# One Vote a Share: How the Tisch Family Keeps Loews by Making It Smaller

Loews has no supervoting stock and no holding company above it. The Tisch cousins hold fewer shares between them than in 2018 and a far larger slice of the company. Here is why.

Author: J.A. Watte
Published: August 6, 2026
Source: https://jwatte.com/blog/tisch-loews-holding/

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There is no supervoting share in this one, and that is the reason to read it.

Loews Corporation has one class of common stock and no preferred stock outstanding ([FY2025 10-K](https://www.sec.gov/Archives/edgar/data/60086/000006008626000008/l-20251231.htm)). The 2026 proxy states the rule in a sentence: "Each outstanding share of our common stock is entitled to one vote on all matters that may come before the Annual Meeting" ([2026 proxy](https://www.sec.gov/Archives/edgar/data/60086/000006008626000023/l-20260331.htm)). Ten directors stand for election at the 2026 annual meeting, the size the board fixed for itself after two long-serving members said they would retire, and every one of them stands every year under a majority voting standard. No classified board, no cumulative voting, no shareholder rights plan appears in either document. Next to [Ford's Class B stock](/blog/ford-family-control/) or [Exor's loyalty shares](/blog/agnelli-exor-family-holding/), the Tisch family holds nothing special. It holds the same stock a retail buyer gets, and it can be outvoted.

It runs the company anyway. The mechanism is not in the charter. It is in the cash flow statement.

In 2025 the parent "received $1.5 billion in cash dividends from our subsidiaries: $954 million from CNA, including a special cash dividend of $497 million, and distributions of $500 million from Boardwalk Pipelines." Of that, $806 million funded treasury stock purchases and $52 million went out as dividends. Roughly fifteen dollars of buyback for every dollar of dividend. Each repurchased share leaves the denominator the family's block is measured against, so the family never has to buy anything. The company buys the company, and the family's percentage climbs on its own.

## What is under the lid

"Loews Corporation was incorporated in 1969 and is a holding company." The structure below that sentence is shallow. CNA Financial is roughly 92 percent owned, which CNA confirms itself: "Loews Corporation (Loews) owned approximately 92% of our outstanding common stock as of December 31, 2025" ([CNA FY2025 10-K](https://www.sec.gov/Archives/edgar/data/21175/000002117526000011/cna-20251231.htm)). Boardwalk sits under a wholly owned subsidiary that owns "directly and indirectly, 100% of the general partner and limited partnership interests of Boardwalk Pipelines." Loews Hotels is wholly owned and runs 27 hotels, 11 owned outright, 15 in joint ventures where Loews takes a noncontrolling stake, one managed for an outside owner. About 53 percent of Altium Packaging sits off to the side on the equity method.

By revenue it is an insurer with attachments: CNA 81.2 percent, Boardwalk 12.6 percent, hotels 5.1 percent. Total assets were $86.3 billion at year end and net income attributable to Loews $1,667 million. The proxy describes the parent's job as allocating capital, and "repurchases of our shares" is item two on its own four-item list.

## The denominator does the work

Line up the shares outstanding printed on the cover of every Loews annual report and the number falls in seventeen consecutive filings, from 422,433,635 in February 2010 to 206,052,874 in February 2026 ([SEC XBRL data](https://data.sec.gov/api/xbrl/companyconcept/CIK0000060086/dei/EntityCommonStockSharesOutstanding.json)).

Go back further and the pattern is older than the filings that made me notice it. Loews split its stock three times in the modern era: two-for-one effective December 1, 1995, two-for-one again effective March 21, 2001, and three-for-one on May 8, 2006. Adjust the old counts for all three and the count stood at roughly 808 million shares at the end of 1991, the earliest year the company's EDGAR-era filings reach. It has fallen in almost every year since. Against today's 206.05 million that is a 74.5 percent reduction, my arithmetic on the company's own numbers across three stock splits.

