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Item 9A. Controls and Procedures

2026-02-10 compared with 2025-02-11 · 41 added, 14 removed, 227 unchanged (20% of the section changed)

25 unchanged sentences

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Information about securities authorized for issuance under equity compensation plans can be found under the caption “Securities Authorized for Issuance Under Equity Compensation Plans” under Item 5 of this Report.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides certain information as of December 31, 2025 with respect to our equity compensation plans under which our equity securities are authorized for issuance.

Plan category Number of

securities to be

issued upon exercise

of outstanding

options, warrants

and rights Weighted average exercise price of outstanding options, warrants and rights Number of

securities remaining available for future issuance under

equity compensation plans (excluding securities reflected

in the first column)

Equity compensation plans approved by

security holders (a)

1,657,002 $ 161.11 5,996,440

Equity compensation plans not approved by

security holders (b)

(a) Reflects 1,237,500 outstanding unvested stock appreciation rights (“SARs”), 296,547 outstanding unvested time-based and/or performance-based restricted stock units (“RSUs”), 121,053 deferred vested RSUs and 1,902 deferred share grants awarded under Loews Corporation’s incentive compensation plans.

The weighted average exercise price is calculated based solely on the exercise prices for the outstanding SARs because the other outstanding equity awards do not have exercise prices.

(b) We do not have equity compensation plans that have not been approved by our shareholders.

Additional information required by this item can be found in the “Stock Ownership” section in our 2026 Proxy Statement and is incorporated herein by reference.

16 unchanged sentences

(3) Articles of Incorporation and By-Laws

Restated Certificate of Incorporation of Registrant, as amended as of May 9, 2023 , incorporated her ein by reference to Exhibit 3.01 to Registra nt ’ s Repor t on Form 10K for the year ended D ecember 31, 2023, filed with the SEC on February 6, 2024 (File No.

Restated Certificate of Incorporation of Registrant, as amended as of May 9, 2023, incorporated herein by reference to Exhibit 3.01 to Registrant’s Report on Form 10 - K for the year ended December 31, 2023, filed with the SEC on February 6, 2024 (File No.

By-Laws of Registrant as amended and restated as of November 8, 2022, incorporated herein by reference to Exhibit 3.02 to Registrant’s Report on Form 8-K filed with the SEC on November 8, 2022 (File No.

5 unchanged sentences

Description Exhibit Number

Form of Performance-Based Restricted Stock Unit Award Notice under the Loews Corporation 20 25 Incentive Compensation Plan, incorporated herein by reference to Exhibit 10.

2 to Registrant’s Report on Form 10- Q for the quarter ended June 30, 2025 , filed with the SEC on August 4 , 202 5 (File No.

Form of Time -Based Restricted Stock Unit Award Notice under the Loews Corporation 2025 Incentive Compensation Plan, incorporated herein by reference to Exhibit 10.

3 to Registrant’s Report on Form 10-Q for the quarter ended June 30, 2025, filed with the SEC on August 4, 2025 (File No.

Form of Deferral Election For m for Equity A ward s under the Loews Corporation 2025 Incentive Compensation Plan, incorporated herein by reference to Exhibit 10.

4 to Registrant’s Report on Form 10-Q for the quarter ended June 30, 2025, filed with the SEC on August 4, 2025 (File No.

Loews Corporation 2016 Incentive Compensation Plan, incorporated herein by reference to Exhibit 10.1 to Registrant’s Report on Form 10-Q for the quarter ended June 30, 2016, filed with the SEC on August 1, 2016 (File No.

Form of Award Noti ce for Stock Appr eciati o n Ri ght s under the Loews Corporation 20 16 Incentive Compensation Plan, incorporated herein by reference to Exhibit 10.

01 to Registrant’s Report on Form 8-K filed with the SEC on February 1 8 , 2025 (File No.

Form of Performance-Based Restricted Stock Unit Award Notice under the Loews Corporation 2016 Incentive Compensation Plan, incorporated herein by reference to Exhibit 10.02 to Registrant’s Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 7, 2023 (File No.

