permitting, reporting and technology-based requirements to reduce GHG emissions by the oil and gas sectors. In December 2023, the EPA finalized its methane rules for new, modified, and reconstructed facilities, known as Subpart OOOOb, as well as standards for existing sources for the first time ever, known as Subpart OOOOc. Under the final rules, states have two years to prepare and submit their plans to impose methane emission controls on existing sources. The presumptive standards established under the final rules include advanced monitoring to encourage the deployment of innovative technologies to detect and reduce methane emissions, reduction of emissions by 95% through capture and control systems, zero-emission requirements for certain devices, and the establishment of the “super emitter” response program that would allow third parties to make reports to the EPA of large methane emission events. Fines and penalties for violations of these rules can be substantial. However, in March 2025, the EPA announced plans to reconsider Subparts OOOOb and OOOOc, in line with the Trump Administration’s deregulatory agenda. Additionally, in November 2025, the EPA finalized an interim rule extending the compliance deadlines for certain provisions provided in Subparts OOOOb and OOOOc. Litigation challenging the EPA’s final interim final rule extending such compliance deadlines for new and existing oil and gas sources remains pending. Governmental entities, including certain states and groups of states, have adopted or are considering legislation, regulations or other initiatives such as GHG cap-and-trade programs, carbon taxes, GHG reporting and tracking programs, and emissions limits. At the international level, in 2021, the U.S. rejoined the Paris Agreement, which requires member nations to submit non-binding GHG emissions reduction goals every five years, and President Biden announced a new target for the U.S. to reduce GHG emissions 50%-52% from 2005 levels by 2030. However, in January 2025, President Trump signed an Executive Order once again withdrawing the U.S. from the Paris Agreement and in January 2026, announced the U.S. withdrawal from the United Nations Framework Convention on Climate Change. Additionally, President Trump revoked any purported financial commitment made by the U.S. pursuant to the same. The full impact these actions may have upon Boardwalk Pipelines’ business or financial condition remains uncertain at this time. Governmental, scientific and public concern over the threat of climate change arising from GHG emissions has resulted in increasing political risks in the U.S. The Trump Administration rescinded many of the previous administration’s climate-related initiatives, which initiatives included curtailing oil and natural gas production and transportation, restricting flaring and venting during natural gas production, limiting or banning oil and gas leases on federal lands and offshore waters, increasing requirements for construction and permitting of pipeline infrastructure and LNG export facilities, and further restricting GHG emissions from oil and gas facilities. The Trump Administration has also taken a number of steps to repeal or otherwise modify several GHG regulations, including some applicable to the oil and gas industry. Boardwalk Pipelines cannot predict what additional actions the Trump Administration may take with respect to these matters, or others, or the timing or success of any such actions. Additionally, litigation risks are also increasing with respect to climate change, as a number of cities and other governmental entities have brought suit alleging that fossil fuel producers created public nuisances by producing fuels that contributed to global warming effects such as rising sea levels, are responsible for associated roadway and infrastructure damage, or defrauded investors or customers by failing to timely and adequately disclose adverse effects of climate change. There have also been increasing financial risks for fossil fuel energy companies as certain investors become concerned about the potential effects of climate change and may elect in the future to shift some or all of their investments into non-fossil fuel energy related sectors. Some institutional lenders who provide financing to fossil fuel energy companies also have become more attentive to sustainable lending practices that favor alternative power sources (such as wind, solar, geothermal, tidal and biofuels), making those sources more attractive, and some of them may elect not to provide funding for fossil fuel energy companies, although this trend has decreased in recent times and is impacted by complex factors, including regional, political and legal considerations. While Boardwalk Pipelines cannot predict how or to what extent sustainable lending and investment practices may impact it, a material reduction in the capital available to the fossil fuel industry could make it more difficult to secure funding for exploration and production or midstream energy business activities, which could adversely impact its business and operations. There have also been efforts at the federal, state and international levels seeking more fulsome disclosures relating to climate risks, targets and metrics. Any climate-related disclosure requirements imposed in the future may result in increased compliance costs and increased costs of and restrictions on access to capital. These agency or state or international regulatory actions also could increase the potential for litigation. The adoption and implementation of new or more stringent international, federal, regional, state or local legislation, regulations or other initiatives that impose more stringent standards for GHG emissions from the oil and gas sector or otherwise restrict fossil fuel production could result in increased costs of compliance for fossil fuel use, result in litigation and reduce demand for fossil fuels, which could reduce demand for Boardwalk Pipelines’ transportation and storage services. Political, litigation and financial risks may result in Boardwalk Pipelines’ fossil fuel producer customers restricting or canceling production activities, incurring liability for infrastructure and other damages as a result of climatic changes, or impairing their ability to continue to operate in an economic manner, which also could reduce demand for 33 Table of Contents Boardwalk Pipelines’ services. Moreover, the increased competitiveness of alternative energy sources could reduce demand for hydrocarbons and for Boardwalk Pipelines’ services. Finally, Boardwalk Pipelines may also be subject to various physical risks from climate change. For more information on these physical risks, see Boardwalk Pipelines’ risk factor titled “ Climatic conditions and events could adversely impact Boardwalk Pipelines’ operations, pipelines and facilities, or those of its customers or suppliers” below. Climatic conditions and events could adversely impact Boardwalk Pipelines’ operations, pipelines and facilities, or those of its customers or suppliers. Climatic events can cause disruptions to, delays in or suspension of Boardwalk Pipelines’ services, by interrupting its operations, causing loss of or damage to its facilities or equipment, or having similar impacts on its customers or third-party suppliers. In general, Boardwalk Pipelines’ operations could be significantly impacted by climatic conditions such as increased frequency and severity of storms, floods and wintry conditions. Boardwalk Pipelines’ pipeline operations along coastal waters and offshore could be adversely impacted by climatic conditions such as rising sea levels, subsidence and erosion, which could result in serious damage to Boardwalk Pipelines’ facilities and affect its ability to provide transportation services. Such damage could result in leakage, migration, releases or spills from Boardwalk Pipelines’ operations and could result in liability, remedial obligations or otherwise have a negative impact on operations. Such climatic conditions could also impact Boardwalk Pipelines’ customers’ ability to utilize Boardwalk Pipelines’ services and third-party suppliers’ ability to provide Boardwalk Pipelines with the products and services necessary to maintain operation of its facilities. Boardwalk Pipelines may incur significant damages as well as costs to repair or maintain its facilities, which could adversely affect its operations and the financial health of its business. In recent years, local governments and landowners in Louisiana have filed lawsuits against energy companies, including Boardwalk Pipelines, alleging that their operations contributed to increased coastal rising seas and erosion and are seeking, or have been awarded, substantial damages. Changing meteorological conditions, particularly temperature, may affect the amount, timing, or location of demand for energy or the products Boardwalk Pipelines transports, which may impact demand for its services. Boardwalk Pipelines is subject to reputational risks and risks related to public opinion. Boardwalk Pipelines’ business, operations and financial condition may be adversely impacted as a result of negative public opinion. Boardwalk Pipelines operates in an industry that receives negative portrayals and opposition to development projects. Boardwalk Pipelines’ reputation and public opinion could be impacted by the actions, activities and responses of other companies operating in the energy industry, particularly other energy infrastructure providers, over which Boardwalk Pipelines has no control. Boardwalk Pipelines’ reputation could also be impacted by negative publicity related to pipeline incidents, unpopular expansion projects and opposition to the development of hydrocarbons and energy infrastructure, including projects involving resources that are considered to increase GHG emissions and contribute to climate change. Negative impacts from a compromised reputation or changes in public opinion (including with respect to the production, transportation and use of hydrocarbons generally) could include increased regulatory oversight, delays in obtaining, or challenges to, regulatory approvals with respect to growth projects, blockades, project cancellations, difficulty securing financing at reasonable terms, revenue loss or a reduction in customer base. Boardwalk Pipelines may face opposition to the operation of its pipelines and facilities, construction or expansion of facilities and new pipeline projects from various groups. Boardwalk Pipelines may face opposition to the operation of its pipelines and facilities, construction or expansion of its facilities and new pipeline projects from governmental officials, environmental groups, landowners, communities, tribal or local groups and other advocates. Such opposition could take many forms, including organized protests, attempts to block or sabotage Boardwalk Pipelines’ operations, acts of eco-terrorism, intervention in regulatory or administrative proceedings involving Boardwalk Pipelines’ assets, or lawsuits or other actions designed to prevent, disrupt or delay the operation of its assets and business. For example, repairing Boardwalk Pipelines’ pipelines often involves securing consent from individual landowners to access their property, and one or more landowners may resist Boardwalk Pipelines’ efforts to make needed repairs, which could lead to an interruption in the operation of the affected pipeline or facility for a period of time that is significantly longer than would have otherwise been the case. Acts of sabotage or eco-terrorism could cause significant damage or injury or death to people, property or the environment and lead to extended interruptions of Boardwalk Pipelines’ operations and material damages and costs. 34 Table of Contents Market conditions, including available supply, demand and the price differentials between natural gas supplies and market locations for natural gas, may affect the transportation rates that Boardwalk Pipelines can charge on certain portions of its pipeline systems. Each year, a portion of Boardwalk Pipelines’ firm natural gas transportation contracts expire and need to be replaced or renewed. As a result of market conditions, Boardwalk Pipelines may renew some expiring contracts at lower rates or for shorter terms than in the past. The transportation rates Boardwalk Pipelines is able to charge customers are heavily influenced by market trends (both short and longer term), including the continued availability of supply from key supply basins, the competition between producing basins, competition with other pipelines for supply and markets, the demand for gas by end-users such as electric power generators, petrochemical facilities, artificial intelligence data centers and LNG export facilities and the price differentials between the gas supplies and the market demand for the gas (basis differentials). Changes in energy prices, including natural gas, oil and NGLs, impact the supply of and demand for those commodities, which impact Boardwalk Pipelines’ business. Boardwalk Pipelines’ customers, especially producers and certain plant operators, are directly impacted by changes in commodity prices. The prices of natural gas, oil and NGLs fluctuate in response to changes in both domestic and worldwide supply and demand, market uncertainty and a variety of additional factors, including for natural gas, the realization of potential LNG exports and demand growth within the power generation market, including as a result of increased demand from AI data centers. Volatility in the pricing levels of natural gas, oil and NGLs could adversely affect the businesses of certain of Boardwalk Pipelines’ producer customers and could result in defaults or the non-renewal of Boardwalk Pipelines’ contracted capacity when existing contracts expire. Commodity prices could affect the operations of certain of Boardwalk Pipelines’ industrial customers, including the temporary closure or reduction of plant operations, resulting in decreased deliveries to those customers. Future increases in the price of natural gas and NGLs could make alternative energy and feedstock sources more competitive and decrease demand for natural gas and NGLs. A reduced level of demand for natural gas and NGLs could diminish the utilization of capacity on Boardwalk Pipelines’ systems and reduce the demand of its services. Boardwalk Pipelines is exposed to credit risk relating to default or bankruptcy by its customers. Credit risk relates to the risk of loss resulting from the default by a customer of its contractual obligations or the customer filing bankruptcy. Boardwalk Pipelines has credit risk with both its existing customers and those supporting its growth projects. Credit risk exists in relation to Boardwalk Pipelines’ growth projects because expansion customers make long-term firm capacity commitments to Boardwalk Pipelines for such projects and certain of those expansion customers agree to provide credit support as construction for such projects progresses. If a customer fails to post the required credit support or defaults during the growth project process, overall returns on the project may be reduced to the extent an adjustment to the scope of the project occurs or Boardwalk Pipelines is unable to replace the defaulting customer with a customer willing to pay similar rates. Boardwalk Pipelines’ credit exposure also includes receivables for services provided, future performance under firm agreements and volumes of gas owed by customers for imbalances or gas loaned by Boardwalk Pipelines to them under certain no-notice service (“NNS”) and PAL services. Boardwalk Pipelines relies on a limited number of customers for a significant portion of its revenues. For 2025, one customer comprised 10% or more of Boardwalk Pipelines’ operating revenues. Additionally, as of December 31, 2025, the top ten customers under committed firm agreements comprised approximately 66% of Boardwalk Pipelines’ total projected operating revenues. If any of Boardwalk Pipelines’ significant customers have credit or financial problems that result in bankruptcy, a delay or failure to pay for services Boardwalk Pipelines provided, to post the required credit support for construction associated with Boardwalk Pipelines’ growth projects or existing contracts or to repay the gas they owe Boardwalk Pipelines, it could have a material adverse effect on Boardwalk Pipelines’ revenues, results of operations and financial condition. Boardwalk Pipelines’ revolving credit facility contains operating and financial covenants that may restrict its business and financing activities. Boardwalk Pipelines’ revolving credit facility contains operating and financial covenants that may restrict its ability to finance future operations or capital needs or to expand or pursue business activities. Its credit agreement limits its ability to make loans or investments, make material changes to the nature of its business, merge, consolidate or engage in asset sales, or grant liens or make negative pledges. This agreement also requires it to maintain a ratio of consolidated total debt to consolidated EBITDA (as defined in the credit agreement) of not more than 5.0 to 1.0, or up to 5.5 to 1.0 for the quarter in 35 Table of Contents which the consummation of a qualified acquisition occurs where the purchase price exceeds $100.0 million and the three quarters following the qualified acquisition quarter, which limits the amount of additional indebtedness Boardwalk Pipelines can incur to grow its business, and could require it to reduce indebtedness if its earnings before interest, income taxes, depreciation and amortization (“EBITDA”) decreases to a level that would cause it to breach this covenant. Future financing agreements Boardwalk Pipelines may enter into could contain similar or more restrictive covenants or may not be as favorable as those under its existing indebtedness. Boardwalk Pipelines’ ability to comply with the covenants and restrictions contained in its credit agreement may be affected by events beyond its control, including economic, financial and market conditions. If market or economic conditions or its financial performance deteriorate, its ability to comply with these covenants may be impaired. If Boardwalk Pipelines is not able to incur additional indebtedness, it may be required to seek other sources of funding that may be on less favorable terms. If it defaults under its credit agreement or another financing agreement, significant additional restrictions may become applicable. In addition, a default could result in a significant portion of its indebtedness becoming immediately due and payable, and its lenders could terminate their commitment to make further loans to it. If such an event occurs, Boardwalk Pipelines may not be able to obtain sufficient funds to make these accelerated payments. Boardwalk Pipelines’ indebtedness could affect its ability to meet its obligations and may otherwise restrict its activities. As of December 31, 2025, Boardwalk Pipelines had $3.8 billion in principal amount of debt outstanding, of which $550.0 million was called for redemption on January 31, 2026. Boardwalk Pipelines expects to construct approximately $3.3 billion of growth projects over the next five years (and is evaluating additional growth projects involving substantial capital commitments) and anticipates having to finance a substantial portion of these capital commitments. This level of debt requires significant interest payments. Boardwalk Pipelines’ inability to generate sufficient cash flow to satisfy its debt obligations, or to refinance its obligations on commercially reasonable terms, would have a material adverse effect on its business. Boardwalk Pipelines’ indebtedness could have important consequences. For example, it could: • limit Boardwalk Pipelines’ ability to borrow money for its working capital, capital expenditures, including its growth projects, debt service requirements or other general business activities; • impact Boardwalk Pipelines’ ratings received from credit rating agencies; • increase Boardwalk Pipelines’ vulnerability to general adverse economic and industry conditions; and • limit Boardwalk Pipelines’ ability to respond to business opportunities, including growing its business through acquisitions. Boardwalk Pipelines is permitted, under its revolving credit facility and the indentures governing its notes, to incur additional debt, subject to certain limitations under its revolving credit facility and the indentures governing the notes. If Boardwalk Pipelines incurs additional debt, its increased leverage could also result in or exacerbate the consequences described above. Boardwalk Pipelines does not own all of the land on which its pipelines and facilities are located, which could result in disruptions to its operations. Substantial portions of Boardwalk Pipelines’ pipelines, storage and other facilities are constructed and maintained on property owned by others pursuant to rights-of-way, easements, permits, licenses or consents, and Boardwalk Pipelines is subject to the possibility of more onerous terms and/or increased costs to retain necessary land use rights if it does not have valid land use rights or if such land use rights lapse or terminate. Some of the rights Boardwalk Pipelines obtains to construct and operate its pipelines storage or other facilities on land owned by third parties and governmental agencies are for specific periods of time. Boardwalk Pipelines cannot guarantee that it will always be able to renew, when necessary, existing land use rights or obtain new land use rights without experiencing significant costs or experiencing landowner opposition. Any loss of these land use rights (or increased costs to renew) with respect to the operation of Boardwalk Pipelines’ pipelines, storage and other facilities, through its inability to acquire or renew right-of-way or easement contracts or permits, licenses, consents or otherwise (or increased costs in connection with the renewal thereof), could have a material adverse effect on its operations. Boardwalk Pipelines may not be successful in executing its strategy to grow and diversify its business. Boardwalk Pipelines relies primarily on the revenues generated from its natural gas transportation and storage services. Negative developments in these services have a significantly greater impact on Boardwalk Pipelines’ financial condition and results of operations than if it maintained more diverse assets. Boardwalk Pipelines’ ability to grow, diversify and 36 Table of Contents increase cash flows will depend, in part, on its ability to expand its existing business lines, close and execute on accretive acquisitions and finance and construct its growth projects. Boardwalk Pipelines may not be successful in acquiring or developing such assets or may do so on terms that ultimately are not profitable. Boardwalk Pipelines’ ability to replace expiring gas storage contracts at attractive rates or on a long-term basis and to sell short-term services at attractive rates or at all are subject to market conditions. Boardwalk Pipelines owns and operates substantial natural gas storage facilities. The market for the storage and PAL services that it offers is impacted by the factors and market conditions discussed above for Boardwalk Pipelines’ transportation services, and is also impacted by natural gas price differentials between time periods, such as winter to summer (time period price spreads), and the volatility in time period price spreads. When market conditions cause a narrowing of time period price spreads and a decline in the price volatility of natural gas, these factors adversely impact the rates Boardwalk Pipelines can charge for its storage and PAL services. Boardwalk Pipelines’ operations are subject to catastrophic losses, operational hazards and unforeseen interruptions for which it may not be adequately insured. There are a variety of operating risks inherent in transporting and storing natural gas, ethylene and NGLs, such as leaks and other forms of releases, explosions, fires, cybersecurity attacks and mechanical problems, which could have catastrophic consequences. Additionally, the nature and location of Boardwalk Pipelines’ business may make it susceptible to catastrophic losses from hurricanes or other named storms, particularly with regard to its assets in the Gulf Coast region, cold freezes, snowstorms, windstorms, earthquakes, hail, tornados and other severe weather. Any of these or other similar occurrences could result in the disruption of Boardwalk Pipelines’ operations, substantial repair costs, personal injury or loss of life, significant damage to property, environmental pollution, impairment of its operations and substantial financial losses and reputational damage. The location of pipelines in HCAs, which includes populated areas, residential areas, commercial business centers and industrial sites, could significantly increase the level of damages resulting from some of these risks. Boardwalk Pipelines currently possesses property, business interruption, cybersecurity and general liability insurance, but proceeds from such insurance coverage may not be adequate for all liabilities or expenses incurred or revenues lost. Moreover, such insurance may not be available in the future at commercially reasonable costs and terms. The insurance coverage Boardwalk Pipelines does obtain may contain large deductibles or fail to cover certain events, hazards or potential losses. Risks Related to Us and Our Subsidiary, Loews Hotels & Co Loews Hotels & Co’s business may be materially adversely affected by various operating risks common to the hospitality industry, many of which are beyond Loews Hotels & Co’s control. Loews Hotels & Co owns and operates hotels that have different economic characteristics than many other real estate assets. A typical office property, for example, has long-term leases with third-party tenants, which provide a relatively stable long-term stream of revenue. Hotels, on the other hand, generate revenue from guests that typically stay at the hotel for only a few nights, which causes the room rate and occupancy levels at each hotel to change nearly every day, and results in earnings that can be highly volatile. In addition, Loews Hotels & Co’s properties are subject to various operating risks common to the hospitality industry, many of which are beyond Loews Hotels & Co’s control, including: • changes in general economic conditions, including the severity and duration of any downturn in the U.S. or global economy and financial markets, as well as more localized changes in the economy of each hotel’s geographic location; • increases in the costs of supplies, furniture, fixtures, equipment, labor, workers’ compensation, benefits, insurance, food and beverage, commodities or energy and unanticipated costs or cost increases due to inflation or resulting from force majeure events, new or different federal, state or local governmental regulations, including tariffs and other factors that may not be offset by increased revenues; • disruptions or delays in Loews Hotels & Co’s supply chain for goods and materials, including those used for hotel development, renovations and operations; • labor supply disruptions or shortages; 37 Table of Contents • war, political conditions or civil unrest, terrorist activities or threats and heightened travel security measures instituted in response to these events; • outbreaks of pandemic or contagious diseases; • federal, state or local government-mandated travel restrictions and/or shut-down orders of hotels or other drivers that reduce demand for hotel businesses; • natural or man-made disasters or other catastrophes; • material reductions or prolonged interruptions of public utilities and services; • decreased corporate or government travel-related budgets and spending and cancellations, deferrals or renegotiations of group business due to self-imposed and/or government-mandated travel restrictions, adverse economic conditions or otherwise; • decreased need for business-related travel due to innovations in business-related technology; • the financial condition and general operational condition of the airline, automotive and other transportation-related industries and its impact on travel; • decreased airline capacities and routes and disruption in airline operations; • competition from other hotels, cruise lines and alternative accommodations, such as Airbnb, in the markets in which Loews Hotels & Co operates; • requirements for periodic capital reinvestment to maintain and upgrade hotels; • the costs and administrative burdens associated with compliance with applicable laws and regulations, including those associated with responding to requests or demands of regulators or other governmental authorities, whether currently existing or implemented in the future, including, those pertaining to the environmental impact of Loews Hotels & Co’s operations, those pertaining to privacy and the use, sharing, storage and retention of data, and those arising out of mitigation efforts associated with pandemics or outbreaks of contagious diseases; • organized labor activities, which could cause a diversion of business from hotels involved in labor negotiations and loss of business for Loews Hotels & Co’s properties generally as a result of certain labor tactics; • changes in the desirability of particular locations or travel patterns of customers, including as a result of an increase in, the occurrence of or the fear of, criminal activity, or the possibility that travelers may be inclined to seek alternatives to large public gatherings, such as conferences and conventions, out of safety concerns, including those associated with pandemics or outbreaks of contagious diseases and associated mitigation efforts, or with respect to the underlying attractions supporting the desirability of a particular location, such as, in the case of Loews Hotels & Co’s immersive destination properties, the Universal theme parks for its Orlando, Florida properties, and stadiums, arenas and convention centers for properties in other markets; • geographic concentration of operations and customers; • shortages of desirable locations for development; and • risks related to relationships with third-party property owners, developers, landlords, tenants, suppliers, lenders and joint venture partners, including the risk that such third-parties may encounter financial difficulties, may not fulfill material obligations, may terminate management, lease, supply, credit, joint venture or other agreements with Loews Hotels & Co, may, in the case of landlords, seek material increases or improvements from Loews Hotels & Co in order to renew leases to Loews Hotels & Co, may, in the case of tenants, suffer the imposition of liens that Loews Hotels & Co may need to clear, or seek material discounts, allowances or concessions from Loews Hotels & Co in order to renew leases from Loews Hotels & Co, may, in the case of joint venture partners, not be willing to invest or reinvest capital to maintain or upgrade properties, or may prevent Loews Hotels & Co from making unilateral decisions with respect to material matters relating to specific properties, and/or may, in the case of third party property owners, not be willing to invest or reinvest capital to maintain or upgrade properties or may seek material discounts or concessions from Loews Hotels & Co in order to renew or extend hotel management agreements. 