The middle of that run is visible in the filings themselves. The FY1995 five-year table shows 134.6 million shares at the end of 1991 falling to 117.8 million by the end of 1995, on a basis that already reflects the December 1995 split. The FY2001 table picks it up at 230.0 million for 1997 and carries it down to 191.5 million for 2001, on a basis that reflects the 2001 split. Multiply each of those into today's shares and you get the same line, sloping down for thirty-five years.

Recently: 8.9 million, 7.7 million and 14.0 million shares repurchased in 2025, 2024 and 2023 at costs of $0.8 billion, $0.6 billion and $0.9 billion, with 9.1 million treasury shares retired outright on December 31, 2025. The compensation committee counts it as an achievement, writing that Loews "has repurchased approximately 64.4 million shares, or 23.9%, of its common stock from 2021 through the end of 2025." Almost a quarter of the company retired in five years, and management is paid for doing it.

## The family holds less, and its slice grew anyway

The intuitive story is that a family holding this much has been accumulating. The proxies show fewer shares, not more.

In March 2018, James S. Tisch reported 16,571,955 shares, or 5.1 percent, and Andrew H. Tisch 15,451,859, or 4.8 percent ([2018 proxy](https://www.sec.gov/Archives/edgar/data/60086/000119312518098561/d542577ddef14a.htm)). In March 2026, James holds 16,075,050 shares and 7.8 percent, Andrew 14,100,959 and 6.9 percent. Both are reported with fewer shares and a materially larger piece of the company. Jonathan M. Tisch went the other way on the share count, from 7,669,048 shares and 2.4 percent in 2018 to 7,812,797 and 3.8 percent now, so this is not a uniform exit.

The insider group went from 40,038,190 shares and 12.3 percent to 39,041,072 and 19.0 percent, though the 2018 group was eighteen executive officers and directors and the 2026 group is seventeen executive officers, directors and directors emeriti. A million fewer shares, and half again as large a percentage. Two more caveats keep that honest. The 2018 figures include a few shares underlying exercisable stock appreciation rights, so the two years are not measured identically. And a decline in reported beneficial ownership is not proof of selling, since charitable transfers and trust restructuring move the same numbers.

The other surprise on that page is who sits on top of it. The biggest reported holder of Loews is The Vanguard Group at 19,426,064 shares, or 9.4 percent, ahead of James at 7.8 percent. BlackRock holds 6.9 percent, the same as Andrew, and Jonathan holds 3.8 percent. The two index-manager lines are institutional position reports dated December 31, 2025 rather than record-date holdings, so they are a quarter older than the family lines next to them. The three cousins together hold 37,988,806 shares, 18.46 percent of the 205,767,698 outstanding, which is my arithmetic on the proxy's own lines.

Read the 19.0 percent as a floor, not a family total. The SEC requires disclosure of directors, nominees, named executive officers and holders above 5 percent, and Loews adds its two directors emeriti on top of that. Tisches who are none of those never appear. No filing reports a family-wide number, and no Schedule 13D group filing exists that would create one. A precise family stake is an estimate, whoever quotes it.

## The holding layer is a set of parallel trusts

There is no Tisch family holding company and no voting trust, nothing resembling the [Agnelli chain of boxes](/blog/agnelli-exor-family-holding/). Each cousin holds his block personally and through trusts he is the trustee of. The footnote for James reads: "The amount beneficially owned includes 9,816,950 shares held by trusts of which he is trustee, 3,005,037 shares held by his wife or trusts of which his wife is trustee and 380,000 shares held by a charitable foundation of which he is a director." Andrew is reported with 12,036,901 shares in trusts and 840,000 in a foundation, Jonathan with 6,708,932 in trusts and 1,070,040 across two foundations.

Those blocks are administered from 712 Fifth Avenue, 12th Floor, care of Barry L. Bloom, which is not Loews headquarters at 9 West 57th Street. It is also the address at which the James S Tisch Family Foundation, EIN 13-4037380, is registered in the IRS exempt organization file. The proxy never says which foundation holds which block, so that layer can be located but not mapped.

