LOEWS CORP

Note 15. Benefit Plans

Pension Plans – Several non-contributory defined benefit plans are maintained for eligible employees. For benefits in certain plans, the accrued pension balance is credited with interest based on specified annual interest rates (which are established annually for all participants). The benefits for another plan which covers salaried employees are based on formulas which include, among others, years of service and average pay. The funding policy is to make contributions in accordance with applicable governmental regulatory requirements.

Other Postretirement Benefit Plans – Several postretirement benefit plans cover eligible employees and retirees. Participants generally become eligible after reaching age 55 with required years of service. Actual requirements for coverage vary by plan. Benefits for retirees who were covered by bargaining agreements vary by each unit and contract. Benefits for certain retirees are in the form of a health care account.

Benefits for retirees reaching age 65 are generally integrated with Medicare. Other retirees, based on plan provisions, must use Medicare as their primary coverage, with a portion of the unpaid amount being reimbursed by the employer; or are reimbursed for the Medicare Part B premium or have no employer coverage. The benefits provided are basically health and, for certain retirees, life insurance type benefits.

Certain of these benefit plans are funded and postretirement benefits are accrued during the active service of those employees who would become eligible for such benefits when they retire. December 31 is used as the measurement date for the plans.

Weighted average assumptions used to determine benefit obligations:

Weighted average assumptions used to determine net periodic benefit cost:

In determining the discount rate assumption, current market and liability information is utilized, including a discounted cash flow analysis of the pension and postretirement obligations. In particular, the basis for the discount rate selection was the yield on indices of highly rated fixed income debt securities with durations comparable to that of plan liabilities. The yield curve was applied to expected future retirement plan payments to adjust the discount rate to reflect the cash flow characteristics of the plans. The yield curves and indices evaluated in the selection of the discount rate are comprised of high quality corporate bonds that are rated AA by an accepted rating agency.

The expected long-term rate of return for plan assets is determined based on widely-accepted capital market principles, long-term return analysis for global fixed income and equity markets as well as the active total return oriented portfolio management style. Long-term trends are evaluated relative to market factors such as inflation, interest rates and fiscal and monetary policies, in order to assess the capital market assumptions as applied to the plan. Consideration of diversification needs and rebalancing is maintained.

Assumed health care cost trend rates:

In 2024, a subsidiary of CNA, as a sponsor of the CNA Employee Retirement Plan Trust (the “Plan”), paid $1 billion to purchase a nonparticipating single premium group annuity contract with Metropolitan Life Insurance Company (the “Insurer”) that transferred to the Insurer $1 billion of the Plan’s defined benefit pension obligations. The group annuity contract covers approximately 7,600 Plan participants and beneficiaries (the “Transferred Participants”), representing approximately 60% of the Plan’s obligations. Under the group annuity contract, the Insurer has made an irrevocable commitment, and will be solely responsible, to pay the pension benefits of each Transferred Participant that are due on and after January 1, 2025. The purchase of the group annuity contract was funded directly by assets of the Plan and required no cash or asset contributions from CNA. As a result of the transaction, CNA recognized apretax pension settlement charge of $367 million ($265 million after tax and noncontrolling interest). This charge is largely driven by the accelerated recognition of the actuarial pension loss from Accumulated other comprehensive income into Net income, which does not impact Shareholders’ equity.

In 2023, the Parent Company completed the termination of a non-contributory defined benefit plan. In total, the plan paid $66 million for the purchase of group annuity contracts from a third party insurance company to settle its obligations to retirees and certain participants and $34 million in lump sum payments to settle its obligations to certain other participants. The Company recorded a settlement expense of $47 million ($37 million after-tax) to recognize unrealized losses which were previously included in AOCI.

In 2023, the CNA Retirement Plan paid $80 million to settle its obligation to certain retirees through the purchase of a group annuity contract from a third party insurance company, which reduced the plan’s projected benefit obligation by $86 million.

Net periodic (benefit) cost components:

The following provides a reconciliation of benefit obligations and plan assets:

The accumulated benefit obligation for all defined benefit pension plans was $856 million and $854 million at December 31, 2025 and 2024.