38 Table of Contents In addition to materially affecting the business of Loews Hotels & Co generally, these factors, and the reputational repercussions of these factors, could materially adversely affect, and from time to time have materially adversely affected, individual hotels and hotels in particular regions. Loews Hotels & Co is exposed to the risks resulting from significant investments in owned and leased real estate, including through ownership interests in partnerships and joint ventures, which could increase its costs, reduce its profits, limit its ability to respond to market conditions or restrict its growth strategy. Loews Hotels & Co’s proportion of owned and leased properties, compared to the number of properties that it manages for third-party owners, may differ from that of some of its competitors. Real estate ownership and leasing is subject to risks not applicable to managed or franchised properties, including: • real estate, insurance, zoning, tax, environmental and eminent domain laws; • the ongoing need for owner-funded capital improvements and expenditures to maintain or upgrade properties; • risks associated with mortgage debt, including the possibility of default, fluctuating interest rate levels, compliance with covenants that may include or result in principal amortization or the acceleration of repayment and the loss of the availability of financing, including the possibility of lenders electing to freeze or restrict loans secured by hospitality related assets, to not fund loans as anticipated or previously committed or to not fund protective advances to maintain operations of, or to take title to, non-performing assets; • risks associated with the possibility that cost increases will outpace revenue increases and that, in the event of an economic slowdown or other circumstances negatively affecting revenues, a high proportion of fixed costs will make it difficult to reduce costs to the extent required to offset declining revenues; • risks associated with real estate and property leases, including the possibility of rent increases and the inability to renew or extend upon favorable terms; • the potential impact of changes in general or local economic and market conditions, including the severity and duration of any downturn in the U.S., global or local economies and financial markets, on tenants of space leases within properties in which Loews Hotels & Co invests; • the ability to exit or enter markets may not be able to be implemented in a time frame favorable to Loews Hotels & Co or be solely within Loews Hotels & Co’s control, and Loews Hotels & Co does not currently own a lower-tier brand which would allow it to retain and operate properties in markets and locations which suffer an economic downturn; • risks associated with real estate condominiums and similar structures, including the possibility of special assessments by condominiums that Loews Hotels & Co does not control; • fluctuations in real estate values and potential impairments in the value of Loews Hotels & Co’s assets; and • the relative illiquidity of real estate compared to some other assets. 39 Table of Contents The hospitality industry is subject to seasonal and cyclical volatility. The hospitality industry is seasonal in nature. The periods during which Loews Hotels & Co’s properties experience higher revenues vary from property to property, depending principally upon location and the consumer base served. Historically, Loews Hotels & Co generally has experienced revenues and earnings that are lower in the third quarter of each year than in each of the other quarters. In addition, the hospitality industry is cyclical and demand generally follows the general economy on a lagged basis. The seasonality and cyclicality of its industry may contribute to fluctuations in Loews Hotels & Co’s results of operations, financial condition, investment activity and cash flows. Loews Hotels & Co operates in a highly competitive industry, both for customers and for the acquisition and/or development of new properties. The hospitality industry is highly competitive. Loews Hotels & Co’s properties compete with other hotels, cruises and alternative accommodations based on a number of factors, including room rates, quality of accommodations, service levels and amenities, location, brand affiliation, reputation and reservation systems. New hotels may be constructed and these additions to supply create new competitors, in some cases without corresponding increases in demand for hotel rooms. Some of its competitors also have greater financial, sales, distribution and marketing resources than Loews Hotels & Co. In addition, travelers can book stays on websites and through applications that facilitate the short-term rental of homes and apartments from owners, thereby providing an alternative to hotel rooms. Loews Hotels & Co also competes for hotel acquisitions and development projects with entities that have similar investment objectives as it does. This competition could limit the number of suitable investment opportunities. It may also increase the bargaining power of Loews Hotels & Co’s counterparties, making it more difficult for Loews Hotels & Co to acquire or develop new properties on attractive terms or on the terms contemplated in its business plans. Furthermore, Loews Hotels & Co benefits from financial incentives from governmental agencies or municipalities in connection with development in certain markets. The failure of counterparties to fulfill the terms of such incentive agreements, or of Loews Hotels & Co to achieve certain performance thresholds contained in those agreements, could materially impact the realized value of those incentives. Additionally, the granting by governmental agencies or municipalities of financial incentives to competitors of Loews Hotels & Co could materially impact Loews Hotels & Co’s financial results in applicable markets. Any deterioration in the quality or reputation of Loews Hotels & Co’s brands, including brands used in its joint ventures and those it licenses, could have a material adverse effect on its reputation and business. Loews Hotels & Co’s brands, including those associated with its joint ventures (e.g., at its properties at Universal Orlando) and those it licenses (e.g., at its Live! by Loews – St. Louis and Live! by Loews – Arlington hotels), are among its most important assets. Its ability to attract and retain guests depends, in part, on the public recognition of its brands and their associated reputation. If its brands become obsolete or consumers view them as unfashionable or lacking in quality, or its brands or reputation are otherwise harmed, Loews Hotels & Co may be unable to attract guests to its properties, and may further be unable to attract or retain joint venture partners or hotel owners. Loews Hotels & Co’s reputation may also suffer as a result of negative publicity regarding its hotels, including as a result of social media reports, regardless of the accuracy of such publicity. The continued expansion of media and social media formats has compounded the potential breadth and scope of negative publicity and has made it more difficult to control and effectively manage negative publicity. Loews Hotels & Co’s efforts to develop new properties and renovate existing properties could be delayed or become more expensive. Loews Hotels & Co, on its own and together with joint venture partners, from time to time renovates its properties and expands its portfolio through ground-up construction. Joint venture partners may also serve as developer. These renovation and construction efforts are subject to a number of risks, including: • construction delays, changes to plans and specifications and cost overruns (including for labor and materials), including those that may be due to unforeseeable site conditions, construction errors, design defects, the imposition or increases of tariffs on building supplies and materials or furniture, fixtures and equipment, or changes in building codes, that may increase project costs, cause new development projects to not be completed by lender or municipal imposed required completion dates or subject Loews Hotels & Co to cancellation penalties for reservations accepted; • obtaining and maintaining government subsidies or financial incentives in certain markets; • obtaining zoning, occupancy and other required licenses, permits or authorizations; 40 Table of Contents • changes in economic or other market conditions that may result in weakened or lack of demand or negative project returns; • governmental restrictions on the size or kind of development; • projects financed with construction debt are subject to risk that participating lenders may not fulfill their commitments when called upon as well as interest rate risk as uncertain timing and amount of draws may make effective hedging difficult or expensive to obtain, as well as the other risks associated with mortgage debt described above; • delays resulting from pandemics or the outbreaks of contagious diseases and related containment efforts, including as they pertain to contractors, suppliers and inspectors required to review projects; • weather delays and force majeure events, including earthquakes, tornados, hurricanes, floods, winter weather conditions and other natural or man-made catastrophes; and • projects with adjacent demand generators under construction that become delayed causing opening delays of, or less revenue than anticipated from, hotels under development. Additionally, renovating existing properties and developing new properties typically involve lengthy development periods during which significant amounts of capital must be funded before the properties begin to operate and generate revenue. If the cost of renovations or new development exceeds budgeted amounts, and/or the time period for development is longer than initially anticipated, Loews Hotels & Co’s operating results could be reduced. Loews Hotels & Co has seen construction timelines lengthen due to various factors, including competition for skilled construction labor, challenges related to financing, disruption in the supply chain for materials, and the impact of pandemics or other outbreaks of contagious diseases and related mitigation efforts, and these or similar circumstances could continue or worsen in the future. Accordingly, there can be no assurance that all development pipeline projects will result in new hotels entering Loews Hotel & Co’s system, or that those hotels will open when or perform as anticipated. Further, due to the lengthy development cycle, intervening adverse economic or other market conditions in general and as they apply to Loews Hotels & Co and its development partners may alter or impede the development plans, thereby resulting in incremental costs or potential impairment charges. In addition, using multiple sources of capital to develop new properties reduces or eliminates the ability of Loews Hotels & Co to cease commenced projects if the overall economic environment or other market conditions change. Moreover, during the early stages of operations, charges related to interest expense and depreciation may substantially detract from, or even outweigh, the profitability of certain new hotel investments. Investing in hotel properties through ownership interests in partnerships and joint ventures is subject to inherent risks, including due to Loews Hotels & Co’s lack of unilateral control over the investment . Loews Hotels & Co has invested, and expects to continue to invest, in hotel properties or businesses through ownership interests in partnerships and joint ventures. Partners and joint venturers often have shared control over the operation of the property or business. Therefore, the operation of such properties or businesses is subject to inherent risk due to the shared nature of the enterprise and the need to reach agreements on material matters, including matters that may impact taxes or the ability to invest or reinvest capital to maintain or upgrade the properties, or have other significant financial consequences. In addition, investments with other investors may involve risks such as the possibility that the partner or joint venturer might become bankrupt or not have the financial resources to meet its obligations, or have economic or business interests or goals that are inconsistent with Loews Hotels & Co’s business interests or goals. Further, Loews Hotels & Co may be unable to take action without the approval of its partners or joint venturers, or its partners or joint venturers could take actions binding on the property without the consent of Loews Hotels & Co. Additionally, should a partner or joint venturer become bankrupt or otherwise fail to honor its financial obligations, Loews Hotels & Co could become liable for its share of liabilities. Loews Hotels & Co’s properties are geographically concentrated, which exposes its business to the effects of regional events and occurrences. Loews Hotels & Co has a concentration of hotels in Florida. Specifically, as of December 31, 2025 , eleven hotels, representing 59% of rooms in its system, were located at Universal Orlando in Orlando, Florida and thirteen hotels, representing approximately 64% of rooms in its system, were located in Florida. Loews Hotels & Co also has multiple hotels in other geographies, including Arlington, Texas (where a third hotel development has recently been announced) and the Chicago, Illinois metropolitan area. In the future, other existing or new geographies may present opportunities for new or additional investment that may create new or increased concentration risk. The concentration of hotels in one region, jurisdiction or a limited number of markets may expose Loews Hotels & Co to risks of adverse economic and other developments that are greater than if its portfolio were more geographically diverse. These developments could include, 41 Table of Contents among others, regional economic downturns, an increase in burdensome governmental regulation, changes in the local political climate, a decline in the popularity of or access to area tourist attractions, such as theme parks and stadiums, the failure of new nearby tourist attractions to be developed or be successful in markets where new hotels are under development or of existing attractions to be maintained or upgraded in existing markets, significant increases in the number of Loews Hotels & Co’s competitors’ hotels in these markets, the development of new tourist attractions which are competitive with those nearby Loews Hotels & Co’s properties and potentially higher local property, sales and income taxes, property insurance costs or other expenses in the geographic markets in which it is concentrated. In addition, Loews Hotels & Co’s properties in Florida are subject to the effects of adverse acts of nature, such as hurricanes, strong winds and flooding, which have in the past caused damage to its hotels in Florida, and which may in the future be intensified as a result of climate change. Loews Hotels & Co’s business may be significantly affected by other risks common to the Florida tourism industry. For example, the cost and availability of air services and the impact of any events that disrupt or reduce air travel to and from Florida for any reason can materially adversely affect its business. Because all Loews Hotels & Co’s properties are located within the United States, its business is exposed directly and indirectly to risks arising from United States-specific risks, including economic downturns, regulatory changes, international arrival travel regulations and patterns and other disruptions. The growth and use of third-party reservation channels adversely affects Loews Hotels & Co’s business. A significant percentage of hotel rooms for guests at Loews Hotels & Co’s properties is booked through internet-based travel agencies and other intermediaries. In most cases, Loews Hotels & Co has agreements with such intermediaries and pays them commissions and/or fees for sales of its rooms through their systems. If such bookings increase, these intermediaries may be able to obtain higher commissions or fees, reduced room rates or other significant concessions from Loews Hotels & Co. There can be no assurance that Loews Hotels & Co will be able to negotiate such agreements in the future with terms as favorable as those that exist today. Moreover, these intermediaries generally employ aggressive marketing strategies, including expending significant resources for business partnerships and online and television advertising campaigns to drive consumers to their websites and other outlets. As a result, consumers may develop brand loyalties to the intermediaries’ offered brands, websites and reservations systems rather than to Loews Hotels & Co’s brands and reservation system. Loews Hotels & Co’s insurance coverage may not cover all possible losses, and it may not be able to renew its insurance policies on favorable terms, or at all. Although Loews Hotels & Co maintains various property, casualty and other insurance policies, proceeds from such insurance coverage may not be adequate for all liabilities or expenses incurred or revenues lost. Additionally, insurance policies that it maintains may not be available in the future at commercially reasonable costs and terms. The insurance coverage Loews Hotels & Co maintains may contain large deductibles or may not cover all risks to which Loews Hotels & Co is potentially subject. Labor shortages could restrict Loews Hotels & Co’s ability to operate its properties or grow its business or result in increased labor costs that could reduce its results of operations. Loews Hotels & Co’s properties are staffed 24 hours a day, seven days a week by thousands of employees. If it is unable to attract, retain, train and engage a sufficient number of skilled employees, its ability to manage and staff its properties adequately could be impaired, which could reduce customer satisfaction. Staffing shortages could also hinder its ability to grow and expand its business. Because payroll costs are a major component of the operating expenses at its properties, a shortage of skilled labor could also require higher wages that would increase its labor costs or temporarily cease to offer certain services, which could harm Loews Hotel & Co’s reputation or guest satisfaction and otherwise adversely affect Loews Hotels & Co. A portion of Loews Hotels & Co’s labor force is covered by collective bargaining agreements. A portion of Loews Hotels & Co’s labor force is covered by collective bargaining agreements. Work slowdowns and stoppages and other labor problems could negatively affect Loews Hotels & Co’s business and results of operations. A prolonged dispute with covered employees or any labor unrest, strikes or other business interruptions in connection with labor negotiations or otherwise could have an adverse impact on Loews Hotels & Co’s operations. Adverse publicity in the marketplace related to union messaging could further harm its reputation and reduce customer demand for its services. Also, wage and/or benefit increases and/or changes to operational protocols resulting from new labor agreements may be significant and could have an adverse impact on its results of operations. Furthermore, Loews Hotels & Co could experience demands from labor unions that represent its employees for additional compensation, healthcare benefits, operational protocols or other terms in response to pandemics, the outbreak of contagious diseases or other events that could increase costs. To the extent that Loews Hotels & Co’s non-union employees join unions, Loews Hotels & Co would have greater exposure to risks associated with such labor problems. Furthermore, Loews Hotels & Co may have, or acquire 42 Table of Contents in the future, multi-employer plans that are classified as “endangered,” “seriously endangered,” or “critical” status and a withdrawal in the future could result in the incurrence of a contingent liability that would be payable in an amount and at such time (or over a period of time) that would vary based on a number of factors at the time of (and after) withdrawal. Any such events or additional costs may have materially adverse effects. Risks Related to Us and Our Unconsolidated Subsidiary, Altium Packaging Altium Packaging’s substantial indebtedness could affect its ability to meet its obligations and may otherwise restrict its activities. Altium Packaging has a significant amount of indebtedness, which requires significant interest payments. Its inability to generate sufficient cash flow to satisfy its debt obligations, or to refinance its obligations on commercially reasonable terms, would have a material adverse effect on its business. Altium Packaging’s substantial indebtedness could have other important consequences. For example, it could: • limit its ability to borrow money for its working capital, capital expenditures, debt service requirements or other corporate purposes; • increase its vulnerability to general adverse economic and industry conditions; and • limit its ability to respond to business opportunities, including growing its business through acquisitions. In addition, the credit agreements governing its current indebtedness contain, and any future debt instruments would likely contain, financial and other restrictive covenants, which impose operating and financial restrictions on it. As a result of these covenants, Altium Packaging could be limited in the manner in which it conducts its business and may be unable to engage in certain business activities or finance future operations or capital needs. Furthermore, a failure to comply with these covenants could result in an event of default which, if not cured or waived, could have a material adverse effect on Altium Packaging. Altium Packaging is exposed to changes in consumer preferences. Sales of Altium Packaging’s plastic containers depend heavily on the volume of sales made by its customers to consumers. Consequently, changes in consumer preferences for products in the industries that Altium Packaging serves or the packaging formats in which such products are delivered, whether as a result of changes in cost, convenience or health, environmental and social concerns, perceptions regarding plastics or otherwise, may result in a decline in the demand for Altium Packaging’s plastic container products. Fluctuations in raw material prices and raw material availability may materially affect Altium Packaging’s results of operations. To produce its products, Altium Packaging uses large quantities of plastic resins and recycled plastic materials. It faces the risk that its access to these raw materials may be interrupted or that it may not be able to purchase these raw materials at prices that are acceptable to it. In general, Altium Packaging does not have long-term supply contracts with its suppliers, and its purchases of raw materials are subject to market price volatility. Although Altium Packaging generally is able to pass changes in the prices of raw materials through to its customers over a period of time, it may not always be able to do so or there may be a lag between when its costs increase and when it passes those costs through to its customers. It may not be able to pass through all future raw material price increases in a timely manner or at all due to competitive pressures. In addition, a sustained increase in resin and recycled plastic prices, relative to alternative packaging materials, would make plastic containers less economical for its customers and could result in reductions in the use of plastic containers. Any limitation on its ability to procure its primary raw materials or to pass through price increases in such materials in a timely manner could materially adversely affect Altium Packaging. Altium Packaging’s customers may increase their self-manufacturing. Increased self-manufacturing by Altium Packaging’s customers may have a material adverse impact on Altium Packaging’s sales volume and financial results. Altium Packaging believes that certain customers may engage in self-manufacturing over time at certain locations, particularly those where transportation costs are high, for products that have low complexity, and where customers have available space to install blow molding equipment. 