What changed in this filing

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Item 1A. Risk Factors

2026-02-10 compared with 2025-02-11 · 253 added, 212 removed, 485 unchanged (49% of the section changed)

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We have described below the material risks facing us and our subsidiaries.

There may be 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.

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.

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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, geopolitical, social, economic and other environmental conditions change.

Further, the impact of social inflation continues to be significant, and the trajectory of its future impact remains uncertain.

Any 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 the cost of claims.

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.

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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, anticipated future premium rate increases and expenses.

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 against its earnings in the period in which reserves are determined to be insufficient.

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.

The reserves are discounted using upper-medium grade fixed income

instrument yields as of each reporting date.

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.

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In addition, CNA may not receive regulatory approval for the level of premium rate increases it requests.

Any adverse deviation between the level of future premium rate increases approved and the level included in CNA’s reserving assumptions may require an increase to its reserves.

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.

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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 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.

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 collectibility.

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.

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Accordingly, catastrophic events could have a material adverse effect on CNA’s business, results of operations, financial condition and liquidity.

The COVID-19 pandemic, including new or emerging variants, other potential pandemics and related measures to mitigate the spread of the foregoing may continue to have adverse impacts on its business, results of operations and financial condition and could be material.

CNA has experienced, and may continue to experience, claim submissions and litigation related to denial of claims based on policy coverage, or the facts of the claim, in certain lines of business that are implicated by the COVID-19 pandemic and mitigating actions taken by its customers and governmental authorities in response to its spread.

These lines include primarily commercial property-related business interruption coverage, healthcare professional liability, management liability (directors and officers, employment practices and professional liability lines) and workers’ compensation.

recorded significant losses during 2020, a portion of which remain classified as incurred but not reported (“IBNR”) reserves, in these areas and may experience continued losses, which could be material.

Increased frequency or severity in any or all of the foregoing lines, or others where the exposure has yet to emerge, relating to long-term effects of COVID-19, new or emerging variants, or other potential pandemics, and related measures to mitigate the spread of the foregoing may have a material impact on CNA’s business, results of operations and financial condition.

CNA has incurred and may continue to incur substantial expenses related to litigation activity in connection with COVID-related legal claims.

These actions primarily relate to denial of claims submitted as a result of the pandemic and the mitigating actions taken, including lockdowns and closing of certain businesses.

The significance of such litigation or any other litigation relating to new or emerging variants of COVID-19 or other potential pandemics and related measures to mitigate the spread of the foregoing, both in substance and volume, and the resultant CNA-initiated activities, including external counsel engagement, and the costs related thereto, may have a material impact on CNA’s business, results of operations and financial condition.

CNA has exposure related to A&EP claims, which could result in material losses.

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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, 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.

Additionally,

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.

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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, 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 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, including New York 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 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.

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.

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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.

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.

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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 to make underwriting or other decisions that impact product design and pricing.

If such utilization is more effective than how CNA uses its data and information, CNA will be at a competitive disadvantage.

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;

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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 artificial intelligence, 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.

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, tax policies, interest rates, domestic and international geopolitical issues and many other factors.

Any imposition of significant tariffs by the U.S., as well as any related retaliatory tariffs, may adversely impact the general economy and the financial markets, and adversely affect the valuation of CNA’s investments.

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.

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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 increase CNA’s net unrealized losses or reduce its net unrealized gains included in Accumulated Other Comprehensive Income (“AOCI”).

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.

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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 vendor’s 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 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.

An interruption in CNA’s system availability occurred in March 2021 as a result of a cybersecurity attack sustained by CNA.

Please refer to the immediately following risk factor for further information regarding this incident.

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 in a timely basis.

In addition, because CNA and its vendors’ information technology and telecommunications 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.

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.

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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 artificial intelligence, both within CNA’s systems to achieve operational efficiencies and within threat actors’ attack strategies, may further expose its systems to the risk of cyber-attacks.

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 third quarter of 2024, CNA was notified of a data breach resulting from a ransomware attack that impacted a former vendor.

This incident resulted in required breach notifications to CNA’s impacted long-term care policyholders, with such notifications made by the subject vendor.