## The pump, and why the dividend stays small

The cash comes up a regulated chain. Continental Casualty paid $1,115 million to CNA Financial in 2025, CNA Financial paid $1,047 million to its common stockholders, and Loews took $954 million of it. Boardwalk sent $500 million more. The ceiling is set in Illinois, not New York: the most Continental Casualty can pay in ordinary dividends during 2026 without prior approval from the state insurance department is $1,266 million, less whatever it has already paid over the preceding twelve months. Given that it paid $1,115 million in 2025, that trailing clause is the whole story of how much room is actually there. The parent says plainly that it relies on "distributions from our subsidiaries to generate the funds necessary to meet our obligations and to declare and pay any dividends to our shareholders."

Now the other end of the pipe. Loews pays $0.25 a share a year and has for at least six years, $52 million in 2025. In October 1995 the board declared a quarterly dividend of $0.25 per post-split share, "effectively doubling the Company's annual dividend rate." Run that dollar a year through the 2001 two-for-one and the 2006 three-for-one and it is worth about $0.167 per current share, my arithmetic. Today's $0.25 is about half again as much. Thirty years, and the payout per share has barely moved while the share count fell by roughly three quarters. The buyback did all the work.

That is design, not stinginess. A dividend is a taxable event that changes nobody's ownership percentage. A buyback is a tax-free way for an owner who never intends to sell to own more of what remains.

## Three things Loews is not

It is not the company it was. In 1995 the filings describe CNA at 84 percent, Lorillard cigarettes and Loews Hotels wholly owned, Diamond Offshore Drilling at 70 percent, and Bulova watches and clocks at 97 percent. That year Loews bought back only 97,000 of its own shares, about $4.3 million worth, which looks at first like proof that the buyback engine is a modern invention. It is not. The same cash flow statement shows $225.1 million spent on treasury shares in 1994 and $336.3 million in 1993, and the same filing's five-year table shows the count falling from 134.6 million shares in 1991 to 117.8 million in 1995. The founders shrank the denominator too. What is modern is the scale of it and the mechanical consistency.

It is not a supervoting dual-class company and never was. It did carry a second class from 2002 to 2008, but Carolina Group stock tracked the tobacco business and carried three tenths of a vote per share against one full vote for Loews common. In February 2007 that worked out to about 5.6 percent of combined voting power against 94.4 percent. It was a way to sell tobacco economics without selling votes. It ended in June 2008, when Loews distributed the last 65,445,000 Lorillard shares "in exchange for 93,492,857 shares of Loews common stock, reflecting an exchange ratio of 0.70," the single largest retirement of Loews stock in any filing I read.

And it does not own the New York Giants or a movie theatre chain. The subsidiary list filed for December 31, 2025 contains only CNA insurance entities, Boardwalk entities and Loews Hotels Holding Corporation ([Exhibit 21.01](https://www.sec.gov/Archives/edgar/data/60086/000006008626000008/exhibit2101-q42025.htm)), and by its own terms it drops anything too small to count as a significant subsidiary. Item 1 of the 10-K is more decisive: three consolidated businesses plus an equity stake in a packaging maker, and nothing else. The football stake belongs to individuals: the team's roster lists Steve Tisch as Executive Vice President and Chairman of the Board, Jonathan Tisch as Treasurer and Laurie Tisch as a director. The commonly reported 50 percent family share, dating to Preston Robert Tisch's purchase in 1991, is reported rather than confirmed, and the team files nothing that would settle it. The corporate name descends from the Marcus Loew theatre chain, in which the Tisch brothers are reported to have started buying shares in 1959 and to have taken charge by 1960 or early 1961, depending on which account you read. Loews left exhibition in the mid-1980s, before its filings on EDGAR begin.