43 Table of Contents Risks Related to Us and Our Subsidiaries Generally In addition to the specific risks and uncertainties faced by our subsidiaries, as discussed above, we and all of our subsidiaries face additional risks and uncertainties described below. Failures or interruptions in or breaches to our or our subsidiaries’ computer systems or information technology or communication infrastructure or those of certain third parties could materially and adversely affect our or our subsidiaries’ operations. We and our subsidiaries are dependent upon information technologies, computer and communication systems and networks, including those maintained by us and our subsidiaries and those maintained and provided to us and our subsidiaries by third parties (for example, “software-as-a-service” and cloud solutions), to conduct operations. We and our subsidiaries are dependent upon operational and financial computer and communication systems and information technology infrastructure to process the data necessary to conduct almost all aspects of our and their businesses. Any failure of our or our subsidiaries’ systems or information technology infrastructure, or those of our or their customers, vendors or others with whom we and they do business, could materially disrupt business operations. Computer, telecommunications and other business facilities and systems could become unavailable or impaired from a variety of causes, including cyber attacks or other cyber incidents, storms and other natural disasters, terrorist attacks, fires, utility outages, theft, design defects, human error or complications, including those encountered as existing systems are replaced or upgraded. Cyber attacks and other cyber incidents are occurring more frequently, are constantly evolving in nature, are becoming more difficult to prevent, detect and remediate, and are being carried out by groups and individuals with a wide range of expertise and motives, and that may have the backing of foreign governmental actors. The U.S. government has issued public warnings that indicate energy assets may be specific targets of cyber attacks, which can have catastrophic consequences, and hotel chains, among other consumer-facing businesses, have been subject to various cyber attacks targeting payment card and other sensitive consumer information. Cyber attacks and cyber incidents take many forms, including cyber extortion, denial of service, social engineering, introduction of viruses or malware, exploiting vulnerabilities in hardware, software or other infrastructure, hacking, website defacement, theft of passwords and other credentials, unauthorized use of computing resources for digital currency mining and business email compromise. Further, the increasing use of artificial intelligence and other advances in computer capabilities and technologies, by us and our subsidiaries and by our and their vendors and other third parties with whom we and they do business, may increase our and their exposure to risks of cyber attacks and other cyber incidents. As the cybersecurity threat landscape continues to evolve, we and our subsidiaries may be required to expend significant capital resources to continue to modify or enhance our protective measures or to investigate or remediate any vulnerabilities, including in response to future legislation or regulations related to cybersecurity. As with other large companies, we and our subsidiaries and our and their third party vendors and other third parties with whom we and they do business have experienced cyber attacks and other cyber incidents and expect this to continue. If we and our subsidiaries and our and their third party vendors and other third parties with whom we and they do business do not allocate and effectively manage the resources necessary to continue to build and maintain our and their information technology security infrastructure, or if we or our subsidiaries or our or our subsidiaries’ vendors or other third parties with whom we and they do business fail to timely identify or appropriately respond to cyber attacks or other cyber incidents, then this may, in addition to other consequences, disrupt our and our subsidiaries’ operations, cause significant damage to our or their assets and surrounding areas, cause loss of life or serious bodily injury, impact our or their data framework or cause a failure to protect personal information of customers, employees or others. The foregoing risks relating to disruption of service, interruption of operations and data loss could impact our and our subsidiaries’ ability to timely perform critical business functions, resulting in disruption or deterioration in our and our subsidiaries’ operations and business and expose us and our subsidiaries to significant financial losses and monetary and reputational damages. In addition, potential exposures include substantially increased compliance costs and required computer system upgrades and security related investments. The breach of confidential information also could give rise to legal liability and regulatory action under data protection and privacy laws and regulations, both in the U.S. and foreign jurisdictions. From time to time we and our subsidiaries may be subject to litigation, for which we and they may be unable to accurately assess the level of exposure and which if adversely determined, may have a significant adverse effect on our or their financial condition or results of operations. We and our subsidiaries are or may become parties to legal proceedings and disputes. These matters may include, among others, contract disputes, claims and coverage disputes, reinsurance disputes, personal injury and wrongful death claims, environmental claims or proceedings, asbestos and other toxic tort claims, intellectual property disputes, disputes related to employment, antitrust matters, tax matters and other litigation incidental to our or their businesses. For instance, we and certain of our Boardwalk Pipelines-related subsidiaries are defendants in a class action litigation in the State of Delaware 44 Table of Contents related to our 2018 acquisition of the Boardwalk Pipelines limited partnership units not already owned by our affiliates. In addition, Loews Hotels & Co is a defendant in litigation alleging that it and certain other hotel chains engaged in a conspiracy to fix higher prices for hotel rooms in violation of antitrust laws. For additional information regarding these matters, see Note 17 of the Notes to Consolidated Financial Statements included under Item 8. Litigation is inherently subject to great uncertainty and it is difficult to predict the outcome or effect of any litigation matters. The outcome of any pending or future litigation could have a significant adverse impact on our or our subsidiaries’ financial condition or results of operations. Acts of terrorism could harm us and our subsidiaries. Terrorist attacks and the continued threat of terrorism in the United States or abroad, the continuation or escalation of armed hostilities or the outbreak of additional hostilities, including military and other action by the United States, its allies or other nations, could have a significant impact on us and the assets and businesses of our subsidiaries. CNA issues coverages that are exposed to risk of loss from an act of terrorism. Terrorist acts or the threat of terrorism could also result in increased political, economic and financial market instability, a decline in energy consumption and volatility in the price of oil and gas, which could affect the market for Boardwalk Pipelines’ transportation and storage services. In addition, terrorist attacks could lead to reductions in business travel and tourism which could harm Loews Hotels & Co. While our subsidiaries take steps that they believe are appropriate to secure their assets, there is no assurance that they can completely secure them against a terrorist attack or obtain adequate insurance coverage for terrorist acts at reasonable rates. Our subsidiaries face significant risks related to compliance with environmental laws. Our subsidiaries have extensive obligations and financial exposure related to compliance with federal, state, local, foreign and international environmental laws, including those relating to the discharge of substances into the environment, the disposal, removal or cleanup of hazardous wastes and other activities relating to the protection of the environment. Many of such laws have become increasingly stringent and may in some cases impose strict liability, which could be substantial, rendering a person liable for environmental damage without regard to negligence or fault on the part of that person. For example, Boardwalk Pipelines is subject to extensive federal, state and local laws and regulations relating to protection of the environment. Such laws and regulations impose, among other things, restrictions, liabilities and obligations in connection with the generation, handling, use, storage, transportation, treatment and disposal of various substances, including hazardous substances and waste and in connection with spills, releases, discharges and emissions of various substances into the environment. In addition, Altium Packaging may be adversely affected by laws or regulations concerning environmental matters that increase the cost of producing, or otherwise adversely affect the demand for, plastic products. Further, existing environmental laws or the interpretation or enforcement thereof may be amended and new laws may be adopted in the future. Loss of key vendor relationships or issues relating to the transitioning of vendor relationships could result in a materially adverse effect on our and our subsidiaries’ operations. We and our subsidiaries rely on products, equipment and services provided by many third-party suppliers, manufacturers and service providers in the United States and abroad, which exposes us and them to volatility in the quality, price and availability of such items. These include, for example, vendors of computer hardware, software and services, as well as other critical materials and services (including, in the case of CNA, claims administrators performing significant claims administration and adjudication functions). Certain products, equipment and services may be available from a limited number of sources. If one or more key vendors becomes unable to continue to provide products, equipment or services at the requisite level for any reason, or fails to protect our proprietary information, including in some cases personal information of employees, customers, hotel guests or others, we and our subsidiaries may experience a material adverse effect on our or their business, operations and reputation. We could incur impairment charges related to the carrying value of the long-lived assets and goodwill of our subsidiaries and our equity method investments. We and our subsidiaries regularly evaluate our and their long-lived assets and goodwill for impairment whenever events or changes in circumstances indicate the carrying value of these assets may not be recoverable. Most notably, we could incur impairment charges related to the carrying value of pipeline and storage assets at Boardwalk Pipelines, our equity method investment in Altium Packaging and hotel investments owned by Loews Hotels & Co. We and our subsidiaries also test goodwill for impairment on an annual basis or when events or changes in circumstances indicate that a potential impairment exists. Asset impairment evaluations by us and our subsidiaries with respect to both long-lived assets and goodwill are, by nature, highly subjective. The use of different estimates and assumptions could result 45 Table of Contents in materially different carrying values of our assets which could impact the need to record an impairment charge and the amount of any charge taken. Pandemics or other outbreaks of contagious diseases and efforts to mitigate their spread have had, and could in the future have, widespread impacts on the way we and our subsidiaries operate. The spread of COVID-19 and mitigating measures caused unprecedented disruptions to the global economy and normal business operations across sectors and countries, including the sectors and countries in which we and our subsidiaries operate. Future pandemics or other outbreaks of contagious diseases, and efforts to mitigate their spread, may result in similar or worse economic implications and disruptions, including on our and our subsidiaries’ businesses. We are a holding company and derive substantially all of our income and cash flow from our subsidiaries. We rely upon our invested cash balances and distributions from our subsidiaries to generate the funds necessary to meet our obligations and to declare and pay any dividends to holders of our common stock. Our subsidiaries are separate and independent legal entities and have no obligation, contingent or otherwise, to make funds available to us, whether in the form of loans, dividends or otherwise. The ability of our subsidiaries to pay dividends is subject to, among other things, the availability of sufficient earnings and funds in such subsidiaries, applicable state laws, including in the case of the insurance subsidiaries of CNA, laws and rules governing the payment of dividends by regulated insurance companies, and their compliance with covenants in their respective loan agreements. Claims of creditors of our subsidiaries will generally have priority as to the assets of such subsidiaries over our claims and those of our creditors and shareholders. We and our subsidiaries face competition for senior executives and qualified specialized talent. We and our subsidiaries depend on the services of our key personnel, who possess skills critical to the operation of our and their businesses. Our and our subsidiaries’ executive management teams are highly experienced and possess extensive skills in their relevant industries. The ability to retain senior executives and to attract and retain highly skilled professionals and personnel with specialized industry and technical experience is important to our and our subsidiaries’ success and future growth. Competition for this talent can be intense, and we and our subsidiaries may not be successful in our efforts. The unexpected loss of the services of these individuals could have a detrimental effect on us and our subsidiaries and could hinder our and their ability to effectively compete in the various industries in which we and they operate. Scrutiny and changing expectations from stakeholders with respect to sustainability practices may impose additional costs on us and our subsidiaries or expose us and our subsidiaries to new or additional risks. Companies across all industries may face scrutiny from stakeholders related to their sustainability practices, including from both those who support and those who oppose such practices. Regardless of the industry, investors’ focus and activism related to sustainability and similar matters may hinder access to, or increase the cost of, capital, as investors may decide to reallocate capital or to not commit capital as a result of their assessment of a company’s sustainability practices. In addition, other stakeholders, including customers, employees, suppliers, regulators and ratings agencies, may also focus on sustainability matters. Companies that do not adapt to or comply with investor or other stakeholder expectations and standards, which are evolving, or that are perceived to have not responded appropriately to concerns regarding sustainability issues, regardless of whether there is a legal requirement to do so, may suffer from reputational damage and other adverse consequences. Additionally, to the extent sustainability matters negatively impact our reputation, we may not be able to compete as effectively to recruit or retain employees, which may adversely affect our operations. Item 1B. Unresolved Staff Comments. None. Item 1C. Cybersecurity. Risk Management and Strategy Identifying, assessing, and managing material cybersecurity risks is an important component of our overall enterprise risk management program. As with the management of risks generally, given our holding company structure, the management of cybersecurity risks involves coordination between the parent company and our subsidiaries. 46 Table of Contents The parent company and each subsidiary are responsible for developing cybersecurity programs appropriate for their respective entities, including as may be required by applicable law or regulation. These programs have been developed based on the National Institute of Standards and Technology Cybersecurity Framework and seek to protect each entity against cybersecurity risks and foster each entity’s ability to respond to cybersecurity events. Among other things, these programs generally involve maturity evaluations and assessments by third parties , vulnerability scanning, employee testing and training, technical and business team-focused tabletop exercises, incident response plans and data security assessments of third-party service providers as a part of vendor management. Risks from cybersecurity threats, in the future may, among other things, cause material disruptions to our or our subsidiaries’ operations, which may materially affect our and/or their business, results of operations, cash flows, financial condition and/or equity. For more information, see Item 1A. Risk Factors of this Report. Governance Our Board has assigned oversight of cybersecurity risk management to the Audit Committee . The Audit Committee regularly receives reports from our and our subsidiaries’ management, including our and our subsidiaries’ senior information technology (“IT”) leadership, and third parties on cybersecurity matters. In addition, the Board receives reports addressing cybersecurity as part of our overall enterprise risk management program and to the extent cybersecurity matters are addressed in regular business updates. Senior IT leadership (generally, chief information officers and/or chief information security officers ) at the parent company and each subsidiary are responsible for developing cybersecurity programs appropriate for their respective entities, including as may be required by applicable law or regulation. These individuals’ expertise in IT and cybersecurity generally has been gained from a combination of education, including relevant degrees and/or certifications, and prior work experience. They are informed by their respective cybersecurity teams about, and monitor, the prevention, detection, mitigation and remediation of cybersecurity incidents as part of the cybersecurity programs described above. Information regarding cybersecurity risks may be elevated from senior IT leadership through a variety of different channels, including discussions between or among subsidiary and parent company management, reports to subsidiary and parent company risk committees and reports to subsidiary and parent company boards and board committees. As noted above, the Audit Committee regularly receives reports on cybersecurity matters from our and our subsidiaries’ senior IT leadership. Item 2. Properties. Our corporate headquarters is located in leased office space in New York City. Information relating to our subsidiaries’ properties is contained under Item 1. Item 3. Legal Proceedings. Information on our legal proceedings is included in Note 17 of the Notes to Consolidated Financial Statements, included under Item 8. Item 4. Mine Safety Disclosures. Not applicable. 47 Table of Contents PART II Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Our common stock is listed on the New York Stock Exchange under the symbol “L”. The following graph compares annual total return of our Common Stock, the Standard & Poor’s 500 Composite Stock Index (“S&P 500 Index”) and our peer group set forth below (“Loews Peer Group”) for the five years ended December 31, 2025. The graph assumes that the value of the investment in our Common Stock, the S&P 500 Index and the Loews Peer Group was $100 on December 31, 2020 and that all dividends were reinvested. 2020 2021 2022 2023 2024 2025 Loews Common Stock 100.0 128.89 130.70 156.56 191.14 238.31 S&P 500 Index 100.0 128.71 105.40 133.10 166.40 196.16 Loews Peer Group (a) 100.0 127.73 151.23 159.59 215.85 239.26 (a) The Loews Peer Group consists of the following companies that are industry peers of our principal operating subsidiaries or our investment in Altium Packaging: Berry Global, Inc. (included through April 30, 2025 when it was acquired by Amcor plc), Chubb Limited, Diamond Rock Hospitality Company, Enbridge Inc., Energy Transfer LP, Kinder Morgan, Inc., Ryman Hospitality Properties, Inc., Silgan Holdings Inc., Sunstone Hotel Investors, Inc., The Hartford Financial Services Group, Inc., The Travelers Companies, Inc., W.R. Berkley Corporation and Xenia Hotels & Resorts, Inc. 48 Table of Contents Approximate Number of Equity Security Holders As of February 2, 2026, we had approximately 510 holders of record of our common stock. Common Stock Repurchases Our Board of Directors has authorized our management, as it deems appropriate, to purchase our outstanding common stock. Depending on market and other conditions, we may purchase shares of our common stock in the open market ( including in open market transactions that may or may not satisfy all of the conditions of the Rule 10b-18 voluntary safe harbor), in privately negotiated transactions or otherwise. During the fourth quarter of 2025 , we purchased shares of our common stock as follows: Period (a) Total number of shares purchased (b) Average price paid per share (c) Total number of shares purchased as part of publicly announced plans or programs (d) Maximum number of shares (or approximate dollar value) of shares that may yet be purchased under the plans or programs (in millions) October 1, 2025 - October 31, 2025 289,911 $ 99.26 N/A N/A November 1, 2025 - November 30, 2025 467,038 $ 104.33 N/A N/A December 1, 2025 - December 31, 2025 200,000 $ 104.53 N/A N/A Item 6. [Reserved] Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. OVERVIEW Loews Corporation is a holding company and has four reportable segments comprised of three individual consolidated operating subsidiaries, CNA Financial Corporation (“CNA”), Boardwalk Pipeline Partners, LP (“Boardwalk Pipelines”) and Loews Hotels Holding Corporation (“Loews Hotels & Co”); and the Corporate segment. The Corporate segment is primarily comprised of Loews Corporation, excluding its consolidated operating subsidiaries, and the equity method of accounting for Altium Packaging LLC (“Altium Packaging”), an unconsolidated subsidiary. Unless the context otherwise requires, as used herein, the term “Company” means Loews Corporation including its subsidiaries, the terms “Parent Company,” “we,” “our,” “us” or like terms mean Loews Corporation excluding its subsidiaries and the term “Net income (loss) attributable to Loews Corporation” means Net income (loss) attributable to Loews Corporation shareholders. We rely upon our invested cash balances and distributions from our subsidiaries to generate the funds necessary to meet our obligations and to declare and pay any dividends to our shareholders. The ability of our subsidiaries to pay dividends is subject to, among other things, the availability of sufficient earnings and funds in such subsidiaries, applicable state laws, including in the case of the insurance subsidiaries of CNA, laws and rules governing the payment of dividends by regulated insurance companies (see Note 14 of the Notes to Consolidated Financial Statements included under Item 8) and compliance with covenants in their respective loan agreements. Claims of creditors of our subsidiaries will generally have priority as to the assets of such subsidiaries over our claims and those of our creditors and shareholders. We are not responsible for the liabilities and obligations of our subsidiaries and there are no Parent Company guarantees. 49 Table of Contents The following discussion should be read in conjunction with Item 1A, Risk Factors, and Item 8, Financial Statements and Supplementary Data of this Form 10-K. For a discussion of changes in results of operations comparing the years ended December 31, 2024 and 2023 for Loews Corporation and its subsidiaries see Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 11, 2025. RESULTS OF OPERATIONS Consolidated Financial Results The following table summarizes net income (loss) attributable to Loews Corporation by segment and the basic and diluted net income per share attributable to Loews Corporation for the years ended December 31, 2025 and 2024: Year Ended December 31 2025 2024 (In millions, except per share data) CNA Financial $ 1,173 $ 879 Boardwalk Pipelines 444 413 Loews Hotels & Co 31 70 Corporate 19 52 Net income attributable to Loews Corporation $ 1,667 $ 1,414 Basic net income per share $ 7.98 $ 6.42 Diluted net income per share $ 7.97 $ 6.41 2025 Compared with 2024 Net income attributable to Loews Corporation for 2025 was $1.7 billion, or $7.97 diluted net income per share, compared to net income attributable to Loews Corporation of $1.4 billion, or $6.41 diluted net income per share, in 2024. Net income attributable to Loews Corporation for 2024 includes a $265 million after-tax and noncontrolling interests pension settlement charge for CNA. Excluding this pension charge, CNA’s increase is primarily due to higher property and casualty underwriting income and net investment income, partially offset by unfavorable net prior year loss reserve development related to legacy mass tort abuse reserves. The increase at Boardwalk Pipelines is primarily due to increased transportation revenues from higher re-contracting rates, recently completed growth projects and higher utilization-based revenue, as well as increased storage and parking and lending revenues. Those positives were partially offset by higher operating costs and higher depreciation expense at Boardwalk Pipelines. The decrease at Loews Hotels & Co is primarily due to an asset impairment charge, higher interest expense, and renovations at the Loews Miami Beach Hotel, partially offset by improved results at the Universal Orlando Resort hotels and the Loews Arlington Hotel and Convention Center, which was open for the entirety of 2025. Parent company investment income decreased due to lower investment income from the parent company trading portfolio. 50 Table of Contents CNA Financial The following table summarizes the results of operations for CNA for the years ended December 31, 2025 and 2024 as presented in Note 19 of the Notes to Consolidated Financial Statements included under Item 8. For further discussion of Net investment income and Investment gains (losses), see the Investments section of this MD&A. Year Ended December 31 2025 2024 (In millions) Revenues: Insurance premiums $ 10,900 $ 10,211 Net investment income 2,557 2,497 Investment losses (81) (81) Non-insurance warranty revenue 1,577 1,609 Other revenues 36 34 Total 14,989 14,270 Expenses: Insurance claims and policyholders’ benefits 8,294 7,738 Amortization of deferred acquisition costs 1,898 1,798 Non-insurance warranty expense 1,526 1,547 Other operating expenses 1,516 1,843 Interest 135 133 Total 13,369 13,059 Income before income tax 1,620 1,211 Income tax expense (342) (252) Net income 1,278 959 Amounts attributable to noncontrolling interests (105) (80) Net income attributable to Loews Corporation $ 1,173 $ 879 2025 Compared with 2024 Net income attributable to Loews Corporation increased $294 million for 2025 as compared with 2024, which included a $265 million after-tax and noncontrolling interests pension settlement charge. Net income attributable to Loews Corporation also increased primarily due to higher property and casualty underwriting income and net investment income, partially offset by unfavorable net prior year loss reserve development related to legacy mass tort abuse reserves. For more information on the pension settlement charge see Note 15 of the Notes to Consolidated Financial Statements included under Item 8. CNA’s Property & Casualty and Other Insurance Operations CNA’s commercial property and casualty insurance operations (“Property & Casualty Operations”) include its Specialty, Commercial and International lines of business. CNA’s Other Insurance Operations outside of Property & Casualty Operations include its long-term care business that is in run-off, certain corporate expenses, including interest on CNA’s corporate debt, and the results of certain property and casualty businesses in run-off, including asbestos and environmental pollution (“A&EP”), a legacy portfolio of excess workers’ compensation (“EWC”) policies and certain legacy mass tort reserves. CNA’s products and services are primarily marketed through independent agents, retail and wholesale brokers and managing general underwriters to a wide variety of customers, including small, medium and large businesses, insurance companies, associations, professionals and other groups. We believe the presentation of CNA as one reportable segment is appropriate in accordance with applicable accounting standards on segment reporting. However, for purposes of this discussion and analysis of the results of operations, we provide greater detail with respect to CNA’s Property & Casualty Operations and Other Insurance Operations to enhance the reader’s understanding and to provide further transparency into key drivers of CNA’s financial results. 