In the same quarter, CNA was notified of a data breach resulting from a ransomware attack that impacted a current vendor.

This incident resulted in required breach notifications to impacted individuals, which included insurance claimants and their representatives, with such notifications made by the subject vendor.

Breaches could affect CNA’s data framework or 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.

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 such breaches that have occurred and resultant actions will have a material adverse effect on its business, these or similar incidents, or any other such 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.

As previously disclosed, CNA sustained a sophisticated cybersecurity attack in March 2021 involving ransomware that caused a network disruption and impacted certain of its systems.

CNA’s investigation into the incident revealed that an unauthorized third party copied some personal information relating to certain current and former employees, contract workers and their dependents and certain other persons, including some policyholders.

Although CNA currently has no indication that the impacted data has been misused, or that CNA or its policyholder data was specifically targeted by the unauthorized third party, it may be subject to subsequent investigations, claims or actions in addition to other costs, fines, penalties, or other obligations related to impacted data, whether or not such data is misused.

In addition, the misuse, or perceived misuse, of sensitive or confidential information regarding its business or policyholders could cause harm to CNA’s reputation and result in the loss of business with existing or potential customers, which could adversely impact its business, results of operations and financial condition.

Although CNA maintains cybersecurity insurance coverage insuring against costs resulting from cyber attacks (including the March 2021 attack), CNA does not expect the amount available under its coverage policy to cover all losses from cyber-attacks.

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.

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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.

Any losses relating to such non-compliant activity could materially adversely affect CNA’s business, results of operations and financial condition.

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.

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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.

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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 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.

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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 artificial intelligence, 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.

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.

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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 is mandatory and generally a function of its respective share of the voluntary market by line of insurance in each jurisdiction.

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 jurisdiction.

Risks Related to Us and Our Subsidiary, Boardwalk Pipelines

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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

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.

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

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.

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.

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.

The threat of climate change continues to attract considerable attention in the U.S.

Climate change remains a concern in the U.S.

and in other countries.

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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.

Although the Biden Administration has taken legislative, regulatory and executive action to address climate change, policy priorities, such as climate change, are likely to change with the new presidential administration.

For example, in August 2022, the Inflation Reduction Act of 2022 (“IRA”) passed, which advanced numerous climate-related objectives, including a methane emissions fee that applies to excess methane emissions from certain facilities that starts at $900 per metric ton of leaked methane in 2024 and increases to $1,200 in 2025 and $1,500 in 2026 and thereafter.

In November 2024, the EPA issued a final rule implementing the methane emissions fee;

however, Boardwalk Pipelines cannot predict if Congress may take action to repeal or revise the IRA, with respect to the methane emissions fee.

Additionally, the EPA regulates 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 OOOOb, as well as standards for existing sources for the first time ever, known as OOOOc.

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

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 and compliance with the new rules may affect the amount Boardwalk Pipelines owes under the IRA.

The EPA's final methane rules are currently being challenged by 23 states and a coalition of industry groups in the U.S.

Circuit Court of Appeals for the D.C.

To the extent not timely repealed or modified by the Trump Administration, the requirements of the EPA’s final methane rules could increase Boardwalk Pipelines’ operating costs and the costs of Boardwalk Pipelines’ customers, thereby adversely affecting its operations.

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.

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to reduce GHG emissions 50%-52% from 2005 levels by 2030.

However, on January 20, 2025, President Trump signed an Executive Order once again withdrawing the U.S.

from the Paris Agreement and from any other commitments made under the United Nations Framework Convention on Climate Change.

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 is uncertain at this time.

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.

and the federal government has and could in the future take various actions to seek to curtail oil and natural gas production and transportation, including limiting fracturing of oil and natural gas wells, restricting flaring and venting during natural gas production on federal properties, 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.

However, on his first day in office, President Trump signed several Executive Orders rescinding many of the previous administration’s climate-related initiatives, that included many of the actions noted above.

Boardwalk Pipelines cannot predict what additional actions the Trump Administration may take with respect to these matters or the timing for such actions.

Litigation risks are also increasing, 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 increasingly 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.

