ED US Equity☆

ed-20251231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________________________________

FORM 10-K

___________________________________________________

☒ Annual Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025

OR

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

___________________________________________________

Commission File Number 1-14514

Consolidated Edison, Inc.

Exact name of registrant as specified in its charter

and principal office address and telephone number

State of Incorporation I.R.S. EmployerID. Number

4 Irving Place,

___________________________________________________

Commission File Number 1-1217

Consolidated Edison Company of New York, Inc.

Exact name of registrant as specified in its charter

and principal office address and telephone number

State of Incorporation I.R.S. EmployerID. Number

4 Irving Place,

___________________________________________________

CON EDISON ANNUAL REPORT 2025 1

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchangeon which registered

Consolidated Edison, Inc., ED New York Stock Exchange

Common Shares ($.10 par value)

Securities Registered Pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Consolidated Edison, Inc. (Con Edison) Yes x No ̈

Consolidated Edison Company of New York, Inc. (CECONY) Yes x No ̈

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Con Edison Yes ̈ No x

CECONY Yes ̈ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Con Edison Yes x No ̈

CECONY Yes x No ̈

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Con Edison Yes x No ̈

CECONY Yes x No ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Con Edison

Large accelerated filer x Accelerated filer ̈

Non-accelerated filer ̈ Smaller reporting company ☐

Emerging growth company ☐

CECONY

Large accelerated filer ̈ Accelerated filer ̈

Non-accelerated filer x Smaller reporting company ☐

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. ̈

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Con Edison Yes x No ☐

CECONY Yes x No ☐

2 CON EDISON ANNUAL REPORT 2025

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Con Edison ☐

CECONY Not Applicable

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

Con Edison ☐

CECONY Not Applicable

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Con Edison Yes ☐ No x

CECONY Yes ☐ No x

The aggregate market value of the common equity of Con Edison held by non-affiliates of Con Edison, as of June 30, 2025, was approximately $36.2 billion.

As of January 31, 2026, Con Edison had outstanding 361,247,438 Common Shares ($.10 par value).

All of the outstanding common equity of CECONY is held by Con Edison.

Documents Incorporated By Reference

Portions of Con Edison’s definitive proxy statement for its Annual Meeting of Stockholders to be held on May 18, 2026, to be filed with the Commission pursuant to Regulation 14A, not later than 120 days after December 31, 2025, is incorporated in Part III of this report.

Filing Format

This Annual Report on Form 10-K is a combined report being filed separately by two different registrants: Consolidated Edison, Inc. (Con Edison) and Consolidated Edison Company of New York, Inc. (CECONY). CECONY is a wholly-owned subsidiary of Con Edison and, as such, the information in this report about CECONY also applies to Con Edison. CECONY meets the conditions set forth in General Instruction (I)(1)(a) and (b) of Form 10-K and is therefore filing this Form 10-K with the reduced disclosure format.

As used in this report, the term the “Companies” refers to Con Edison and CECONY. However, CECONY makes no representation as to the information contained in this report relating to Con Edison or the subsidiaries of Con Edison other than itself.

CON EDISON ANNUAL REPORT 2025 3

Glossary of Terms

The following is a glossary of abbreviations or acronyms that are used in the Companies' SEC reports:

Con Edison Companies

Con Edison Consolidated Edison, Inc.

CECONY Consolidated Edison Company of New York, Inc.

O&R Orange and Rockland Utilities, Inc.

RECO Rockland Electric Company

The Companies Con Edison and CECONY

The Utilities CECONY and O&R

Regulatory Agencies, Government Agencies and Other Organizations

EPA U.S. Environmental Protection Agency

FASB Financial Accounting Standards Board

FERC Federal Energy Regulatory Commission

IRS Internal Revenue Service

NJBPU New Jersey Board of Public Utilities

NJDEP New Jersey Department of Environmental Protection

NYISO New York Independent System Operator

NYPA New York Power Authority

NYSDEC New York State Department of Environmental Conservation

NYSDPS New York State Department of Public Service

NYSERDA New York State Energy Research and Development Authority

NYSPSC New York State Public Service Commission

NYSRC New York State Reliability Council, LLC

PJM PJM Interconnection LLC

SEC U.S. Securities and Exchange Commission

TSA Transportation Security Administration

Accounting

AFUDC Allowance for funds used during construction

ASU Accounting Standards Update

GAAP Generally Accepted Accounting Principles in the United States of America

HLBV Hypothetical Liquidation at Book Value

OCI Other Comprehensive Income

VIE Variable Interest Entity

4 CON EDISON ANNUAL REPORT 2025

Environmental

CO2 Carbon dioxide

GHG Greenhouse gases

MGP Sites Manufactured gas plant sites

PCBs Polychlorinated biphenyls

PRP Potentially responsible party

RGGI Regional Greenhouse Gas Initiative

Units of Measure

Bcf Billion cubic feet

Dt Dekatherms

kV Kilovolt

kWh Kilowatt-hour

MDt Thousand dekatherms

Mlb Thousands of pounds

MMlb Million pounds

MVA Megavolt ampere

MW Megawatt or thousand kilowatts

MWh Megawatt hour

Other

AMI Advanced Metering Infrastructure

CLCPA Climate Leadership and Community Protection Act

COSO Committee of Sponsoring Organizations of the Treadway Commission

COVID-19 Coronavirus Disease 2019 and any mutations or variants thereof

DER Distributed energy resources

DG Distributed generation

Fitch Fitch Ratings

IRA The federal Inflation Reduction Act, as enacted on August 16, 2022

LTIP Long Term Incentive Plan

Moody’s Moody’s Investors Service

OBBBA The One Big Beautiful Bill Act, as enacted on July 4, 2025

S&P S&P Global Ratings

TCJA The federal Tax Cuts and Jobs Act of 2017, as enacted on December 22, 2017

CON EDISON ANNUAL REPORT 2025 5

TABLE OF CONTENTS

PAGE

Introduction 8

Available Information 10

Forward-Looking Statements 10

Non-GAAP Financial Measures 10

Part I

Item 1: Business 15

Item 1A: Risk Factors 43

Item 1B: Unresolved Staff Comments 47

Item 1C: Cybersecurity 47

Item 2: Properties 49

Item 3: Legal Proceedings 49

Item 4: Mine Safety Disclosures 49

Information about our Executive Officers 50

Part II

Item 6: [Reserved] 52

Item 7A: Quantitative and Qualitative Disclosures about Market Risk 79

Item 8: Financial Statements and Supplementary Data 80

Notes to the Financial Statements 105

Note A - Summary of Significant Accounting Policies and Other Matters 106

Note B - Regulatory Matters 112

Note C - Capitalization 130

Note D - Short-Term Borrowing 131

Note E - Pension Benefits 132

Note F - Other Postretirement Benefits 138

Note G - Environmental Matters 143

Note H - Material Contingencies 145

Note I - Electricity and Gas Purchase Agreements 145

Note J - Leases 147

Note K - Goodwill 148

Note L - Income Tax 149

Note M - Revenue Recognition 154

Note N - Current Expected Credit Losses 155

Note O - Stock-Based Compensation 156

Note P - Financial Information by Business Segment 160

Note Q - Derivative Instruments and Hedging Activities 163

Note R - Fair Value Measurements 165

Note S - Variable Interest Entities 167

Note T - Asset Retirement Obligations 168

Note U - Related Party Transactions 169

Note V - New Financial Accounting Standards 170

Note W - Dispositions 170

Note X - Held-for-Sale Treatment of the Clean Energy Businesses 172

Item 9A: Controls and Procedures 177

Item 9B: Other Information 177

Item 9C: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 177

6 CON EDISON ANNUAL REPORT 2025

Part III

Item 10: Directors, Executive Officers and Corporate Governance 178

Item 11: Executive Compensation 178

Item 14: Principal Accounting Fees and Services 178

Part IV

Item 15: Exhibits and Financial Statement Schedules 180

CON EDISON ANNUAL REPORT 2025 7

Introduction

This introduction contains certain information about Con Edison and its subsidiaries, including CECONY. This introduction is not a summary and should be read together with, and is qualified in its entirety by reference to, the more detailed information appearing elsewhere or incorporated by reference in this report.