51 Table of Contents In assessing its insurance operations, CNA utilizes the core income (loss) financial measure. Core income (loss) is calculated by excluding investment gains or losses and gains or losses resulting from pension settlement transactions from net income (loss). In addition, core income (loss) excludes the effects of noncontrolling interests. The calculation of core income (loss) excludes investment gains or losses because they are generally driven by economic factors that are not necessarily reflective of CNA’s primary insurance operations. The calculation of core income (loss) excludes gains or losses resulting from pension settlement transactions as they result from decisions regarding CNA’s defined benefit pension plans which are unrelated to its primary insurance operations. Core income (loss) is deemed to be a non-GAAP financial measure and management believes some investors may find this measure useful to evaluate CNA’s insurance operations. Please see the non-GAAP reconciliation of net income (loss) to core income (loss) in this MD&A. In evaluating the results of Property & Casualty Operations, CNA utilizes the loss ratio, the underlying loss ratio, the expense ratio, the dividend ratio, the combined ratio and the underlying combined ratio. These ratios are calculated using GAAP financial results. The loss ratio is the percentage of net incurred claim and claim adjustment expenses to net earned premiums. The underlying loss ratio excludes the impact of catastrophe losses and development-related items from the loss ratio. Development-related items represent net prior year loss reserve and premium development, and includes the effects of interest accretion and change in allowance for uncollectible reinsurance. The expense ratio is the percentage of insurance underwriting and acquisition expenses, including the amortization of deferred acquisition costs, to net earned premiums. The dividend ratio is the ratio of policyholders’ dividends incurred to net earned premiums. The combined ratio is the sum of the loss ratio, the expense ratio and the dividend ratio. The underlying combined ratio is the sum of the underlying loss ratio, the expense ratio and the dividend ratio. The underlying loss ratio and the underlying combined ratio are deemed to be non-GAAP financial measures, and management believes some investors may find these ratios useful to evaluate CNA’s underwriting performance since they remove the impact of catastrophe losses which are unpredictable as to timing and amount, and development-related items as they are not indicative of current year underwriting performance. Changes in estimates of claim and claim adjustment expense reserves, net of reinsurance, for prior years are defined as net prior year loss reserve development within this MD&A. These changes can be favorable or unfavorable. Net prior year loss reserve development does not include the effect of any related acquisition expenses. Further information on CNA’s reserves is provided in Note 7 of the Notes to Consolidated Financial Statements included under Item 8. In addition, renewal premium change, rate, retention and new business are also utilized in evaluating operating trends. Renewal premium change represents the estimated change in average premium on policies that renew, including rate and exposure changes. Rate represents the average change in price on policies that renew excluding exposure change. Exposure represents the measure of risk used in the pricing of the insurance product. The change in exposure represents the change in premium dollars on policies that renew as a result of the change in risk of the policy. Retention represents the percentage of premium dollars renewed, excluding rate and exposure changes, in comparison to the expiring premium dollars from policies available to renew. New business represents premiums from policies written with new customers and additional policies written with existing customers. CNA also uses underwriting gain (loss) and underlying underwriting gain (loss), calculated using GAAP financial results, to monitor insurance operations. Underwriting gain (loss) is deemed to be a non-GAAP financial measure and is calculated pretax as net earned premiums less total insurance expenses, which includes insurance claims and policyholders’ benefits, amortization of deferred acquisition costs and insurance related administrative expenses. Net income (loss) is the most directly comparable GAAP measure. Management believes some investors may find this measure useful to evaluate the profitability, before tax, derived from CNA’s underwriting activities which are managed separately from its investing activities. Underlying underwriting gain (loss) is also deemed to be a non-GAAP financial measure, and represents pretax underwriting gain (loss) excluding catastrophe losses and development-related items. Management believes some investors may find this measure useful to evaluate the profitability, before tax, derived from CNA’s underwriting activities, excluding the impact of catastrophe losses which are unpredictable as to timing and amount, and development-related items as they are not indicative of CNA’s current year underwriting performance. The following tables present a reconciliation of net income attributable to Loews Corporation to core income (loss), underwriting gain (loss) and underlying underwriting gain (loss) for t he years ended December 31, 2025 and 2024 : 52 Table of Contents Year Ended December 31, 2025 Specialty Commercial International Property & Casualty Other Insurance Operations Total (In millions) Net income (loss) attributable to Loews Corporation $ 564 $ 723 $ 188 $ 1,475 $ (302) $ 1,173 Investment losses 22 32 2 56 8 64 Noncontrolling interests 51 65 17 133 (28) 105 Core income (loss) $ 637 $ 820 $ 207 $ 1,664 $ (322) $ 1,342 Less: Net investment income 650 775 156 1,581 Non-insurance warranty revenue 51 51 Other revenue (expense), including interest expense (55) (12) 13 (54) Income tax expense on core income (173) (215) (77) (465) Underwriting gain 164 272 115 551 Effect of catastrophe losses 217 23 240 Effect of unfavorable (favorable) development-related items 37 52 (25) 64 Underlying underwriting gain $ 201 $ 541 $ 113 $ 855 Year Ended December 31, 2024 Net income (loss) attributable to Loews Corporation $ 608 $ 603 $ 140 $ 1,351 $ (472) $ 879 Investment (gains) losses 31 44 75 (11) 64 Pension settlement transaction losses 293 293 Noncontrolling interests 55 55 13 123 (43) 80 Core income (loss) $ 694 $ 702 $ 153 $ 1,549 $ (233) $ 1,316 Less: Net investment income 626 733 131 1,490 Non-insurance warranty revenue 62 62 Other expense, including interest expense (53) (14) (10) (77) Income tax expense on core income (190) (188) (44) (422) Underwriting gain 249 171 76 496 Effect of catastrophe losses 318 40 358 Effect of favorable development-related items (8) (6) (14) Underlying underwriting gain $ 241 $ 489 $ 110 $ 840 53 Table of Contents Property & Casualty Operations The following tables summarize the results of CNA’s Property & Casualty Operations and provides the components to reconcile the combined ratio and loss ratio to the underlying combined ratio and underlying loss ratio for the years ended December 31, 2025 and 2024. Year Ended December 31, 2025 Specialty Commercial International Total (In millions, except %) Net written premiums 3,515 5,821 1,347 10,683 Net earned premiums 3,472 5,695 1,311 10,478 Underwriting gain 164 272 115 551 Net investment income 650 775 156 1,581 Core income 637 820 207 1,664 Other performance metrics: Loss ratio 61.5 % 67.9 % 58.4 % 64.6 % Expense ratio 33.5 26.8 32.8 29.7 Dividend ratio 0.3 0.5 0.4 Combined ratio 95.3 % 95.2 % 91.2 % 94.7 % Less: Effect of catastrophe impacts 3.8 1.8 2.3 Less: Effect of unfavorable (favorable) development- related items 1.1 0.9 (1.9) 0.6 Underlying combined ratio 94.2 % 90.5 % 91.3 % 91.8 % Underlying loss ratio 60.4 % 63.2 % 58.5 % 61.7 % Rate 3 % 5 % (4) % 3 % Renewal premium change 4 6 (1) 4 Retention 86 82 86 83 New business $ 487 $ 1,491 $ 370 $ 2,348 Year Ended December 31, 2024 Net written premiums 3,445 5,469 1,262 10,176 Net earned premiums 3,361 5,158 1,256 9,775 Underwriting gain 249 171 76 496 Net investment income 626 733 131 1,490 Core income 694 702 153 1,549 Other performance metrics: Loss ratio 59.5 % 68.3 % 60.9 % 64.3 % Expense ratio 32.8 27.9 33.1 30.2 Dividend ratio 0.3 0.5 0.4 Combined ratio 92.6 % 96.7 % 94.0 % 94.9 % Less: Effect of catastrophe impacts 6.2 3.2 3.6 Less: Effect of favorable development-related items (0.3) (0.1) (0.4) (0.2) Underlying combined ratio 92.9 % 90.6 % 91.2 % 91.5 % Underlying loss ratio 59.8 % 62.2 % 58.1 % 60.9 % Rate 1 % 6 % (1) % 4 % Renewal premium change 2 7 5 Retention 89 84 82 85 New business $ 462 $ 1,512 $ 288 $ 2,262 54 Table of Contents 2025 Compared with 2024 Net written premiums for Specialty increased $70 million in 2025 as compared with 2024 driven by rate partially offset by lower retention. The increase in net earned premiums was consistent with the trend in net written premiums for Specialty. Net written premiums for Commercial increased $352 million in 2025 as compared with 2024 driven by favorable renewal premium change, inclusive of rate, partially offset by lower retention. The increase in net earned premiums was consistent with the trend in net written premiums for Commercial. Net written premiums for International increased $85 million in 2025 as compared with 2024. Excluding the effect of foreign currency exchange rates, net written premiums increased $76 million in 2025 as compared with 2024 driven by higher new business partially offset by lower rate. The increase in net earned premiums was consistent with the trend in net written premiums for International. Core income increased $115 million in 2025 as compared with 2024 primarily due to higher underwriting income and net investment income. Catastrophe losses were $240 million in 2025 as compared with $358 million in 2024. Catastrophe losses for 2025 and 2024 were driven by severe weather related events, including $64 million for the California wildfires in 2025 and $71 million for Hurricane Helene and $33 million for Hurricane Milton in 2024. For 2025 and 2024, Specialty had no catastrophe losses, Commercial had catastrophe losses of $217 million and $318 million and International had catastrophe losses of $23 million and $40 million. Unfavorable net prior year loss reserve development for Property & Casualty Operations of $51 million and favorable net prior year loss reserve development of $31 million was recorded in 2025 and 2024. In 2025 and 2024, Specialty recorded unfavorable net prior year loss reserve development of $37 million and favorable net prior year loss reserve development of $9 million, Commercial recorded unfavorable net prior year loss reserve development of $39 million and favorable net prior year loss reserve development of $16 million and International recorded favorable net prior year loss reserve development of $25 million and $6 million. Further information on net prior year loss reserve development is included in Note 7 of the Notes to Consolidated Financial Statements included under Item 8. Specialty’s combined ratio increased 2.7 points in 2025 as compared with 2024 due to a 2.0 point increase in the loss ratio and a 0.7 point increase in the expense ratio. The increase in the loss ratio was due to unfavorable net prior year loss reserve development recorded in 2025 and an increase in the underlying loss ratio, primarily driven by continued pricing pressure in management liability lines. The increase in the expense ratio was driven by higher employee related costs and a non-recurring technology charge partially offset by higher net earned premiums. Commercial’s combined ratio improved 1.5 points in 2025 as compared with 2024 due to a 1.1 point improvement in the expense ratio and a 0.4 point improvement in the loss ratio. The improvement in the expense ratio was primarily driven by higher net earned premiums and a lower acquisition ratio. The improvement in the loss ratio was driven by lower catastrophe losses, which were 3.8 points of the loss ratio in 2025, as compared with 6.2 points of the loss ratio in 2024 partially offset by unfavorable net prior year loss reserve development and an increase in the underlying loss ratio related to social inflation impacted lines. International’s combined ratio improved 2.8 points in 2025 as compared with 2024 due to a 2.5 point improvement in the loss ratio and a 0.3 point improvement in the expense ratio. The improvement in the loss ratio was primarily driven by higher favorable net prior year loss reserve development and lower catastrophe losses, which were 1.8 points of the loss ratio for 2025 , as compared with 3.2 points of the loss ratio for 2024. The improvement in the expense ratio was primarily driven by higher net earned premiums. 55 Other Insurance Operations The following table summarizes the results of CNA’s Other Insurance Operations for the years ended December 31, 2025 and 2024. Years Ended December 31 2025 2024 (In millions) Net earned premiums $ 423 $ 437 Net investment income 976 1,007 Core loss (322) (233) 2025 Compared with 2024 Core results decreased by $89 million in 2025 as compared with 2024. Results in 2025 include a $106 million after-tax charge related to unfavorable net prior year loss reserve development largely associated with legacy mass tort abuse reserves compared with a $62 million after-tax charge in 2024. The current year also includes an unfavorable non-economic impact related to the A&EP loss portfolio transfer (“LPT”). Both years are inclusive of assumption updates as a result of the annual reserve review completed in the third quarter of each year. In addition, net investment income decreased in 2025 as compared with 2024. The application of retroactive reinsurance accounting to additional cessions to the A&EP LPT resulted in after-tax charges of $36 million in 2025 as compared with an after-tax charge of $6 million in 2024 , both of which have no economic impact. Further information on net prior year loss reserve development and the A&EP LPT is included in Note 7 of the Notes to Consolidated Financial Statements included under Item 8. The cash flow assumption updates from the annual reserve review for 2025 and 2024 resulted in a pretax increase in long-term care reserves of $7 million and $15 million. The annual structured settlement reserve review resulted in a pretax increase in claim reserves of $2 million for 2025 and a reduction in claim reserves of $9 million for 2024 . Results in 2024 included a $16 million after-tax charge related to office consolidation. Boardwalk Pipelines Overview Boardwalk Pipelines operates in the midstream portion of the natural gas and natural gas liquids (“NGLs”) industry, providing transportation and storage for those commodities. It also provides ethane supply and transportation services for petrochemical customers in Louisiana and Texas. Boardwalk Pipelines is not in the business of buying and selling natural gas and NGLs other than for system management purposes and to facilitate its ethane supply operations, but changes in natural gas and NGLs prices may impact the volumes of natural gas or NGLs transported and stored by its customers or the ethane supply requirements on its systems. The pricing contained in the purchase and sales agreements associated with the ethane supply services is generally based on the same ethane commodity index, plus a fixed delivery fee. Except for possible timing differences that may occur when volumes are purchased in one month and sold in another month, Boardwalk Pipelines’ ethane supply services, like its other businesses, have little to no direct commodity price exposure. Due to the capital-intensive nature of its business, Boardwalk Pipelines’ operating costs and expenses do not vary significantly based upon the volume of products tran sported, with the exception of costs recorded in costs associated with service revenues. For further information on Boardwalk Pipelines’ revenue recognition policies see Note 1 of the Notes to Consolidated Financial Statements included under Item 8. Boardwalk Pipelines’ operation and maintenance expenses are impacted by its compliance with the requirements of, among other regulations, pipeline integrity maintenance regulations and its efforts to monitor, control and reduce emissions, as further discussed below. Firm Agreements A substantial portion of Boardwalk Pipelines’ transportation and storage capacity is contracted for under firm agreements. For the year ended December 31, 2025, approximately 87% of Boardwalk Pipelines’ revenues were derived from capacity reservation fees under firm contracts or from contracts with minimum volume commitments. The table below shows a rollforward of projected operating revenues under committed firm agreements in place as of December 31, 56 Table of Contents 2024 to December 31, 2025, including agreements for transportation, storage, ethane supply and other services, over the remaining term of those agreements: As of December 31, 2025 (In millions) Total projected operating revenues under committed firm agreements as of December 31, 2024 $ 14,184 Adjustments for: Actual revenues recognized from firm agreements in 2025 (a) (1,639) Firm agreements entered into in 2025 7,011 Total projected operating revenues under committed firm agreements as of December 31, 2025 $ 19,556 (a) Reflects an increase of $128 million in Boardwalk Pipelines’ actual 2025 revenues recognized from fixed fees under firm agreements as compared with its expected 2025 revenues from fixed fees under firm agreements, including agreements for transportation, storage and other services as of December 31, 2024, primarily due to an increase from contract renewals at higher rates that occurred in 2025. During 2025 , Boardwalk Pipelines entered into $7.0 billion of new firm agreements, of which approximately 82% were associated with new growth projects executed in 2025. For firm agreements associated with new growth projects, the associated assets may not be placed into commercial service until sometime in the future. The table above includes $9.9 billion of estimated revenues that are anticipated under executed precedent or long-term firm transportation agreements for growth projects that are contingent upon, among other things, receipt of required regulatory approvals and permits and are subject to construction risk. Each year, a portion of Boardwalk Pipelines’ firm transportation and storage agreements expire. The rates Boardwalk Pipelines is able to charge customers are heavily influenced by market trends (both short and longer term), including the available supply, geographical location of natural gas production, the competition between producing basins, competition with other pipelines for supply and markets, the demand for gas by end-users such as electric power generators (including as a result of increased demand by AI data centers), petrochemical facilities and LNG export facilities and the price differentials between the gas supplies and the market demand for the gas (basis differentials). As of December 31, 2025, Boardwalk Pipelines’ top ten customers under committed firm agreements comprised approximately 66% of its total projected operating revenues and the credit profile associated with Boardwalk Pipelines’ customers comprising the total projected operating revenues under committed firm agreements was 87% rated as investment grade, 2% rated as non-investment grade and 11% not rated. Pipeline System Maintenance and Greenhouse Gases (“GHGs”) Emission Reduction Initiatives Boardwalk Pipelines incurs substantial costs for ongoing maintenance of its pipeline systems and related facilities, including those incurred for pipeline integrity management activities, equipment overhauls, general upkeep and repairs. These costs are not dependent on the amount of revenues earned from its transportation services. PHMSA’s regulations require transportation pipeline operators to implement integrity management programs to comprehensively evaluate certain high-risk areas, known as HCAs, and MCAs, along pipelines and take additional safety measures to protect people and property in these areas. These regulations have resulted in an overall increase in Boardwalk Pipelines’ ongoing maintenance costs, including maintenance capital and maintenance expense. Refer to Item 1. Business of this Report for further discussion of these regulations. Due to the nature of Boardwalk Pipelines’ business, its operations emit various types of GHGs. Boardwalk Pipelines seeks to monitor its emissions and expects to incur additional costs to mitigate emissions. New legislation or regulations could increase the costs related to operating and maintaining Boardwalk Pipelines’ facilities. Depending on the particular law, regulation or program, Boardwalk Pipelines could be required to incur capital expenditures for installing new monitoring equipment or emission controls on its facilities, acquire and surrender allowances for GHG emissions, pay taxes or fees related to GHG emissions and/or administer and manage a more comprehensive GHG emissions program. Boardwalk Pipelines has been focused on seeking to meet and, in certain instances, pursuing projects aimed at exceeding regulatory obligations (such as those found in the Clean Air Act (“CAA”)) by working to reduce emissions of regulated air pollutants, including methane, associated with its pipeline transportation and storage assets. PHMSA regulations and efforts to reduce GHG emissions have caused Boardwalk Pipelines’ capital and operating costs to increase since 2021. Those costs are expected to stabilize for the foreseeable future, though PHMSA regulations and 57 Table of Contents such efforts may cause Boardwalk Pipelines to experience operational delays and may result in potential adverse impacts to its ability to grow its business and reliably serve its customers. Additionally, any changes to these regulations could cause Boardwalk Pipelines’ costs to increase in the future. For more information, see Item 1. Business and Item 1A. Risk Factors of this Report. Maintenance costs may be capitalized or expensed, depending on the nature of the activities. For any given reporting period, the mix of projects that Boardwalk Pipelines undertakes will affect the amounts it records as property, plant and equipment on the Consolidated Balance Sheets or recognizes as expenses, which impact earnings. In 2026, Boardwalk Pipelines expects to spend approximately $530 million to maintain its pipeline systems, comply with regulations and monitor, control and reduce its GHG emissions, of which approximately $225 million is expected to be maintenance capital. In 2025, Boardwalk Pipelines spent $516 million on these matters, of which $194 million was recorded as maintenance capital. Results of Operations The following table summarizes the results of operations for Boardwalk Pipelines for the years ended December 31, 2025 and 2024 as presented in Note 19 of the Notes to Consolidated Financial Statements included under Item 8. Boardwalk Pipelines also utilizes a non-GAAP measure, earnings before interest, income tax expense, depreciation and amortization (“EBITDA”) as a financial measure to assess its operating and financial performance and return on invested capital. Management believes some investors may find this measure useful in evaluating Boardwalk Pipelines’ performance as EBITDA is a commonly used metric within the midstream industry. Year Ended December 31 2025 2024 (In millions) Revenues: Operating revenues and other $ 2,310 $ 2,034 Interest income 14 31 Total 2,324 2,065 Expenses: Operating and other: Operating costs and expenses 1,136 948 Depreciation and amortization 443 429 Interest 161 183 Total 1,740 1,560 Income before income tax 584 505 Income tax expense (140) (92) Net income attributable to Loews Corporation $ 444 $ 413 EBITDA $ 1,174 $ 1,086 2025 Compared with 2024 Net income attributable to Loews Corporation and EBITDA increased $31 million and $88 million in 2025 as compared with 2024 , primarily due to the reasons discussed below. Total revenues increased $259 million in 2025 as compared with 2024. Boardwalk Pipelines’ transportation revenues increased $104 million, primarily due to re-contracting at higher rates, recently completed growth projects and higher utilization-based revenue; storage, parking and lending revenues increased $35 million due to favorable market conditions which allowed for contracting at higher rates; and product sales revenues increased $137 million primarily from higher volumes from the sale of ethane due to a customer outage in 2024, which impacted 2024 volumes, and higher ethane pricing in 2025. Operating and other expenses increased $202 million in 2025 as compared with 2024, primarily from higher product costs of $137 million associated with increased ethane product sales; increased operation and maintenance costs of $12 million primarily due to higher maintenance project, employee-related, pipeline legal and utility costs; increased general 58 Table of Contents and administrative expenses of $14 million primarily due to higher employee-related and outside service costs; increased depreciation and amortization expense of $14 million; increased property taxes of $8 million due to higher assessments and an increased asset base; and a 2024 gain from a contract settlement of $7 million. Interest expenses decreased $22 million in 2025 as compared with 2024, primarily due to the pre-financing of Boardwalk Pipeline’s $600 million of debt that matured on December 15, 2024. Income tax expense increased $48 million in 2025 as compared with 2024, primarily due to a $36 million income tax benefit recorded in 2024 from an adjustment to deferred state income taxes for a rate reduction effective in 2025. Non-GAAP Reconciliation of Net Income Attributable to Loews Corporation to EBITDA The following table reconciles net income attributable to Loews Corporation to EBITDA for the years ended December 31, 2025 and 2024 : Year Ended December 31 2025 2024 (In millions) Net income attributable to Loews Corporation $ 444 $ 413 Interest, net 147 152 Income tax expense 140 92 Depreciation and amortization 443 429 EBITDA $ 1,174 $ 1,086 Loews Hotels & Co The following table summarizes the results of operations for Loews Hotels & Co for the years ended December 31, 2025 and 2024 as presented in Note 19 of the Notes to Consolidated Financial Statements included under Item 8: Year Ended December 31 2025 2024 (In millions) Revenues: Operating revenue $ 818 $ 806 Revenues related to reimbursable expenses 127 127 Total 945 933 Expenses: Operating and other 674 653 Asset impairments 25 Reimbursable expenses 127 127 Depreciation and amortization 100 93 Equity income from joint ventures (102) (86) Interest 69 51 Total 893 838 Income before income tax 52 95 Income tax expense (21) (25) Net income attributable to Loews Corporation $ 31 $ 70 59 Table of Contents 2025 Compared with 2024 Net income attributable to Loews Corporation decreased by $39 million in 2025 as compared with 2024 primarily due to the reasons discussed below . Operating revenues improved by $12 million and operating and other expenses increased by $21 million in 2025 as compared with 2024. The increase in operating revenues was primarily due to higher average daily rates and higher food and beverage revenues, largely driven by the Loews Arlington Hotel and Convention Center being open for the entirety of 2025, partially offset by a decline in operating revenues at the Loews Miami Beach Hotel due to renovations. The increase in operating and other expenses was primarily due to higher costs associated with the Loews Arlington Hotel and Convention Center and the termination of a contract with a minority owner in the first quarter of 2025. Equity income from joint ventures increased $16 million in 2025 as compared to 2024. Equity income from joint ventures was negatively impacted by i mpairment charges recorded at certain