01—Abstract
Summary
Summary of the 8-K filed May 8, 2026. Cited figures are marked; the original filing is the authoritative source.
Consolidated Edison, Inc. (Con Edison) has entered into an equity distribution agreement with multiple agents to establish an "at-the-market" equity distribution program.
This program allows Con Edison to offer and sell up to $2 billiona worth of its common shares over time. The company also has the option to enter into separate forward sale agreements with forward purchasers.
These agreements involve the potential sale of borrowed shares, with proceeds potentially realized by Con Edison upon future physical settlement. This move provides Con Edison with financial flexibility to raise capital through equity issuance as needed, but investors should note that the ultimate proceeds received can depend on the settlement method chosen for the forward sale agreements.
02—Key points
Key Highlights
- Con Edison established an "at-the-market" equity distribution program to sell up to $2 billion of its common shares.
- The program is facilitated through a group of named sales agents, including major financial institutions.
- The company can also enter into forward sale agreements, allowing for the sale of borrowed shares.
- Proceeds from forward sale agreements are generally received upon future physical settlement, not immediately from borrowed share sales.
- Con Edison may elect cash or net share settlement for forward agreements, which could result in no proceeds or even cash/share payments to the forward purchaser.
- Sales can occur through various methods, including NYSE transactions, block trades, and other negotiated sales.
- Commissions to sales agents and forward sellers are capped at 1.0% of gross sales price.
03—Questions
Frequently Asked Questions
What is the primary purpose of this equity distribution agreement?
The primary purpose is to provide Con Edison with financial flexibility to raise capital by offering and selling up to $2 billion of its common shares "at-the-market" over time, as needed.
When will Con Edison receive proceeds from the sale of its common shares under this program?
For shares sold directly through the sales agents, Con Edison will receive proceeds after deducting commissions and expenses. For shares sold via forward sale agreements, proceeds are typically received upon the future physical settlement of the agreement, not immediately when borrowed shares are sold.
What are the risks associated with the forward sale agreements?
A key risk is that if Con Edison elects to cash settle or net share settle a forward sale agreement, it may not receive any proceeds and could even owe cash or shares to the forward purchaser, depending on the settlement method.
What is the maximum commission Con Edison will pay?
Con Edison will pay each sales agent a commission not exceeding 1.0% of the gross sales price of shares sold through them. Similarly, the fee to forward sellers will not exceed 1.0% of the volume-weighted average gross sales price of borrowed shares.
04—Continue