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.

Additionally, in March 2024, the SEC released a final rule that establishes a framework for the reporting of climate risks, targets and metrics.

However, the future of the SEC climate change rule is uncertain given that its implementation has been stayed pending the outcome of legal challenges;

moreover, the SEC under the Trump Administration may seek to repeal or revoke the rule, though Boardwalk Pipelines cannot predict whether such action will occur or its timing.

As a result, the ultimate impact of the SEC rule, or any similar climate-related disclosure requirements imposed in the future, on Boardwalk Pipelines’ business is uncertain and may result in increased compliance costs and increased costs of and restrictions on access to capital.

These agency actions also could increase the potential for litigation.

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.

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 Boardwalk Pipelines’ services.

Boardwalk Pipelines’ services.

Moreover, the increased competitiveness of alternative energy sources could reduce demand for hydrocarbons and for Boardwalk Pipelines’ services.

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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 in the Gulf of Mexico 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.

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.

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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, alleging that their operations contributed to increased coastal rising seas and erosion and seeking substantial damages.

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.

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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, particularly projects involving resources that are considered to increase GHG emissions and contribute to climate change.

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’ 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 has revised its standards from time to time and recently issued a series of significant rulemakings for onshore gas 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 .

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 September 2023, PHMSA published a proposed rule that, if finalized, would enhance the safety requirements for gas distribution pipelines and 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 is expected to 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 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 or ability to reliably serve its customers.

PHMSA retains discretion to withdraw or modify this authority.

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 expects to continue to engage in the construction of additional growth projects and modifications of its system.

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, as well as operational and other risks that are difficult to predict and some of which are beyond Boardwalk Pipelines’ control.

Additionally, the possibility of implementing trade tariffs under the Trump Administration could impact some of Boardwalk Pipelines’ pricing and availability of materials with some of its suppliers.

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.

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.

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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 and LNG export facilities and the price differentials between the gas supplies and the market demand for the gas (basis differentials).

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.

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.

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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 NNS and parking and lending (“PAL”) services.

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 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.

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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 total consolidated 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 three quarters following a qualified acquisition or series of acquisitions, where the purchase price exceeds $100.0 million over a rolling 12-month period, 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.

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

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.

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Boardwalk Pipelines’ indebtedness could affect its ability to meet its obligations and may otherwise restrict its activities.

As of December 31, 2024, Boardwalk Pipelines had $3.3 billion in principal amount of long-term debt outstanding.

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.

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For example, it could:

• limit Boardwalk Pipelines’ ability to borrow money for its working capital, capital expenditures, debt service requirements or other general business activities;

• 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;

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If Boardwalk Pipelines incurs additional debt, its increased leverage could also result in or exacerbate the consequences described above.

Changes in the debt markets and increases in interest rates could adversely affect Boardwalk Pipelines’ business.

Changes in the debt markets, including market disruptions, limited liquidity, and an increase in interest rates, may increase the cost of financing 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.

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.

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.

Pandemics or other outbreaks of contagious diseases and the measures to mitigate their spread could materially adversely affect Boardwalk Pipelines’ business, financial condition and results of operations and those of its customers, suppliers and other business partners.

The global outbreak of the COVID-19 pandemic and measures to mitigate the spread of COVID-19 caused unprecedented disruptions to the global and U.S.

economies and impacted global demand for oil and petrochemical products.

Future pandemics or other outbreaks of contagious diseases could result in similar or worse impacts and significant business and operational disruptions, including business closures, supply chain disruptions, travel restrictions, stay-at-home orders and limitations on the availability of workforces.

Although Boardwalk Pipelines’ operations are considered essential critical infrastructure under current Cybersecurity and Infrastructure Security Agency guidelines, if significant portions of Boardwalk Pipelines’ workforce are unable to work effectively, including because of illness or quarantines or from the impacts of any potential future pandemics or other outbreaks of contagious diseases, its business could be materially adversely affected.

Boardwalk Pipelines may also be unable to perform fully on its contracts, and its costs may increase as a result of any potential future pandemics or other outbreaks of contagious diseases.

