爱迪生联合电气美股招股说明书(2026-02-23版)

Consolidated Edison, Inc. Common Shares We expect to enter into a forward sale agreement with an affiliate of J.P. Morgan Securities LLC, which affiliate we refer to as the forward purchaser.J.P. Morgan Securities LLC, as agent for its affiliated forward purchaser, whom we refer to in such capacity as the forward seller, intends to borrow fromthird parties and has agreed to sell to the underwriter an aggregate of 7,000,000 of our common shares in connection with the forward sale agreementbetween us and the forward purchaser (the “offering”). If the forward purchaser determines, in its commercially reasonable judgment, that the forward selleris unable to borrow and deliver for sale on the anticipated closing date of the offering such number of our common shares, or that the forward seller wouldincur a stock loan cost greater than a specified amount in order to do so, then we will issue and sell directly to the underwriter a number of shares equal to thenumber of shares that the forward seller does not borrow and sell. In certain such cases, we may terminate the forward sale agreement on or before theclosing date of the offering, in which case we will issue and sell directly to the underwriter all of the common shares in connection with the offering. We will not initially receive any proceeds from the offering, except in certain circumstances described in this prospectus supplement. Although weexpect to settle the forward sale agreement entirely by the full physical delivery of our common shares in exchange for cash proceeds, we may, subject tocertain conditions, elect cash settlement or net share settlement for all or a portion of our obligations under the forward sale agreement if we conclude that itis in our best interests to do so. If we elect to cash settle the forward sale agreement, we will not receive any proceeds from the sale of common shares in theoffering and we may either receive a cash payment from, or owe a cash payment to, the forward purchaser. If we elect to net share settle the forward saleagreement, we will not receive any proceeds from the sale of common shares in the offering, and we may either receive common shares from, or owecommon shares to, the forward purchaser. See “Underwriting (Conflicts of Interest)—Forward Sale Agreement” beginning on page S-16 of this prospectussupplement for a description of the forward sale agreement. Our common shares are listed on the New York Stock Exchange LLC (the “NYSE”) under the symbol “ED.” On February20, 2026, the closing priceof our common shares on the NYSE was $109.81 per share. On January27, 2026, our Board of Directors declared a dividend of $0.8875 per share payableon March16, 2026 to shareholders of record as of February18, 2026.Purchasers of common shares in the offering will not be entitled to receive thedividend payable on March16, 2026 with respect to shares purchased in the offering. Investing in our common shares involves risks. See “Risk Factors” beginning on page S-7 of this prospectus supplement. We expect to receive net proceeds, before expenses, of $in connection with the offering only upon the full physical settlement of the forwardsale agreement, which we expect will occur by December31, 2026. The forward sale agreement may be settled earlier in whole or in part at our option,subject to satisfaction of certain conditions. For the purpose of calculating the net proceeds to us in connection with the offering, we have assumed theforward sale agreement is fully physically settled based on the initial forward price of $per share. The forward price is subject to adjustmentpursuant to the forward sale agreement, and the actual proceeds under the forward sale agreement, if any, will be calculated as described in this prospectussupplement. As a result of such adjustment, we may receive an amount in cash upon physical settlement of the forward sale agreement that is less than theamount calculated based on the initial forward price. Although we expect to settle the forward sale agreement entirely by the full physical delivery of ourcommon shares in exchange for cash proceeds, we may, subject to certain conditions, elect cash settlement or net share settlement for all or a portion of ourobligations under the forward sale agreement. See “Underwriting (Conflicts of Interest)—Forward Sale Agreement” for a description of the forward saleagreement. The underwriter has agreed to purchase our common shares from the forward seller at a price of $per share. The underwriter may offer ourcommon shares in transactions on the NYSE, in the over-the-counter market or through negotiated transactions at market prices or negotiated prices. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. The common shares will be r