Con Edison sets 7M-share forward equity sale

Consolidated Edison, Inc. entered into a forward sale agreement with JPMorgan Chase Bank covering 7,000,000 common shares.

Rhea-AI Filing Summary

Consolidated Edison, Inc. entered into a forward sale agreement with JPMorgan Chase Bank covering 7,000,000 common shares. An affiliate of the bank is borrowing and selling these shares under an underwriting agreement executed the same day.

The initial forward price is $110.81 per share and will be adjusted daily based on the overnight bank funding rate minus a spread and reduced for expected dividends. Con Edison expects settlement by December 31, 2026, with options for physical, cash, or net share settlement.

The forward purchaser can accelerate settlement upon specified events, including borrowing difficulties, ownership limits, certain dividend actions, corporate transactions, or market disruptions. In some accelerated cases, Con Edison could be required to issue shares, which the company notes could dilute earnings per share and return on equity.

Insights

Capital markets and equity financing analyst

Con Edison sets up a sizable forward equity sale that may add dilution but staggers issuance timing.

Con Edison arranged a forward sale agreement for 7,000,000 common shares with JPMorgan and tied it to an underwriting where an affiliate borrows and sells shares now. The economic terms are anchored by an initial forward price of $110.81 per share, adjusted over time for interest and expected dividends.

This structure allows Con Edison to defer the actual share issuance until settlement, expected by December 31, 2026, while locking in financing mechanics today. The company can choose physical, cash, or net share settlement, which affects whether it issues shares or settles economically in cash or stock.

The bank may accelerate settlement if borrowing costs rise, regulatory or ownership limits are approached, special dividends occur, or specified corporate or market events arise. Con Edison highlights that forced physical settlement in those circumstances could increase shares outstanding and reduce earnings per share and return on equity; the actual effect will depend on future share prices, dividend actions, and whether acceleration triggers occur.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

FAQ

What equity transaction did Consolidated Edison (ED) announce on February 23, 2026?

Consolidated Edison entered a forward sale agreement for 7,000,000 common shares with JPMorgan Chase Bank. An affiliated entity is borrowing and selling these shares under a related underwriting agreement executed the same day, using an effective Form S-3 registration statement.

How does the 7,000,000-share forward sale agreement work for Consolidated Edison (ED)?

Con Edison will later settle a forward sale of 7,000,000 shares at an adjusted forward price. Initially set at $110.81 per share, this price changes daily based on the overnight bank funding rate minus a spread and is reduced on specified dates for expected dividends.

When is Consolidated Edison (ED) expected to settle its forward sale agreement?

Con Edison expects the forward sale agreement to settle by December 31, 2026. The company may settle earlier in whole or in part, and the forward purchaser can also accelerate settlement if certain contractual events or market conditions occur.

What settlement options does Consolidated Edison (ED) have under the forward sale agreement?

Con Edison can physically settle by issuing common shares, or elect cash or net share settlement, subject to conditions. The settlement amount generally depends on the difference between market value during the unwind period and the adjusted forward price, multiplied by the number of shares involved.

What risks does Consolidated Edison (ED) highlight regarding the forward sale agreement?

Con Edison notes the forward purchaser can accelerate settlement after events like borrowing difficulties, ownership limits, special dividends, or market disruptions. Forced physical settlement in those cases could require issuing shares, which the company states may dilute earnings per share and return on equity.

Which registration statement covers Consolidated Edison’s (ED) 7,000,000 common share transaction?

The 7,000,000 common shares are registered under the Securities Act of 1933 using a Form S-3 registration statement, number 333-286304, which became effective on April 1, 2025. The underwriting agreement and forward sale agreement are filed as exhibits.

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Accepted by SEC EDGAR 02/25/2026 - 04:15 PM Learn about SEC filing dates

CONSOLIDATED EDISON INC false 0001047862 0001047862 2026-02-23 2026-02-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 23, 2026

Consolidated Edison, Inc.

(Exact name of registrant as specified in its charter)

New York		1-14514		13-3965100
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

4 Irving Place, New York, New York		10003
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 460-4600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Consolidated Edison, Inc., Common Shares ($.10 par value)		ED		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

INFORMATION TO BE INCLUDED IN THE REPORT

ITEM 1.01 Entry into a Material Definitive Agreement

On February 23, 2026, Consolidated Edison, Inc. (“Con Edison”) entered into a forward sale agreement (the “Forward Sale Agreement”) with JPMorgan Chase Bank, National Association (the “Forward Purchaser”) relating to 7,000,000 of Con Edison’s Common Shares ($0.10 par value) (the “Common Shares”). In connection with the execution of the Forward Sale Agreement and at our request, an affiliate of the Forward Purchaser is borrowing from third parties and selling Common Shares pursuant to the underwriting agreement relating to the Common Shares described in Item 8.01, below.

