Richard Waldo Scott Form 4 LOEWS / RICHARD WALDO SCOTT ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SCOTT RICHARD WALDO

(Last) (First) (Middle)

C/O LOEWS CORPORATION

9 WEST 57TH STREET

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LOEWS CORP [ L ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP & Chief Investment Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/06/2025		M		6,606	A(1)	$0	49,525.8	D
Common Stock	02/06/2025		F		2,420	D(2)	$86.28	47,105.8	D
Common Stock	02/07/2025		M		6,579	A(3)	$0	53,684.8	D
Common Stock	02/07/2025		F		2,616	D(4)	$86.81	51,068.8	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(5)	02/06/2025		M			6,606	(1)	(1)	Common Stock	6,606	$0	6,607	D
Restricted Stock Units	(5)	02/07/2025		M			6,579	(3)	(3)	Common Stock	6,579	$0	0	D
Restricted Stock Units	(5)	02/10/2025		A		10,951		(6)	(6)	Common Stock	10,951	$0	10,951	D

Explanation of Responses:

1. Represents the conversion upon vesting of restricted stock units ("RSUs") into common stock. On February 6, 2023, the Reporting Person was awarded 13,213 RSUs ("2023 RSUs"), subject to the Issuer achieving a pre-determined level of performance based income ("PBI Metric") for 2023. The Issuer's Compensation Committee determined that the Issuer achieved the PBI Metric on February 5, 2024 and the 2023 RSUs were then reported on a Form 4 filed with the Securities and Exchange Commission (the "SEC"). 50% of these RSUs vested on February 6, 2025. The remaining 2023 RSUs vest on February 6, 2026.

2. The Reporting Person is reporting the withholding by the Issuer of shares of common stock that vested in respect of the 2023 RSUs on February 6, 2025 but were not issued in order to satisfy the Reporting Person's tax withholding obligations in connection therewith.

3. Represents the conversion upon vesting of RSUs into common stock. On February 7, 2022, the Reporting Person was awarded 13,157 RSUs ("2022 RSUs"), subject to the Issuer achieving a PBI Metric for 2022. The Issuer's Compensation Committee determined that the Issuer achieved the PBI Metric on February 6, 2023 and the 2022 RSUs were then reported on a Form 4 filed with the SEC. 50% of these RSUs vested on February 7, 2024. The remaining 2022 RSUs vested on February 7, 2025.

4. The Reporting Person is reporting the withholding by the Issuer of shares of common stock that vested in respect of the 2022 RSUs on February 7, 2025 but were not issued in order to satisfy the Reporting Person's tax withholding obligations in connection therewith.

5. Each RSU represents a contingent right to receive one share of the Issuer's common stock.

6. The RSUs were awarded to the Reporting Person on February 5, 2024 subject to the Issuer achieving a PBI Metric for 2024. The Issuer's Compensation Committee determined that the Issuer achieved the PBI Metric on February 10, 2025. 50% of the RSUs vest on February 5, 2026 and the remaining 50% vest on February 5, 2027. Shares of the Issuer's common stock will be delivered to the Reporting Person within 30 days after vesting, subject to any election to defer delivery of shares by the Reporting Person.

Remarks:

	/s/ Thomas H. Watson, by power of attorney for Richard W. Scott	02/10/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.