joint venture hotels, which reduced equity income by $9 million in 2025 and by $19 million in 2024. Excluding the impact of these charges, equity income from joint ventures increased $6 million . The increase was primarily driven by growth in the overall average daily rate and an increase in the number of occupied room nights at the Universal Orlando Resort hotels, including those attributable to the three new hotels that opened in the first half of 2025, partially offset by higher expenses, including pre-opening costs, depreciation and interest expense, related to these new hotels, as well as a reduction in net distributions, which reduced earnings at a Universal Orlando Resort joint venture, to support property improvement costs. In 2025 , Loews Hotels & Co recorded an impairment charge of $ 25 million to reduce the carrying value of certain assets related to the planned replacement of the Arlington Sheraton Hotel to their estimated fair value. Depreciation and amortization expense increased $7 million in 2025 as compared with 2024, mainly due to the Loews Arlington Hotel and Convention Center being open for the entirety of 2025 and the accelerated depreciation of assets being replaced by renovations at certain properties. Interest expense for 2025 increased $18 million as compared with 2024 primarily due to lower capitalized interest on projects under development and higher interest rates on certain debt refinanced in 2024 . Corporate Corporate operations consist primarily of investment income, interest expense and administrative costs at the Parent Company. Investment income includes earnings on cash and short-term investments held at the Parent Company to meet current and future liquidity needs, as well as results of the trading portfolio held at the Parent Company. Corporate also includes the equity method of accounting for Altium Packaging. The following table summarizes the results of operations for Corporate for the years ended December 31, 2025 and 2024 as presented in Note 19 of the Notes to Consolidated Financial Statements included under Item 8: Year Ended December 31 2025 2024 (In millions) Revenues: Net investment income $ 196 $ 242 Expenses: Operating and other 69 77 Equity method loss 28 28 Interest 72 74 Total 169 179 Income before income tax 27 63 Income tax expense (8) (11) Net income attributable to Loews Corporation $ 19 $ 52 60 Table of Contents 2025 Compared with 2024 Net income attributable to Loews Corporation decreased $33 million in 2025 as compared with 2024 primarily due to the decrease in net investment income for the Parent Company of $46 million in 2025 as compared with 2024 primarily due to results from the trading portfolio. LIQUIDITY AND CAPITAL RESOURCES Parent Company Parent Company cash and investments, net of receivables and payables, totaled $3.9 billion at December 31, 2025 as compared to $3.3 billion at December 31, 2024. In 2025 , we received $1.5 billion in cash dividends from our subsidiaries: $954 million from CNA, including a special cash dividend of $497 million, and distributions of $500 million from Boardwalk Pipelines. Cash outflows in 2025 included the payment of $806 million to fund treasury stock purchases and $52 million of cash dividends to our shareholders. In the first quarter of 2026, we expect to receive cash dividends of $616 million from CNA and $75 million from Boardwalk Pipelines. As a holding company we depend on dividends from our subsidiaries and returns on our investment portfolio to fund our obligations. We also have an effective shelf registration statement on file with the Securities and Exchange Commission (“SEC”) under which we may publicly issue an unspecified amount of our debt, equity or hybrid securities from time to time. We are not responsible for the liabilities and obligations of our subsidiaries and there are no Parent Company guarantees. Depending on market and other conditions, we may purchase shares of our and our subsidiaries outstanding common stock in the open market (including, with respect to our common stock, in open market transactions that may or may not satisfy all of the conditions of the Rule 10b-18 voluntary safe harbor), in privately negotiated transactions or otherwise. In 2025 , we purchased 8.9 million shares of Loews Corporation com mon stock. As of February 6, 2026 , there were 206,052,874 shares of Loews Corporation common stock outstanding. Loews Corporation has a corporate credit and senior debt rating of A with a stable outlook from S&P Global Ratings (“S&P”) and a senior debt rating of A3 with a stable outlook from Moody’s Investors Service (“Moody’s”). Future uses of our cash may include purchases of our and our subsidiaries’ outstanding common stock, dividends, investing in our subsidiaries and/or to make opportunistic investments. The declaration and payment of future dividends to holders of our common stock will be at the discretion of our Board of Directors and will depend on many factors, including our earnings, financial condition and business needs. Subsidiaries CNA’s cash provided by operating activities was $2.5 billion in 2025 as compared with $2.6 billion in 2024. The decrease in cash provided by operating activities was driven by an increase in net claim payments and higher operating expenses, partially offset by an increase in premiums collected and higher cash from investment earnings. CNA paid cash dividends of $3.84 per share on its common stock, including a special cash dividend of $2.00 per share, in 2025 . On February 6, 2026, CNA’s Board of Directors declared a quarterly cash dividend of $0.48 per share and a special cash dividend of $2.00 per share, payable March 12, 2026 to shareholders of record on February 23, 2026. CNA’s declaration and payment of future dividends is at the discretion of its Board of Directors and will depend on many factors, including CNA’s earnings, financial condition, business needs and regulatory constraints. CNA believes that its present cash flows from operating, investing and financing activities are sufficient to fund its current and expected working capital and debt obligation needs and does not expect this to change in the near term. Dividends to CNA from Continental Casualty Company (“CCC”), a subsidiary of CNA, are subject to the insurance holding company laws of the State of Illinois, the domiciliary state of CCC. Under these laws, ordinary dividends, or dividends that do not require prior approval by the Illinois Department of Insurance (the “Department”), are determined based on the greater of the prior year’s statutory net income or 10% of statutory surplus as of the end of the prior year, as well as the timing and amount of dividends paid in the preceding 12 months. Additionally, ordinary dividends may only be paid from earned surplus, which is calculated by removing unrealized gains from unassigned surplus. As of December 31, 2025, CCC was in a positive earned surplus position. The maximum allowable dividend CCC could pay during 2026 that would not be subject to the Department’s prior approval is $1.3 billion , less dividends paid during the preceding twelve months measured at that point in time. CCC paid dividends of $1.1 billion in 2025 . The actual level of dividends paid in any year is determined after an assessment of available dividend capacity, holding company liquidity and cash needs as well as the impact the dividends will have on the statutory surplus of the applicable insurance company. 61 Table of Contents In August of 2025 , CNA completed a public offering of $500 million aggregate principal amount of its 5.2% senior notes due August 15, 2035 and redeemed the $500 million outstanding aggregate principal balance of its 4.5% senior notes in advance of the March 1, 2026 maturity date. CNA has an insurer financial strength rating of A+ and senior debt rating of a- from A.M. Best Company (“A.M. Best”), an insurer financial strength rating of A2 and senior debt rating of Baa2 from Moody’s, an insurer financial strength rating of A+ and senior debt rating of A- from S&P and an insurer financial strength rating of A+ and senior debt rating of BBB+ from Fitch. A.M. Best upgraded CNA’s insurer financial strength and senior debt ratings and revised the outlook on the ratings to stable from positive in December 2025. Moody’s maintains a positive outlook on CNA’s ratings after revising it to positive from stable in November 2024. S&P and Fitch maintain stable outlooks across CNA’s insurer financial strength and senior debt ratings. CNA has an effective shelf registration statement on file with the SEC under which it may publicly issue an unspecified amount of debt, equity or hybrid securities from time to time. Boardwalk Pipelines’ cash provided by operating activities increased $142 million in 2025 compared to 2024, primarily due to changes in net income. For 2025 and 2024, Boardwalk Pipelines’ capital expenditures were $354 million and $392 million, consisting of growth capital expenditures of $160 million and $190 million and maintenance capital expenditures of $194 million and $202 million. See Boardwalk Pipelines: Pipeline System Maintenance and GHGs Emission Reduction Initiatives in this MD&A for further information about factors impacting Boardwalk Pipelines’ maintenance capital spending. Boardwalk Pipelines expects total capital expenditures to be approximately $845 million in 2026, including approximately $225 million for maintenance capital and $620 million related to growth projects. As described in Boardwalk Pipelines: Current Growth Projects in Item 1. Business of this Report, Boardwalk Pipelines is currently engaged in growth projects for which it has executed precedent or long-term firm transportation agreements. Through the date of this filing, the expected aggregate construction costs associated with these agreements is approximately $3.3 billion; this cost is expected to be spent through 2030. As of December 31, 2025, Boardwalk Pipelines has spent $135 million on these growth projects. The majority of the capital expenditures for each of these projects is expected to be spent upon receiving FERC approval to begin construction, which is generally 12-18 months prior to the project’s expected in-service date. Boardwalk Pipelines is also evaluating additional growth projects involving substantial capital commitments. Boardwalk Pipelines expects to finance its growth projects through a combination of operating cash flows and the issuance of long-term debt, including borrowings under its revolving credit facility. Boardwalk Pipelines’ cost and timing estimates for its growth projects are subject to a variety of risks and uncertainties, and are based on the factors, described in Boardwalk Pipelines: Current Growth Projects in Item 1. Business of this Report. Actual costs and timing of in-service dates for Boardwalk Pipelines’ growth projects may differ, perhaps materially, from its estimates. Refer to Part I, Item 1A, Risk Factors of this Annual Report on Form 10-K for additional risks associated with Boardwalk Pipelines’ growth projects and the related financing. The nature of Boardwalk Pipelines’ existing growth projects will require it to enhance or modify its existing assets to accommodate increased operating pressures or changing flow patterns. Boardwalk Pipelines considers capital expenditures associated with the modification or enhancement of existing assets in the context of a growth project to be growth capital to the extent that the modification would not have been made in the absence of the growth project without regard to the condition of the existing assets. Additionally, as of December 31, 2025, Boardwalk Pipelines has future capital commitments comprised of binding commitments under purchase orders for materials ordered but not received totaling approximately $355 million, which are expected to be settled through 2028. As of February 6, 2026, Boardwalk Pipelines has an effective shelf registration statement on file with the SEC, which expires in September 2026, under which it may publicly issue up to $350 million of debt securities, warrants or rights from time to time. Boardwalk Pipelines intends to update its shelf registration statement and access the debt markets to fund some or all capital expenditures for growth projects or acquisitions, to refinance maturing debt or for general partnership purposes. Boardwalk Pipelines believes that its existing capital resources, including its cash, cash equivalents and short-term investments, revolving credit facility and cash flows from operating activities, will be adequate to fund its anticipated obligations over the next twelve months. In November of 2025, Boardwalk Pipelines completed a public offering of $550 million aggregate principal amount of its 5.4% senior notes due February 15, 2036, the proceeds of which will be used to redeem on March 1, 2026 the outstanding $550 million aggregate principal amount of its 6.0% debt due June 1, 2026 at a redemption price equal to par 62 Table of Contents plus accrued and unpaid interest. As of December 31, 2025, Boardwalk Pipelines had no outstanding borrowings under its revolving credit facility and the full borrowing capacity of $1.0 billion available to it. In November 2025, Boardwalk Pipelines amended and restated its $1.0 billion revolving credit facility, extending the term to November 2030. In 2025, Boardwalk Pipelines paid distributions of $500 million to the Company. Boardwalk Pipelines has a senior debt rating of BBB with a stable outlook from S&P, a senior debt rating of Baa2 with a stable outlook from Moody’s and a senior debt rating of BBB with a stable outlook from Fitch. In 2025, Loews Hotels & Co refinanced $363 million in loans. Loews Hotels & Co, through its subsidiaries, has loans, principally mortgage loans, all of which mature beyond twelve months as of December 31, 2025 , which it may refinance before they mature. Refinancing any indebtedness, including loans of unconsolidated joint venture partnerships, may require Loews Hotels & Co to make principal pay downs, establish restricted cash reserves or provide guaranties of the subsidiary’s debt. In 2025, Loews Hotels & Co acquired all the remaining outstanding noncontrolling equity interests of two owned and consolidated hotels for a total of $41 million. In January 2026 Loews Hotels & Co announced the replacement of the existing Arlington Sheraton Hotel with the Americana by Loews Hotels in Arlington, Texas. Loews Hotels & Co wholly owns the Arlington Sheraton Hotel but did not manage the hotel as Loews Hotels & Co leased the hotel to an unrelated third party. The new hotel, which Loews Hotels & Co will wholly own and manage, is expected to open in 2029 with approximately 500 guestrooms and more than 83,000 square feet of total indoor and outdoor function space. The approximately $400 million hotel project is expected to be funded with cash from operations. Based on the timing of construction relative to the seasonality of Loews Hotels & Co’s business and restrictions on certain cash held by Loews Hotels & Co, a Loews Corporation capital contribution may be required to fund all or part of the construction costs. 63 Table of Contents Cont ractual Obligations We and our subsidiaries have contractual obligations which arise in the ordinary course of business. For a discussion regarding the obligations related to our and our subsidiaries long-term debt see Note 11 of the Notes to Consolidated Financial Statements included under Item 8. For contractual payment obligations related to the claim and claim adjustment expense reserves and future policy benefit reserves see the table below: Payments Due by Period December 31, 2025 Total Less than 1 year 1-3 years 3-5 years More than 5 years (In millions) Claim and claim adjustment expense reserves (a) $ 27,111 $ 5,983 $ 7,362 $ 4,145 $ 9,621 Future policy benefit reserves (b) 26,880 862 1,633 1,793 22,592 (a) The claim and claim adjustment expense reserves reflected above are not discounted and represent CNA’s estimate of the amount and timing of the ultimate settlement and administration of gross claims based on its assessment of facts and circumstances known as of December 31, 2025. See the Insurance Reserves section of this MD&A for further information. (b) The future policy benefit reserves reflected above are not discounted, include maintenance costs, represent CNA’s estimate of the ultimate amount and timing of the settlement of benefits net of expected premiums and are based on its assessment of facts and circumstances known as of December 31, 2025. Additional information on future policy benefit reserves is included in Note 1 of the Notes to Consolidated Financial Statements included under Item 8. Further information on our commitments, contingencies and guarantees is provided in the Notes to Consolidated Financial Statements included under Item 8. INVESTMENTS Investment activities of our non-insurance subsidiaries primarily consist of investments in fixed income securities, including short-term investments. The Parent Company portfolio also includes equity securities, including short sales and derivative instruments. Certain of these types of Parent Company investments generally have greater volatility, less liquidity and greater risk than fixed income investments and are included within Results of Operations – Corporate. The Parent Company enters into short sales and invests in certain derivative instruments that are used for asset and liability management activities, income enhancements to its portfolio management strategy and to benefit from anticipated future movements in the underlying markets. If such movements do not occur as anticipated, significant losses may occur. Monitoring procedures include senior management review of daily reports of existing positions and valuation fluctuations to seek to ensure that open positions are consistent with the portfolio strategy. Credit exposure associated with non-performance by counterparties to derivative instruments is generally limited to the uncollateralized change in fair value of the derivative instruments recognized in the Consolidated Balance Sheets. The risk of non-performance is mitigated by monitoring the creditworthiness of counterparties and diversifying derivatives by using multiple counterparties. Collateral is occasionally required from derivative investment counterparties depending on the amount of the exposure and the credit rating of the counterparty. Insurance CNA maintains a large portfolio of fixed maturity and equity securities, including large amounts of corporate and government issued debt securities, residential and commercial mortgage-backed securities, other asset-backed securities and investments in limited partnerships which pursue a variety of long and short investment strategies across a broad array of asset classes. CNA’s investment portfolio supports its obligation to pay future insurance claims and provides investment returns which are an important part of CNA’s overall profitability. 64 Table of Contents Net Investment Income The significant components of CNA’s net investment income are presented in the following table. Fixed income securities, as presented, include both fixed maturity securities and non-redeemable preferred stock. Year Ended December 31 2025 2024 (In millions) Fixed income securities: Taxable fixed income securities $ 2,012 $ 1,940 Tax-exempt fixed income securities 165 144 Total fixed income securities 2,177 2,084 Limited partnership and common stock investments 302 320 Other, net of investment expense 78 93 Net investment income $ 2,557 $ 2,497 Effective income yield for the fixed income securities portfolio 4.9 % 4.8 % Limited partnership and common stock return for the period 11.1 % 13.3 % CNA’s net investment income increased $60 million in 2025 as compared with 2024, driven by higher income from fixed income securities as a result of a larger invested asset base and favorable reinvestment rates, partially offset by lower common stock returns. Investment Gains (Losses) The components of CNA’s investment gains (losses) are presented in the following table: Year Ended December 31 2025 2024 (In millions) Investment gains (losses): Fixed maturity securities: Corporate and other bonds $ (64) $ (57) States, municipalities and political subdivisions (1) 1 Asset-backed (18) (46) Total fixed maturity securities (83) (102) Non-redeemable preferred stock 7 21 Derivatives, short-term and other (5) Total investment losses (81) (81) Income tax benefit 17 17 Amounts attributable to noncontrolling interests 5 5 Investment losses attributable to Loews Corporation $ (59) $ (59) CNA’s pretax investment losses were consistent with 2024 as lower impairment losses were offset by a lower favorable change in the fair value of non-redeemable preferred stock and higher net losses on disposals of fixed maturity securities. Further information on CNA’s investment gains and losses is set forth in Note 3 of the Notes to Consolidated Financial Statements included under Item 8. 65 Table of Contents Portfolio Quality The following table presents the estimated fair value and net unrealized gains (losses) of CNA’s fixed maturity securities by rating distribution: December 31, 2025 December 31, 2024 Estimated Fair Value Net Unrealized Gains (Losses) Estimated Fair Value Net Unrealized Gains (Losses) (In millions) U.S. Government, Government agencies and Government-sponsored enterprises $ 3,274 $ (228) $ 2,936 $ (369) AAA 3,997 (136) 3,010 (217) AA 7,001 (428) 6,369 (567) A 11,167 (140) 10,260 (379) BBB 16,249 (223) 16,757 (729) Non-investment grade 1,714 (42) 1,779 (64) Total $ 43,402 $ (1,197) $ 41,111 $ (2,325) As of December 31, 2025 and 2024, 1% of CNA’s fixed maturity portfolio was rated internally. Additionally, as of December 31, 2025 and 2024, CNA assigned an AAA rating to $661 million and $199 million of municipal bonds that were either pre-refunded or backed by mortgage loans guaranteed by a U.S. government agency or sponsored enterprise. The following table presents CNA’s available-for-sale fixed maturity securities in a gross unrealized loss position by ratings distribution: December 31, 2025 Estimated Fair Value Gross Unrealized Losses (In millions) U.S. Government, Government agencies and Government-sponsored enterprises $ 1,980 $ 267 AAA 1,376 243 AA 3,827 623 A 5,025 440 BBB 7,758 639 Non-investment grade 678 74 Total $ 20,644 $ 2,286 66 Table of Contents The following table presents the maturity profile for these available-for-sale fixed maturity securities. Securities not due to mature on a single date are allocated based on weighted average life: December 31, 2025 Estimated Fair Value Gross Unrealized Losses (In millions) Due in one year or less $ 821 $ 11 Due after one year through five years 5,277 224 Due after five years through ten years 5,752 607 Due after ten years 8,794 1,444 Total $ 20,644 $ 2,286 Duration A primary objective in the management of CNA’s investment portfolio is to optimize return relative to the corresponding liabilities and respective liquidity needs. CNA’s views on the current interest rate environment, tax regulations, asset class valuations, specific security issuer and broader industry segment conditions as well as domestic and global economic conditions, are some of the factors that enter into an investment decision. CNA also continually monitors exposure to issuers of securities held and broader industry sector exposures and may from time to time adjust such exposures based on its views of a specific issuer or industry sector. A further consideration in the management of CNA’s investment portfolio is the characteristics of the corresponding liabilities and the ability to align the duration of the portfolio to those liabilities and to meet future liquidity needs, minimize interest rate risk and maintain a level of income sufficient to support the underlying insurance liabilities. For portfolios where future liability cash flows are determinable and typically long-term in nature, CNA segregates investments for asset/liability management purposes. The segregated investments support the long-term care and structured settlement liabilities in Other Insurance Operations. The effective durations of CNA’s fixed income securities and short-term investments are presented in the following table. Amounts presented are net of payable and receivable amounts for securities purchased and sold, but not yet settled. December 31, 2025 December 31, 2024 Estimated Fair Value Effective Duration (Years) Estimated Fair Value Effective Duration (Years) (In millions of dollars) Life & Group $ 15,584 9.7 $ 14,915 9.8 Property & Casualty and other 30,716 4.5 28,779 4.3 Total $ 46,300 6.3 $ 43,694 6.2 CNA’s investment portfolio is periodically analyzed for changes in duration and related price risk. Certain securities have duration characteristics that are variable based on market interest rates, credit spreads and other factors that may drive variability in the amount and timing of cash flows. Additionally, CNA periodically reviews the sensitivity of the portfolio to the level of foreign exchange rates and other factors that contribute to market price changes. A summary of these risks and specific analysis on changes is included in the Quantitative and Qualitative Disclosures about Market Risk included under Item 7A. INSURANCE RESERVES The level of reserves CNA maintains represents its best estimate, as of a particular point in time, of what the ultimate settlement and administration of claims will cost based on CNA’s assessment of facts and circumstances known at that time. Reserves are not an exact calculation of liability but instead are complex estimates that CNA derives, generally utilizing a variety of actuarial reserve estimation techniques, from numerous assumptions and expectations about future 67 Table of Contents events, both internal and external, many of which are highly uncertain. As noted below, CNA reviews its reserves for each segment of its business periodically, and any such review could result in the need to increase reserves in amounts which could be material and could adversely affect our results of operations and equity and CNA’s equity, business and insurer financial strength and corporate debt ratings. Further information on reserves is provided in Notes 7 and 8 of the Notes to Consolidated Financial Statements included under Item 8. Property and Casualty Claim and Claim Adjustment Expense Reserves CNA maintains loss reserves to cover its estimated ultimate unpaid liability for claim and claim adjustment expenses, including the estimated cost of the claims adjudication process, for claims that have been reported but not yet settled (case reserves) and claims that have been incurred but not reported (“IBNR”). IBNR includes a provision for development on known cases as well as a provision for late reported incurred claims. Claim and claim adjustment expense reserves are reflected as liabilities and are included on the Consolidated Balance Sheets under the heading “Insurance Reserves.” Adjustments to prior year reserve estimates, if necessary, are reflected in results of operations in the period that the need for such adjustments is determined. The carried case and IBNR reserves as of each balance sheet date are provided in the discussion that follows and in Note 7 of the Notes to Consolidated Financial Statements included under Item 8. There is a risk that CNA’s recorded reserves are insufficient to cover its estimated ultimate unpaid liability for claims and claim adjustment expenses. Unforeseen emerging or potential claims and coverage issues are also difficult to predict and could materially adversely affect the adequacy of CNA’s claim and claim adjustment expense reserves and could lead to future reserve increases. In addition, CNA’s property and casualty insurance subsidiaries also have actual and potential exposures related to A&EP claims, which could result in material losses. To mitigate the risks posed by CNA’s exposure to A&EP claims and claim adjustment expenses, CNA completed a transaction with National Indemnity Company (“NICO”), under which substantially all of CNA’s legacy A&EP liabilities were ceded to NICO effective January 1, 2010. See Note 7 of the Notes to the Consolidated Financial Statements included under Item 8 for further discussion about the transaction with NICO, its impact on CNA’s results