What changed in this filing

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Item 1. Business

2026-02-10 compared with 2025-02-11 · 139 added, 86 removed, 290 unchanged (44% of the section changed)

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• commercial property and casualty insurance (CNA Financial Corporation, an approximately 92% owned subsidiary);

• transportation and storage of natural gas and natural gas liquids (Boardwalk Pipeline Partners, LP, a wholly owned subsidiary);

• transportation and storage of natural gas and natural gas liquids, olefins and other hydrocarbons (Boardwalk Pipeline Partners, LP, a wholly owned subsidiary);

• operation of a chain of hotels (Loews Hotels Holding Corporation, a wholly owned subsidiary).

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CNA’s services include warranty, risk management, information services and claims administration.

CNA’s products and services are primarily marketed through independent agents, brokers and managing general underwriters to a wide variety of

customers, including small, medium and large businesses, insurance companies, associations, professionals and other groups.

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.

The property and casualty insurance industry is highly competitive, both as it relates to rate and service.

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CNA’s commercial property and casualty insurance operations (“Property & Casualty Operations”) includes its Specialty, Commercial and International lines of business.

Specialty provides management and professional liability and other coverages through property and casualty products and services using a network of brokers, independent agencies and managing general underwriters.

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:

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Warranty and Alternative Risks :

Warranty and Alternative Risks provides extended service contracts and insurance products that provide protection from the financial burden associated with mechanical breakdown and other related losses, primarily for vehicles, portable electronic communication devices and other consumer goods.

Service contracts are generally distributed by commission-based independent representatives and sold by auto dealerships and retailers in North America to customers in conjunction with the purchase of a new or used vehicle or new consumer goods.

Additionally, CNA’s insurance companies may issue contractual liability insurance policies or guaranteed asset protection reimbursement insurance policies to cover the liabilities of these service contracts issued by affiliated entities or third parties.

Commercial works with a network of 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 markets and other commercial customers.

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 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.

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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 CNA Re, A&EP, a legacy portfolio of excess workers’ compensation (“EWC”) policies and certain legacy mass tort reserves.

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.

Current Regulation:

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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 and Financial Conduct Authority, the Office of Superintendent of Financial Institutions in Canada, the Luxembourg insurance regulator Commissariat aux Assurances and the Bermuda Monetary Authority.

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.

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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.

Capital adequacy and risk management regulations, referred to as Solvency II, apply to CNA’s European operations and are enacted by the European Commission, the executive body of the European Union (“E.U.”).

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.

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In 2024, the IAIS concluded that the AM provides comparable outcomes to the ICS.

While the AM will undergo further refinement as a part of the implementation process, the finding of comparability by the IAIS represents recognition of existing U.S.

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.

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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 industrial customers in Louisiana and Texas.

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.

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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 industrial customers in Louisiana and Texas.

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.

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Boardwalk Pipelines’ principal natural gas and natural gas liquids businesses are described below:

Boardwalk Pipelines’ natural gas business, which provides transportation, storage and PAL services for natural gas customers, consists of integrated interstate and intrastate natural gas pipelines and storage facilities.

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.

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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 2024 was approximately 10.2 billion cubic feet (“Bcf”).

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.

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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 generators and industrial customers.

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.

The following table provides information for Boardwalk Pipelines’ natural gas assets owned and operated as of December 31, 2025 :

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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 the Sulphur Hub in Louisiana.

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 end-users.

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 47.8 MMBbls of salt dome storage capacity, including approximately 7.6 Bcf of working natural gas storage capacity, significant brine supply infrastructure, and approximately 310 miles of pipeline assets, including an extensive ethylene distribution system.

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 on the Choctaw Hub for use in providing brine supply services and supporting its NGLs storage operations.

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 the 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 the ethylene distribution system and storage facilities at Louisiana Midstream’s Sulphur and Choctaw Hubs.

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 the Sulphur and Choctaw Hubs.

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 industrial customers in Louisiana and Texas.

Bayou Ethane provides ethane supply and transportation services for petrochemical customers in Louisiana and Texas.

The following table provides information for Boardwalk Pipelines’ natural gas liquids assets owned and operated as of December 31, 2025 :

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Pipeline Annual

(MMBbls) Working

(Bcf) Liquids

(MMBbls) Liquids

Louisiana Midstream 300 60.8 31.2

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Bayou Ethane 375 44.5

In 2024, Boardwalk Pipelines placed into service approximately $245 million of growth projects which represents approximately 0.4 Bcf per day of firm natural gas transportation capacity, additional capacity on its ethylene pipeline systems and increased storage capacity and reliability.

Boardwalk Pipelines expects to spend a total of approximately $1.6 billion on its ongoing and announced growth projects, with expected in-service dates for these projects ranging from 2025-2029.

These projects are expected to add over 2.0 Bcf per day of firm natural gas transportation capacity.

These projects are expected to serve increased natural gas demand from electric power generation plants and industrial customers.

Boardwalk Pipelines’ growth projects are secured by long-term firm contracts, though some are supported by executed precedent transportation agreements for projects that are subject to regulatory approvals.

Boardwalk Pipelines serves a broad mix of customers, including end-use customers, such as electric power generators, local distribution companies, industrial users and exporters of liquefied natural gas (“LNG”).

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.

Boardwalk Pipelines’ more significant growth projects are listed and described below:

Expected in-service date Expected incremental capacity added to system

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.

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.

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 have diversified over time, 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.

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:

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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 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.

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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.

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.

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).

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Court of Appeals for the D.C.

Circuit struck down four of the five challenged safety standards.

