Con Edison Announces $2 Billion At-The-Market (ATM) Equity Offering Program

Rhea-AI Summary

Consolidated Edison (NYSE: ED) announced a $2.0 billion at-the-market (ATM) equity offering program on May 8, 2026, under which it may sell common shares through designated sales agents and enter forward sale agreements with forward purchasers.

Proceeds are intended to fund subsidiaries' capital requirements and other general corporate purposes. The company may sell shares on the NYSE, through market makers, or other permitted methods; prospectus documents are available on the SEC website.

Positive

• $2.0 billion ATM program increases financing flexibility for capital needs
• Proceeds designated to invest in subsidiaries for capital requirements and general corporate purposes
• Multiple major banks engaged as Sales Agents and Forward Purchasers, supporting execution

Negative

• ATM program could cause share dilution if common shares are issued up to $2.0 billion
• Under forward sale hedges, Con Edison initially receives no proceeds from sales of borrowed shares

News Market Reaction – ED

-0.09%

1 alert

-0.09% Session close to close

$39.17B Market Cap

0.1x Rel. Volume

In the May 11 session, ED declined 0.09%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement introduces a $2 billion at-the-market equity program, giving Con Edison flexibilit...

Analysis

This announcement introduces a $2 billion at-the-market equity program, giving Con Edison flexibility to raise common equity over time to fund subsidiaries’ capital needs and general corporate purposes. It follows prior offerings in 2025 and February 2026 and complements larger capex plans of $6,595 million for 2026. Recent SEC filings highlight strong 2025 net income of $2,023 million and ongoing infrastructure investment, so investors may monitor the pace of ATM usage and its role in the broader financing mix.

Key Figures

ATM program size: $2 billion Common share par value: $0.10 Shares in prior forward: 7,000,000 shares +5 more

8 metrics

ATM program size $2 billion New at-the-market equity offering program

Common share par value $0.10 Par value of Con Edison common shares

Shares in prior forward 7,000,000 shares Common shares in Feb 23, 2026 forward offering

Equity proceeds from forward $776 million Equity proceeds from settling 7M-share forward in Q1 2026

MVP sale proceeds $357.5 million Consideration from sale of Mountain Valley Pipeline interest

2025 net income $2,023 million Net income for common stock in 2025

2026 capex plan $6,595 million Planned capital investments for 2026

Planned long-term debt $3.2 billion Planned long-term debt issuance in 2026

Previous Offering Reports

2 past events · Latest: Feb 23 (Negative)

Same Type Pattern 2 events

Date	Event	Sentiment	24h Move	Catalyst
Feb 23	Equity offering	Negative	-1.0%	Public offering of 7M common shares via forward sale agreement with J.P. Morgan.
Mar 04	Equity offering	Negative	-1.9%	Public offering of 6.3M common shares to fund subsidiaries and corporate needs.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent common equity offerings have coincided with modest single-day share price declines, averaging about -1.46% on announcement.

Recent Company History

Over the past six months, Con Edison has repeatedly accessed the equity markets to fund capital needs. Two prior common share offerings in 2025 and February 2026 were tied to forward sale structures and capital investment funding, and both saw negative next-day moves of -1.01% and -1.91%. Today’s ATM program continues this pattern of equity issuance to support subsidiaries’ capital requirements and general corporate purposes under an existing SEC registration framework.

Key Terms

at-the-market, equity offering program, equity distribution agreement, forward purchaser, +4 more

8 terms

at-the-market financial

"transactions that are deemed to be "at-the-market" offerings, by means of ordinary"

"At-the-market" is a method for companies to sell new shares of stock directly into the open market over time, rather than all at once. It allows companies to raise money gradually, similar to selling slices of a pie instead of the entire pie at once, which can help manage the sale's impact on the stock price. This approach gives investors a steady supply of shares while providing companies with flexible funding options.

equity offering program financial

"announced a $2 billion ATM equity offering program pursuant to which it may sell"

An equity offering program is a pre-authorized plan that lets a company sell new shares to raise money over time rather than all at once. Think of it as a reusable fundraising tap: management can draw capital when needed, which helps pay for growth or shore up finances but can reduce each existing shareholder’s slice of ownership and may put downward pressure on the share price if many shares are sold.

equity distribution agreement financial

"Con Edison has entered into an Equity Distribution Agreement (the "Equity"

An equity distribution agreement is a formal plan between a company and financial institutions to sell newly issued shares of the company's stock to investors over a period of time. It helps the company raise money gradually, similar to filling a container with water in stages, rather than all at once. For investors, it provides an organized way to buy shares and can influence the stock's supply and price.

forward purchaser financial

"each in its capacity as forward purchaser (each, a "Forward Purchaser" and"

A forward purchaser is an investor or firm that signs an agreement to buy a security or asset at a set price on a specified future date, similar to pre-ordering a product today to receive it later. It matters to investors because the contract locks in a future purchase price and creates a binding commitment that can change a company’s future ownership, available shares, or cash flow; if market prices move, the forward purchaser’s gain or loss is determined by that pre-agreed price rather than current market swings.

forward seller financial

"each of ... in its capacity as agent for the related Forward Purchaser, a "Forward Seller""

A forward seller is a party that agrees today to sell an asset at a specific price on a set future date. Think of it like agreeing now to sell your car next year for a locked-in price so you don’t worry about market swings; investors use this to protect against falling prices or to lock in predictable cash flow, but it also creates counterparty and timing risk if market conditions change.

forward sale agreement financial

"Con Edison may enter into one or more separate forward sale agreements with"

A forward sale agreement is a contract where a holder of securities or assets agrees to sell them at a fixed price on a specific future date, like a farmer locking in a price for next season’s crop. For investors this matters because it creates predictable future cash or supply and reduces price uncertainty, but it can limit upside if prices rise and introduces risk if the other party fails to deliver or payment affects shareholder value through dilution or financing choices.

shelf registration statement regulatory

"The offering is being made pursuant to Con Edison's effective shelf registration statement"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

prospectus supplement regulatory

"The prospectus supplement and the base prospectus relating to the offering will be"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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NEW YORK, May 8, 2026 /PRNewswire/ -- Consolidated Edison, Inc. ("Con Edison") (NYSE: ED) today announced a $2 billion ATM equity offering program pursuant to which it may sell its common shares ($.10 par value).  Con Edison has entered into an Equity Distribution Agreement (the "Equity Distribution Agreement") with Barclays Capital Inc., BNY Mellon Capital Markets, LLC, BofA Securities, CIBC Capital Markets, Jefferies LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Mizuho Securities USA LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC and Wells Fargo Securities, LLC each in its capacity as agent for Con Edison (each, a "Sales Agent" and collectively, the "Sales Agents") and Barclays Bank PLC, The Bank of New York Mellon, Bank of America, N.A., Canadian Imperial Bank of Commerce, Jefferies LLC, JPMorgan Chase Bank, N.A., KeyBanc Capital Markets Inc., Mizuho Markets Americas LLC, The Bank of Nova Scotia, The Toronto-Dominion Bank and Wells Fargo Bank, National Association or their respective affiliates, each in its capacity as forward purchaser (each, a "Forward Purchaser" and collectively, the "Forward Purchasers").

Pursuant to the terms of the Equity Distribution Agreement, sales of Con Edison's common shares, if any, will be made in negotiated transactions, including block trades, or transactions that are deemed to be "at-the-market" offerings, by means of ordinary brokers' transactions at market prices prevailing at the time of sale, including sales made directly on the New York Stock Exchange LLC, sales made to or through a market maker and sales made through other securities exchanges or electronic communications networks or by any other method permitted by applicable law as otherwise agreed between the applicable Sales Agent and Con Edison.

In addition to the offering and sale of its common shares through the Sales Agents, Con Edison may enter into one or more separate forward sale agreements with the Forward Purchasers. In connection with each forward sale agreement, the relevant Forward Purchaser will, and at Con Edison's request, attempt to borrow from third parties and, through its relevant agent, sell a number of shares of common shares equal to the number of shares that underlie the related forward sale agreement (each of Barclays Capital Inc., BNY Mellon Capital Markets, LLC, BofA Securities, CIBC Capital Markets, Jefferies LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Mizuho Securities USA LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC and Wells Fargo Securities, LLC, in its capacity as agent for the related Forward Purchaser, a "Forward Seller" and collectively, the "Forward Sellers").

Con Edison currently intends to use any proceeds that it receives upon the issuance and sale of its common shares by it to or through the Sales Agents to invest in its subsidiaries for funding of their capital requirements and for its other general corporate purposes.  Con Edison will not initially receive any proceeds from the sale of borrowed shares of its common shares by the Forward Sellers, as agents for Forward Purchasers, in connection with any forward sale agreement as a hedge of such forward sale agreement.  Con Edison currently intends to use any cash proceeds that it receives upon physical settlement of any forward sale agreement, if physical settlement applies, or upon cash settlement of such forward sale agreement, if Con Edison elects cash settlement, to invest in its subsidiaries for funding of their capital requirements and for its other general corporate purposes.

The offering is being made pursuant to Con Edison's effective shelf registration statement filed with the Securities and Exchange Commission (the "SEC"). The prospectus supplement and the base prospectus relating to the offering will be available on the SEC's website at http://www.sec.gov. Copies of the prospectus supplement and the base prospectus relating to the offering may be obtained from any Sales Agent participating in the offering: Barclays Capital Inc, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, Email: barclaysprospectus@broadridge.com, Phone: (888) 603-5847; BNY Mellon Capital Markets, LLC, 240 Greenwich Street, New York, New York 10286, Third Floor Equity Capital Markets, Fax No.: (212) 815-6403 with a copy to Attention: ATM Group, ATMGroup@bny.com; BofA Securities, NC1-022-02-25, 201 North Tryon Street, Charlotte, North Carolina 28255-0001, Attention: Prospectus Department, Email: dg.prospectus_requests@bofa.com; CIBC Capital Markets, 300 Madison Avenue, 8th Floor, New York, New York 10017, Phone: (416) 956-6378, Email: mailbox.usprospectus@cibc.com; Jefferies LLC, 520 Madison Avenue, New York, New York 10022, Attention: Equity Syndicate Prospectus Department, Phone: (877) 821-7388, Email: prospectus_department@jefferies.com; J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, Email: prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com; KeyBanc Capital Markets Inc., 127 Public Square, 7th Floor, Cleveland, Ohio 44114, Attention: Equity Syndicate, Phone (800) 859-1783; Mizuho Securities USA LLC, 1271 Avenue of the Americas, 3rd Floor, New York, New York 10020, Attention: Equity Capital Markets, Email: us-ecm@mizuhogroup.com; Scotia Capital (USA) Inc., 250 Vesey Street, 24th Floor, New York, New York 10281, Attention: US ECM, Email: US.ECM@scotiabank.com; TD Securities (USA) LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, Email: TDManualrequest@broadridge.com; Wells Fargo Securities, 90 South 7th Street, 5th Floor, Minneapolis, Minnesota 55402, Phone: (800) 645-3751 (option #5), Email: WFScustomerservice@wellsfargo.com.

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which the offer, solicitation or sale of these securities would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering of these securities will be made only by means of the prospectus and related prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the "Securities Act").

This press release contains forward-looking statements that are intended to qualify for the safe-harbor provisions of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements of future expectations and not facts. Words such as "forecasts," "expects," "estimates," "anticipates," "intends," "believes," "plans," "will," "target," "guidance," "potential," "goal," "consider" and similar expressions identify forward-looking statements. The forward-looking statements reflect information available and assumptions at the time the statements are made, and accordingly speak only as of that time. Actual results or developments might differ materially from those included in the forward-looking statements because of various factors such as those identified in reports Con Edison has filed with the SEC, including, but not limited to: its subsidiaries are extensively regulated and may be subject to substantial penalties; its utility subsidiaries' rate plans may not provide a reasonable return; it may be adversely affected by changes to the utility subsidiaries' rate plans; the failure of, or damage to, its subsidiaries' facilities could adversely affect it; a cyber attack could adversely affect it; artificial intelligence is an emerging area of technology that has the potential to impact various aspects of its and its subsidiaries' business operations and customer interactions; the failure of processes and systems, the failure to retain and attract employees and contractors, and their negative performance could adversely affect it; it is exposed to risks from the environmental consequences of its subsidiaries' operations, including increased costs related to climate change; its ability to pay dividends or interest depends on dividends from its subsidiaries; changes to tax laws could adversely affect it; it requires access to capital markets to satisfy funding requirements; a disruption in the wholesale energy markets, increased commodity costs or failure by an energy supplier or customer could adversely affect it; it faces risks related to health epidemics and other outbreaks; its strategies may not be effective to address changes in the external business environment; it faces risks related to supply chain disruptions, inflation and the imposition of tariffs (or subsequent changes to tariffs once announced or implemented); and it also faces other risks that are beyond its control.  This list of factors is not all-inclusive because it is not possible to predict all factors that could cause actual results or developments to differ from the forward-looking statements. Con Edison assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Consolidated Edison, Inc. is one of the nation's largest investor-owned energy-delivery companies. The company provides a wide range of energy-related products and services to its customers through the following subsidiaries: Consolidated Edison Company of New York, Inc., a regulated utility providing electric, gas and steam service in New York City and Westchester County, New York; Orange and Rockland Utilities, Inc., a regulated utility serving customers in a 1,300 square-mile area in southeastern New York State and northern New Jersey; and Con Edison Transmission, Inc., which through its subsidiaries, develops and invests in electric transmission projects and owns interests in both electric and gas assets.

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SOURCE Consolidated Edison, Inc.

FAQ

What is the size and purpose of Con Edison's $2 billion ATM equity offering (ED) announced May 8, 2026?

The ATM program is sized at $2.0 billion to provide financing flexibility. According to the company, proceeds are intended to fund subsidiaries' capital requirements and other general corporate purposes.

How will Con Edison (ED) sell shares under the May 8, 2026 ATM program?

Con Edison may sell common shares in negotiated or at-the-market transactions on the NYSE or through market makers. According to the company, sales may also occur via block trades or other permitted methods.

Who are the banks involved as agents and forward purchasers in Con Edison's ED ATM offering?

Major banks including Barclays, BNY Mellon, BofA, J.P. Morgan, Jefferies, Mizuho, Scotia, TD and Wells Fargo are engaged. According to the company, they act as Sales Agents and Forward Purchasers.

Will Con Edison (ED) immediately receive cash from all ATM or forward-sale transactions?

Con Edison will receive cash from direct ATM sales, but will not initially receive proceeds from sales of borrowed shares used by forward sellers. According to the company, cash arrives on physical or cash settlement of forwards.

Where can investors find the prospectus for Con Edison's $2 billion ATM offering (ED)?

The prospectus supplement and base prospectus are available on the SEC website at www.sec.gov. According to the company, copies may also be requested from any participating Sales Agent.