of operations and the deferred retroactive reinsurance gains and the amount of remaining reinsurance limit. Establishing Property & Casualty Reserve Estimates In developing claim and claim adjustment expense reserve estimates, CNA’s actuaries perform detailed reserve analyses that are staggered throughout the year. The data is organized at a reserve group level. A reserve group typically can be a line of business covering a subset of insureds such as commercial automobile liability for small or middle market customers, or it can be a particular type of claim such as construction defect. Every reserve group is reviewed at least once during the year, but most are reviewed more frequently. The analyses generally review losses gross of ceded reinsurance and apply the ceded reinsurance terms to the gross estimates to establish estimates net of reinsurance. In addition to the detailed analyses, CNA reviews actual loss emergence for all products each quarter. Most of CNA’s business can be characterized as long-tail. For long-tail business, it will generally be several years between the time the business is written and the time when all claims are settled. CNA’s long-tail exposures include commercial automobile liability, workers’ compensation, general liability, medical professional liability, other professional liability and management liability coverages, assumed reinsurance run-off and products liability. Short-tail exposures include property, commercial automobile physical damage, marine, surety and warranty. Property & Casualty Operations contain both long-tail and short-tail exposures. Other Insurance Operations contain long-tail exposures. Various methods are used to project ultimate losses for both long-tail and short-tail exposures. The paid development method estimates ultimate losses by reviewing paid loss patterns and applying them to accident or policy years with further expected changes in paid losses. Selection of the paid loss pattern may require consideration of several factors including the impact of economic, social and medical inflation on claim costs, the rate at which claims professionals make claim payments and close claims, the impact of judicial decisions, the impact of underwriting changes, the impact of large claim payments and other factors. Claim cost inflation itself may require evaluation of changes in the cost of repairing or replacing property, changes in the cost of medical care, changes in the cost of wage replacement, judicial decisions, legislative changes and other factors. Because this method assumes that losses are paid at a consistent rate, changes in any of these factors can affect the results. Since the method does not rely on case reserves, it is not directly influenced by changes in their adequacy. For many reserve groups, paid loss data for recent periods may be too immature or erratic for accurate predictions. This situation often exists for long-tail exposures. In addition, changes in the factors described above may result in inconsistent 68 Table of Contents payment patterns. Finally, estimating the paid loss pattern subsequent to the most mature point available in the data analyzed often involves considerable uncertainty for long-tail products such as workers’ compensation. The incurred development method is similar to the paid development method, but it uses case incurred losses instead of paid losses. Since the method uses more data (case reserves in addition to paid losses) than the paid development method, the incurred development patterns may be less variable than paid patterns. However, selection of the incurred loss pattern typically requires analysis of all of the same factors described above. In addition, the inclusion of case reserves can lead to distortions if changes in case reserving practices have taken place, and the use of case incurred losses may not eliminate the issues associated with estimating the incurred loss pattern subsequent to the most mature point available. The loss ratio method multiplies earned premiums by an expected loss ratio to produce ultimate loss estimates for each accident or policy year. This method may be useful for immature accident or policy periods or if loss development patterns are inconsistent, losses emerge very slowly or there is relatively little loss history from which to estimate future losses. The selection of the expected loss ratio typically requires analysis of loss ratios from earlier accident or policy years or pricing studies and analysis of inflationary trends, frequency trends, rate changes, underwriting changes and other applicable factors. The Bornhuetter-Ferguson method using paid loss is a combination of the paid development method and the loss ratio method. This method normally determines expected loss ratios similar to the approach used to estimate the expected loss ratio for the loss ratio method and typically requires analysis of the same factors described above. This method assumes that future losses will develop at the expected loss ratio level. The percent of paid loss to ultimate loss implied from the paid development method is used to determine what percentage of ultimate loss is yet to be paid. The use of the pattern from the paid development method typically requires consideration of the same factors listed in the description of the paid development method. The estimate of losses yet to be paid is added to current paid losses to estimate the ultimate loss for each year. For long-tail lines, this method will react very slowly if actual ultimate loss ratios are different from expectations due to changes not accounted for by the expected loss ratio calculation. The Bornhuetter-Ferguson method using incurred loss is similar to the Bornhuetter-Ferguson method using paid loss except that it uses case incurred losses. The use of case incurred losses instead of paid losses can result in development patterns that are less variable than paid patterns. However, the inclusion of case reserves can lead to distortions if changes in case reserving have taken place, and the method typically requires analysis of the same factors that need to be reviewed for the loss ratio and incurred development methods. The frequency times severity method multiplies a projected number of ultimate claims by an estimated ultimate average loss for each accident or policy year to produce ultimate loss estimates. Since projections of the ultimate number of claims are often less variable than projections of ultimate loss, this method can provide more reliable results for reserve groups where loss development patterns are inconsistent or too variable to be relied on exclusively. In addition, this method can more directly account for changes in coverage that affect the number and size of claims. However, this method can be difficult to apply to situations where very large claims or a substantial number of unusual claims result in volatile average claim sizes. Projecting the ultimate number of claims may require analysis of several factors, including the rate at which policyholders report claims to CNA, the impact of judicial decisions, the impact of underwriting changes and other factors. Estimating the ultimate average loss may require analysis of the impact of large losses and claim cost trends based on changes in the cost of repairing or replacing property, changes in the cost of medical care, changes in the cost of wage replacement, judicial decisions, legislative changes and other factors. Stochastic modeling produces a range of possible outcomes based on varying assumptions related to the particular reserve group being modeled. For some reserve groups, CNA uses models which rely on historical development patterns at an aggregate level, while other reserve groups are modeled using individual claim variability assumptions supplied by the claims department. In either case, multiple simulations using varying assumptions are run and the results are analyzed to produce a range of potential outcomes. The results will typically include a mean and percentiles of the possible reserve distribution which aid in the selection of a point estimate. For many exposures, especially those that can be considered long-tail, a particular accident or policy year may not have a sufficient volume of paid losses to produce a statistically reliable estimate of ultimate losses. In such a case, CNA’s actuaries typically assign more weight to the incurred development method than to the paid development method. As claims continue to settle and the volume of paid loss increases, the actuaries may assign additional weight to the paid development method. For most of CNA’s products, even the incurred losses for accident or policy years that are early in the claim settlement process will not be of sufficient volume to produce a reliable estimate of ultimate losses. In these cases, CNA may not assign much, if any, weight to the paid and incurred development methods. CNA may use the loss ratio, Bornhuetter-Ferguson and/or frequency times severity methods. For short-tail exposures, the paid and incurred development methods can often be relied on sooner primarily because CNA’s history includes a sufficient number of years 69 Table of Contents to cover the entire period over which paid and incurred losses are expected to change. However, CNA may also use the loss ratio, Bornhuetter-Ferguson and/or frequency times severity methods for short-tail exposures. For other more complex reserve groups where the above methods may not produce reliable indications, CNA uses additional methods tailored to the characteristics of the specific situation. Periodic Reserve Reviews The reserve analyses performed by CNA’s actuaries result in point estimates. Each quarter, the results of the detailed reserve reviews are summarized and discussed with CNA’s senior management to determine the best estimate of reserves. CNA’s senior management considers many factors in making this decision. CNA’s recorded reserves reflect its best estimate as of a particular point in time based upon known facts and circumstances, consideration of the factors cited above and its judgment. The carried reserve differs from the actuarial point estimate as discussed further below. Currently, CNA’s recorded reserves are modestly higher than the actuarial point estimate. For Property & Casualty Operations, the difference between CNA’s reserves and the actuarial point estimate is primarily driven by uncertainty with respect to immature accident years, claim cost inflation, changes in claims handling, changes to the tort environment which may adversely affect claim costs and the effects from the economy. For CNA’s legacy A&EP liabilities, the difference between CNA’s reserves and the actuarial point estimate is primarily driven by the potential tail volatility of run-off exposures. The key assumptions fundamental to the reserving process often vary for different reserve groups and accident or policy years. Some of these assumptions are explicit and required by specific methods, while most are implicit and cannot be precisely quantified. An example of an explicit assumption is the pattern used in the paid or incurred development method. However, this pattern is based on several implicit assumptions, such as the impact of inflation on claim costs and the rate at which claim professionals make claim payments and close claims. Consequently, the effect of changes in assumptions on reserve estimates typically cannot be specifically quantified, and these changes cannot be tracked over time. CNA’s recorded reserves are management’s best estimate. To indicate the variability associated with CNA’s recorded reserves, the following discussion provides a sensitivity analysis showing the approximate estimated impact of variations in significant factors affecting CNA’s reserve estimates for particular types of business. These significant factors are those that CNA believes could most likely materially affect the reserves. This discussion covers the major types of business for which CNA believes a material deviation in its reserves is reasonably possible. There can be no assurance that actual experience will be consistent with the current assumptions or with the variation indicated in the discussion. Additionally, there can be no assurance that other factors and assumptions will not have a material impact on CNA’s reserves. The areas for which CNA believes a significant deviation to its recorded reserves is reasonably possible are (i) medical professional liability (ii) other professional liability and management liability (iii) general liability (iv) workers’ compensation and (v) commercial automobile liability. Medical professional liability, other professional liability and management liability, and general liability all have long development patterns with relatively immature paid data. This requires considerable judgment regarding development to ultimate losses and inherent risks due to economic, social and medical inflation, as well as legal fees, judicial decisions, legislative changes and other factors. The following table reflects the impact on CNA’s recorded reserves (which could be favorable or unfavorable) of changing the ultimate losses by one percentage point in the long-tail development: Recorded Impact As of December 31, 2025 Reserve Amount (+/-) Percent (+/-) (In billions) (In millions) Medical Professional Liability $ 1.5 $ 120 8.0 % Other Professional Liability and Management Liability 4.1 240 6.0 General Liability 4.8 280 6.0 Workers’ compensation also requires considerable judgment given its long development pattern and the impacts of medical inflation, the cost of wage replacement, expected claimant lifetimes, judicial decisions, legislative changes and other factors. Adjusting the ultimate losses by one percentage point change in the long-tail development would increase or 70 Table of Contents decrease the recorded reserve of $3.5 billion as of December 31, 2025 by approximately $240 million, or 7% of the recorded reserves. Commercial automobile liability is also considered long-tail; however, the frequency of claims and severity of loss assumptions for the latest few accident years are significantly influenced by social and economic inflation, driving habits and attorney involvement. If these trends accelerate beyond expectations, there may be significant deviation in CNA’s recorded reserves. CNA’s recorded reserves for commercial automobile liability were $1.6 billion as of December 31, 2025. The following table reflects the impact on CNA’s recorded reserves of increasing the frequency and severity assumptions in the ultimate commercial automobile liability losses on the three most recent accident years, Severity Frequency 2.5% 5.0% 7.5% (In millions, except frequency and severity assumptions) —% $ 50 $ 90 $ 140 1.0% 70 110 160 2.0% 90 130 180 Given the factors described above, it is not possible to quantify precisely the ultimate exposure represented by claims and related litigation. As a result, CNA regularly reviews the adequacy of its reserves and reassesses its reserve estimates as historical loss experience develops, additional claims are reported and settled and additional information becomes available in subsequent periods. In reviewing CNA’s reserve estimates, CNA makes adjustments in the period that the need for such adjustments is determined. These reviews have resulted in CNA’s identification of information and trends that have caused CNA to change its reserves in prior periods and could lead to CNA’s identification of a need for additional material increases or decreases in claim and claim adjustment expense reserves, which could materially affect our results of operations and equity and CNA’s business and insurer financial strength and corporate debt ratings positively or negatively. See Note 7 of the Notes to the Consolidated Financial Statements included under Item 8 for additional information about reserve development. The following table summarizes gross and net carried reserves for CNA’s Property & Casualty Operations: December 31 2025 2024 (In millions) Gross Case Reserves $ 7,311 $ 6,589 Gross IBNR Reserves 16,098 15,093 Total Gross Carried Claim and Claim Adjustment Expense Reserves $ 23,409 $ 21,682 Net Case Reserves $ 6,189 $ 5,573 Net IBNR Reserves 13,536 12,761 Total Net Carried Claim and Claim Adjustment Expense Reserves $ 19,725 $ 18,334 71 Table of Contents The following table summarizes the gross and net carried reserves for other insurance businesses in run-off, including A&EP: December 31 2025 2024 (In millions) Gross Case Reserves $ 1,196 $ 1,241 Gross IBNR Reserves 1,403 1,431 Total Gross Carried Claim and Claim Adjustment Expense Reserves $ 2,599 $ 2,672 Net Case Reserves $ 119 $ 120 Net IBNR Reserves 238 268 Total Net Carried Claim and Claim Adjustment Expense Reserves $ 357 $ 388 Life & Group Policyholder Reserves CNA’s Life & Group business includes its run-off long-term care business as well as structured settlement obligations not funded by annuities related to certain property and casualty claimants. Long-term care policies may provide benefits for nursing homes, assisted living facilities and home health care subject to various daily and lifetime caps. Generally, policyholders must continue to make periodic premium payments to keep the policy in force and CNA has the ability to increase policy premiums, subject to state regulatory approval. CNA maintains future policy benefit reserves for its long-term care policies. Future policy benefit reserves for long-term care policies relate to policyholders that are currently receiving benefits, including claims that have been incurred but are not yet reported, as well as policyholders that are not yet receiving benefits. In developing the future policy benefit reserves, CNA’s actuaries perform a reserve review on an annual basis. During the annual review, historical policyholder morbidity, persistency, premium rate actions and expense experience is reviewed and compared to the current best estimate actuarial assumption set for potential revision. On a quarterly basis, actuaries perform experience studies that monitor the appropriateness of best estimate actuarial assumptions against emerging experience to assess whether any updates to those assumptions are warranted. The determination of these reserves requires management to make estimates and assumptions about expected policyholder experience over the remaining life of the policies. Since policies may be in force for several decades, these assumptions are subject to significant estimation risk. Future policy benefit reserves are discounted as discussed in Note 1 to the Consolidated Financial Statements included under Item 8. In addition, claim and claim adjustment expense reserves are maintained for CNA’s structured settlement obligations. In developing the claim and claim adjustment expense reserve estimates for CNA’s structured settlement obligations, CNA’s actuaries monitor mortality and expense experience on an annual basis. CNA’s recorded claim and claim adjustment expense reserves reflect CNA’s best estimate after incorporating the results of the most recent reviews. Claim and claim adjustment expense reserves for structured settlement obligations are discounted as discussed in Note 1 to the Consolidated Financial Statements included under Item 8. The actuarial assumptions related to future policy benefit reserves for long-term care policies that management believes are subject to the most variability are morbidity, persistency and premium rate actions. Morbidity is the frequency and severity of injury, illness, sickness and diseases contracted. Persistency is the percentage of policies remaining in force and can be affected by policy lapses, benefit reductions and death. Premium rate actions are generally subject to regulatory approval, and therefore the exact timing and size of the approved rate increases are unknown. As a result of this variability, CNA’s long-term care reserves may be subject to material increases if actual experience develops adversely to its expectations. 72 Table of Contents The table below summarizes the estimated pretax impact on CNA’s results of operations from various hypothetical revisions to its liability for future policyholder benefits reserve assumptions. CNA has assumed that revisions to such assumptions would occur in each policy type, age and duration within each long-term care product. The impact of each sensitivity is discrete and does not reflect the impact one factor may have on another or the mitigating impact from management actions, which may include additional premium rate actions. Although such hypothetical revisions are not currently required or anticipated, CNA believes they could occur based on past variances in experience and its expectations of the ranges of future experience that could reasonably occur. Any actual adjustment would be dependent on the specific policies affected and, therefore, may differ from the estimates summarized below. The estimated impacts to results of operations in the table below are after consideration of any net premium ratio impacts. For the year ended December 31, 2025 Estimated Reduction to Pretax Income (In millions) Hypothetical revisions Morbidity: 2.5% increase in morbidity $ 300 5% increase in morbidity 620 Persistency: 5% decrease in active life mortality and lapse $ 180 10% decrease in active life mortality and lapse 350 Premium rate actions: 25% decrease in anticipated future premium rate increases $ 30 50% decrease in anticipated future premium rate increases 50 As part of the annual reserve review completed in the third quarter of each year, statutory long-term care reserve adequacy is evaluated by premium deficiency testing, by comparing carried statutory reserves with best estimate reserves, which incorporates best estimate discount rate and liability assumptions in its determination. Statutory margin is the excess of carried reserves over best estimate reserves. As of September 30, 2025, statutory long-term care margin increased to $1.5 billion from $1.4 billion. The following tables summarize policyholder reserves for CNA’s long-term care operations: December 31, 2025 Claim and claim adjustment expenses Future policy benefits Total (In millions) Long-term care $ 13,448 $ 13,448 Structured settlement and other $ 535 535 Total 535 13,448 13,983 Ceded reserves 56 56 Total gross reserves $ 591 $ 13,448 $ 14,039 December 31, 2024 Long-term care $ 13,158 $ 13,158 Structured settlement and other $ 541 541 Total 541 13,158 13,699 Ceded reserves 81 81 Total gross reserves $ 622 $ 13,158 $ 13,780 73 Table of Contents CATASTROPHES AND RELATED REINSURANCE Various events can cause catastrophe losses. These events can be natural or man-made, including hurricanes, tornadoes, windstorms, earthquakes, hail, severe winter weather, fires, floods, riots, strikes, civil unrest, cyber attacks, pandemics and acts of terrorism that produce unusually large aggregate losses. In most, but not all cases, CNA’s catastrophe losses from these events in the U.S. are defined consistent with the definition of the Property Claims Service (“PCS”). PCS defines a catastrophe as an event that causes damage of $25 million or more in direct insured losses to property and affects a significant number of policyholders and insurers. For events outside of the U.S., CNA defines a catastrophe as an industry recognized event that generates an accumulation of claims amounting to more than $1 million for the International line of business. Catastrophes are an inherent risk of the property and casualty insurance business and have contributed to material period-to-period fluctuations in CNA’s results of operations and/or equity. Catastrophe losses, net of reinsurance, of $240 million and $358 million were recorded for the years ended December 31, 2025 and 2024. Catastrophe losses for the years ended December 31, 2025 and 2024 were driven by severe weather related events, including $64 million for the California wildfires in 2025 and $71 million for Hurricane Helene and $33 million for Hurricane Milton in 2024. CNA uses various analyses and methods, including using one of the industry standard natural catastrophe models, to estimate hurricane and earthquake losses at various return periods and to inform underwriting and reinsurance decisions designed to manage its exposure to catastrophic events. CNA generally seeks to manage its exposure through the purchase of catastrophe reinsurance and utilize various reinsurance programs to mitigate catastrophe losses, including excess-of-loss occurrence and aggregate treaties covering property and workers’ compensation, a property quota share treaty and the Terrorism Risk Insurance Program Reauthorization Act of 2019 (“TRIPRA”), as well as individual risk agreements that reinsure from losses from specific classes or lines of business. CNA conducts an ongoing review of its risk and catastrophe reinsurance coverages and from time to time makes changes as it deems appropriate. The following discussion summarizes CNA’s most significant catastrophe reinsurance coverage at January 1, 2026. Group North American Property Treaty CNA purchased corporate catastrophe excess-of-loss treaty reinsurance covering its U.S. states and territories and Canadian property exposures underwritten in its North American and European companies. The treaty has a term of June 1, 2025 to June 1, 2026 and provides coverage for the accumulation of covered losses from catastrophe occurrences above CNA’s per occurrence retention of $275 million up to $1.4 billion for all losses. Losses stemming from terrorism events are covered unless they are due to a nuclear, biological, chemical or radiation event. All layers of the treaty provide for one full reinstatement. Group Workers’ Compensation Treaty CNA also purchased corporate workers’ compensation catastrophe excess-of-loss treaty reinsurance for the period January 1, 2026 to January 1, 2027 providing $275 million of coverage for the accumulation of covered losses related to natural catastrophes above CNA’s per occurrence retention of $25 million. The treaty also provides $775 million of coverage for the accumulation of covered losses related to terrorism events above CNA’s per occurrence retention of $25 million. Of the $775 million in terrorism coverage, $200 million is provided for nuclear, biological, chemical and radiation events. All layers of the treaty provide for one full reinstatement. Terrorism Risk Insurance Program Reauthorization Act of 2019 CNA’s principal reinsurance protection against large-scale terrorist attacks, including nuclear, biological, chemical or radiation events, is the coverage currently provided through TRIPRA which runs through the end of 2027. TRIPRA provides a U.S. government backstop for insurance-related losses resulting from any “act of terrorism,” which is certified by the Secretary of Treasury in consultation with the Secretary of Homeland Security and the U.S. Attorney General for losses that exceed a threshold of $200 million industry-wide for the calendar year 2026. Under the current provisions of the program, in 2026 the federal government will reimburse 80% of CNA’s covered losses in excess of its applicable deductible up to a total industry program cap of $100 billion. CNA’s deductible is based on eligible commercial property and casualty earned premiums for the preceding calendar year. Based on 2025 earned premiums, CNA’s estimated deductible under the program is $1.4 billion for 2026. If an act of terrorism or acts of terrorism result in covered losses exceeding the $100 billion annual industry aggregate limit, Congress would be responsible for determining how additional losses in excess of $100 billion will be paid. 74 Table of Contents CRITICAL ACCOUNTING ESTIMATES The preparation of the Consolidated Financial Statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported on the Consolidated Financial Statements and the related notes. Actual results could differ from those estimates. The Consolidated Financial Statements and accompanying notes have been prepared in accordance with GAAP, applied on a consistent basis. We continually evaluate the accounting policies and estimates used to prepare the Consolidated Financial Statements. In general, our estimates are based on historical experience, evaluation of current trends, information from third party