Con Edison’s mission is to provide energy services to our customers safely, reliably, efficiently and in keeping with our vision for a clean energy future; to provide an inclusive workplace that embraces our diverse experiences and backgrounds, and allows employees to realize their full potential; to provide a fair return to our investors; and to improve the quality of life in the communities we serve. Con Edison has ongoing programs designed to support each component of its mission, including initiatives focused on safety, operational excellence and the customer experience.

Con Edison is a holding company that owns:

•Consolidated Edison Company of New York, Inc. (CECONY), which provides electric service and gas service in New York City and Westchester County and steam service in parts of Manhattan;

•Orange & Rockland Utilities, Inc., which along with its New Jersey electric utility subsidiary, Rockland Electric Company (together referred to herein as O&R), provides electric service in southeastern New York and northern New Jersey and gas service in southeastern New York (O&R, together with CECONY referred to as the Utilities); and

•Con Edison Transmission, Inc., which through its subsidiaries, develops and invests in electric transmission projects and owns, through joint ventures, both electric and gas assets (Con Edison Transmission, Inc., together with its subsidiaries referred to as Con Edison Transmission).

Con Edison anticipates that the Utilities, which are subject to extensive regulation, will continue to provide substantially all of its earnings over the next few years. The Utilities have approved rate plans that are generally designed to cover each company’s cost of service, including capital and other costs of each company’s energy delivery systems. The Utilities recover from their full-service customers (who purchase energy from them), generally on a current basis, the cost the Utilities pay for energy and charge all of their customers the cost of delivery service. See "Utility Regulation" in Item 1, "Risk Factors" in Item 1A and "Rate Plans" in Note B to the financial statements in Item 8.

Significant Developments and Outlook

•Con Edison reported 2025 net income for common stock of $2,023 million or $5.66 a share compared with $1,820 million or $5.26 a share in 2024. Adjusted earnings (non-GAAP) were $2,038 million or $5.70 a share in 2025 compared with $1,868 million or $5.40 a share in 2024. See “Results of Operations” in Item 7 and “Non-GAAP Financial Measures” below.

•In 2025, the Utilities invested $4,946 million to upgrade and reinforce their energy delivery systems and Con Edison Transmission invested $50 million primarily in electric transmission. For 2026, 2027, 2028, 2029 and 2030, the Utilities expect to invest $6,533 million, $6,592 million, $6,939 million, $8,524 million and $8,571 million, respectively, for their energy delivery systems and Con Edison Transmission expects to invest $62 million, $167 million, $213 million, $75 million and $17 million, respectively, in electric transmission. See "Capital Requirements and Resources - Capital Requirements" in Item 1.

•Con Edison plans to meet its capital requirements for 2026 through 2030 through internally-generated funds, the issuance of long-term debt through public and private offerings and the issuance of common equity through public offerings, including pursuant to an at-the-market equity program. See "Capital Requirements and Resources - Capital Requirements" in Item 1. Con Edison's plans include the issuance of up to $3,200 million of long-term debt in 2026 and up to $3,000 million of long-term debt in 2027, including for maturing securities, at CECONY and O&R (collectively, the Utilities) and approximately $9,900 million in aggregate of long-term debt, including for maturing securities, at the Utilities during 2028 through 2030. Con Edison plans to issue up to $1,100 million of common equity in 2026 in addition to equity issued under its dividend reinvestment, employee stock purchase and long term incentive plans. Con Edison also plans to issue common equity of approximately $1,200 million in 2027 and up to $3,300 million in aggregate during 2028 through 2030, in addition to equity issued under its dividend reinvestment, employee stock purchase and long term incentive plans. Con Edison's estimates of its capital requirements and related financing plans reflect information available and assumptions at the time the statements are made and include, among other things, the assumption that the Utilities' forecasted capital investments and financing plans through 2030 are approved by

8 CON EDISON ANNUAL REPORT 2025

the New York State Public Service Commission (NYSPSC). Actual developments and the timing and amount of funding may differ materially.

•CECONY forecasts an average annual increase in peak demand in its service area at design conditions over the next five years for electricity and gas to be approximately 0.7 percent and 0.2 percent, respectively, and an average annual decrease in steam peak demand in its service area at design weather conditions over the next five years to be approximately 0.9 percent. O&R forecasts an average annual increase in electric peak demand in its service area at design conditions over the next five years to be approximately 4.1 percent and an average annual increase in gas peak demand in its service area over the next five years at design conditions to be approximately 1.2 percent. See “The Utilities” in Item 1.

•Pursuant to their electric and gas rate plans, CECONY and O&R recorded $54 million ($40 million after-tax) and $1 million ($.7 million after-tax) of revenues for the year ended December 31, 2025, respectively, of earnings adjustment mechanisms and positive incentives, primarily reflecting the achievement of certain energy efficiency and vehicle electrification measures, as compared with $62 million ($46 million after-tax) and $4 million ($3 million after-tax) for CECONY and O&R, respectively, for the year ended December 31, 2024, and $43 million ($32 million after-tax) and $2 million ($1 million after-tax) for CECONY and O&R, respectively, for the year ended December 31, 2023. See "Rate Plans" in Note B to the financial statements in Item 8.

•In November 2025, CECONY filed a request with the NYSPSC for a steam rate increase of $66 million, effective November 1, 2026. The filing includes supplemental information regarding steam rate plans for November 2027 through October 2028 and November 2028 through October 2029, which the company is not requesting but would consider through settlement discussions. For purposes of illustration, rate increases of $50 million and $50 million effective November 2027 and 2028, respectively, were calculated based upon an assumed return on common equity of 9.9 percent and a common equity ratio of 48 percent. See "Current Rate Cases" in Note B to the financial statements in Item 8.

•In January 2026, the NYSPSC approved the November 2025 Joint Proposal for new electric and gas rate plans for CECONY for the three-year period January 2026 through December 2028. The electric rate plan provides for electric rate increases of $222 million, $473 million, and $329 million, effective January 2026, 2027, and 2028, respectively, that will be implemented on a shaped bill impact basis resulting in a consistent total bill impact of 2.80% each year with corresponding base rate increases of $234 million, $410 million and $421 million, respectively. The gas rate plan provides for rate changes of $(46) million, $170 million, and $93 million, effective January 2026, 2027, and 2028, respectively, that will be implemented on a shaped bill impact basis resulting in a consistent total bill impact of 2.01% each year with corresponding base rate increases of $28 million, $69 million and $70 million, respectively. Other major provisions include the continuation of the revenue decoupling mechanism for electric and gas services, the continuation of provision for recovery of cost of purchased power, gas, and fuel, and the continuation of earnings opportunities from Earnings Adjustment Mechanisms (EAM) for meeting energy efficiency goals and other potential incentives. See "Rate Plans" in Note B to the financial statements in Item 8. The gas rate plan also provides that $33.3 million in annual gas revenue requirement ($100 million in aggregate from 2026 through 2028) will be recovered through a rate adjustment mechanism that is subject to refund to customers relating to the NYSDPS's review of CECONY's gas main welds. See "Other Regulatory Matters" in Note B to the financial statements in Item 8.

•In January 2026, Con Edison Transmission completed the sale of approximately 40 percent of its approximately 6.6 percent interest in Mountain Valley Pipeline, LLC (MVP) to one of the founding members of MVP and expects to complete the sale of its remaining interest in MVP to another founding member during the first half of 2026 for total aggregate consideration of $357.5 million, subject to certain closing adjustments. See “Con Edison Transmission” in Item 1.

•Con Edison Transmission and CECONY are considering strategic alternatives with respect to their investments in Honeoye Storage Corporation (Honeoye). See “Con Edison Transmission” in Item 1.

•The NYSPSC continued its focused operations audit of the Utilities' financial accounting for income taxes. The audit is investigating the Utilities’ inadvertent understatement of a portion, the amount of which may be material, of their calculation of total federal income tax expense for ratemaking purposes related to the calculation of plant retirement-related cost of removal. See "Other Regulatory Matters" in Note B to the financial statements in Item 8.

