Equity awards and share swap for Consolidated Edison (NYSE: ED) CEO

Q: What equity awards did Consolidated Edison (ED) CEO Timothy Cawley receive?

Timothy Cawley received 69,000 Performance Units under the Long Term Incentive Plan and 29,600 time-based restricted stock units . The Performance Units vest in 2029 based on performance, while the restricted stock units vest in full on December 31, 2028.

Q: Did the Consolidated Edison (ED) CEO sell any common stock in this Form 4?

The CEO disposed of 33,773 common shares back to the company at $113.92 per share. This disposition followed the exercise of an equal number of Performance Units into common stock, effectively pairing an equity award settlement with a transaction to the issuer.

Q: How many Consolidated Edison (ED) shares does the CEO own after these transactions?

After the reported activity, Timothy Cawley directly held 126,708.749 shares of Consolidated Edison common stock. He also had a small indirect holding of 4.293 shares through the company’s Thrift Plan, based on a plan statement dated January 31, 2026.

Q: What are the terms of the new Performance Units granted to the Consolidated Edison (ED) CEO?

The 69,000 Performance Units are scheduled to vest in 2029 after the Board’s Management Development and Compensation Committee determines performance results. Each unit is economically equivalent to one share, with the final amount of shares or cash depending on performance achievement.

Q: What are the vesting conditions for the new RSUs reported by Consolidated Edison (ED)?

The CEO received 29,600 time-based restricted stock units that vest in full on December 31, 2028. Each unit represents a contingent right to receive one share of Consolidated Edison common stock, subject solely to time-based vesting rather than performance conditions.

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Consolidated Edison Inc. Chairman, President & CEO Timothy Cawley reported several equity compensation moves. He exercised 33,773 Performance Units into the same number of common shares, then disposed of 33,773 shares back to the company at $113.92 per share. He also received grants of 69,000 Performance Units that are scheduled to vest in 2029 based on performance criteria, and 29,600 time-based restricted stock units scheduled to vest on December 31, 2028. Following these transactions, he directly held 126,708.749 common shares, plus a small indirect balance through the company’s Thrift Plan.

Insider Trade Summary

33,773 shares exercised/converted

Mixed 6 txns

Insider Cawley Timothy

Role Chairman, President & CEO

Type	Security	Shares	Price	Value
Exercise	Performance Units	33,773	$0.00	--
Grant/Award	Performance Units	69,000	$0.00	--
Grant/Award	Time - Based Restricted Stock Units	29,600	$0.00	--
Exercise	Common Stock	33,773	$0.00	--
Disposition	Common Stock	33,773	$113.92	$3.85M
holding	Common Stock	--	--	--

Holdings After Transaction: Performance Units — 0 shares (Direct); Time - Based Restricted Stock Units — 29,600 shares (Direct); Common Stock — 160,481.749 shares (Direct); Common Stock — 4.293 shares (Indirect, by THRIFT Plan)

Footnotes (1)

Represents Performance Units granted in 2023 under the Company's Long Term Incentive Plan (the "LTIP") that vested for which the reporting person elected to receive the value in cash. The number of shares has been adjusted from the original reporting based upon the achievement of the performance criteria. Each Performance Unit is the economic equivalent of one share of Company common stock. Includes 104.017 shares acquired under the Company's Stock Purchase Plan since the reporting person's last filing. Between 12/31/25 and 1/31/2026, the reporting person's shares of Company common stock under the Thrift Plan decreased by 0.001. The information in this report is based on a Thrift Plan statement dated as of 1/31/26. Represents a grant of Performance Units granted under the LTIP scheduled to vest in 2029 upon the determination of the performance criteria by the Management Development and Compensation Committee of the Board of Directors of the Company. Each Performance Unit is the economic equivalent of one share of Company common stock. The number of shares (or cash equivalents) ultimately received will be adjusted and determined based upon the achievement of the performance criteria. Represents a grant of time-based restricted stock units under the LTIP scheduled to vest in full on December 31, 2028. Each time-based restricted stock unit is a contingent right to receive one share of Company common stock.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/20/2026 - 04:06 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Cawley Timothy

