CONSOLIDATED EDISON INC

8-K · d74070d8k.htm

0001047862 2026-06-01 2026-06-01 0001047862 ed:ConsolidatedEdisonCompanyofNewYorkInc.Member 2026-06-01 2026-06-01
  
  
 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