CON EDISON ANNUAL REPORT 2025 9

Available Information

Con Edison and CECONY file annual, quarterly and current reports and other information, and Con Edison files proxy statements, with the Securities and Exchange Commission (SEC). The SEC maintains an Internet site at www.sec.gov that contains reports, proxy statements, and other information regarding issuers (including Con Edison and CECONY) that file electronically with the SEC.

This information the Companies file with the SEC is also available free of charge on or through the investor information section of their websites as soon as reasonably practicable after the reports are electronically filed with, or furnished to, the SEC. Con Edison’s internet website is at: www.conedison.com; and CECONY’s is at: www.coned.com.

The "About Us - Corporate Governance" section of Con Edison’s website includes the company’s Standards of Business Conduct (its code of ethics) and amendments or waivers of the standards for executive officers or directors, corporate governance guidelines and the charters of the following committees of the company’s Board of Directors: Audit Committee, Corporate Governance and Nominating Committee, Management Development and Compensation Committee, and Safety, Environment, Operations and Sustainability Committee. This information is available in print to any shareholder who requests it. Requests should be directed to: Corporate Secretary, Consolidated Edison, Inc., 4 Irving Place, New York, NY 10003.

The "About Us - Sustainability Report” section of Con Edison’s website includes “Powering a New Energy Future: Reliably, Sustainably, Collectively,” the company’s 2024 sustainability report.

Information on the Companies’ websites is not incorporated herein and is not part of this report.

Forward-Looking Statements

This report contains forward-looking statements that are intended to qualify for the safe-harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements of future expectation and not facts. Words such as "forecasts," "expects," "estimates," "anticipates," "intends," "believes," "plans," "will," "target," "guidance," "potential," "goal", "consider" and similar expressions identify forward-looking statements. The forward-looking statements reflect information available and assumptions at the time the statements are made, and accordingly, speak only as of that time. Actual results or developments might differ materially from those included in the forward-looking statements because of various factors including, but not limited to, those discussed under “Risk Factors,” in Item 1A.

Non-GAAP Financial Measures

Adjusted earnings and adjusted earnings per share are financial measures that are not determined in accordance with generally accepted accounting principles in the United States of America (GAAP). These non-GAAP financial measures should not be considered as an alternative to net income for common stock or net income per share, respectively, each of which is an indicator of financial performance determined in accordance with GAAP. Adjusted earnings and adjusted earnings per share exclude from net income for common stock and net income per share, respectively, certain items that the company does not consider indicative of its ongoing financial performance. Management uses these non-GAAP financial measures to facilitate the analysis of Con Edison's financial performance as compared to its internal budgets and previous financial results and to communicate to investors and others the company’s expectations regarding its future earnings and dividends on its common stock. Management believes that these non-GAAP financial measures are also useful and meaningful to investors to facilitate their analysis of the company's financial performance. The following table is a reconciliation of Con Edison’s reported net income for common stock to adjusted earnings and reported earnings per share to adjusted earnings per share.

10 CON EDISON ANNUAL REPORT 2025

(Millions of Dollars, except per share amounts) 2025 2024 2023

Reported net income for common stock – GAAP basis $2,023 $1,820 $2,519

HLBV effects (pre-tax) (d) (2) 4 11

Income taxes (e) 1 (1) (3)

HLBV effects (net of tax) (d) (1) 3 8

Net mark-to-market effects (pre-tax) — — 13

Income taxes (f) — — (4)

Net mark-to-market effects (net of tax) — — 9

Income taxes (g) 3 1 —

Income taxes (h) (5) — —

Impairment loss related to investment in Honeoye (pre-tax) 13 — —

Income taxes (j) (3) — —

Impairment loss related to investment in Honeoye (net of tax) 10 — —

Income taxes (k) 1 — —

Reported earnings per share – GAAP basis (basic) $5.66 $5.26 $7.25

HLBV effects (pre-tax) (d) — 0.01 0.02

Income taxes (e) — — (0.01)

HLBV effects (net of tax) (d) — 0.01 0.01

Net mark-to-market effects (pre-tax) — — 0.04

Income taxes (f) — — (0.01)

Net mark-to-market effects — — 0.03

Income taxes (g) 0.01 — —

Income taxes (h) (0.01) — —

Impairment loss related to investment in Honeoye (pre-tax) 0.04 — —

Income taxes (j) (0.01) — —

Impairment loss related to investment in Honeoye (net of tax) 0.03 — —

Income taxes (k) — — —

Adjusted earnings per share (Non-GAAP) $5.70 $5.40 $5.07

CON EDISON ANNUAL REPORT 2025 11

a.On March 1, 2023, Con Edison completed the sale of all of the stock of the Clean Energy Businesses. See Note W and Note X to the financial statements in Item 8.

b.The loss (gain) and other impacts related to the sale of all of the stock of the Clean Energy Businesses were adjusted during the year ended December 31, 2025 ($1 million) to reflect closing adjustments. The loss (gain) and other impacts related to the sale of all of the stock of the Clean Energy Businesses were adjusted during the year ended December 31, 2024 ($0.18 a share and $0.13 a share net of tax or $62 million and $46 million net of tax) to reflect closing adjustments. The gain and other impacts related to the sale of the Clean Energy Businesses for the year ended December 31, 2023 is comprised of the gain on the sale of the Clean Energy Businesses ($(2.49) a share and $(2.21) a share net of tax or $(865) million and $(767) million net of tax), transaction costs and other accruals ($0.05 a share and $0.04 a share net of tax or $19 million and $14 million net of tax) and the effects of ceasing to record depreciation and amortization expenses on the Clean Energy Businesses’ assets ($(0.11) a share and $(0.07) a share net of tax or $(41) million and $(28) million net of tax).

c.Amounts shown include the impact of the changes in state unitary tax apportionments ($0.01 a share net of federal taxes or $3 million net of federal taxes) for the year ended December 31, 2024 and ($0.02 a share net of federal taxes or $7 million net of federal taxes) for the year ended December 31, 2023. The amount of income taxes for transaction costs and other accruals and the effects of ceasing to record depreciation and amortization expenses were calculated using a combined federal and state income tax rate of 27 percent and 32 percent, respectively, for the year ended December 31, 2023. The amount of income taxes for the gain on the sale of the Clean Energy Businesses had an effective tax rate of 26 percent for the year ended December 31, 2024 and 11 percent for the year ended December 31, 2023.

d.The loss (income) attributable to the non-controlling interest of a tax-equity investor in renewable electric projects accounted for under the hypothetical liquidation at book value (HLBV) method of accounting. See Note S to the financial statements in Item 8.

e.The amount of income taxes was calculated using a combined federal and state income tax rate of 24 percent and 25 percent, for the year ended December 31, 2024 and 2023, respectively.

f.The amount of income taxes was calculated using a combined federal and state income tax rate of 32 percent for the year ended December 31, 2023.

g.The amount of income taxes was calculated using a combined federal and state income tax rate of 22 percent for the year ended December 31, 2025 and 2024. See "Investments in Mountain Valley Pipeline, LLC (MVP)" in Note A to the financial statements in Item 8.

h.The amount of income taxes was calculated using a combined federal and state income tax rate of 28 percent for the year ended December 31, 2025.

i.The remeasurement of deferred state income taxes due to changes in state apportionment on the previously recorded impairment of MVP net of accretion of the basis difference of Con Edison's equity investment in MVP, net of federal income taxes at 21% for the year ended December 31, 2025.

j.The amount of income taxes was calculated using a combined federal and state income tax rate of 26 percent for the year ended December 31, 2025.

k.The amount of income taxes was calculated using a combined federal and state income tax rate of 28 percent for the year ended December 31, 2025.