## What the structure does not protect

The parent states its limits: "We are not responsible for the liabilities and obligations of our subsidiaries and there are no Parent Company guarantees." It means that. Diamond Offshore, a majority-owned public subsidiary held since the early 1990s, filed for Chapter 11 on April 26, 2020. Loews deconsolidated it, recognised "a loss of $1.2 billion ($957 million after tax)" on top of a $774 million impairment earlier that year, and did not recapitalise it.

The Boardwalk case is the live one, and most accounts have it wrong in one direction or the other. Loews took Boardwalk private on July 18, 2018 by exercising a call right, paying $1,504 million for the public units. In November 2021 the Delaware Court of Chancery held the general partner had breached the partnership agreement and awarded roughly $690 million plus about $166 million of pre-judgment interest. The Delaware Supreme Court reversed in December 2022 and nothing was ever paid. On remand, the trial court ruled for the defendants on every remaining issue in September 2024, and the plaintiffs appealed again. It still did not end. On December 10, 2025 the Supreme Court "found that the General Partner had breached the Limited Partnership Agreement in its exercise of the Purchase Right." The general partner stays exculpated from damages, but tortious interference and unjust enrichment claims against the other defendants were remanded and are live. Loews has recorded no accrual and says resolution could be material. That account comes from Note 17 of the FY2025 10-K, the defendant's own description of a ruling against it rather than the opinion.

## Generation three, and what the mechanism actually buys

Benjamin J. Tisch, 43, became chief executive in January 2025, succeeding his father James, who ran the company from 1999 to December 2024 and remains chairman. His cousin Alexander H. Tisch has run Loews Hotels since January 2023 and joined the board with him in 2025. Andrew and Jonathan are directors emeriti. Three of the ten directors standing at the 2026 annual meeting are Tisches, and Benjamin took $8,753,165 in 2025 against a median employee at $93,719.

Here is the part worth carrying out. Every other family control structure in this series is a lock that survives neglect. The Ford Class B keeps working if nobody touches it for twenty years. Loews has no lock. Its arrangement has to be actively maintained, quarter by quarter, by an insurance regulator in Illinois permitting a dividend, by a parent choosing to spend that dividend on its own stock rather than on an acquisition, and by a board voting to keep doing it. Stop the buyback and the percentage freezes, then erodes as equity awards vest.

So what fifteen dollars of buyback per dollar of dividend actually purchases is not investment returns and not a legal right. It is the continued absence of a vote that could go the other way. That is a more fragile thing to own than a supervoting share, and for fifty-seven years it has worked just as well.

## Related reading

- [Two Percent of the Company, Forty Percent of the Vote: The Ford Family's Century of Control](/blog/ford-family-control/): the charter-level lock this structure lacks.
- [The Agnelli Chain: Four Boxes, One Loyalty Share, and Control of Ferrari](/blog/agnelli-exor-family-holding/): a real holding-company chain, with the same buyback ratchet underneath it.
- [Float: How Berkshire Turned Insurance Premiums Into a Permanent Loan](/blog/berkshire-insurance-float/): the other American holding company built on an insurer's cash.
- [The Working Ledgers](/blog/the-working-ledgers/): the series this belongs to, reading money through its own paperwork.