These cost increases may not be fully recoverable.

It is possible that future pandemics or other outbreaks of contagious diseases could cause disruption in Boardwalk Pipelines’ customers’ businesses, cause delays, or limit the ability of its customers to perform, including in making timely payments to it.

Future pandemics or other outbreaks of contagious diseases could impact capital markets, which may impact Boardwalk Pipelines’ customers’ financial position.

Future pandemics or other outbreaks of contagious diseases may also have the effect of exacerbating several of the other risk factors contained herein.

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.

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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 increase cash flows will depend, in part, on its ability to expand its existing business lines and to close and execute on accretive acquisitions.

Boardwalk Pipelines’ ability to grow, diversify and

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.

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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 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.

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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, 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, constrained supply, and other factors that may not be offset by increased revenues;

• 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;

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• 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, such as the recent coronavirus;

• 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;

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• 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 the possibility that travelers may be inclined to seek alternatives to large public gatherings, such as conferences and conventions, out of safety concerns 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;

• 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;

• relationships with third-party property owners, developers, landlords, tenants, suppliers 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, 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.

• 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.

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.

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• 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 availability of financing, including the possibility of lenders electing to freeze or restrict loans secured by hospitality related assets or to not fund loans as anticipated or previously committed;

• 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;

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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 and marketing resources than Loews Hotels & Co.

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.

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Loews Hotels & Co’s efforts to develop new properties and renovate existing properties could be delayed or become more expensive.

Loews Hotels & Co from time to time renovates its properties and, together with joint venture partners, is currently expanding its portfolio through the ground-up construction of new properties in Orlando, Florida and in the future may similarly, alone or with joint venture partners, develop additional new properties.

Often joint venture partners may also serve as developer.

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, unforeseeable site conditions, construction errors or design defects) 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;

• 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;

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Loews Hotels & Co has a concentration of hotels in Florida.

Specifically, as of December 31, 2024, eight hotels, representing 54% of rooms in its system, were located at Universal Orlando in Orlando, Florida and ten hotels, representing approximately 60% of rooms in its system, were located in Florida.

Furthermore, there are three additional hotels under development in Orlando, Florida that will increase these numbers to 11 hotels in Orlando, representing approximately 59% of rooms in its system, and 13 hotels in Florida, representing approximately 64% of rooms in its system.

Loews Hotels & Co also has multiple hotels in other geographies, including Arlington, Texas and the Chicago, Illinois metropolitan area.

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, 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.

hotels in Florida, and which may in the future be intensified as a result of climate change.

These developments could include,

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.

Pandemics or other outbreaks of contagious diseases and efforts to mitigate their spread have had, and could in the future have, material adverse impacts on Loews Hotels & Co’s results of operations, financial condition and cash flows.

In response to the spread of COVID-19, governments across the globe implemented measures to mitigate the spread of the virus, such as through lockdowns or stay-at-home orders, business closures, restrictions on travel, limitations on large group gatherings and quarantines, among others.

Beyond the existence of governmental restrictions, the perception of health risks associated with COVID-19 limited business and leisure travel.

The spread of the coronavirus and related containment efforts caused unprecedented disruptions to the global economy, including supply chains, air travel and normal business operations across sectors, including the hospitality industry that depends on active levels of business and leisure travel.

Future pandemics or other outbreaks of contagious diseases may result in similar or more severe mitigation measures, perceptions of health risks and economic disruptions.

In response to COVID-19, Loews Hotels & Co temporarily suspended operations at the majority of its properties and, for a period after general operations resumed, occupancy rates were considerably lower for certain of its hotels compared to occupancy rates prior to the pandemic.

As a result of the suspended operations and lower occupancy levels, revenues were lower, while operating costs were not reduced to the same extent.

In addition, Loews Hotels & Co had to implement a number of new measures for the health and safety of its guests and employees, which increased its costs.

Loews Hotels & Co may have to implement similar responses to future pandemics or other outbreaks of contagious diseases, which may lead to similar or more severe effects.

As part of cost containment efforts at the outset of the COVID-19 pandemic, Loews Hotels & Co and many of its service providers and suppliers severed or put employees on unpaid leaves of absence.