12 CON EDISON ANNUAL REPORT 2025

Item 1: Business

Contents of Item 1 Page

Overview 15

Electric 15

Electric 16

Con Edison Transmission 16

Utility Regulation 16

State Utility Regulation 16

Regulators 16

New York Utility Industry 16

Rate Plans 17

Liability for Service Interruptions 17

Generic Proceedings 18

Federal Regulation 18

Federal Energy Regulatory Commission (FERC) 18

New York Independent System Operator (NYISO) 19

Cyber Regulation 19

Competition 19

The Utilities 20

Electric Operations 20

Electric Facilities 20

Electric Sales and Deliveries 21

Electric Peak Demand 22

Electric Supply 22

Electric Reliability Needs 22

Gas Operations 23

Gas Facilities 23

Gas Sales and Deliveries 23

Gas Peak Demand 24

Gas Supply 24

Steam Operations 24

Steam Facilities 24

Steam Sales and Deliveries 25

Steam Peak Demand and Capacity 25

Steam Supply 25

Electric Operations 25

Electric Facilities 25

Electric Sales and Deliveries 25

Electric Peak Demand 26

Electric Supply 26

Gas Operations 27

Gas Facilities 27

Gas Sales and Deliveries 27

Gas Peak Demand 27

Gas Supply 28

CON EDISON ANNUAL REPORT 2025 13

Contents of Item 1 Page

Con Edison Transmission 28

Electric 28

Capital Requirements and Resources 28

Energy Affordability Programs 33

Environmental Matters 33

Clean Energy Future 33

Climate Change 36

Environmental Sustainability 37

Other Federal, State and Local Environmental Provisions 41

State Anti-Takeover Law 42

Human Capital 42

Incorporation By Reference

Information in any item of this report as to which reference is made in this Item 1 is hereby incorporated by reference in this Item 1. The use of terms such as “see” or “refer to” shall be deemed to incorporate into Item 1 at the place such term is used the information to which such reference is made.

14 CON EDISON ANNUAL REPORT 2025

PART I

Item 1: Business

Overview

Consolidated Edison, Inc. (Con Edison), incorporated in New York State in 1997, is a holding company that owns all of the outstanding common stock of Consolidated Edison Company of New York, Inc. (CECONY), Orange and Rockland Utilities, Inc. (O&R) and Con Edison Transmission, Inc. As used in this report, the term the “Companies” refers to Con Edison and CECONY, and the term the “Utilities” refers to CECONY and O&R.

Con Edison

CECONY O&R Con Edison Transmission

•RECO

Con Edison’s principal business operations are those of CECONY, O&R and Con Edison Transmission. CECONY’s principal business operations are its regulated electric, gas and steam delivery businesses. O&R’s principal business operations are its regulated electric and gas delivery businesses. Con Edison Transmission, through its subsidiaries, develops and invests in electric transmission projects and owns, through joint ventures, both electric and gas assets. See “Con Edison Transmission” in Item 1.

Con Edison seeks to provide shareholder value through continued dividend growth, supported by earnings growth in regulated utilities and electric transmission projects. The company invests to provide reliable, resilient, safe and clean energy critical for its New York and New Jersey customers. Con Edison is a responsible neighbor, helping the communities it serves become more sustainable.

CECONY

Electric

CECONY provides electric service to approximately 3.7 million customers in all of New York City (except a part of Queens) and most of Westchester County, an approximately 660 square mile service area with a population of more than nine million.

Gas

CECONY delivers gas to approximately 1.1 million customers in Manhattan, the Bronx, parts of Queens and most of Westchester County.

Steam

CECONY operates the largest steam distribution system in the United States by producing and delivering approximately 16,975 MMlb of steam annually to approximately 1,490 customers in parts of Manhattan.

CON EDISON ANNUAL REPORT 2025 15

O&R

Electric

O&R and its utility subsidiary, Rockland Electric Company (RECO) (together referred to herein as O&R) provide electric service to approximately 0.3 million customers in southeastern New York and northern New Jersey, an approximately 1,300 square mile service area.

Gas

O&R delivers gas to over 0.1 million customers in southeastern New York.

Con Edison Transmission

Con Edison Transmission, through its subsidiaries, develops and invests in electric transmission projects and owns, through joint ventures, both electric and gas assets. See “Con Edison Transmission,” below.

Utility Regulation

State Utility Regulation

Regulators

The Utilities are subject to regulation by the NYSPSC, that under the New York Public Service Law, is authorized to set the terms of service and the rates the Utilities charge for providing service in New York. See “Rate Plans,” below and in Note B to the financial statements in Item 8. The NYSPSC also approves the issuance of the Utilities’ securities and transactions between the Utilities and Con Edison and its other subsidiaries. See “Capital Resources,” below and Note U to the financial statements in Item 8. The NYSPSC exercises jurisdiction over the siting of electric transmission lines in New York State (see “Con Edison Transmission,” below) and approves mergers or other business combinations involving New York utilities.

In addition, under the New York Public Service Law, the NYSPSC has the authority to (i) impose penalties on New York utilities, which could be material, for violating state utility laws and regulations and its orders; (ii) review, at least every five years, an electric and gas utility’s capability to provide safe, adequate and reliable service, order the utility to comply with additional and more stringent terms of service than existed prior to the review, assess the continued operation of the utility as the provider of electric service in its service territory and propose, and act upon, such measures as are necessary to ensure safe and adequate service; and (iii) based on findings of repeated violations of the New York Public Service Law or rules or regulations adopted thereto that demonstrate a failure of a combination gas and electric utility to continue to provide safe and adequate service, revoke or modify an operating certificate issued to the utility by the NYSPSC (following consideration of certain factors, including public interest and standards deemed necessary by the NYSPSC to ensure continuity of service, and due process). See "Risk Factors" in Item 1A and “Other Regulatory Matters” in Note B to the financial statements in Item 8. O&R’s New Jersey subsidiary, RECO, is subject to regulation by the New Jersey Board of Public Utilities (NJBPU). The NYSPSC, together with the NJBPU, are referred to herein as state utility regulators.

New York Utility Industry

Restructuring in the 1990s

In the 1990s, the NYSPSC restructured the electric utility industry in the state. In accordance with NYSPSC orders, the Utilities sold all of their electric generating facilities other than those that also produce steam for CECONY’s steam business (see "Electric Operations – Electric Facilities," below) and provided all of their customers the choice to buy electricity or gas from the Utilities or other suppliers (see "Electric Operations – Electric Sales and Deliveries" and "Gas Operations – Gas Sales and Deliveries," below). In 2025, 56 percent of the electricity and 33 percent of the gas CECONY delivered to its customers, and 39 percent of the electricity and 20 percent of the gas O&R delivered to its customers, was purchased by the customers from other suppliers. In addition, the Utilities no longer control or operate their bulk power electric transmission facilities. See “New York Independent System Operator (NYISO),” below.

Following industry restructuring, there were several utility mergers as a result of which substantially all of the electric and gas delivery service in New York State is now provided by one of five investor-owned utility companies – Con Edison, National Grid plc, Avangrid, Inc. (an affiliate of Iberdrola, S.A.), National Fuel Gas Company or CH Energy Group, Inc. (a subsidiary of Fortis Inc.) – or one of two state authorities – New York Power Authority (NYPA) or Long Island Power Authority.

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Rate Plans

Investor-owned utilities in the United States provide delivery service to customers according to the terms of tariffs approved by the appropriate state utility regulator. The tariffs include schedules of rates for service that limit the rates charged by the utilities to amounts that the utilities recover from their customers for costs approved by the regulator, including capital costs, of providing service to customers as defined by the tariff. The tariffs implement rate plans adopted by state utility regulators in rate orders issued at the conclusion of rate proceedings. The utilities’ earnings depend on the limits on rates authorized in, and the other provisions of, their rate plans and their ability to operate their businesses in a manner consistent with such rate plans.

The utilities’ rate plans cover specified periods, but rates determined pursuant to a plan generally continue in effect until a new rate plan is approved by the state utility regulator. In New York, either the utility or the NYSPSC can commence a proceeding for a new rate plan, and a new rate plan filed by the utility will generally take effect automatically in approximately 11 months unless prior to such time the NYSPSC approves a rate plan. The NYSPSC may request that the utility agree to suspend its request for new rates beyond the 11-month period, but if the utility agrees then the NYSPSC typically allows the utility to recover its new rates as if they went into effect at the 11-month date.