Con Edison expects the Forward Sale Agreement to settle by December 31, 2026; however, the Forward Sale Agreement may be settled earlier in whole or in part at Con Edison’s option, subject to the satisfaction of certain conditions. In addition, the Forward Purchaser may accelerate the Forward Sale Agreement upon the occurrence of certain events. On a settlement date, if Con Edison decides to physically settle the Forward Sale Agreement, Con Edison will issue Common Shares to the Forward Purchaser under the Forward Sale Agreement at the then-applicable forward price. The forward price initially is equal to $110.81 per share. The Forward Sale Agreement provides that the forward price will be subject to adjustment on a daily basis based on a floating interest rate factor equal to the overnight bank funding rate less a spread, and will be subject to decrease on each of certain dates by amounts related to expected dividends on the Common Shares during the term of the Forward Sale Agreement. If the overnight bank funding rate is less than the spread on any day, the interest factor will result in a daily reduction of the forward price.

The Forward Sale Agreement will be physically settled, unless Con Edison elects cash settlement or net share settlement under the Forward Sale Agreement (which it has the right to do, subject to certain conditions, other than in the limited circumstances described below and set forth in the Forward Sale Agreement). In the event Con Edison elects to cash settle or net share settle, the settlement amount will be generally related to (1)(a) the market value of the Common Shares during the unwind period under the Forward Sale Agreement minus (b) the applicable adjusted forward price; multiplied by (2) the number of Common Shares underlying the Forward Sale Agreement subject to such cash settlement or net share settlement. If this settlement amount is a negative number, the Forward Purchaser will pay Con Edison the absolute value of that amount or deliver to Con Edison a number of Common Shares having a value equal to the absolute value of such amount. If this settlement amount is a positive number, Con Edison will pay the Forward Purchaser that amount or deliver to the Forward Purchaser a number of Common Shares having a value equal to such amount.

The Forward Purchaser will have the right to accelerate the Forward Sale Agreement (with respect to all or any portion of the transaction under the Forward Sale Agreement that the Forward Purchaser determines is affected by such event) and require Con Edison to settle on a date specified by the Forward Purchaser if: (1) the Forward Purchaser determines it is unable, after using commercially reasonable efforts, to borrow (or maintain a borrowing of) a number of Common Shares equal to the number of Common Shares underlying the Forward Sale Agreement at a rate that is equal to or less than the borrow cost specified in the Forward Sale Agreement; (2) the Forward Purchaser determines that it has an excess Section 13 ownership position or an excess regulatory ownership position (as such terms are defined in the Forward Sale Agreement) with respect to certain ownership restrictions and related filing requirements under the federal securities laws, the New York business corporation law or certain other laws and regulations, as applicable; (3) Con Edison declares or pays certain dividends or distributions on the Common Shares with a cash value in excess of a specified amount, an ex-dividend date that occurs earlier than a specified date or certain non-cash dividends; (4) there occurs the announcement of any event or transaction that, if consummated, would result in a merger event, tender offer, nationalization, delisting or change in law (in each case, as determined pursuant to the terms of the Forward Sale Agreement); (5) the scheduled maturity occurs during an unwind period related to a cash settlement or net share settlement for all or any portion of the transaction under the forward sale agreement; or (6) certain other events of default, termination events or other specified events occur, including, among other things, any material misrepresentation made by Con Edison in connection with entering into the Forward Sale Agreement or a market disruption event during a specified period that lasts at least eight consecutive scheduled trading days (in each case, as determined pursuant to the terms of the Forward Sale Agreement). The Forward Purchaser’s decision to exercise its right to accelerate the settlement of the Forward Sale Agreement will be made irrespective of Con Edison’s interests, including Con Edison’s need for capital. In such cases, Con Edison could be required to issue and deliver Common Shares under the physical settlement provisions, which would result in dilution to Con Edison’s earnings per share and return on equity. In addition, upon certain

events of bankruptcy or insolvency relating to Con Edison, the Forward Sale Agreement will terminate. Following any such termination, Con Edison may not issue any Common Shares and it would not receive any proceeds pursuant to the Forward Sale Agreement.

The description of the Forward Sale Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the terms and conditions of the Forward Sale Agreement, which is filed as an exhibit hereto.

ITEM 8.01. Other Events

On February 23, 2026, Con Edison entered into an underwriting agreement with J.P. Morgan Securities LLC, acting in its capacity as the underwriter, and J.P. Morgan Securities LLC, acting in its capacity as the forward seller, and the Forward Purchaser for the sale of 7,000,000 Common Shares. The Common Shares were registered under the Securities Act of 1933 pursuant to a Registration Statement on Form S-3 (No. 333-286304, effective April 1, 2025).

The information in this report includes 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 including, but not limited to, those identified in reports Con Edison has filed with the Securities and Exchange Commission.

ITEM 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit 1		Underwriting agreement relating to the Common Shares
Exhibit 5		Opinion of Deneen Donnley, Esq., Senior Vice President and General Counsel of Con Edison, relating to the Common Shares
Exhibit 10		Forward Sale Agreement relating to the Common Shares
Exhibit 23		Consent of Deneen Donnley, Esq., Senior Vice President and General Counsel of Con Edison (included in Exhibit 5)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CONSOLIDATED EDISON, INC.
By:		/s/ Joesph Miller
		Joseph Miller
		Vice President, Controller and Chief Accounting Officer

Date: February 25, 2026

Filing Exhibits & Attachments

6 documents

Other Documents

• EX-1 EX-1 124.7 KB
• EX-5 EX-5 7.2 KB
• EX-10 EX-10 193.5 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB