Michele O'Connell (ED) gets new equity awards and disposes 1,812 shares

Rhea-AI Filing Summary

CONSOLIDATED EDISON INC President & CEO of Orange & Rockland, Michele O'Connell, reported multiple equity-related transactions. She exercised 1,812 Performance Units, resulting in 1,812 shares of common stock, then disposed of those 1,812 common shares to the company at $113.9200 per share. She received a new grant of 7,400 Performance Units under the Long Term Incentive Plan, scheduled to vest in 2029 based on performance criteria, and 3,100 time-based restricted stock units scheduled to vest on December 31, 2028. Each Performance Unit is the economic equivalent of one share of common stock, and each restricted stock unit represents a contingent right to one share. Following these transactions, she held 19,455.848 common shares directly and 484.520 shares indirectly through the Thrift Plan, which had decreased by 0.094 shares between December 31, 2025 and January 31, 2026.

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^*

O'Connell Michele

(Last) (First) (Middle)

CONSOLIDATED EDISON, INC. C/O SECRETARY,

4 IRVING PLACE, ROOM 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, O&R

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		1,812	A	(1)	21,267.848	D
Common Stock	02/18/2026		D		1,812	D	$113.92(1)	19,455.848	D
Common Stock								484.52(2)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Units	(1)	02/18/2026		M			1,812	(1)	(1)	Common Stock	1,812	(1)	0	D
Performance Units	(3)	02/18/2026		A		7,400		(3)	(3)	Common Stock	7,400	(3)	7,400	D
Time - Based Restricted Stock Units	(4)	02/18/2026		A		3,100		12/31/2028	12/31/2028	Common Stock	3,100	(4)	3,100	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. Between 12/31/25 and 1/31/26, the reporting person's shares of Company common stock under the Thrift Plan decreased by 0.094. The information in this report is based on a Thrift Plan statement dated as of 1/31/26.

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 Michele O'Connell report for CONSOLIDATED EDISON INC (ED)?

Michele O'Connell reported a grant of 7,400 Performance Units and 3,100 time-based restricted stock units. Both awards were made under the Long Term Incentive Plan and are tied to future vesting dates and performance or service conditions.

When do Michele O'Connell’s new ED Performance Units and RSUs vest?

The 7,400 Performance Units are scheduled to vest in 2029 after performance criteria are determined. The 3,100 time-based restricted stock units are scheduled to vest in full on December 31, 2028, subject to the plan’s terms.

What stock disposition did Michele O'Connell report in this ED Form 4?

She reported a disposition of 1,812 shares of common stock to the issuer at $113.9200 per share. These shares came from the exercise and conversion of 1,812 Performance Units previously granted under the Long Term Incentive Plan.

How many ED common shares does Michele O'Connell own after these transactions?

After the reported activity, Michele O'Connell directly owns 19,455.848 shares of ED common stock. She also has an indirect holding of 484.520 shares through the company’s Thrift Plan, based on a statement dated January 31, 2026.

What are Performance Units and how are they treated in this ED filing?

The filing states each Performance Unit is the economic equivalent of one ED common share. Previously granted units vested and were taken in cash, while new units will vest in 2029 based on performance criteria set by the Board’s Management Development and Compensation Committee.

What change occurred in Michele O'Connell’s ED Thrift Plan holdings?

The filing notes her Thrift Plan holdings of ED common stock decreased by 0.094 shares between December 31, 2025 and January 31, 2026. The indirect ownership figure of 484.520 shares is based on the Thrift Plan statement dated January 31, 2026.