In each rate proceeding, rates are determined by the state utility regulator following the submission by the utility of testimony and supporting information, which are subject to review by the staff of the regulator. Other parties with an interest in the proceeding can also review the utility’s proposal and become involved in the rate proceeding. In New York State, the review process is overseen by an administrative law judge who is employed by the NYSPSC. After an administrative law judge issues a recommended decision that generally considers the interests of the utility, the regulatory staff, other parties and legal requisites, the regulator will issue a rate order. The utility and the regulator’s staff and interested parties may enter jointly into a proposed settlement agreement prior to the completion of this administrative process, in which case the agreement could be approved by the regulator with or without modification.

For each rate plan, the revenues needed to provide the utility a return on invested capital is determined by multiplying the utilities’ rate base by the pre-tax weighted average cost of capital determined in the rate plan. In general, rate base, as reflected in a utility's rate plans, is the sum of the utility’s net plant, working capital and certain regulatory assets less deferred taxes and certain regulatory liabilities. The NYSPSC uses a forecast of the average rate base for the year that new rates would be in effect (rate year). The NJBPU uses the rate base balances that exist at the end of the historical 12-month period on which base rates are set. The capital structure used in the weighted average cost of capital is determined using actual and forecast data for the same time periods as rate base. The costs of long-term debt, customer deposits and the allowed return on common equity represent a combination of actual and forecast financing information. The allowed return on common equity is determined by each state’s respective utility regulator. The NYSPSC’s current methodology for determining the allowed return on common equity assigns a one-third weight to an estimate determined from a capital asset pricing model applied to a peer group of utility companies and a two-thirds weight to an estimate determined from a dividend discount model using stock prices and dividend forecasts for a peer group of utility companies. Both methodologies employ market measurements of equity capital to estimate returns rather than the accounting measurements to which such estimates are applied in setting rates.

Pursuant to the Utilities’ rate plans, there generally can be no change to the rates charged to customers during the respective terms of the rate plans other than specified adjustments provided for in the rate plans.

For information about the Utilities’ rate plans, see Note B to the financial statements in Item 8.

Liability for Service Interruptions

The tariff provisions under which CECONY provides electric, gas and steam service, and O&R provides electric and gas service, limit each company’s liability to pay for damages resulting from service interruptions due to circumstances resulting from its gross negligence or willful misconduct. Under RECO's tariff provisions for electric service, the company is not liable for interruptions that are due to causes beyond its control.

CECONY’s and O&R’s tariffs for electric and gas service also provide for compensation to residential and small business customers that experience widespread prolonged outages lasting more than seventy-two consecutive hours, subject to certain exceptions, including: for residential customers, a bill credit of $25 for each twenty-four hour period of service outage beyond the first seventy-two consecutive hour outage; for residential and small business customers, reimbursement for food spoilage of up to $540; and reimbursement of affected residential customers for prescription medicine spoilage losses without limitation. Any such costs incurred by utilities are not recoverable from customers. Utilities may petition the NYSPSC to request a waiver of the requirement that it compensate customers after widespread prolonged outages. CECONY’s electric tariff requires it to also

CON EDISON ANNUAL REPORT 2025 17

compensate customers for certain other service outages resulting from malfunctions in the company’s lines and cable of 33 Kilovolt (kV) or less or associated equipment, including, for residential customers, up to $655 for food spoilage and actual losses for prescription medicine losses, and for all other customers, up to $12,900 for losses of perishable merchandise.

Each New York electric utility is required to submit to the NYSPSC annually an emergency response plan for the reasonably prompt restoration of service in the case of widespread outages in the utility’s service territory due to storms or other events beyond the control of the utility. If, after evidentiary hearings or other investigatory proceedings, the NYSPSC finds that the utility failed to reasonably implement its plan during an event, the NYSPSC may impose penalties or deny recovery of any part of the service restoration costs caused by such failure. In March 2025, the NYSPSC approved CECONY’s and O&R's emergency response plans. In December 2025, CECONY and O&R each submitted updated emergency response plans for 2026.

Generic Proceedings

The NYSPSC from time to time conducts “generic” proceedings to consider issues relating to all electric and gas utilities operating in New York State. Proceedings include clean energy and related implementation proceedings, such as the Climate Leadership and Community Protection Act proceeding, and proceedings relating to energy affordability, data access, retail access, gas planning, energy efficiency and renewable energy programs, and negative revenue adjustments for billing delays related to community solar generation projects. The Utilities typically are active participants in such proceedings.

Federal Regulation

During 2025, a series of executive orders, memoranda and proclamations were issued (collectively, Federal Actions) designed to address areas such as tariffs on imports, environmental and energy regulations, domestic energy production, and retention of domestic generation resources, among other things.

Many of the executive orders imposing tariffs on imports have been modified, stayed, or are the subject of litigation. Although these tariffs have not had a significant impact on the Companies' operations or financial condition to date, the cost of materials have increased during 2025 across various supply chain contract portfolios. If the tariffs remain in place, the cost of materials is anticipated to continue to increase and also may lead to supply chain disruptions. The Companies continue to monitor these developments closely to assess any potential additional impact on the Companies. The situation remains fluid and is subject to rapid change. The Companies are unable to predict changes in regulations, regulatory guidance, legal interpretations, policy positions and implementation actions that may result from the Federal Actions.

Federal Energy Regulatory Commission (FERC)

The Federal Energy Regulatory Commission (FERC), among other things, regulates the transmission and wholesale sales of electricity in interstate commerce and the transmission and sale of natural gas for resale in interstate commerce. In addition, the FERC can impose substantial penalties, including penalties for violations of reliability and cybersecurity rules. Certain activities of the Utilities and Con Edison Transmission are subject to the jurisdiction of the FERC. The Utilities are subject to regulation by the FERC with respect to electric transmission rates and to regulation by the NYSPSC with respect to electric and gas retail commodity sales and local delivery service. As a matter of practice, the NYSPSC has approved delivery service rates for the Utilities that include both transmission and distribution costs. The FERC also authorizes the Utilities' short-term borrowings. The electric and gas transmission projects in which Con Edison Transmission invests are also subject to regulation by the FERC. See “Con Edison Transmission,” below.

18 CON EDISON ANNUAL REPORT 2025

New York Independent System Operator (NYISO)

The NYISO is a not-for-profit organization that controls and directs the operation of most of the electric transmission facilities in New York State, including those of the Utilities, as an integrated system. It also administers wholesale markets for electricity in New York State and facilitates the construction of new transmission it considers necessary to meet identified reliability, economic or public policy needs. The New York State Reliability Council (NYSRC) promulgates reliability standards subject to FERC oversight, and the NYISO has agreed to comply with those standards. Pursuant to a requirement that is set annually by the NYSRC, the NYISO requires that entities supplying electricity to customers in New York State have generating capacity (owned, procured through the NYISO capacity markets or contracted for) in an amount equal to the peak demand of their customers plus the applicable reserve margin. In addition, the NYISO has determined that entities that serve customers in New York City must procure sufficient capacity from resources that are electrically located in New York City to cover a substantial percentage of the peak demands of their New York City customers. The NYISO also requires entities that serve customers in the Lower Hudson Valley and New York City customers that are served through the Lower Hudson Valley to procure sufficient capacity from resources electrically located in the Lower Hudson Valley. These requirements apply both to regulated utilities such as CECONY and O&R for the customers they supply under regulated tariffs and to other load serving entities that supply customers on market terms. See “CECONY – Electric Operations – Electric Supply,” "CECONY – Electric Operations – Electric Reliability Needs" and “O&R – Electric Operations – Electric Supply,” below.