professionals and various other assumptions that we believe are reasonable under the known facts and circumstances. We consider the accounting policies discussed below to be critical to an understanding of our Consolidated Financial Statements as their application places the most significant demands on our judgment. Due to the inherent uncertainties involved with these types of judgments, actual results could differ significantly from estimates and may have a material adverse impact on our results of operations, financial condition, equity, business and/or CNA’s insurer financial strength and corporate debt ratings. Insurance Reserves Insurance reserves are established for both short and long-duration insurance contracts. Short-duration contracts are primarily related to property and casualty insurance policies where the reserving process is based on actuarial estimates of the amount of loss, including amounts for known and unknown claims. Long-duration contracts are primarily related to long-term care policies and the reserves are recorded as Future policy benefits reserves as discussed below. The reserve for unearned premiums represents the portion of premiums written related to the unexpired terms of coverage. If the recorded reserves are insufficient to cover the estimated ultimate unpaid liability, an increase to the insurance reserves may be needed. The reserving process is discussed in further detail in the Insurance Reserves section of this MD&A. Long Term Care Reserves Future policy benefits reserves for long-term care policies are based on certain actuarial assumptions, including morbidity, persistency, premium rate actions and expenses. The adequacy of the reserves is contingent upon actual experience and future expectations related to these key assumptions. If actual or expected future experience differs from these assumptions, the reserves may not be adequate, requiring an increase to reserves. The reserves are discounted using upper-medium grade fixed income instrument yields as of each reporting date. The reserving process is discussed in further detail in the Insurance Reserve section of this MD&A. Valuation of Investments and Impairment of Securities Fixed maturity and equity securities are carried at fair value on the balance sheet. Fair value represents the price that would be received in a sale of an asset in an orderly transaction between market participants on the measurement date, the determination of which may require us to make a significant number of assumptions and judgments. Securities with the greatest level of subjectivity around valuation are those that rely on inputs that are significant to the estimated fair value and that are not observable in the market or cannot be derived principally from or corroborated by observable market data. These unobservable inputs are based on assumptions consistent with what we believe other market participants would use to price such securities. Further information on fair value measurements is included in Note 4 of the Notes to Consolidated Financial Statements included under Item 8. CNA’s fixed maturity securities are subject to market declines below amortized cost that may result in the recognition of impairment losses in earnings. Factors considered in the determination of whether or not an impairment loss is recognized in earnings include a current intention or need to sell the security or an indication that a credit loss exists. Significant judgment is required in the determination of whether a credit loss has occurred for a security. CNA considers all available evidence when determining whether a security requires a credit allowance to be recorded, including the financial condition and expected near-term and long-term prospects of the issuer, whether the issuer is current with interest and principal payments, credit ratings on the security or changes in ratings over time, general market conditions, industry, sector or other specific factors and whether CNA expects to receive cash flows sufficient to recover the entire amortized cost basis of the security. CNA’s mortgage loan portfolio is subject to the expected credit loss model, which requires immediate recognition of estimated credit losses over the life of the asset and the presentation of the asset at the net amount expected to be collected. 75 Table of Contents Significant judgment is required in the determination of estimated credit losses and any changes in CNA’s expectation of the net amount to be collected are recognized in earnings. Further information on CNA’s process for evaluating impairments and expected credit losses is included in Note 1 of the Notes to Consolidated Financial Statements included under Item 8. ACCOUNTING STANDARDS UPDATE For a discussion of accounting standards updates that have been adopted, please read Note 1 of the Notes to Consolidated Financial Statements included under Item 8. RECENT LEGISLATION On July 4, 2025, H.R. 1, “An Act to provide for reconciliation pursuant to title II of H. Con. Res. 14,” commonly referred to as the One Big Beautiful Bill Act (“OBBBA”), was enacted. The OBBBA includes significant federal tax law changes which, among other impacts, modify and make permanent certain business tax provisions originally enacted in the 2017 Tax Cuts and Jobs Act. The provisions of the OBBBA have not had a material impact on the Company’s results of operations or financial condition. The OBBBA is subject to further clarification from the issuance of future technical guidance by the U.S. Department of Treasury. Item 7A. Quantitative and Qualitative Disclosures about Market Risk. We are a large diversified holding company. As such, we and our subsidiaries have significant amounts of financial instruments that involve market risk. Our measure of market risk exposure represents an estimate of the change in fair value of our financial instruments. Changes in the trading portfolio are recognized in the Consolidated Statements of Income. Market risk exposure is presented below for each class of financial instrument held by us and our subsidiaries at December 31, assuming immediate adverse market movements of the magnitude described below. We believe that the various rates of adverse market movements represent a measure of exposure to loss under hypothetically assumed adverse conditions. The estimated market risk exposure represents the hypothetical loss to future earnings and does not represent the maximum possible loss nor any expected actual loss, even under adverse conditions, because actual adverse fluctuations would likely differ. In addition, since our and our subsidiaries investment portfolios are subject to change based on portfolio management strategy as well as in response to changes in the market, these estimates are not necessarily indicative of the actual results which may occur. Exposure to market risk is managed and monitored by senior management of the parent company and its subsidiaries. Senior management approves the overall investment strategy and has responsibility to ensure that the investment positions are consistent with that strategy with an acceptable level of risk. Management of risk may include buying or selling instruments or entering into offsetting positions. Interest Rate Risk – We and our subsidiaries have exposure to interest rate risk arising from changes in the level or volatility of interest rates. We and our subsidiaries attempt to mitigate our exposure to interest rate risk by utilizing instruments such as interest rate swaps, commitments to purchase securities, options, futures and forwards. We and our subsidiaries monitor our sensitivity to interest rate changes by revaluing financial assets and liabilities using a variety of different interest rates. Duration and convexity at the security level are used to estimate the change in fair value that would result from a change in each security’s yield. Duration measures the price sensitivity of an asset to changes in yield. Convexity measures how the duration of the asset changes with interest rates. The duration and convexity analysis takes into account the unique characteristics (e.g., call and put options and prepayment expectations) of each security, in determining the hypothetical change in fair value. The analysis is performed at the security level and is aggregated up to the asset category level. The evaluation is performed by applying an instantaneous change in the yield rates by varying magnitudes on a static balance sheet to determine the effect such a change in rates would have on the recorded market value of our investments and the resulting effect on shareholders’ equity. The analysis presents the sensitivity of the market value of our financial instruments to selected changes in market rates and prices which we believe are reasonably possible over a one year period. The sensitivity analysis below estimates the change in the fair value of interest sensitive assets and liabilities that were held on December 31, 2025 and 2024 due to an instantaneous change in the yield of the security at the end of the period of 100 basis points, with all other variables held constant. The interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates. Accordingly, the analysis may not be indicative 76 Table of Contents of, is not intended to provide, and does not provide a precise forecast of the effect of changes of market interest rates on our earnings or shareholders’ equity. Further, the computations do not contemplate any actions that could be undertaken in response to changes in interest rates. Our and our subsidiaries’ debt is primarily denominated in U.S. dollars and has been primarily issued at fixed rates, therefore, interest expense would not be impacted by interest rate shifts. The impact of a 100 basis point increase in interest rates on fixed rate debt would result in a decrease in market value of $432 million and $381 million at December 31, 2025 and 2024. The impact of a 100 basis point decrease would result in an increase in market value of $451 million and $401 million at December 31, 2025 and 2024. At December 31, 2025 and 2024, the impact of a 100 basis point increase in interest rates on variable rate debt, net of the effects of the swaps, would result in no impact to interest expense and an increase of $2 million to interest expense. Equity Price Risk – We and our subsidiaries have exposure to equity price risk as a result of investments in equity securities and equity derivatives. Equity price risk results from changes in the level or volatility of equity prices which affect the value of equity securities or instruments that derive their value from such securities or indexes. Equity price risk was measured below assuming an instantaneous 25% decrease in the underlying reference price or index from its level at December 31, 2025 and 2024, with all other variables held constant. For limited partnership holdings, the estimated change in value was largely derived from a beta analysis calculation of historical experience of the portfolio and indices with similar strategies relative to the S&P 500. Foreign Exchange Rate Risk – Foreign exchange rate risk arises from the possibility that changes in foreign currency exchange rates will impact the value of financial instruments. We and our subsidiaries have foreign exchange rate exposure when we buy or sell foreign currencies or financial instruments denominated in a foreign currency, which is reduced through the use of forward contracts. The sensitivity analysis below assumes an instantaneous 20% decrease in the foreign currency exchange rates versus the U.S. dollar from their levels at December 31, 2025 and 2024, with all other variables held constant. Credit Risk – We and our subsidiaries are exposed to credit risk relating to the risk of loss resulting from the nonperformance by a customer of its contractual obligations. Although nearly all customers pay for their services on a timely basis, the Company and its subsidiaries actively monitors the credit exposure to its customers. Certain of our subsidiaries may perform credit reviews of customers and may require customers to provide cash collateral, post a letter of credit, prepay for services or provide other credit enhancements. Credit Spread Risk – In the fourth quarter of 2024, we entered into credit default swap index transactions with a notional value of $2 billion that potentially benefit from widening investment grade credit spreads associated with the underlying securities that comprise the index. In addition to our exposure to tightening investment grade credit spreads as a result of these transactions, carrying costs associated with maintaining the positions could have adversely affected returns. The position was closed during the second quarter of 2025. 77 Table of Contents The following tables present the estimated effects on the fair value of our and our subsidiaries’ financial instruments as of December 31, 2025 and 2024 due to an increase in yield rates of 100 basis points, a 20% decline in foreign currency exchange rates and a 25% decline in the S&P 500, with all other variables held constant, on the basis of those entered into for trading purposes and other than trading purposes. Trading portfolio: Increase (Decrease) December 31, 2025 Fair Value Asset (Liability) Interest Rate Risk Equity Price Risk (In millions) Fixed maturities – long $ 582 $ (4) Equity securities – long 522 $ (131) – short (43) 11 Options – purchased 1 19 Other invested assets 12 Short-term investments 2,659 (6) Other than trading portfolio: Increase (Decrease) December 31, 2025 Fair Value Asset (Liability) Interest Rate Risk Foreign Currency Risk Equity Price Risk (In millions) Fixed maturities $ 43,402 $ (2,869) $ (798) Equity securities 769 (22) $ (59) Limited partnership investments 2,861 (5) (299) Other invested assets 105 (20) Mortgage loans 1,072 (34) Short-term investments 3,385 (2) (49) Other derivatives 3 62 78 Table of Contents Trading portfolio: Increase (Decrease) December 31, 2024 Fair Value Asset (Liability) Interest Rate Risk Equity Price Risk (In millions) Fixed maturities – long $ 716 $ (6) Equity securities – long 403 $ (101) – short (88) 22 Options – purchased 2 44 Other invested assets 10 Short-term investments 2,180 (5) Other than trading portfolio: Increase (Decrease) December 31, 2024 Fair Value Asset (Liability) Interest Rate Risk Foreign Currency Risk Equity Price Risk (In millions) Fixed maturities $ 41,111 $ (2,684) $ (651) Equity securities 659 (15) $ (45) Limited partnership investments 2,520 (2) (252) Other invested assets 85 (16) Mortgage loans 987 (30) Short-term investments 2,426 (1) (45) Other derivatives 6 1 40 Changes in discount rates used to measure CNA’s liability for future policyholder benefits (“LFPB”) would reduce the impact of the decrease in Fixed maturity securities within Other comprehensive income. The carrying value of the LFPB was $13.4 billion and $13.2 billion as of December 31, 2025 and 2024 . The estimated decrease in the carrying value of the LFPB as of December 31, 2025 and 2024 due to an increase in yield rates of 100 basis points was $1.3 billion. The change in the carrying value of the LFPB due to interest rate changes was estimated by discounting the expected future cash flows. 79 Table of Contents Item 8. Financial Statements and Supplementary Data. Financial Statements and Supplementary Data are comprised of the following sections: Page No. Management’s Report on Internal Control Over Financial Reporting 81 Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 34 ) 82 Consolidated Balance Sheets 86 Consolidated Statements of Operations 88 Consolidated Statements of Comprehensive Income 89 Consolidated Statements of Equity 90 Consolidated Statements of Cash Flows 92 Notes to Consolidated Financial Statements: 94 1. Summary of Significant Accounting Policies 94 2. Acquisitions 102 3. Investments 103 4. Fair Value 111 5. Receivables 117 6. Property, Plant and Equipment 117 7. Claim and Claim Adjustment Expense Reserves 118 8. Future Policy Benefits Reserves 132 9. Leases 134 10. Income Taxes 135 11. Debt 139 12. Shareholders’ Equity 141 13. Revenue from Contracts with Customers 142 14. Statutory Accounting Practices 143 15. Benefit Plans 144 16. Reinsurance 152 17. Legal Proceedings 153 18. Commitments and Contingencies 155 19. Segments 155 80 Table of Contents MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for us. Our internal control system was designed to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of published financial statements. There are inherent limitations to the effectiveness of any control system, however well designed, including the possibility of human error and the possible circumvention or overriding of controls. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Management must make judgments with respect to the relative cost and expected benefits of any specific control measure. The design of a control system also is based in part upon assumptions and judgments made by management about the likelihood of future events, and there can be no assurance that a control will be effective under all potential future conditions. As a result, even an effective system of internal control over financial reporting can provide no more than reasonable assurance with respect to the fair presentation of financial statements and the processes under which they were prepared. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (2013) . Based on this assessment, our management believes that, as of December 31, 2025, our internal control over financial reporting was effective. Our independent registered public accounting firm, Deloitte & Touche LLP, has issued an audit report on the Company’s internal control over financial reporting. The report of Deloitte & Touche LLP follows this Report. 81 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Loews Corporation Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Loews Corporation and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows, for each of the three years in the period ended December 31, 2025 , and the related notes and the schedules listed in the Index at Item 15 (a) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 , in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025 , based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 10, 2026 , expressed an unqualified opinion on the Company’s internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Claim and claim adjustment expense reserves – Property & Casualty — Refer to Notes 1 and 7 to the financial statements. Critical Audit Matter Description The estimation of property and casualty claim and claim adjustment expense reserves (“P&C claim and claim adjustment expense reserves”), including those claims that are incurred but not reported, requires significant judgment. Estimating P&C claim and claim adjustment expense reserves is subject to a high degree of variability as it involves complex estimates that are generally derived using a variety of actuarial estimation techniques and numerous assumptions and expectations about future events, many of which are highly uncertain. Modest changes in judgments and assumptions can materially impact the valuation of these liabilities, particularly for claims with longer-tailed exposures such as workers’ compensation, general liability and professional liability claims and certain shorter-tailed exposures. 82 Table of Contents Given the significant judgments made by management in estimating P&C claim and claim adjustment expense reserves, auditing P&C claim and claim adjustment expense reserves required a high degree of auditor judgment and an increased extent of effort, including the involvement of our actuarial specialists. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to P&C claim and claim adjustment expense reserves included the following, among others: • We tested the effectiveness of controls related to the determination of P&C claim and claim adjustment expense reserves, including those controls related to the estimation of and management’s review of P&C claim and claim adjustment expense reserves. • We tested the underlying data, including historical claims, that served as the basis for the actuarial analyses, to test that the inputs to the actuarial estimates were accurate and complete. • With the assistance of our actuarial specialists: ◦ We developed a range of independent estimates of P&C claim and claim adjustment expense reserves and compared the recorded reserves to our range of estimates. ◦ We performed a retrospective review which involved comparing our prior year estimates of expected incurred losses to actual experience during the most recent year to identify potential bias in the Company’s determination of P&C claim and claim adjustment expense reserves. Future policy benefit reserves – Long Term Care — Refer to Notes 1 and 8 to the financial statements Critical Audit Matter Description The estimation of long-term care future policy benefit reserves (“LTC future policy benefit reserves”) requires significant judgment in the selection of key assumptions, including the morbidity, specifically incidence, assumption. Estimating future experience for long term care policies is subject to significant estimation risk as the required projection period spans several decades. Morbidity and persistency experience can be volatile and modest changes in this assumption can materially impact the valuation of these liabilities. Given the significant judgments made by management in estimating LTC future policy benefit reserves, auditing LTC future policy benefit reserves required a high degree of auditor judgment and an increased extent of effort, including the involvement of our actuarial specialists. 83 Table of Contents How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to LTC future policy benefit reserves included the following, among others: • We tested the effectiveness of controls related to the determination of LTC future policy benefit reserves, including those controls related to the estimation of and management’s review of LTC future policy benefit reserves and determination of key assumptions. • We tested the underlying data that served as the basis for the actuarial analyses, to test that the inputs to the actuarial estimates were accurate and complete. • With the assistance of our actuarial specialists: ◦ We independently recalculated cohort level LTC future policy benefit reserves and compared our estimates to the recorded reserves. ◦ We evaluated the judgments made by management in setting assumptions, including comparing those assumptions to the Company’s historical experience used as the basis for setting those assumptions. ◦ For a sample of policies, we evaluated management’s estimate of future cash flows. This included evaluating that assumptions were applied as intended. /s/ DELOITTE & TOUCHE LLP New York, New York February 10, 2026 We have served as the Company's auditor since 1969. 84 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Loews Corporation Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Loews Corporation and subsidiaries (the “Company”) as of December 31, 2025 , based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025 , based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025 , of the Company and our report dated February 10, 2026, expressed an unqualified opinion on those financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ DELOITTE & TOUCHE LLP New York, New York February 10, 2026 85 Table of Contents Loews Corporation and Subsidiaries CONSOLIDATED BALANCE SHEETS Assets: December 31 2025 2024 (Dollar amounts in millions, except per share data) Investments: Fixed maturities, amortized cost of $ 45,250 and $ 44,196 , less allowance for credit loss of $ 69 and $ 45 $ 43,984 $ 41,827 Equity securities, cost of $ 1,201 and $ 969 1,292 1,064 Limited partnership investments 2,861 2,520 Other invested assets, primarily mortgage loans, less allowance for credit loss of $ 15 and $ 35 1,195 1,113 Short-term investments 6,044 4,606 Total investments 55,376 51,130 Cash 495 541 Receivables 10,983 10,522 Property, plant and equipment 10,695 10,738 Goodwill 349 347 Deferred non-insurance warranty acquisition expenses 3,220 3,525 Deferred acquisition costs of insurance subsidiaries 986 959 Other assets 4,244 4,181 Total assets $ 86,348 $ 81,943 See Notes to Consolidated Financial Statements. 86 Table of Contents Loews Corporation and Subsidiaries CONSOLIDATED BALANCE SHEETS Liabilities and Equity: December 31 2025 2024 (Dollar amounts in millions, except per share data) Insurance reserves: Claim and claim adjustment expense $ 26,599 $ 24,976 Future policy benefits 13,448 13,158 Unearned premiums 7,635 7,346 Total insurance reserves 47,682 45,480 Payable to brokers 53 110 Short-term debt 1,052 5 Long-term debt 8,437 8,939 Deferred income taxes 839 550 Deferred non-insurance warranty revenue 4,138 4,530 Other liabilities 4,506 4,392 Total liabilities 66,707 64,006 Commitments and contingent liabilities Shareholders’ equity: Preferred stock, $ 0.10 par value: Authorized – 100,000,000 shares Common stock, $ 0.01 par value: Authorized – 1,800,000,000 shares Issued – 206,003,999 and 214,912,595 shares 2 2 Additional paid-in capital 2,374 2,490 Retained earnings 17,377 16,459 Accumulated other comprehensive loss ( 1,067 ) ( 1,867 ) 18,686 17,084 Less treasury stock, at cost ( 0 and 212,251 shares) — ( 18 ) Total shareholders’ equity 18,686 17,066 Noncontrolling interests 955 871 Total equity 19,641 17,937 Total liabilities and equity $ 86,348 $ 81,943 See Notes to Consolidated Financial Statements. 87 Table of Contents Loews Corporation and Subsidiaries CONSOLIDATED STATEMENTS OF OPERATIONS Year Ended December 31 2025 2024 2023 (In millions, except per share data) Revenues: Insurance premiums $ 10,900 $ 10,211 $ 9,480 Net investment income 2,779 2,780 2,395 Investment losses ( 81 ) ( 81 ) ( 53 ) Non-insurance warranty revenue 1,577 1,609 1,624 Operating revenues and other 3,279 2,991 2,455 Total 18,454 17,510 15,901 Expenses: Insurance claims and policyholders’ benefits (re-measurement loss of $ 104 , $ 125 , and $ 88 ) 8,294 7,738 7,068 Amortization of deferred acquisition costs 1,898 1,798 1,644 Non-insurance warranty expense 1,526 1,547 1,544 Operating expenses and other 4,090 4,170 3,393 Equity method income ( 74 ) ( 58 ) ( 120 ) Interest 437 441 376 Total 16,171 15,636 13,905 Income before income tax 2,283 1,874 1,996 Income tax expense ( 511 ) ( 380 ) ( 451 ) Net income 1,772 1,494 1,545 Amounts attributable to noncontrolling interests ( 105 ) ( 80 ) ( 111 ) Net income attributable to Loews Corporation $ 1,667 $ 1,414 $ 1,434 Basic net income per share $ 7.98 $ 6.42 $ 6.30 Diluted net income per share $ 7.97 $ 6.41 $ 6.29 Basic weighted average number of shares outstanding 208.96 220.26 227.48 Diluted weighted average number of shares outstanding 209.10 220.53 227.81 See Notes to Consolidated Financial Statements. 88 Table of Contents Loews Corporation and Subsidiaries CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Year Ended December 31 2025 2024 2023 (In millions) Net income $ 1,772 $ 1,494 $ 1,545 Other comprehensive income (loss), after tax Changes in: Net unrealized losses on investments with an allowance for credit losses ( 2 ) ( 1 ) ( 5 ) Net unrealized gains (losses) on other investments 887 ( 262 ) 1,125 Total unrealized gains (losses) on investments 885 ( 263 ) 1,120 Impact of changes in discount rates used to measure long-duration contract liabilities ( 161 ) 712 ( 318 ) Unrealized losses on cash flow hedges ( 7 ) ( 5 ) Pension and postretirement benefits 14 340 104 Foreign currency translation 144 ( 102 ) 60 Other comprehensive income 875 687 961 Comprehensive income 2,647 2,181 2,506 Amounts attributable to noncontrolling interests ( 179 ) ( 137 ) ( 188 ) Total comprehensive income attributable to Loews Corporation $ 2,468 $ 2,044 $ 2,318 See Notes to Consolidated Financial Statements. 