When conditions improved such that increased staffing levels were required, finding and attracting talent to fill certain roles that were furloughed or eliminated was challenging for Loews Hotels & Co and certain of its service providers and suppliers, which affected Loews Hotels & Co’s ability to return to normal operations at certain of its hotels.

Loews Hotels & Co and its service providers and suppliers may have to take similar actions in response to future pandemics or other outbreaks of contagious diseases, which may lead to similar or more severe effects.

The negative impacts of a pandemic or other outbreak of contagious disease on Loews Hotels & Co’s business may substantially exacerbate the other risks facing Loews Hotels & Co, including those described in this section, and such impacts may linger beyond the containment and mitigation of any such pandemic or outbreak.

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.

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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 online and television advertising campaigns to drive consumers to their websites and other outlets.

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.

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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 its properties are potentially subject.

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.

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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 ceasing to offer certain services, which could harm Loews Hotel & Co’s reputation or guest satisfaction.

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.

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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 or the outbreak of contagious diseases that could increase costs.

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 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.

Furthermore, Loews Hotels & Co may have, or acquire

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.

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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 encountered as existing systems are replaced or upgraded.

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.

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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.

As with other large companies, we and our subsidiaries and our and their third party vendors have experienced cyber attacks and other cyber incidents and expect this to continue.

For example, CNA was subjected to a sophisticated cybersecurity incident involving ransomware in March 2021.

In addition, one of CNA’s former vendors and a current vendor experienced cybersecurity incidents during the third quarter of 2024.

For additional information about these incidents, see “ Risks Related to Us and Our Subsidiary, CNA Financial Corporation ” above under this Part I, Item 1A, and for a discussion of certain aspects of our approach to cybersecurity risk management and strategy, see Item 1C.

Cybersecurity.

If we and our subsidiaries and our and their third party vendors 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 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.

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.

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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 related to our 2018 acquisition of the Boardwalk Pipelines limited partnership units not already owned by our affiliates.

For instance, we and certain of our Boardwalk Pipelines-related subsidiaries are defendants in a class action litigation in the State of Delaware

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.

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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 in recent years 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.

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.

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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).

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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 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.

The use of different estimates and assumptions could result

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.

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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.

Increasing scrutiny and changing expectations from stakeholders with respect to ESG 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 are facing increasing scrutiny from stakeholders related to their ESG practices.

Certain influential investors in recent years have been focused on ESG practices and have placed increasing importance on the implications and social cost of their investments.

In addition, organizations that provide information on corporate governance and related matters have developed rating processes for evaluating companies on their approach to ESG matters, and many of these ratings processes are inconsistent with each other.

Such ratings are used by some investors to inform their investment and voting decisions.

Regardless of the industry, investors’ increased focus and activism related to ESG 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 ESG practices.

In addition, other stakeholders, including customers, employees, suppliers, regulators and ratings agencies, have also been focused on ESG matters.

Companies have also increasingly been requested by stakeholders to create and publish disclosures regarding their ESG practices.

While we and our subsidiaries may make such disclosures from time to time, many of the statements in those disclosures may not be material and may be based on expectations and assumptions that may not be representative of actual risks or events or forecasts of expected risks or events.

Such expectations and assumptions are necessarily uncertain and may be prone to error or subject to misinterpretation given the long timelines involved and the lack of an established single approach to identifying, measuring and reporting on many ESG matters.

As a holding company, our stakeholders generally focus on the ESG practices across our enterprise, including those at our subsidiaries.

As our subsidiaries operate in different industries, the particular ESG issues that stakeholders tend to focus on differ from subsidiary to subsidiary.

For instance, as a property and casualty insurer, CNA’s stakeholders may focus on the ESG practices of companies in which CNA invests, while Boardwalk Pipelines’ stakeholders may focus on climate change and emissions from Boardwalk Pipelines’ operations and Loews Hotels & Co’s stakeholders may focus on the carbon footprint of its properties.

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 the growing concern regarding ESG 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 ESG 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.

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.

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 1A. Risk Factors