Cyber Regulation

The Companies are subject to cyber regulation by federal agencies, including FERC, the Transportation Security Agency and the Cybersecurity and Infrastructure Security Agency. The Utilities are subject to cyber regulation by the NYSPSC, that under the New York Public Service Law, is authorized to evaluate annually the utility’s customer privacy protections, including, but not limited to, customer electric and gas consumption data, and protection of critical energy infrastructure. In March 2023, the New York State legislature amended the New York State Public Service Law, directing the NYSPSC to develop rules to direct electric and gas utilities to, among other things, (i) protect customer privacy, including customer consumption data, from unauthorized disclosure; (ii) develop and implement tools to monitor operational control networks to detect unauthorized network behavior; and (iii) mandate that utilities’ emergency response plans include cyberattack response plans. In December 2024, the NYSPSC and the NYSDPS prepared a report on their review of New York gas and electric utilities’ compliance with the New York Public Service Law referenced above and their cybersecurity posture for operational and informational technology systems that manage operations and hold private customer data. The NYSPSC recommended adoption of specific cybersecurity regulations to enhance and codify standards and practices in these areas, which will be developed and implemented pursuant to a separate proceeding. O&R’s subsidiary, RECO, is subject to cyber regulation by the NJBPU. See “The Companies Are Extensively Regulated And May Be Subject To Penalties” and "A Cyber Attack Could Adversely Affect the Companies" in Item 1A and Item 1C: Cybersecurity.

Competition

The subset of distributed energy resources (DER) that produce electricity is collectively called distributed generation (DG). DG includes solar energy production facilities, fuel cells, and micro-turbines, and provides an alternative source of electricity for the Utilities’ electric delivery customers. Energy storage, though not a form of DG, is also a source of electricity for the Utilities’ electric delivery customers. Typically, customers with DG remain connected to the utility’s delivery system and do not pay a different rate. Gas delivery customers have electricity, oil and propane as alternatives, and steam customers have electricity, oil and natural gas as alternative sources for heating and cooling their buildings. Micro-grids and community-based micro-grids enable DG to serve multiple locations and multiple customers. The Companies expect DERs and electric alternatives to gas and steam, to increase, and for gas and steam usage to decrease, as the Climate Leadership and Community Protection Act (CLCPA) enacted by New York State and the Climate Mobilization Act enacted by New York City continue to be implemented. See “Environmental Matters – Clean Energy Future,” below. See “CECONY- Gas Operations - Gas Peak Demand,” below. The following table shows the aggregate capacities of the DG projects connected to the Utilities’ distribution systems at the end of the last five years:

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Technology CECONY O&R

Steam turbines 6 6 6 6 6 — — — — —

Landfill — — — — — 2 2 2 2 2

The Utilities do not consider it reasonably likely that another company would be authorized to provide utility delivery service of electricity, gas or steam where the Utilities already provide service. Any such other company would need to obtain NYSPSC consent, satisfy applicable local requirements, install facilities to provide the service, meet applicable services standards and charge customers comparable taxes and other fees and costs imposed on the service. A new delivery company would also be subject to extensive ongoing regulation by the NYSPSC. See “Utility Regulation – State Utility Regulation – Regulators,” above, "The Companies Are Extensively Regulated And May Be Subject To Substantial Penalties" in Item 1A and “Other Regulatory Matters” in Note B to the financial statements in Item 8. Con Edison Transmission develops and invests in electric transmission projects, the current and prospective customers of which may have competitive alternatives, and owns, through joint ventures, both electric and gas assets. See "Con Edison Transmission," below.

The Utilities

CECONY

CECONY, incorporated in New York State in 1884, is a subsidiary of Con Edison and has no significant subsidiaries of its own. Its principal business segments are its regulated electric, gas and steam businesses.

For a discussion of the company’s operating revenues and operating income for each segment, see “Results of Operations” in Item 7. For additional information about the segments, see Note P to the financial statements in Item 8.

Electric Operations

Electric Facilities

CECONY’s capitalized costs for utility plant, net of accumulated depreciation, for distribution facilities were $25,214 million and $23,770 million at December 31, 2025 and 2024, respectively. For its transmission facilities, the costs for utility plant, net of accumulated depreciation, were $5,223 million and $4,703 million at December 31, 2025 and 2024, respectively, and for its portion of the steam-electric generation facilities, the costs for utility plant, net of accumulated depreciation, were $597 million and $577 million, at December 31, 2025 and 2024, respectively. See "CECONY – Steam Operations – Steam Facilities," below.

Distribution Facilities

CECONY owns 63 area distribution substations and various distribution facilities located throughout New York City and Westchester County. At December 31, 2025, the company’s distribution system had a transformer capacity of 33,020 MVA, with 38,219 miles of overhead distribution lines and 100,371 miles of underground distribution lines. The underground distribution lines represent the single longest underground electric delivery system in the United States.

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Transmission Facilities

CECONY’s transmission facilities are located in New York City and Westchester, Orange, Rockland, Putnam and Dutchess counties in New York State. At December 31, 2025, the company owned or jointly owned 490 miles of overhead circuits operating at 138, 230, 345 and 500 kV and 770 miles of underground circuits operating at 69, 138 and 345 kV. The company’s 40 transmission substations and 63 area stations are supplied by circuits operated at 69 kV and above. CECONY’s transmission facilities interconnect with those of National Grid, Central Hudson Gas & Electric Corporation, O&R, New York State Electric & Gas, Eversource Energy, Long Island Power Authority, NYPA, New York Transco and Public Service Electric and Gas Company.

Generating Facilities

CECONY’s electric generating facilities consist of plants located in Manhattan whose primary purpose is to produce steam for the company's steam business and also co-produce electricity. The facilities have a combined electric nameplate capacity of approximately 726 MW. The company expects to have sufficient amounts of gas and fuel oil available in 2026 for use in these facilities.

Electric Sales and Deliveries

CECONY delivers electricity to its full-service customers who purchase electricity from the company. Under the company's retail choice program, CECONY also delivers electricity to its customers who choose to purchase electricity from other load serving entities. In addition, the company delivers electricity to state and municipal customers of the NYPA.

The company charges all customers in its service area for the delivery of electricity. The company generally recovers, on a current basis, the cost of the electricity that it buys and then sells to its full-service customers. It does not make any margin or profit on the electricity it sells. CECONY’s electric delivery revenues are subject to a revenue decoupling mechanism. As a result, its electric delivery revenues are generally not affected by changes in delivery volumes from levels assumed when rates were approved. CECONY’s electric sales and deliveries for the last five years were:

Year Ended December 31,

Electric Energy Delivered (millions of kWh)

Electric Energy Delivered ($ in millions)

Average Revenue per kWh Sold (Cents)

For further discussion of the company’s electric operating revenues and its electric results, see “Results of Operations” in Item 7. For additional segment information, see Note P to the financial statements in Item 8.

CON EDISON ANNUAL REPORT 2025 21

Electric Peak Demand

The electric peak demand in CECONY’s service area typically occurs during the summer air conditioning season. CECONY’s 2025 service area actual hourly peak demand was 12,530 MW, which occurred on June 25, 2025. At “design weather conditions,” electric peak demand in CECONY’s service area would have been approximately 12,600 MW. Design weather conditions for the electric system is a standard to which the actual hourly peak demand is adjusted for evaluation and planning purposes. Since NYISO-invoked demand reduction programs can only be called upon under specific circumstances, design weather conditions do not include these programs' potential impact. However, the CECONY forecasted hourly peak demand at design weather conditions does include the impact of certain demand reduction programs. The company estimates that, under design weather conditions, the 2026 service area hourly peak demand will be 12,690 MW. As of January 2026, the company forecasts an average annual increase in hourly electric peak demand in its service area at design weather conditions over the next five years to be approximately 0.7 percent per year. The five-year forecast in peak demand is used by the company for electric supply and capital expenditures planning purposes.

Electric Supply

Most of the electricity sold by CECONY to its full-service customers in 2025 was purchased through the wholesale electricity market administered by the NYISO. The company expects that resources will again be adequate to meet the requirements of its customers in 2026. See "Electric Reliability Needs," below. The company plans to meet its continuing obligation to supply electricity to its full-service customers through a combination of electricity purchased under contract, purchased through the NYISO’s wholesale electricity market, or generated from its electricity generating facilities. For information about the company’s contracts for electric generating capacity, see Notes I and Q to the financial statements in Item 8. To reduce the volatility of its full-service customers’ electric energy costs, the company enters into derivative transactions to hedge the costs of a portion of its expected purchases through the NYISO’s wholesale electricity market.

CECONY owns generating stations in New York City associated primarily with its steam system and local reliability support. The generating stations have a combined electric nameplate capacity of approximately 780 MW. For information about electric generating capacity owned by the company, see “Electric Operations – Electric Facilities – Generating Facilities,” above.

In general, the Utilities recover their costs of purchasing power for full-service customers, including the cost of hedging purchase prices, pursuant to rate provisions approved by the state public utility regulatory authority having jurisdiction. See “Financial and Commodity Market Risks – Commodity Price Risk” in Item 7 and “Recoverable Energy Costs” in Note A to the financial statements in Item 8.

Electric Reliability Needs

CECONY monitors the adequacy of the electric capacity resources and related developments in its service area, and works with other parties on long-term resource adequacy within the framework of the NYISO reliability planning process.

In October 2025, the NYISO issued its 2025 Q3 Short-Term Assessment of Reliability (STAR) that identifies a bulk power system electric reliability need in New York City beginning in the summer of 2026 and continuing through 2030. See "Electric Supply" above. The need is primarily driven by forecasted increases in peak demand, deactivation notices of existing generation on the Gowanus and Narrows barges and the uncertainty as to whether certain planned projects will be completed and energized within the forecasted time period (the Gowanus-Greenwood 345-138 kV feeder and the Champlain Hudson Power Express transmission line in May 2026, Empire Wind 1 in July 2027 and Propel NY in May 2030). In its 2025 Q4 STAR report issued in January 2026, the NYISO observed that the scope, scale, and nature of the forecasted reliability need remains unchanged. NYISO previously solicited both market-based and regulated solutions which remain under evaluation by the NYISO.

In December 2025, CECONY issued its preliminary 2025 Local Transmission Plan (LTP), which projected reliability needs in New York driven by increasing load demand, cumulative generator retirements without incremental new generation resources, and reliability design criteria updates. Following CECONY’s preliminary 2025 LTP, the NYSPSC issued an order directing CECONY to develop a reliability contingency plan by June 2026 to address projected reliability needs in New York City.

In January 2026, pursuant to the NYSPSC order, CECONY filed its updated projection of reliability needs in New York City of 125 MW beginning in 2032 and increasing to 750 MW by 2036. Additionally, CECONY issued a Request for Information (RFI) to engage with stakeholders for the submission of feasible, effective, timely and cost-effective options to meet these needs. The RFI will be used to inform CECONY's New York City reliability contingency plan.

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Gas Operations

Gas Facilities

CECONY’s capitalized costs for utility plant, net of accumulated depreciation, for gas facilities, which are primarily distribution facilities, were $12,629 million and $11,830 million at December 31, 2025 and 2024, respectively.

Natural gas is delivered by interstate pipelines to CECONY at various points in or near its service territory and is distributed to customers by the company through an estimated 4,374 miles of mains and 379,939 service lines. The company owns a natural gas liquefaction facility and storage tank at its Astoria property in Queens, New York with a capacity of approximately 1 Bcf. The company has a contract for approximately 1.2 Bcf of additional natural gas storage capacity at a field in upstate New York, owned and operated by Honeoye, a corporation 71.2 percent owned by Con Edison Transmission and 28.8 percent owned by CECONY. Con Edison Transmission and CECONY are considering strategic alternatives with respect to their investments in Honeoye.

Gas Sales and Deliveries

CECONY delivers gas to its full-service customers who purchase gas from the company. The company generally recovers the cost of the gas that it buys and then sells to its full-service customers. It does not make any margin or profit on the gas it sells. Under the company's retail choice program, CECONY also delivers gas to its customers who choose to purchase gas from other suppliers. CECONY’s gas delivery revenues are subject to a weather normalization clause and a revenue decoupling mechanism. As a result, its gas delivery revenues are generally not affected by changes in delivery volumes from levels assumed when rates were approved. CECONY’s gas sales and deliveries for the last five years were:

Year Ended December 31,

Gas Delivered (MDt)

Firm sales

Transportation of customer-owned gas

Gas Delivered ($ in millions)

Firm sales

Transportation of customer-owned gas

Other (mainly generating plants and interruptible transportation) 62 60 58 64 59

Other operating revenues (mainly regulatory amortizations) 50 42 76 159 111

Average Revenue per Dt Sold

(a) Includes 2,574, 2,015 and 1,920 MDt for 2023, 2022 and 2021, respectively, which are also reflected in delivery service for firm retail choice customers and other.

For further discussion of the company’s gas operating revenues and its gas results, see “Results of Operations” in Item 7. For additional segment information, see Note P to the financial statements in Item 8.

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Gas Peak Demand

The gas actual peak day demand for firm gas customers in CECONY’s service area occurs during the winter heating season and during the winter of 2025/2026 (through January 31, 2026) occurred on January 30, 2026 when the firm gas customers' demand reached approximately 1,310 MDt. “Design weather conditions” for the gas system is a standard to which the actual peak demand is adjusted for evaluation and planning purposes. The company estimates that, under design weather conditions, the 2026/2027 service area peak day demand for firm gas customers will be 1,648 MDt. The forecasted peak day demand for firm gas customers at design conditions does not include gas used by interruptible gas customers including electric and steam generating stations. As of January 2026, the company forecasts an average annual increase of the gas peak day demand for firm gas customers over the next five years at design conditions of approximately 0.2 percent in its service area. The five-year forecast in peak demand is used by the company for gas supply and capital expenditures planning purposes.

Gas Supply

CECONY and O&R have combined their gas requirements, and contracts to meet those requirements, into a single portfolio. The combined portfolio is administered by, and related management services are provided by, CECONY (for itself and as an agent for O&R) and costs are allocated between the Utilities in accordance with provisions approved by the NYSPSC. See Note U to the financial statements in Item 8.

Charges from suppliers for the firm purchase of gas, which are based on formulas or indexes or are subject to negotiation, are generally designed to approximate market prices. The Utilities have contracts with interstate pipeline companies for the purchase of firm transportation from upstream points where gas has been purchased to the Utilities’ distribution systems, and for upstream storage services. Charges under these transportation and storage contracts are approved by the FERC. The Utilities are required to pay certain fixed charges under the supply, transportation and storage contracts whether or not the contracted capacity is actually used. These fixed charges amounted to approximately $580.3 million in 2025, including $509.4 million for CECONY. At December 31, 2025, the contracts were for various terms extending to 2027 for supply and 2047 for transportation and storage. During 2025, no new transportation contracts were entered into by CECONY or O&R. In addition, the Utilities purchase gas on the spot market and contract for interruptible gas transportation. See “Contractual Obligations,” below and “Recoverable Energy Costs” in Note A, Note Q and Note U to the financial statements in Item 8.

Steam Operations

Steam Facilities

CECONY’s capitalized costs for utility plant, net of accumulated depreciation, for steam facilities, including steam's portion of the steam-electric generation facilities, were $2,009 million and $2,006 million at December 31, 2025 and 2024, respectively. See "CECONY – Electric Operations – Electric Facilities," above.

CECONY generates steam at one steam-electric generating station and four steam-only generating stations and distributes steam to its customers through approximately 106 miles of transmission, distribution and service piping.

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Steam Sales and Deliveries

CECONY’s steam sales and deliveries for the last five years were:

Year Ended December 31,

Steam Sold (MMlb)

Steam Sold ($ in millions)

For further discussion of the company’s steam operating revenues and its steam results, see “Results of Operations” in Item 7. For additional segment information, see Note P to the financial statements in Item 8.

Steam Peak Demand and Capacity

The steam actual hourly peak demand in CECONY’s service area occurs during the winter heating season and during the winter of 2025/2026 (through January 31, 2026) occurred on January 30, 2026 when the actual hourly demand reached approximately 7.01 MMlb per hour. “Design weather conditions” for the steam system is a standard to which the actual hourly peak demand is adjusted for evaluation and planning purposes. The company’s estimate for the winter of 2026/2027 hourly peak demand of its steam customers is about 7.3 MMlb per hour under design weather conditions. As of January 2026, the company forecasts an average annual decrease in steam hourly peak demand in its service area at design weather conditions over the next five years to be approximately 0.9 percent. The five-year forecast in peak demand is used by the company for steam supply and capital expenditures planning purposes.