89 Table of Contents Loews Corporation and Subsidiaries CONSOLIDATED STATEMENTS OF EQUITY Loews Corporation Shareholders Total Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Common Stock Held in Treasury Noncontrolling Interests (In millions) Balance, January 1, 2023 $ 15,201 $ 2 $ 2,748 $ 14,931 $ ( 3,320 ) $ ( 12 ) $ 852 Net income 1,545 1,434 111 Other comprehensive income 961 884 77 Dividends paid ($ 0.25 per share) ( 131 ) ( 57 ) ( 74 ) Purchase of subsidiary stock from noncontrolling interests ( 202 ) 27 ( 61 ) ( 168 ) Purchases of Loews Corporation treasury stock ( 852 ) ( 852 ) Retirement of treasury stock — ( 164 ) ( 693 ) 857 Stock-based compensation 26 3 23 Other ( 23 ) ( 25 ) 2 Balance, December 31, 2023 $ 16,525 $ 2 $ 2,589 $ 15,617 $ ( 2,497 ) $ ( 7 ) $ 821 Net income 1,494 1,414 80 Other comprehensive income 687 630 57 Dividends paid ($ 0.25 per share) ( 140 ) ( 55 ) ( 85 ) Purchase of subsidiary stock from noncontrolling interests ( 20 ) ( 20 ) Purchases of Loews Corporation treasury stock ( 617 ) ( 617 ) Retirement of treasury stock — ( 89 ) ( 517 ) 606 Stock-based compensation 19 ( 1 ) 20 Other ( 11 ) ( 9 ) ( 2 ) Balance, December 31, 2024 $ 17,937 $ 2 $ 2,490 $ 16,459 $ ( 1,867 ) $ ( 18 ) $ 871 See Notes to Consolidated Financial Statements. Loews Corporation and Subsidiaries CONSOLIDATED STATEMENTS OF EQUITY 90 Table of Contents Loews Corporation Shareholders Total Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Common Stock Held in Treasury Noncontrolling Interests (In millions) Balance, December 31, 2024, as reported $ 17,937 $ 2 $ 2,490 $ 16,459 $ ( 1,867 ) $ ( 18 ) $ 871 Cumulative effect adjustments from changes in accounting standards (Note 1) 5 5 Balance, January 1, 2025, as adjusted 17,942 2 2,490 16,464 ( 1,867 ) ( 18 ) 871 Net income 1,772 1,667 105 Other comprehensive income 875 801 74 Dividends paid ($ 0.25 per share) ( 138 ) ( 52 ) ( 86 ) Purchase of subsidiary stock from noncontrolling interests ( 34 ) ( 3 ) ( 1 ) ( 30 ) Purchases of Loews Corporation treasury stock ( 789 ) ( 789 ) Retirement of treasury stock — ( 106 ) ( 701 ) 807 Stock-based compensation 8 ( 12 ) 20 Other 5 5 ( 1 ) 1 Balance, December 31, 2025 $ 19,641 $ 2 $ 2,374 $ 17,377 $ ( 1,067 ) $ — $ 955 See Notes to Consolidated Financial Statements. 91 Table of Contents Loews Corporation and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31 2025 2024 2023 (In millions) Operating Activities: Net income $ 1,772 $ 1,494 $ 1,545 Adjustments to reconcile net income to net cash provided by operating activities: Investment losses 81 81 53 Equity method investees 9 ( 66 ) 18 Amortization of investments ( 208 ) ( 200 ) ( 191 ) Depreciation and amortization 610 583 538 Provision for deferred income taxes 112 ( 45 ) 127 Other non-cash items 122 98 109 Changes in operating assets and liabilities, net: Receivables ( 408 ) ( 929 ) ( 268 ) Deferred acquisition costs ( 17 ) ( 69 ) ( 85 ) Insurance reserves 1,670 2,365 1,667 Other assets 223 417 ( 88 ) Other liabilities ( 274 ) ( 9 ) ( 95 ) Trading securities ( 413 ) ( 695 ) 577 Net cash flow provided by operating activities 3,279 3,025 3,907 Investing Activities: Purchases of fixed maturities ( 7,118 ) ( 6,353 ) ( 6,616 ) Proceeds from sales of fixed maturities 2,946 2,793 4,029 Proceeds from maturities of fixed maturities 3,357 2,396 1,334 Purchases of equity securities ( 593 ) ( 444 ) ( 293 ) Proceeds from sales of equity securities 505 523 317 Purchases of limited partnership investments ( 447 ) ( 335 ) ( 402 ) Proceeds from sales of limited partnership investments 103 98 231 Purchases of property, plant and equipment ( 579 ) ( 632 ) ( 686 ) Acquisitions ( 401 ) Change in short-term investments ( 920 ) ( 30 ) ( 80 ) Other, net ( 82 ) 9 ( 178 ) Net cash flow used by investing activities $ ( 2,828 ) $ ( 1,975 ) $ ( 2,745 ) 92 Table of Contents Loews Corporation and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31 2025 2024 2023 (In millions) Financing Activities: Dividends paid $ ( 52 ) $ ( 55 ) $ ( 57 ) Dividends paid to noncontrolling interests ( 86 ) ( 85 ) ( 74 ) Purchases of Loews Corporation treasury stock ( 806 ) ( 608 ) ( 849 ) Purchases of subsidiary stock from noncontrolling interests ( 34 ) ( 20 ) ( 202 ) Principal payments on debt ( 869 ) ( 1,366 ) ( 878 ) Issuance of debt 1,401 1,294 778 Other, net ( 67 ) ( 58 ) ( 18 ) Net cash flow used by financing activities ( 513 ) ( 898 ) ( 1,300 ) Effect of foreign exchange rate on cash 16 ( 10 ) 5 Net change in cash ( 46 ) 142 ( 133 ) Cash, beginning of year 541 399 532 Cash, end of year $ 495 $ 541 $ 399 See Notes to Consolidated Financial Statements. 93 Table of Contents Loews Corporation and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1. Summary of Significant Accounting Policies Basis of presentation − Loews Corporation is a holding company. Its consolidated operating subsidiaries are engaged in the following lines of business: commercial property and casualty insurance (CNA Financial Corporation (“CNA”), an approximately 92 % owned subsidiary); transportation and storage of natural gas and natural gas liquids, olefins and other hydrocarbons (Boardwalk Pipeline Partners, LP (“Boardwalk Pipelines”), a wholly owned subsidiary) and the operation of a chain of hotels (Loews Hotels Holding Corporation (“Loews Hotels & Co”), a wholly owned subsidiary). Unless the context otherwise requires, as used herein, the term “Company” means Loews Corporation including its subsidiaries, the term “Parent Company” means Loews Corporation excluding its subsidiaries and the term “Net income (loss) attributable to Loews Corporation” means Net income (loss) attributable to Loews Corporation shareholders. Accounting estimates and principles of consolidation – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported on the consolidated financial statements and the related notes. Actual results could differ from those estimates. The Consolidated Financial Statements include all subsidiaries and intercompany accounts and transactions have been eliminated. Investments – Fixed maturity securities are classified as either available-for-sale or trading, and in both cases, they are carried at fair value. Short-term investments are carried at fair value. Changes in fair value of trading securities are reported within Net investment income on the Consolidated Statements of Operations. Changes in fair value of available-for-sale securities are reported as a component of Other comprehensive income. The cost of fixed maturity securities classified as available-for-sale is adjusted for amortization of premiums and accretion of discounts, which are included in Net investment income on the Consolidated Statements of Operations. The amortization of premium and accretion of discount for fixed maturity securities takes into consideration call and maturity dates that produce the lowest yield. For asset-backed securities included in fixed maturity securities, income is recognized using an effective yield based on anticipated prepayments and the estimated economic life of the securities. When estimates of prepayments change, the effective yield is recalculated to reflect actual payments to date and anticipated future payments predominantly using the retrospective method. Equity securities are carried at fair value. Non-redeemable preferred stock investments contain characteristics of debt securities, are priced similarly to bonds and are held primarily for income generation through periodic dividends. While recognition of gains and losses on these securities is not discretionary, the changes in fair value of non-redeemable preferred stock are not considered to be reflective of its primary operations. As such, the changes in the fair value of these securities are recorded through Investment gains (losses) on the Consolidated Statements of Operations. Common stock is owned with the intention of holding the securities primarily for market appreciation and as such, the changes in the fair value of these securities are recorded through Net investment income (loss). Carrying value of investments in limited partnerships is the owner’s share of the net asset value of each partnership, as determined by the general partner. The majority of the Company’s limited partnerships are reported on a lag, primarily three months or less, as results are not available on a timely basis. These investments are accounted for under the equity method and changes in net asset values are recorded within Net investment income on the Consolidated Statements of Operations. Mortgage loans are commercial in nature, are carried at unpaid principal balance, net of unamortized fees and an allowance for expected credit losses, and are recorded once funded. The allowance for expected credit losses on mortgage loans is developed by assessing the credit quality of pools of mortgage loans in good standing using debt service coverage ratios (“DSCR”) and loan-to-value (“LTV”) ratios. The DSCR compares a property’s net operating income to its debt service payments, including principal and interest. The LTV ratio compares the current unpaid principal balance of the loan to the estimated fair value of the underlying property collateralizing the loan. The pools developed to measure the credit loss allowance use increments of DSCR and LTV to draw distinctions between risk levels. Expected credit loss rates are applied by pool to the outstanding receivable balances. Changes in the allowance for mortgage loans are presented as a component of Investment gains (losses) on the Consolidated Statements of Operations. Mortgage loans are included in Other invested assets on the Consolidated Balance Sheets. Interest income from mortgage loans is recognized on an accrual basis using the effective yield method. 94 Table of Contents Investments in derivative securities are carried at fair value with changes in fair value reported as a component of Investment gains (losses), Net investment income or Other comprehensive income (loss), depending on their hedge designation. A derivative is typically defined as an instrument whose value is “derived” from an underlying instrument, index or rate, has a notional amount, requires little or no initial investment and can be net settled. Derivatives include the following types of investments: interest rate swaps, interest rate caps and floors, put and call options, warrants, futures, forwards, commitments to purchase securities, credit default swaps and combinations of the foregoing. Derivatives embedded within non-derivative instruments (such as call options embedded in convertible bonds) must be split from the host instrument when the embedded derivative is not clearly and closely related to the host instrument. An available-for-sale security is impaired if the fair value of the security is less than its cost adjusted for accretion, amortization and allowance for credit losses. When a security is impaired, it is evaluated to determine whether there is an intent to sell the security before recovery of amortized cost or whether a credit loss exists. Losses on securities that are intended to be sold are recognized as impairment losses within Investment gains (losses) on the Consolidated Statements of Operations. If a credit loss exists, an allowance is established and the corresponding amount is recognized as an impairment loss within Investment gains (losses) on the Consolidated Statements of Operations. The allowance for credit losses related to available-for-sale fixed maturity securities is the difference between the present value of cash flows expected to be collected and the amortized cost basis. In subsequent periods, the allowance is reviewed, with any changes in the allowance presented as a component of Investment gains (losses) on the Consolidated Statements of Operations. Changes in the difference between the amortized cost basis, net of the allowance, and the fair value, are recognized in Other comprehensi ve income. Significant judgment is required in the determination of whether an impairment loss has occurred for a security. A consistent and systematic process is followed for determining and recording an impairment loss, including the evaluation of securities in an unrealized loss position and securities with an allowance for credit losses on at least a quarterly basis. The assessment of whether an impairment loss has occurred incorporates both quantitative and qualitative information. A credit loss exists if the present value of cash flows expected to be collected is less than the amortized cost basis. Significant assumptions enter into these cash flow projections including delinquency rates, probable risk of default, loss severity upon a default, over collateralization and interest coverage triggers and credit support from lower level tranches. All available evidence is considered when determining whether an investment requires a credit loss write-down or allowance to be recorded. Examples of such evidence may include the financial condition and near-term and long-term prospects of the issuer, whether the issuer is current with interest and principal payments, credit ratings on the security or changes in ratings over time, general market conditions and industry, sector or other specific factors and whether it is likely that the amortized cost will be recovered through the collection of cash flows. Credit losses – The allowances for credit losses on fixed maturity securities, mortgage loans, reinsurance receivables, insurance receivables and trade receivables are valuation accounts that are reported as a reduction of a financial asset’s cost basis and are measured on a pool basis when similar risk characteristics exist. The allowance is estimated using relevant available information from both internal and external sources. Historical credit loss experience provides the basis for the estimation of expected credit losses and adjustments may be made to reflect current conditions and reasonable and supportable forecasts. Adjustments to historical loss information are made for additional factors that come to the Company’s attention. This could include significant shifts in counterparty financial strength ratings, aging of past due receivables, amounts sent to collection agencies, or other underlying portfolio changes. Current and forecast economic conditions are considered, using a variety of economic metrics and forecast indices. The sensitivity of expected credit losses relative to changes to the forecast of economic conditions can vary by financial asset class. A reasonable and supportable forecast period is up to 24 months from the balance sheet date. After the forecast period, the Company reverts to historical credit experience. Collateral arrangements such as letters of credit and amounts held in beneficiary trusts to mitigate credit risk are considered in the estimate of the net amount expected to be collected. Amounts are written off against the allowance when determined to be uncollectible. A policy election has been made to present accrued interest balances separately from the amortized cost basis of assets, and a practical expedient has been elected to exclude the accrued interest from the tabular disclosures for mortgage loans and available-for-sale securities. An election has been made not to estimate an allowance for credit losses on accrued interest receivables. The accrual of interest income is discontinued and the asset is placed on nonaccrual status within 90 days of the interest becoming delinquent. Interest accrued but not received for assets on nonaccrual status is reversed through Net investment income. Interest received for assets that are on nonaccrual status is recognized as payment is received. The asset is returned to accrual status when the principal and interest amounts contractually due are brought current, and future payments are expected. Interest receivables are presented in Receivables on the Consolidated Balance Sheet. 95 Table of Contents Equity method investments – Loews Hotels & Co has interests in operating joint ventures related to hotel properties over which it exercises significant influence but does not have control over them. Loews Hotels & Co uses the equity method of accounting for these investments, when applicable. The Company also has interests in Altium Packaging LLC (“Altium Packaging”), which is engaged in the manufacture of rigid packaging solutions. Loews Corporation shares certain participating rights related to capital allocation and other decisions with the joint venture partner, therefore, the investment in Altium Packaging is accounted for under the equity method of accounting. The Company’s total investment in entities accounted for under the equity method of accounting, excluding limited partnership investments, was $ 878 million and $ 937 million as of December 31, 2025 and 2024 and is reported in Other assets on the Consolidated Balance Sheets. Equity method income for investments accounted for under the equity method of accounting, excluding limited partnerships, was $ 74 million, $ 58 million and $ 120 million for the years ended December 31, 2025, 2024 and 2023 and is reported separately in expenses on the Consolidated Statements of Operations. Equity method investments are reviewed for impairment when changes in circumstances indicate that the carrying value of the asset may not be recoverable. See Note 3 for a discussion of limited partnership investments. Hedging – The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk-management objective and strategy for undertaking various hedging transactions. The Company also formally assesses (both at the hedge’s inception and on an ongoing basis) whether the derivatives that are used in hedging transactions have been highly effective in offsetting changes in fair value or cash flows of hedged items and whether those derivatives may be expected to remain highly effective in future periods. When it is determined that a derivative for which hedge accounting has been designated is not (or ceases to be) highly effective, the Company discontinues hedge accounting prospectively. See Note 3 for additional information on the Company’s use of derivatives. Securities lending activities – The Company lends securities for the purpose of enhancing income or to finance positions to unrelated parties who have been designated as primary dealers by the Federal Reserve Bank of New York. Borrowers of these securities must deposit and maintain collateral with the Company of no less than 100 % of the fair value of the securities loaned. United States of America (“U.S.”) Government securities and cash are accepted as collateral. The Company maintains effective control over loaned securities and, therefore, continues to report such securities as investments on the Consolidated Balance Sheets. Securities lending is typically done on a matched-book basis where the collateral is invested to substantially match the term of the loan. This matching of terms tends to limit risk. In accordance with the Company’s lending agreements, securities on loan are returned immediately to the Company upon notice. Collateral is not reflected as an asset of the Company. There was no collateral held at December 31, 2025 and 2024. Revenue recognition – Premiums on property and casualty insurance contracts are recognized in proportion to the underlying risk insured and are primarily earned ratably over the term of the policies. Premiums on long-term care contracts are earned ratably over the policy year in which they are due. The reserve for unearned premiums represents the portion of premiums written relating to the unexpired terms of coverage. Property and casualty contracts that are retrospectively rated or subject to audit premiums contain provisions that result in an adjustment to the initial policy premium depending on the contract provisions. These provisions stipulate the adjustment due to loss experience of the insured during the coverage period, or changes in the level of exposure to insurance risk. For such contracts, CNA estimates the amount of ultimate premiums that it may earn upon completion of the coverage period and recognizes either an asset or a liability for the difference between the initial policy premium and the estimated ultimate premium. CNA either adjusts such estimated ultimate premium amounts during the course of the coverage period based on actual results to date or by conducting premium audits after the policy has expired to determine the final exposure to insured risks. The resulting adjustment is recorded as either a reduction of or an increase to the earned premiums for the period. Insurance receivables include balances due currently or in the future, including amounts due from insureds related to paid losses under high deductible policies, and are presented at unpaid balances, net of an allowance for doubtful accounts. As of December 31, 2025 and 2024, an allowance for doubtful accounts of $ 25 million and $ 26 million for insurance receivables has been established using a loss rate methodology to determine expected credit losses for premium receivables. This methodology uses CNA’s historical annual credit losses relative to gross premium written to develop a range of credit loss rates for each dollar of gross written premium underwritten. Additionally, an expected credit loss for amounts due from insureds under high deductible and retrospectively rated policies is calculated on a pool basis, informed by historical default rate data obtained from major rating agencies. Changes in the allowance are presented as a component of Other operating expenses on the Consolidated Statements of Operations. Amounts are considered past due based on policy payment terms. Insurance receivables and any related allowance are written off after collection efforts are exhausted or a negotiated settlement is reached. 96 Table of Contents CNA’s non-insurance warranty revenues are primarily generated from separately-priced service contracts that provide mechanical breakdown and other coverages to vehicle or consumer goods owners, which generally provide coverage from one month to ten years . For warranty products where CNA acts as the principal in the transaction, Non-insurance warranty revenue is reported on a gross basis, with amounts paid by customers reported as Non-insurance warranty revenue and commissions paid to agents and dealers reported as Non-insurance warranty expense on the Consolidated Statements of Operations. Additionally, CNA provides warranty administration services for dealer and manufacturer warranty products. Non-insurance revenues are recognized when obligations under the terms of the contract with CNA’s customers are satisfied, which is generally over time as obligations are fulfilled. CNA recognizes non-insurance warranty revenue over the service period in proportion to the actuarially determined expected claims emergence pattern. Customers predominantly pay in full at the inception of the warranty contract. The liability for unearned warranty revenue, reported as Deferred non-insurance warranty revenue on the Consolidated Balance Sheets, represents the unearned portion of revenue in advance of CNA’s performance, including amounts which are refundable upon cancellation. Contract costs to obtain or fulfill non-insurance warranty contracts with customers are deferred and recorded as Deferred non-insurance warranty acquisition expenses on the Consolidated Balance Sheets. These costs are expected to be recoverable over the term of the contract and are amortized in the same manner the related revenue is recognized. CNA evaluates deferred costs for recoverability including consideration of anticipated investment income. Adjustments to deferred costs, if necessary, are recorded in the current period results of operations. Boardwalk Pipelines primarily earns revenues by providing transportation and storage services for natural gas and natural gas liquids, olefins and other hydrocarbons (referred to together as “NGLs”) on a firm and interruptible basis and providing ethane supply and transportation services for petrochemical customers in Louisiana and Texas. Boardwalk Pipelines also provides interruptible natural gas parking and lending services. The majority of Boardwalk Pipelines’ operating subsidiaries are subject to Federal Energy Regulatory Commission (“FERC”) regulations and certain revenues collected, under certain circumstances, may be subject to possible refunds to its customers. An estimated refund liability is recorded considering regulatory proceedings, advice of counsel and estimated total exposure. The majority of Boardwalk Pipelines’ revenues are from firm service contracts which are accounted for as a single promise to stand ready each month of the contract term to provide the committed capacity for either transportation or storage services. The transaction price is comprised of a fixed fee based on the capacity reserved plus a usage fee paid on the volume of commodity transported or injected and withdrawn from storage. Both the fixed and the usage fees are allocated to the single performance obligation of providing transportation or storage service and recognized over time as control is passed to the customer. These service contracts can range in term from one to 20 years and are invoiced monthly. For the ethane supply contracts, the purchases and sales are with different counterparties and control transfers at different receipt and delivery points, resulting in the purchases and sales being presented on a gross basis in the Consolidated Statements of Operations. Loews Hotels & Co provides lodging and related goods and services as well as management and marketing services. Lodging and related revenues are recognized as the guest takes possession of the goods or receives the services. Management and marketing services revenues are recognized as the services are provided and billed on a monthly basis. In addition, Loews Hotels & Co recognizes revenue for the reimbursement of payroll and other expenses as they are incurred on behalf of the owners of joint venture and managed hotel properties. Claim and claim adjustment expense reserves – Claim and claim adjustment expense reserves, except reserves for structured settlements not associated with asbestos and environmental pollution (“A&EP”) and workers’ compensation lifetime claims, are not discounted and are based on (i) case basis estimates for losses reported on direct business, adjusted in the aggregate for ultimate loss expectations; (ii) estimates of incurred but not reported losses; (iii) estimates of losses on assumed reinsurance; (iv) estimates of future expenses to be incurred in the settlement of claims; (v) estimates of salvage and subrogation recoveries and (vi) estimates of amounts due from insureds related to losses under high deductible policies. Management considers current conditions and trends as well as past CNA and industry experience in establishing these estimates. The effects of inflation, which can be significant, are implicitly considered in the reserving process and are part of the recorded reserve balance. Ceded claim and claim adjustment expense reserves are reported as a component of Receivables on the Consolidated Balance Sheets. Claim and claim adjustment expense reserves are presented net of anticipated amounts due from insureds related to losses under deductible policies of $ 1.6 billion and $ 1.3 billion as of December 31, 2025 and 2024. A significant portion of these amounts are supported by collateral. CNA also has an allowance for uncollectible deductible amounts, which is presented as a component of the allowance for doubtful accounts included in Receivables on the Consolidated Balance Sheets. Structured settlements have been negotiated for certain property and casualty insurance claims. Structured settlements are agreements to provide fixed periodic payments to claimants. CNA’s obligations for structured settlements not funded by annuities are included in claim and claim adjustment expense reserves and are discounted at a weighted average interest 97 Table of Contents rate of 6.5 % and 6.6 % as of December 31, 2025 and 2024. This interest rate is based on the expected yield of the assets that support the reserves and reinvestment assumptions. As of December 31, 2025 and 2024, the discounted reserves for unfunded structured settlements were $ 432 million and $ 444 million, net of discount of $ 505 million and $ 535 million. For the years ended December 31, 2025, 2024 and 2023, the amount of interest recognized on the discounted reserves of unfunded structured settlements was $ 32 million, $ 33 million and $ 34 million. This interest accretion is presented as a component of Insurance claims and policyholders’ benefits on the Consolidated Statements of Operations but is excluded from t