1 unchanged sentence

Form of Director Restricted Stock Unit Award Notice under the Loews Corporation 2016 Incentive Compensation Plan, incorporated herein by reference to Exhibit 10.04 to Registrant’s Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 7, 2023 (File No.

Form of Election Form for Restricted Stock Units under the Loews Corporation 2016 Incentive Compensation Plan, incorporated herein by reference to Exhibit 10.5 to Registrant’s Report on Form 10-Q for the quarter ended June 30, 2016, filed with the SEC on August 1, 2016 (File No.

Loews Corporation Amended and Restated Stock Option Plan, incorporated herein by reference to Exhibit A to Registrant’s Proxy Statement, filed with the SEC on March 26, 2012 (File No.

Form of Award Certificate for grants of stock appreciation rights pursuant to the Loews Corporation Amended and Restated Stock Option Plan, incorporated herein by reference to Exhibit 10.28 to Registrant’s Report on Form 10-K for the year ended December 31, 2009, filed with the SEC on February 24, 2010 (File No.

Form of Deferral Election Form for Restricted Stock Units under the Loews Corporation 2016 Incentive Compensation Plan, incorporated herein by reference to Exhibit 10.5 to Registrant’s Report on Form 10-Q for the quarter ended June 30, 2016, filed with the SEC on August 1, 2016 (File No.

Loews Corporation Deferred Investment Plan, effective as of January 1, 2020, incorporated herein by reference to Exhibit 10.08 to Registrant’s Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 12, 2020 (File No.

1 unchanged sentence

Loews Corporation Deferred Compensation Plan, amended and restated as of January 1, 2008, incorporated herein by reference to Exhibit 10.01 to Registrant’s Report on Form 10-K for the year ended December 31, 2008, filed with the SEC on February 25, 2009 (File No.

Description Exhibit Number

Supplemental Retirement Agreement dated January 1, 2002 between Registrant and Andrew H.

3 unchanged sentences

Tisch, incorporated herein by reference to Exhibit 10.33 to Registrant’s Report on Form 10-K for the year ended December 31, 2002, filed with the SEC on March 27, 2003 (File No.

Description Exhibit Number

Amendment No.

18 unchanged sentences

(19) Insider Trading Policies and Procedures

Code of Business Conduct and Ethics

Code of Business Conduct and Ethics, incorporated herein by reference to Exhibit 19.01 to Registrant’s Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 11, 2025 (File No.

(21) Subsidiaries of the Registrant

1 unchanged sentence

(23) Consent of Experts and Counsel

Description Exhibit Number

Consent of Deloitte & Touche LLP

1 unchanged sentence

(31) Rule 13a-14(a)/15d-14(a) Certifications

Description Exhibit Number

Certification by the Chief Executive Officer of the Company pursuant to Rule 13a-14(a) and Rule 15d-14 (a) of the Exchange Act

49 unchanged sentences

February 10, 2026

Robusto, Director)

February 10, 2026

(Alexander H.

3 unchanged sentences

February 10, 2026

(Anthony Welters, Director)

(Jennifer VanBelle, Director)

Alpert, Senior Vice President, General

18 unchanged sentences

Total liabilities and shareholders’ equity $ 20,689 $ 19,110

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

Year Ended December 31

4 unchanged sentences

Net investment income, interest and other 214 261 131

Investment loss

Total 1,828 1,589 1,632

5 unchanged sentences

Net income 1,667 1,414 1,434

Equity in other comprehensive income (loss) of subsidiaries 630 884 ( 2,000 )

Total comprehensive income (loss) $ 2,044 $ 2,318 $ ( 1,178 )

Equity in other comprehensive income of subsidiaries

Total comprehensive income $ 2,468 $ 2,044 $ 2,318

Condensed Financial Information of Registrant

17 unchanged sentences

Investments in and advances to subsidiaries ( 1 ) 2 ( 217 )

Purchases of equity securities ( 20 )

Purchases of limited partnership investments ( 88 )

Change in investments, primarily short-term ( 50 ) 27 29

Other ( 11 ) ( 9 )

( 159 ) 29 ( 199 )

29 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures