[8-K] CONSOLIDATED EDISON INC Reports Material Event

Rhea-AI Filing Summary

Consolidated Edison, Inc. announced that a subsidiary agreed to sell its approximately 6.6 percent interest in Mountain Valley Pipeline, LLC, including the Mountain Valley Pipeline and its Mainline Expansion, to an Ares Management fund for $357.5 million, subject to customary purchase price adjustments. The deal is expected to close in the first half of 2026, after satisfaction of customary closing conditions and potential exercise of preferential rights by MVP’s founding members.

Con Edison expects to use the cash proceeds to partially offset its common equity needs for 2026 and for other general corporate purposes, which may help support its financing plans while continuing to fund its core utility operations.

Insights

Utility sector equity analyst

Con Edison monetizes MVP stake for $357.5M, easing 2026 equity needs.

Consolidated Edison is exiting its approximately 6.6 percent interest in the Mountain Valley Pipeline and related expansion for a base price of $357.5 million. This converts a non-core midstream stake into cash while transferring future MVP project risks and returns to an Ares Management fund.

The company states that proceeds are expected to partially offset its common equity needs for 2026 and support other general corporate purposes. This points to a funding mix that relies somewhat less on issuing new common shares, depending on final adjustments to the purchase price and closing timing.

The transaction is expected to close in the first half of 2026, subject to customary conditions and possible exercise of preferential rights by MVP founding members. Actual impact will depend on closing certainty, any working capital and tax adjustments, and how Con Edison updates its capital plan in future disclosures.

CONSOLIDATED EDISON INC false 0001047862 0001047862 2025-11-24 2025-11-24

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): November 24, 2025

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.,		ED		New York Stock Exchange
Common Shares ($.10 par value)

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 November 24, 2025, a Consolidated Edison, Inc. (“Con Edison”) subsidiary (“Con Edison Seller”) entered into a purchase and sale agreement (the “Purchase and Sale Agreement”) pursuant to which Con Edison Seller agreed to sell its approximately 6.6 percent interest in Mountain Valley Pipeline, LLC, which includes Con Edison Seller’s interest in the Mountain Valley Pipeline and the Mountain Valley Pipeline Mainline Expansion (collectively, “MVP”), to an Ares Management fund for $357.5 million (the “Transaction”). The base purchase price will be reduced for certain accrued taxes, performance assurances, and other items, including distributions received before closing of the Transaction, and increased for capital contributions made by Con Edison Seller during the period between signing of the Purchase and Sale Agreement and closing of the Transaction.

The Transaction is expected to close in the first half of 2026, subject to customary closing conditions. The Transaction is also subject to the potential exercise of certain preferential rights of the founding members of MVP. Con Edison anticipates that the proceeds from the Transaction will be used to partially offset its common equity needs for 2026 and for other general corporate purposes.

The information in this report includes forward-looking statements. 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.

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/ Joseph Miller
		Joseph Miller
		Vice President, Controller and Chief Accounting Officer

Date: November 24, 2025

FAQ

What transaction did Consolidated Edison (ED) announce regarding Mountain Valley Pipeline?

A Consolidated Edison subsidiary agreed to sell its approximately 6.6 percent interest in Mountain Valley Pipeline, LLC, including the Mountain Valley Pipeline and Mainline Expansion, to an Ares Management fund.

What is the sale price for Consolidated Edison’s MVP interest?

The base purchase price for the interest in MVP is $357.5 million, subject to reductions for certain accrued taxes, performance assurances, and other items, and increases for capital contributions made between signing and closing.

When is the MVP transaction expected to close for Consolidated Edison?

The transaction is expected to close in the first half of 2026, subject to customary closing conditions and the potential exercise of certain preferential rights held by MVP’s founding members.

How does Consolidated Edison plan to use the proceeds from the MVP sale?

Con Edison anticipates using the proceeds to partially offset its common equity needs for 2026 and for other general corporate purposes.

Who is buying Consolidated Edison’s stake in Mountain Valley Pipeline?

The buyer is an Ares Management fund, which will acquire the subsidiary’s approximately 6.6 percent interest in Mountain Valley Pipeline, LLC.

Are there any conditions that could affect Consolidated Edison’s MVP sale?

Yes. Closing is subject to customary closing conditions and the potential exercise of certain preferential rights held by the founding members of MVP.