(Last)

(First)

(Middle)

CONSOLIDATED EDISON, INC. C/O SECRETARY

4 IRVING PLACE, ROOM 16-205

(Street)

NEW YORK

10003

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CONSOLIDATED EDISON INC [ ED ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/18/2026		M		33,773	A	⁽¹⁾	160,481.749⁽²⁾	D
Common Stock	02/18/2026		D		33,773	D	$113.92⁽¹⁾	126,708.749	D
Common Stock								4.293⁽³⁾	I	by THRIFT Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Units	⁽¹⁾	02/18/2026		M			33,773	⁽¹⁾	⁽¹⁾	Common Stock	33,773	⁽¹⁾	0	D
Performance Units	⁽⁴⁾	02/18/2026		A		69,000		⁽⁴⁾	⁽⁴⁾	Common Stock	69,000	⁽⁴⁾	69,000	D
Time - Based Restricted Stock Units	⁽⁵⁾	02/18/2026		A		29,600		12/31/2028	12/31/2028	Common Stock	29,600	⁽⁵⁾	29,600	D

Explanation of Responses:

1. Represents Performance Units granted in 2023 under the Company's Long Term Incentive Plan (the "LTIP") that vested for which the reporting person elected to receive the value in cash. The number of shares has been adjusted from the original reporting based upon the achievement of the performance criteria. Each Performance Unit is the economic equivalent of one share of Company common stock.

2. Includes 104.017 shares acquired under the Company's Stock Purchase Plan since the reporting person's last filing.

3. Between 12/31/25 and 1/31/2026, the reporting person's shares of Company common stock under the Thrift Plan decreased by 0.001. The information in this report is based on a Thrift Plan statement dated as of 1/31/26.

4. Represents a grant of Performance Units granted under the LTIP scheduled to vest in 2029 upon the determination of the performance criteria by the Management Development and Compensation Committee of the Board of Directors of the Company. Each Performance Unit is the economic equivalent of one share of Company common stock. The number of shares (or cash equivalents) ultimately received will be adjusted and determined based upon the achievement of the performance criteria.

5. Represents a grant of time-based restricted stock units under the LTIP scheduled to vest in full on December 31, 2028. Each time-based restricted stock unit is a contingent right to receive one share of Company common stock.

	William J. Kelleher; Attorney-in-Fact	02/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What equity awards did Consolidated Edison (ED) CEO Timothy Cawley receive?

Timothy Cawley received 69,000 Performance Units under the Long Term Incentive Plan and 29,600 time-based restricted stock units. The Performance Units vest in 2029 based on performance, while the restricted stock units vest in full on December 31, 2028.

Did the Consolidated Edison (ED) CEO sell any common stock in this Form 4?

The CEO disposed of 33,773 common shares back to the company at $113.92 per share. This disposition followed the exercise of an equal number of Performance Units into common stock, effectively pairing an equity award settlement with a transaction to the issuer.

How many Consolidated Edison (ED) shares does the CEO own after these transactions?

After the reported activity, Timothy Cawley directly held 126,708.749 shares of Consolidated Edison common stock. He also had a small indirect holding of 4.293 shares through the company’s Thrift Plan, based on a plan statement dated January 31, 2026.

What are the terms of the new Performance Units granted to the Consolidated Edison (ED) CEO?

The 69,000 Performance Units are scheduled to vest in 2029 after the Board’s Management Development and Compensation Committee determines performance results. Each unit is economically equivalent to one share, with the final amount of shares or cash depending on performance achievement.

What are the vesting conditions for the new RSUs reported by Consolidated Edison (ED)?

The CEO received 29,600 time-based restricted stock units that vest in full on December 31, 2028. Each unit represents a contingent right to receive one share of Consolidated Edison common stock, subject solely to time-based vesting rather than performance conditions.

How were previously granted Performance Units settled for the Consolidated Edison (ED) CEO?

Previously granted 2023 Performance Units vested, and the CEO elected to receive their value in cash. The number of units was adjusted based on performance achievement. Each Performance Unit is the economic equivalent of one share of Consolidated Edison common stock under the company’s long-term plan.