## Fact-check notes and sources

- **Primary filings**: ownership, voting, board and pay figures come from the [2026 proxy](https://www.sec.gov/Archives/edgar/data/60086/000006008626000023/l-20260331.htm), with the [2018 proxy](https://www.sec.gov/Archives/edgar/data/60086/000119312518098561/d542577ddef14a.htm) for the comparison. Segments, subsidiary dividends, buybacks, the balance sheet and the Boardwalk note are in the [FY2025 10-K](https://www.sec.gov/Archives/edgar/data/60086/000006008626000008/l-20251231.htm) filed February 10, 2026, with its [subsidiary list](https://www.sec.gov/Archives/edgar/data/60086/000006008626000008/exhibit2101-q42025.htm). CNA at 92 percent, the Continental Casualty chain and the Illinois dividend capacity are in the [CNA FY2025 10-K](https://www.sec.gov/Archives/edgar/data/21175/000002117526000011/cna-20251231.htm). The Illinois ceiling is quoted with its trailing clause because the filing states it that way, and dropping it would overstate the room by most of a year's payment.
- **Share history and the three splits**: the seventeen straight annual declines are [SEC XBRL data](https://data.sec.gov/api/xbrl/companyconcept/CIK0000060086/dei/EntityCommonStockSharesOutstanding.json). The December 1, 1995 two-for-one, the 1991 through 1995 counts and the 1993 and 1994 treasury purchases are in the [FY1995 10-K405](https://www.sec.gov/Archives/edgar/data/60086/0000060086-96-000006.txt). The March 21, 2001 two-for-one and the 1997 through 2001 counts are in the [FY2001 10-K](https://www.sec.gov/Archives/edgar/data/60086/000006008602000008/lc01k.txt), Note 11 and Item 6. The May 8, 2006 three-for-one and the Carolina Group voting split are in the [FY2006 10-K](https://www.sec.gov/Archives/edgar/data/60086/000006008607000015/form10-k.htm). The Lorillard separation is in the [FY2008 10-K](https://www.sec.gov/Archives/edgar/data/60086/000006008609000008/form10k.htm), Diamond Offshore in the [FY2020 10-K](https://www.sec.gov/Archives/edgar/data/60086/000114036121003906/brhc10019732_10k.htm), and the 2021 award and 2022 reversal in the [FY2022 10-K](https://www.sec.gov/Archives/edgar/data/60086/000006008623000025/l-20221231.htm).
- **My arithmetic, flagged as such in the text**: the 74.5 percent share reduction, the 18.46 percent cousin total and the $0.167 split-adjusted 1995 dividend. All three depend on applying all three splits, which is the step easiest to get wrong. Loews filings on EDGAR begin in 1994, so 1991 is reachable only through the five-year table inside the FY1995 filing, and nothing before 1991 is checkable from EDGAR at all.
- **Comparability caveats**: the 2018 proxy figures include shares underlying exercisable stock appreciation rights, and the 2018 group line covers eighteen executive officers and directors while the 2026 group line covers seventeen executive officers, directors and directors emeriti. The two group figures are directionally comparable rather than identically measured. The Vanguard and BlackRock lines are institutional position reports as of December 31, 2025 rather than beneficial ownership as of the March 2026 record date.
- **Reported rather than confirmed**: the 50 percent Giants stake and the pre-EDGAR founding story, including the theatre-chain takeover around 1960, Lorillard in 1968 and CNA in 1974, come from [Encyclopedia.com](https://www.encyclopedia.com/history/encyclopedias-almanacs-transcripts-and-maps/tisch-brothers) and the International Directory of Company Histories [via FundingUniverse](https://www.fundinguniverse.com/company-histories/loews-corporation-history/). Those two accounts do not agree on the date, one putting the change of control in January 1961 and the other in 1960, and neither describes a purchase of the theatre properties in 1959. Front office titles are from [the Giants roster page](https://www.giants.com/team/front-office-roster), the foundation address from [ProPublica's copy of the IRS exempt organization file](https://projects.propublica.org/nonprofits/api/v2/organizations/134037380.json), which does not say which foundation holds which share block. No source establishes a family-wide ownership total, and the 19.0 percent insider figure omits every Tisch who is not a director, officer, director emeritus or 5 percent holder.

*This post is informational and journalistic, describing a publicly listed company, its public filings and court records. It is not investment, tax, or legal advice, and no affiliation with Loews Corporation, CNA Financial, any Tisch family entity, or any company named is implied or endorsed. The Boardwalk matter remanded in December 2025 is unresolved and no accrual has been recorded. Figures are as of the filings cited and change.*


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