Con Edison unit to sell $1.3B in debentures

Consolidated Edison Company of New York, Inc., a subsidiary of Consolidated Edison, Inc., entered into an underwriting agreement to sell $450 million of 5.15% Debentures, Series 2026 A due 2036 and $850 million of 5.875% Debentures, Series 2026 B due 2056.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Consolidated Edison Company of New York, Inc., a subsidiary of Consolidated Edison, Inc., entered into an underwriting agreement to sell $450 million of 5.15% Debentures, Series 2026 A due 2036 and $850 million of 5.875% Debentures, Series 2026 B due 2056.

The $1.3 billion in debentures was registered under an existing shelf Registration Statement on Form S-3 that became effective on August 1, 2024. The agreement involves a syndicate of underwriters led by J.P. Morgan Securities, Mizuho Securities USA, PNC Capital Markets and Wells Fargo Securities.

Insights

Con Edison’s New York utility subsidiary arranged $1.3B of long-term debentures through an underwritten, registered sale.

Consolidated Edison Company of New York, Inc. is issuing $450 million of 5.15% Debentures due 2036 and $850 million of 5.875% Debentures due 2056. These fixed‑rate instruments lock in funding costs over 10‑ and 30‑year horizons.

The debentures are issued under an effective Form S‑3 shelf registration, using an underwriting syndicate led by major investment banks. This structure typically provides broad market access and helps match long‑duration utility assets with long‑term debt.

The filing does not detail specific uses of proceeds, covenants, or security, so the direct impact on leverage and interest coverage depends on how the funds are deployed and whether they refinance existing obligations or support new capital spending.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

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

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

2026 A Debentures size: $450 million aggregate principal amount 2026 B Debentures size: $850 million aggregate principal amount Total debentures issued: $1.3 billion aggregate principal amount +3 more

6 metrics

2026 A Debentures size $450 million aggregate principal amount 5.15% Debentures, Series 2026 A due 2036

2026 B Debentures size $850 million aggregate principal amount 5.875% Debentures, Series 2026 B due 2056

Total debentures issued $1.3 billion aggregate principal amount Combined 2026 A and 2026 B Debentures

2026 A Debentures coupon 5.15% Fixed interest rate on Series 2026 A due 2036

2026 B Debentures coupon 5.875% Fixed interest rate on Series 2026 B due 2056

Registration statement Form S-3 No. 333-281192 Effective August 1, 2024, under Securities Act of 1933

Key Terms

underwriting agreement, Debentures, Registration Statement on Form S-3, aggregate principal amount, +1 more

5 terms

underwriting agreement financial

"entered into an underwriting agreement with J.P. Morgan Securities LLC, Mizuho Securities USA LLC, PNC Capital Markets LLC and Wells Fargo Securities, LLC"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

Debentures financial

"5.15% Debentures, Series 2026 A due 2036 and 5.875% Debentures, Series 2026 B due 2056 (the “2026 B Debentures” and collectively with the 2026 A Debentures, the “Debentures”)"

A debenture is a company’s long-term IOU sold to investors that promises regular interest payments and repayment of principal at a set date; unlike equity, it represents debt rather than ownership. Think of it like lending money to a business in exchange for a fixed stream of payments, so investors watch a debenture’s interest rate and the borrower’s financial health to judge income reliability and risk of not being repaid.

Registration Statement on Form S-3 regulatory

"The Debentures were registered under the Securities Act of 1933 pursuant to a Registration Statement on Form S-3 (No. 333-281192, effective August 1, 2024)."

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

aggregate principal amount financial

"for the sale of: (i) $450 million aggregate principal amount of CECONY’s 5.15% Debentures ... and (ii) $850 million aggregate principal amount of CECONY’s 5.875% Debentures"

The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.

Emerging growth company regulatory

"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

What debt securities is Consolidated Edison (ED) issuing in this 8-K?

Consolidated Edison’s New York utility subsidiary is selling $450 million of 5.15% Debentures due 2036 and $850 million of 5.875% Debentures due 2056. Together, these long-term debentures total $1.3 billion in aggregate principal amount.

Which Consolidated Edison entity is issuing the new debentures?

The issuer is Consolidated Edison Company of New York, Inc. (CECONY), a subsidiary of Consolidated Edison, Inc. CECONY entered into the underwriting agreement for the sale of both the 2026 A and 2026 B Debentures described in the filing.

What are the interest rates and maturities of the new Consolidated Edison debentures?

The 2026 A Debentures carry a 5.15% coupon and mature in 2036. The 2026 B Debentures carry a 5.875% coupon and mature in 2056, giving CECONY staggered long-term debt maturities.

How large is the total debenture offering by Consolidated Edison’s CECONY unit?

The total offering equals $1.3 billion in aggregate principal. It consists of $450 million of 5.15% 2026 A Debentures due 2036 and $850 million of 5.875% 2026 B Debentures due 2056, all sold under a registered shelf.

Under what registration statement are the new Consolidated Edison debentures issued?

The debentures are registered under a shelf Registration Statement on Form S-3, file number 333-281192. This registration statement was effective August 1, 2024, allowing CECONY to issue the securities efficiently to the market.

Which banks are underwriting the new Consolidated Edison debentures?

J.P. Morgan Securities LLC, Mizuho Securities USA LLC, PNC Capital Markets LLC and Wells Fargo Securities, LLC act as representatives of the underwriters. They are party to the underwriting agreement covering both series of debentures.

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

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Accepted by SEC EDGAR 06/03/2026 - 09:50 AM

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):

June 1, 2026

Consolidated Edison, Inc.

(Exact name of registrant as specified in its charter)


New York	1-14514	13-3965100
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	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

Consolidated Edison Company of New York, Inc.

(Exact name of registrant as specified in its charter)


New York	1-01217	13-5009340
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	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 8.01. Other Events

On June 1, 2026, Consolidated Edison Company of New York, Inc. (“CECONY”) entered into an underwriting agreement with J.P. Morgan Securities LLC, Mizuho Securities USA LLC, PNC Capital Markets LLC and Wells Fargo Securities, LLC, as representatives of the underwriters named therein, for the sale of: (i) $450 million aggregate principal amount of CECONY’s 5.15% Debentures, Series 2026 A due 2036 (the “2026 A Debentures”) and (ii) $850 million aggregate principal amount of CECONY’s 5.875% Debentures, Series 2026 B due 2056 (the “2026 B Debentures” and collectively with the 2026 A Debentures, the “Debentures”). The Debentures were registered under the Securities Act of 1933 pursuant to a Registration Statement on Form

S-3

(No.

333-281192,

effective August 1, 2024).

ITEM 9.01. Financial Statements and Exhibits

(d) Exhibits


Exhibit 1		Underwriting agreement relating to the Debentures

Exhibit 4.1		Form of the 2026 A Debentures

Exhibit 4.2		Form of the 2026 B Debentures

Exhibit 5		Opinion of Deneen Donnley, Senior Vice President and General Counsel of CECONY relating to the Debentures

Exhibit 23		Consent of Deneen Donnley, Senior Vice President and General Counsel of CECONY (included in Exhibit 5)

Exhibit 104		Cover Page Interactive Data File – The cover page iXBRL tags are embedded within the inline XBRL document

SIGNATURES

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


CONSOLIDATED EDISON, INC.
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.

By:		/s/ Joseph Miller
Joseph Miller
Vice President, Controller and Chief Accounting Officer

Date: June 3, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Con Edison unit to sell $1.3B in debentures

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