Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Disclosure Controls and Procedures
The Company maintains a system of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), which is designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act, including this Report, is recorded, processed, summarized and reported on a timely basis. These disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company under the Exchange Act is accumulated and communicated to the Company’s management on a timely basis to allow decisions regarding required disclosure.
The Company’s management, including the Company’s principal executive officer (“CEO”) and principal financial officer (“CFO”) conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this Report and, based on that evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2025.
Internal Control Over Financial Reporting
Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, and the implementing rules of the Securities and Exchange Commission, the Company included a report of management’s assessment of the design and effectiveness of its internal control over financial reporting as part of this Annual Report on Form 10-K for the year ended December 31, 2025. The independent registered public accounting firm of the Company also reported on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025. Management’s report and the independent registered public accounting firm’s report are included under Item 8 of this Report under the captions entitled “Management’s Report on Internal Control Over Financial Reporting” and “Report of Independent Registered Public Accounting Firm.”
There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2025 that have materially affected or that are reasonably likely to materially affect the Company’s internal control over financial reporting.
Item 9B. Other Information.
None .
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
163
Table of Contents
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Information about our executive officers is reported under the caption “Information about our Executive Officers” in Part I of this Report.
We have a Code of Business Conduct and Ethics (“the Code”) which applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. The Code can be found on our website at www.loews.com and is available in print to any shareholder who requests a copy by writing to our Corporate Secretary at Loews Corporation, 9 West 57 th Street, New York, N.Y. 10019-2714. In addition, we have filed a copy of the Code as Exhibit 19.01 to this Annual Report on Form 10-K. We intend to post any changes to or waivers of the Code for our directors and executive officers, including our principal executive officer, principal financial officer, principal accounting officer or persons performing similar functions, on our website. Any amendment to the Code and any waiver applicable to our executive officers or senior financial officers will be posted on our website within the time period required by the SEC and New York Stock Exchange.
Within the Code, we have adopted insider trading policies and procedures governing the purchase, sale and/or other dispositions of our securities by directors, officers and employees, and by the Company itself, that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to us.
Additional information required by this Item can be found in the “Proposal No. 1: Election of Directors” and “Board Governance Information” sections in our Proxy Statement for our 2026 Annual Meeting of Shareholders to be filed with the SEC within 120 days after December 31, 2025 (the “2026 Proxy Statement”) and is incorporated herein by reference.
Item 11. Executive Compensation.
Information required by this item can be found in the “Board Governance Information,” “Compensation Discussion & Analysis,” “Compensation Committee Report on Executive Compensation” and “ 2025 Executive Compensation Tables” sections in our 2026 Proxy Statement and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
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)
N/A N/A N/A
(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.
164
Table of Contents
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Information required by this item can be found in the “Proposal No. 1: Election of Directors” and “Board Governance Information” sections in our 2026 Proxy Statement and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services.
Information required by this Item can be found in the “Proposal No. 3: Ratification of the Appointment of Our Independent Auditors” section in our 2026 Proxy Statement and is incorporated herein by reference.
165
Table of Contents
PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) 1. Financial Statements:
The financial statements appear under Item 8. The following additional financial data should be read in conjunction with those financial statements. Schedules not included with these additional financial data have been omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes to consolidated financial statements.
Page
Number
2. Financial Statement Schedules:
Loews Corporation and Subsidiaries:
Schedule I–Condensed financial information of Registrant as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023
172
Schedule V–Supplemental information concerning property and casualty insurance operations as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023
174
Description Exhibit Number
3. Exhibits:
(3) Articles of Incorporation and By-Laws
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. 001-06541)
3.01
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. 001-06541)
3.02
(4) Instruments Defining the Rights of Security Holders, Including Indentures
Description of Registrant’s Securities Registered under Section 12 of the Exchange Act, incorporated herein by reference to Exhibit 4.01 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. 001-06541)
4.01
Registrant hereby agrees to furnish to the Commission upon request copies of instruments with respect to long-term debt, pursuant to Item 601(b)(4)(iii) of Regulation S-K 4.02
(10) Material Contracts
Loews Corporation 20 25 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, 20 25 , filed with the SEC on August 4 , 20 25 (File No. 001-06541)
10.01 +
166
Table of Contents
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. 001-06541)
10.02 +
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. 001-06541)
10.03 +
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. 001-06541)
10.04 +
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. 001-06541)
10.05 +
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. 001-06541)
10.06 +
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. 001-06541)
10.07 +
Form of Time-Vesting Restricted Stock Unit Award Notice under the Loews Corporation 2016 Incentive Compensation Plan, incorporated herein by reference to Exhibit 10.03 to Registrant’s Report on Form 10-K for the year ended December 31, 2022, filed with the SEC n February 7, 2023 (File No. 001-06541)
10.08 +
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. 001-06541)
10.09 +
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. 001-06541)
10.10 +
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. 001-06541)
10.11 +
Loews Corporation Executive Deferred Compensation Plan, effective as of January 1, 2016, incorporated herein by reference to Exhibit 10.01 to Registrant’s Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on February 19, 2016 (File No. 001-06541)
10.12 +
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. 001-06541)
10.13 +
167
Table of Contents
Description Exhibit Number
Supplemental Retirement Agreement dated January 1, 2002 between Registrant and Andrew H. Tisch, incorporated herein by reference to Exhibit 10.30 to Registrant’s Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 8, 2002 (File No. 001-06541)
10.14 +
Amendment No. 1 dated January 1, 2003 to Supplemental Retirement Agreement between Registrant and Andrew H. 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. 001-06541)
10.15 +
Amendment No. 2 dated January 1, 2004 to Supplemental Retirement Agreement between Registrant and Andrew H. Tisch, incorporated herein by reference to Exhibit 10.27 to Registrant’s Report on Form 10-K for the year ended December 31, 2003, filed with the SEC on March 1, 2004 (File No. 001-06541)
10.16 +
Supplemental Retirement Agreement dated January 1, 2002 between Registrant and James S. Tisch, incorporated herein by reference to Exhibit 10.31 to Registrant’s Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 8, 2002 (File No. 001-06541)
10.17 +
Amendment No. 1 dated January 1, 2003 to Supplemental Retirement Agreement between Registrant and James S. Tisch, incorporated herein by reference to Exhibit 10.35 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. 001-06541)
10.18 +
Amendment No. 2 dated January 1, 2004 to Supplemental Retirement Agreement between Registrant and James S. Tisch, incorporated herein by reference to Exhibit 10.34 to Registrant’s Report on Form 10-K for the year ended December 31, 2003, filed with the SEC on March 1, 2004 (File No. 001-06541)
10.19 +
Supplemental Retirement Agreement dated January 1, 2002 between Registrant and Jonathan M. Tisch, incorporated herein by reference to Exhibit 10.32 to Registrant’s Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 8, 2002 (File No. 001-06541)
10.20 +
Amendment No. 1 dated January 1, 2003 to Supplemental Retirement Agreement between Registrant and Jonathan M. Tisch, incorporated herein by reference to Exhibit 10.37 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. 001-06541)
10.21 +
Amendment No. 2 dated January 1, 2004 to Supplemental Retirement Agreement between Registrant and Jonathan M. Tisch, incorporated herein by reference to Exhibit 10.41 to Registrant’s Report on Form 10-K for the year ended December 31, 2003, filed with the SEC on March 1, 2004 (File No. 001-06541)
10.22 +
(19) Insider Trading Policies and Procedures
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. 001-06541)
19.01
(21) Subsidiaries of the Registrant
List of subsidiaries of the Registrant
21.01*
(23) Consent of Experts and Counsel
168
Table of Contents
Description Exhibit Number
Consent of Deloitte & Touche LLP
23.01*
(24) Power of Attorney
24.01*
(31) Rule 13a-14(a)/15d-14(a) Certifications
Certification by the Chief Executive Officer of the Company pursuant to Rule 13a-14(a) and Rule 15d-14 (a) of the Exchange Act
31.01*
Certification by the Chief Financial Officer of the Company pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act
31.02*
(32) Section 1350 Certifications
Certification by the Chief Executive Officer of the Company pursuant to 18 U.S.C. Section 1350 (as adopted by Section 906 of the Sarbanes-Oxley Act of 2002)
32.01*
Certification by the Chief Financial Officer of the Company pursuant to 18 U.S.C. Section 1350 (as adopted by Section 906 of the Sarbanes-Oxley Act of 2002)
32.02*
(97) Loews Corporation Executive Incentive Compensation Clawback Policy, adopted May 9, 2023, incorporated herein by reference to Exhibit 97.01 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. 001-06541)
97.01 +
(101) XBRL Related Documents
XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101.INS*
Inline XBRL Taxonomy Extension Schema 101.SCH*
Inline XBRL Taxonomy Extension Calculation Linkbase 101.CAL*
Inline XBRL Taxonomy Extension Definition Linkbase 101.DEF*
Inline XBRL Taxonomy Label Linkbase 101.LAB*
Inline XBRL Taxonomy Extension Presentation Linkbase 101.PRE*
(104) (Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) 104*
* Filed herewith.
+Management contract or compensatory plan or arrangement.
Item 16. Form 10-K Summary.
Not included.
169
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
LOEWS CORPORATION
Dated: February 10, 2026
By /s/ Jane J. Wang
(Jane J. Wang, Senior Vice President and
Chief Financial Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Dated: February 10, 2026
By *
(Benjamin J. Tisch, President,
Chief Executive Officer and Director)
Dated: February 10, 2026
By *
(Jane J. Wang, Senior Vice President and
Chief Financial Officer)
Dated: February 10, 2026
By *
(Mark S. Schwartz, Vice President,
Chief Accounting Officer and Treasurer)
Dated: February 10, 2026
By *
(Ann E. Berman, Director)
Dated: February 10, 2026
By *
(Charles D. Davidson, Director)
Dated: February 10, 2026
By *
(Charles M. Diker, Director)
170
Table of Contents
Dated: February 10, 2026
By *
(Paul J. Fribourg, Director)
Dated: February 10, 2026
By *
(Walter L. Harris, Director)
Dated: February 10, 2026
By *
(Jonathan C. Locker, Director)
Dated: February 10, 2026
By *
(Susan P. Peters, Director)
Dated: February 10, 2026
By *
(Dino E. Robusto, Director)
Dated: February 10, 2026
By *
(Alexander H. Tisch, Director)
Dated: February 10, 2026
By *
(James S. Tisch, Director)
Dated: February 10, 2026
By *
(Jennifer VanBelle, Director)
*By: /s/ Marc A. Alpert
(Marc A. Alpert, Senior Vice President, General
Counsel and Secretary)
Attorney-in-Fact
171
Table of Contents
SCHEDULE I
Condensed Financial Information of Registrant
LOEWS CORPORATION
BALANCE SHEETS
ASSETS
December 31 2025 2024
(In millions)
Current assets, principally investment in short-term instruments $ 2,676 $ 2,222
Investments in securities 1,245 1,170
Investments in capital stocks of subsidiaries, at equity 16,673 15,623
Other assets 95 95
Total assets $ 20,689 $ 19,110
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities $ 597 $ 143
Long-term debt 1,286 1,785
Deferred income tax and other 120 116
Total liabilities 2,003 2,044
Shareholders’ equity 18,686 17,066
Total liabilities and shareholders’ equity $ 20,689 $ 19,110
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
Year Ended December 31
2025 2024 2023
(In millions)
Revenues:
Equity in income of subsidiaries (a)
$ 1,614 $ 1,328 $ 1,501
Net investment income, interest and other 214 261 131
Total 1,828 1,589 1,632
Expenses:
Administrative 68 76 119
Interest 75 75 80
Total 143 151 199
Income before income tax 1,685 1,438 1,433
Income tax (expense) benefit ( 18 ) ( 24 ) 1
Net income 1,667 1,414 1,434
Equity in other comprehensive income of subsidiaries
801 630 884
Total comprehensive income $ 2,468 $ 2,044 $ 2,318
172
Table of Contents
SCHEDULE I
(Continued)
Condensed Financial Information of Registrant
LOEWS CORPORATION
STATEMENTS OF CASH FLOWS
Year Ended December 31
2025 2024 2023
(In millions)
Operating Activities:
Net income $ 1,667 $ 1,414 $ 1,434
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities:
Equity method investees ( 268 ) ( 67 ) ( 512 )
Provision (benefit) for deferred income taxes 2 4 ( 4 )
Changes in operating assets and liabilities, net:
Receivables ( 3 ) ( 6 ) 10
Accounts payable and accrued liabilities 14 ( 12 ) ( 9 )
Trading securities ( 414 ) ( 695 ) 576
Other, net 31 2 109
1,029 640 1,604
Investing Activities:
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 )
( 159 ) 29 ( 199 )
Financing Activities:
Dividends paid ( 52 ) ( 55 ) ( 57 )
Purchases of treasury shares ( 806 ) ( 608 ) ( 849 )
Payment of debt ( 500 )
Other ( 13 ) ( 4 ) ( 5 )
( 871 ) ( 667 ) ( 1,411 )
Net change in cash ( 1 ) 2 ( 6 )
Cash, beginning of year 6 4 10
Cash, end of year $ 5 $ 6 $ 4
(a) Cash dividends paid to the Company by affiliates amounted to approximately $ 1.5 billion, $ 1.3 billion and $ 1.0 billion for the years ended December 31, 2025, 2024 and 2023.
173
Table of Contents
SCHEDULE V
LOEWS CORPORATION AND SUBSIDIARIES
Supplemental Information Concerning Property and Casualty Insurance Operations
Consolidated Property and Casualty Operations
December 31 2025 2024
(In millions)
Deferred acquisition costs $ 986 $ 959
Reserves for unpaid claim and claim adjustment expenses 26,599 24,976
Discount deducted from claim and claim adjustment expense reserves above (based on interest rates ranging from 3.5 % to 6.5 %)
583 615
Unearned premiums 7,635 7,346
Year Ended December 31
2025 2024 2023
(In millions)
Net written premiums $ 11,101 $ 10,605 $ 9,892
Net earned premiums 10,900 10,211 9,480
Net investment income 2,467 2,396 2,163
Incurred claim and claim adjustment expenses related to current year 6,724 6,330 5,667
Incurred claim and claim adjustment expenses related to prior years 189 42 48
Amortization of deferred acquisition costs 1,898 1,798 1,644
Paid claim and claim adjustment expenses 5,774 5,189 4,601
174