In September 2023, PHMSA published a proposed rule that, if finalized, would enhance the safety requirements for gas distribution pipelines and would require updates to distribution integrity management programs, emergency response plans, operations and maintenance manuals and other safety practices.

These new 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.

Circuit struck down four of the five

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.

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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 future of these actions is uncertain.

For example, the Biden Administration revised various rules to be more stringent, repealed various rules issued by the first Trump Administration, imposed restrictions on methane emissions from oil and gas operations and ground level ozone emission standards and took other actions to mitigate climate change and further limit greenhouse gas (“GHG”) emissions.

In addition, 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 that, in the second and final “phase” of updates, revised the implementing regulations of the procedural provisions of NEPA and implemented amendments to NEPA included in the Fiscal Responsibility Act of 2023.

The final rule was challenged by various states and the litigation remains ongoing.

More recently, in November 2024, a panel of three judges

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 followed with a statement by a majority of the judges suggesting that in future cases they may not rule similarly that the CEQ lacks rulemaking authority.

In February 2025, the District Court for North Dakota also held that the CEQ lacks authority to issue NEPA regulations and vacated the CEQ’s 2024 “Phase 2” rule.

Additionally, President Trump signed an energy-related Executive Order which included ordering the CEQ to propose rescinding its NEPA regulations.

As a result, there is significant uncertainty with respect to current and future NEPA regulations.

While Boardwalk Pipelines cannot predict the full impact of these developments, any legal challenges to NEPA reviews performed in connection with its projects may result in further permitting and approval delays.

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.

Environmental laws and regulations generally become stricter over time;

however, Boardwalk Pipelines cannot predict how the recent change in presidential administrations will impact its regulatory obligations.

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.

There is ongoing litigation with respect to the status and use of the U.S.

Army Corps of Engineers (“the Corps”) Clean Water Act Section 404 Nationwide Permit (“NWP”) 12, which was issued in January 2021 and subsequently challenged by various environmental groups.

Boardwalk Pipelines relies on NWP 12, alongside other NWPs, as blanket authority for construction, maintenance, repair and removal of pipelines.

If NWP 12 is 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.

The NWP process relies upon the Clean Water Act Section 401 certification process, which is also subject to ongoing litigation.

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.

While the litigation is ongoing and the full extent and impact of these actions is unclear at this time, any disruption in Boardwalk Pipelines’ ability to obtain coverage under NWP 12 or other permits may result in increased costs and project delays if it is forced to seek individual permits from the Corps.

There also 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.

Most recently, in September 2023, the EPA issued a version of the WOTUS rule that, due to injunctions in certain states, is being implemented in only 24 states.

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.

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, Boardwalk Pipelines cannot predict what actions the Trump Administration may take with respect to any of these regulations and the timing with respect to the same.

As a result, there is significant uncertainty with respect to wetlands regulation under the Clean Water Act at this time.

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.

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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 ESG 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.

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.

Boardwalk Pipelines is headquartered in leased office space located in Houston, Texas.

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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, twelve are owned by joint ventures in which Loews Hotels & Co has noncontrolling equity interests and two are managed for unaffiliated owners.

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 both joint venture and managed 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.

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Loews Regency New York Hotel, New York, New York 379

Loews Vanderbilt Hotel, Nashville, Tennessee 339

Loews Nashville Hotel at Vanderbilt Plaza, Nashville, Tennessee 339

Loews Ventana Canyon Resort, Tucson, Arizona

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Universal Endless Summer Resort – Surfside Inn and Suites, Orlando, Florida 750

Bisha Hotel and Residences, Toronto, Canada 96

Universal Helios Grand Hotel, a Loews Hotel, Orlando, Florida

Universal Stella Nova Resort, Orlando, Florida

Universal Terra Luna Resort, Orlando, Florida

Loews New Orleans Hotel, New Orleans, Louisiana 285

* Loews Hotels & Co has a controlling majority equity interest in this property.

Five owned hotels and eight joint venture hotels are subject to land leases.

Five owned hotels and eleven joint venture hotels are subject to land leases.

Recent Developments and Growth Projects:

• In 2024, Loews Hotels & Co completed the sale of Loews Minneapolis Hotel;

• In the first quarter of 2024, Loews Arlington Hotel and Convention Center in Arlington, Texas opened with 888 guestrooms and over 250,000 square feet of function space.

In the fourth quarter of 2024, Loews Hotels & Co acquired the remaining outstanding noncontrolling interest in this property;

• On January 21, 2025, Universal Stella Nova Resort, a 750 guestroom hotel, opened.

As with Loews Hotels & Co’s other properties at Universal Orlando, Loews Hotels & Co manages the hotel and has a noncontrolling joint venture equity interest in the hotel;

• In 2025, Universal Terra Luna Resort, a 750 guestroom hotel, and Universal Helios Grand Hotel, a Loews Hotel, a 500 guestroom hotel, are expected to open at Universal Orlando.

As with Loews Hotels & Co’s other properties at Universal Orlando, Loews Hotels & Co will serve as manager and have a noncontrolling joint venture equity interest in the hotels.

• 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;

• 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.

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.

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Senior Vice President and Chief Financial Officer

Each of Marc A.

Alpert, Richard W.

Scott and Kenneth I.

Siegel has served in his current role at Loews Corporation for at least the past five years.

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.

Tisch has served as Vice President, Loews Corporation, since 2014.

He has also served as an officer of Loews Hotels & Co since June 2017, where he was Executive Vice President, Chief Commercial and Development Officer from June 2017 until September 2020, President from September 2020 until December 2022, and President and Chief Executive Officer since January 2023.

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.

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.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business