Con Edison (NYSE: ED) executive reports new equity grants and share disposal

Rhea-AI Filing Summary

CONSOLIDATED EDISON INC executive Stuart Nachmias, President & CEO CET, reported multiple equity compensation transactions dated February 18, 2026. He received a grant of 3,300 Performance Units under the company’s Long Term Incentive Plan that are scheduled to vest in 2029 based on performance criteria, and 1,400 time-based restricted stock units scheduled to vest in full on December 31, 2028.

Previously granted 2023 Performance Units vested with the final number adjusted to performance; the filing notes the reporting person elected to receive their value in cash, with each unit economically equivalent to one share of common stock. On the same date, 2,006 Performance Units were converted into 2,006 shares of common stock, and those 2,006 shares were then disposed of to the issuer at $113.92 per share. After these transactions, Nachmias directly owned 9,741.819 shares of common stock.

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

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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^*

Nachmias Stuart

(Last) (First) (Middle)

CONSOLIDATED EDISON, INC. C/O SECRETARY

4 IRVING PLACE, SUITE 16-205

(Street)

NEW YORK NY 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)

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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/18/2026		M		2,006	A	(1)	11,747.819(2)	D
Common Stock	02/18/2026		D		2,006	D	$113.92(1)	9,741.819	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Units	(1)	02/18/2026		M			2,006	(1)	(1)	Common Stock	2,006	(1)	0	D
Performance Units	(3)	02/18/2026		A		3,300		(3)	(3)	Common Stock	3,300	(3)	3,300	D
Time - Based Restricted Stock Units	(4)	02/18/2026		A		1,400		12/31/2028	12/31/2028	Common Stock	1,400	(4)	1,400	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 29.748 shares acquired under the Company's Stock Purchase Plan since the reporting person's last filing.

3. 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.

4. 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
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FAQ

What equity awards did CON EDISON (ED) executive Stuart Nachmias receive?

Stuart Nachmias received a grant of 3,300 Performance Units and 1,400 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 under the company’s long-term plan.

How do the new Performance Units for CON EDISON (ED) vest?

The 3,300 Performance Units are scheduled to vest in 2029 once performance criteria are determined. Each unit is economically equivalent to one share of common stock, and the ultimate number or cash value depends on achievement of those performance targets.

What are the vesting terms of the restricted stock units for ED’s executive?

The 1,400 time-based restricted stock units granted to Stuart Nachmias vest in full on December 31, 2028. Each unit represents a contingent right to receive one share of CON EDISON common stock if the time-based service condition is satisfied.

What happened to the 2023 Performance Units reported in this CON EDISON (ED) filing?

Previously granted 2023 Performance Units vested, with the share count adjusted based on performance achievement. The filing states Nachmias elected to receive their value in cash, and each vested unit was economically equivalent to one share of CON EDISON common stock.

Did Stuart Nachmias buy or sell CON EDISON (ED) shares in the open market?

The filing shows 2,006 Performance Units were converted into 2,006 common shares, which were then disposed of to the issuer at $113.92 per share. This is recorded as a disposition to the company, not an open-market purchase or sale transaction.

How many CON EDISON (ED) shares does Stuart Nachmias own after these transactions?

After the reported transactions, Stuart Nachmias directly owned 9,741.819 shares of CON EDISON common stock. The filing also notes separate equity awards of Performance Units and restricted stock units that may deliver additional shares or cash in future years.