A total return approach is employed whereby a mix of equity, limited partnerships and fixed maturity securities are used to maximize the long-term return of plan assets for a prudent level of risk and to manage cash flows according to plan requirements. The target allocation of plan assets is 0% to 40% invested in equity securities and limited partnerships, with the remainder primarily invested in fixed maturity securities. The intent of this strategy is to minimize expenses by generating investment returns that exceed the growth of the plan liabilities over the long run. Risk tolerance is established after careful consideration of the plan liabilities, plan funded status and corporate financial conditions. The investment portfolios contain a diversified blend of fixed maturity, equity and short-term securities. Alternative investments, including limited partnerships, are used to enhance risk adjusted long-term returns while improving portfolio diversification. At December 31, 2025, $86 million is committed to fund future capital calls from various third party limited partnership investments in exchange for an ownership interest in the related partnerships. Investment risk is monitored through annual liability measurements, periodic asset/liability studies and quarterly investment portfolio reviews.

The table below presents the estimated future minimum benefit payments at December 31, 2025.

In 2026, it is expected that contributions of approximately $19 million will be made to pension plans and $1 million to postretirement health care and life insurance benefit plans.

Pension plan assets measured at fair value on a recurring basis are summarized below.

(a)Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table for these investments are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the statement of financial position.

The limited partnership investments held within the plans are recorded at fair value, which represents the plans’ shares of the net asset value of each partnership, as determined by the general partner. Limited partnerships comprising more than 99% of the carrying value as of December 31, 2025 and 2024 were invested in private debt and equity. Limited partnerships comprising less than 1% of the carrying value as of December 31, 2025 and 2024 employ hedge fund strategies. Private debt and equity funds cover a broad range of investment strategies including buyout, private credit, growth capital and distressed investing. Hedge fund strategies include both long and short positions in fixed income, equity and derivative instruments. Within hedge fund strategies, approximately 100% were equity related, none pursued a multi-strategy approach andnone were focused on distressed investments at December 31, 2025.

For a discussion of the valuation methodologies used to measure fixed maturity securities, equities and short-term investments, see Note 4.

Other postretirement benefits plan assets measured at fair value on a recurring basis are summarized below.

There wereno Level 3 assets at December 31, 2025 and 2024.

Savings Plans – Several contributory savings plans are maintained which allow employees to make regular contributions based upon a percentage of their salaries. Matching contributions are made up to specified percentages of employees’ contributions. In addition, in certain plans, eligible employees also receive a contribution of a percentage of their annual eligible compensation. Employer contributions to these plans amounted to $119 million, $110 million and $103 million for the years ended December 31, 2025, 2024 and 2023.

Stock-based Compensation – In 2025, shareholders approved the Loews Corporation 2025 Incentive Compensation Plan (the “2025 Loews Plan”) which replaced a previously existing equity plan. The aggregate number of shares of Loews Corporation common stock authorized under the 2025 Loews Plan is 6,000,000 shares, plus up to 1,773,495 shares that were subject to outstanding awards and may be forfeited under the prior plan.

Loews Corporation stock-based compensation consists of time-based restricted stock units (“RSUs”), performance-based restricted stock units (“PSUs”), stock appreciation rights (“SARs”) and awards of common stock. RSUs and PSUs represent the right to receiveone share of Loews Corporation common stock for each vested award. RSUs and PSUs vest 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date. PSUs are also subject to the achievement of specified performance goals by the Company. SARs represent the right to receive payment with respect to the difference, if any, between the value of a share of Loews Corporation common stock and the exercise price of the SAR on the exercise date. SARs become exercisable seven years after the grant date and expireten years after the grant date.

In 2025, Loews Corporation granted an aggregate of 136,092 RSUs and PSUs at a weighted average grant-date fair value of $84.92 per unit,1,237,500 SARs with a weighted average exercise price of $161.11 per share and 5,462 shares of common stock with a weighted average grant-date fair value of$100.12 per share. No RSUs were forfeited during the year and all 1,237,500 SARs remained outstanding at December 31, 2025.

The Company recognized compensation expense in connection with stock-based compensation that decreased net income by $41 million, $39 million and $36 million for the years ended December 31, 2025, 2024 and 2023. CNA also maintains its own stock-based compensation plan.