On December 31, 2025, the steam system was capable of delivering approximately 11.2 MMlb of steam per hour, and CECONY estimates that the system will maintain the same capability throughout the 2026/2027 winter.

Steam Supply

40 percent of the steam produced by CECONY in 2025 was supplied by the company’s steam-only generating assets; 42 percent was produced by the company’s steam-electric generating assets, where steam and electricity are primarily cogenerated; and 18 percent was purchased under an agreement with Brooklyn Navy Yard Cogeneration Partners L.P.

O&R

Electric Operations

Electric Facilities

O&R’s capitalized costs for utility plant, net of accumulated depreciation, for distribution facilities were $1,482 million and $1,359 million at December 31, 2025 and 2024, respectively. For its transmission facilities, the costs for utility plant, net of accumulated depreciation, were $377 million and $369 million at December 31, 2025 and 2024, respectively.

O&R and RECO own, in whole or in part, transmission and distribution facilities which include 552 circuit miles of transmission lines, 16 transmission substations, 63 distribution substations, 89,675 in-service line transformers, 3,764 pole miles of overhead distribution lines and 2,417 miles of underground distribution lines. O&R’s transmission system is part of the NYISO system except that portions of RECO’s system are located within the transmission area controlled by PJM.

Electric Sales and Deliveries

O&R delivers electricity to its full-service customers who purchase electricity from the company. Under the company's retail choice program, O&R also delivers electricity to its customers who purchase electricity from load serving entities.

CON EDISON ANNUAL REPORT 2025 25

The company charges all customers in its service area for the delivery of electricity. O&R generally recovers, on a current basis, the cost of the electricity that it buys and then sells to its full-service customers. It does not make any margin or profit on the electricity it sells. O&R’s New York electric revenues (which accounted for 76.66 percent of O&R’s electric revenues in 2025) are subject to a revenue decoupling mechanism. As a result, O&R’s New York electric delivery revenues are generally not affected by changes in delivery volumes from levels assumed when rates were approved. Effective July 2021, the majority of O&R’s electric distribution revenues in New Jersey are subject to a conservation incentive program, as a result of which distribution revenues are generally not affected by changes in delivery volumes from levels assumed when rates were approved. O&R’s electric transmission revenues in New Jersey are not subject to a conservation incentive program, and as a result, changes in such volumes do impact revenues. O&R’s electric sales and deliveries for the last five years were:

Year Ended December 31,

Electric Energy Delivered (millions of kWh)

Electric Energy Delivered ($ in millions)

Other operating revenues (34) 1 9 (1) 5

Average Revenue Per kWh Sold (Cents)

For further discussion of the company’s electric operating revenues and its electric results, see “Results of Operations” in Item 7. For additional segment information, see Note P to the financial statements in Item 8.

Electric Peak Demand

The electric peak demand in O&R’s service area typically occurs during the summer air conditioning season. O&R’s 2025 service area actual hourly peak demand was 1,553 MW, which occurred on June 23, 2025. At “design weather conditions,” electric peak demand in O&R’s service area would have been approximately 1,526 MW. Design weather conditions for the electric system is a standard to which the actual hourly peak demand is adjusted for evaluation and planning purposes. Since NYISO-invoked demand reduction programs can only be called upon under specific circumstances, design weather conditions do not include these programs' potential impact. However, the O&R forecasted hourly peak demand at design conditions does include the impact of certain demand reduction programs. The company estimates that, under design weather conditions, the 2026 service area peak demand will be 1,600 MW. As of January 2026, the company forecasts an average annual increase in hourly electric peak demand in its service area at design conditions over the next five years to be approximately 4.1 percent primarily due to anticipated load growth from commercial customers, including data centers, and electric vehicles, offset in part by energy efficiency programs. The five-year forecast in peak demand is used by the company for electric supply and capital expenditures planning purposes.

Electric Supply

The electricity O&R sold to its full-service customers in 2025 was purchased under firm power contracts or through the wholesale electricity market. The company expects that these resources will again be adequate to meet the requirements of its customers in 2026. O&R does not own any electric generating capacity. The company plans to meet its continuing obligation to supply electricity to its customers through a combination of electricity purchased under contracts or purchased through the wholesale electricity market. To reduce the volatility of its customers’ electric energy costs, the company has contracts to purchase electric energy and enters into derivative transactions to hedge the costs of a portion of its expected purchases. For information about the company’s contracts, see Note Q to the financial statements in Item 8.

In general, the Utilities recover their costs of purchasing power for full service customers, including the cost of hedging purchase prices, pursuant to rate provisions approved by the state public utility regulatory authority having jurisdiction. See “Financial and Commodity Market Risks – Commodity Price Risk,” in Item 7 and “Recoverable Energy Costs” in Note A to the financial statements in Item 8. From time to time, certain parties have petitioned the NYSPSC to review these provisions, the elimination of which could have a material adverse effect on the Companies’ financial position, results of operations or liquidity.

26 CON EDISON ANNUAL REPORT 2025

Gas Operations

Gas Facilities

O&R’s capitalized costs for utility plant, net of accumulated depreciation for gas facilities, which are primarily distribution facilities, were $927 million and $873 million at December 31, 2025 and 2024, respectively. Natural gas is delivered by pipeline to O&R at various points in or near its service territory and is distributed to customers by the company through an estimated 1,902 miles of mains and 107,866 service lines.

Gas Sales and Deliveries

O&R delivers gas to its full-service customers who purchase gas from the company. O&R generally recovers the cost of the gas that it buys and then sells to its full-service customers. It does not make any margin or profit on the gas it sells. Under the company's retail choice program, O&R also delivers gas to its customers who choose to purchase gas from other suppliers. O&R’s gas delivery revenues are subject to a weather normalization clause and to a revenue decoupling mechanism. As a result, its gas delivery revenues are generally not affected by changes in delivery volumes from levels assumed when rates were approved. O&R’s gas sales and deliveries for the last five years were:

Year Ended December 31,

Gas Delivered (MDt)

Firm sales

Transportation of customer-owned gas

Sales to electric generating stations 2 10 4 10 26

Year Ended December 31,

Gas Delivered ($ in millions)

Firm sales

Interruptible Sales 7 7 6 6 6

Transportation of customer-owned gas

Average Revenue Per Dt Sold

For further discussion of the company’s gas operating revenues and its gas results, see “Results of Operations” in Item 7. For additional segment information, see Note P to the financial statements in Item 8.

Gas Peak Demand

The gas actual peak day demand for firm sales customers in O&R’s service area occurs during the winter heating season and during the winter of 2025/2026 (through January 31, 2026) occurred on January 24, 2026 when the firm sales customers' demand reached approximately 188 MDt. “Design weather conditions” for the gas system is a standard to which the actual peak demand is adjusted for evaluation and planning purposes. The company estimates that, under design weather conditions, the 2026/2027 service area peak day demand for firm sales customers will be 247 MDt. The forecasted peak day demand at design conditions does not include gas used by interruptible gas customers including electric generating stations. As of January 2026, the company forecasts an average annual increase of the gas peak day demand for firm gas customers over the next five years at design

CON EDISON ANNUAL REPORT 2025 27

conditions of approximately 1.2 percent primarily due to an anticipated increase in the number of firm gas customers within the next five years. The five-year forecast in peak demand is used by the company for gas supply and capital expenditures planning purposes.

Gas Supply

O&R and CECONY have combined their gas requirements and purchase contracts to meet those requirements into a single portfolio. See “CECONY – Gas Operations – Gas Supply” above.

Con Edison Transmission

Con Edison Transmission, through its subsidiaries, develops and invests in electric transmission projects and owns, through joint ventures, both electric and gas assets.

Electric

The following table presents Con Edison Transmission’s ownership interests in New York Transco’s electric transmission projects.

(a)TOTS is a group of three electric power bulk transmission projects ($217 million total cost) constructed on the New York bulk transmission system to increase transfer capability between upstate and downstate New York. In December 2025, the FERC approved a settlement agreement that provides a base ROE of 9.99 percent and allows the use of a 54% common equity ratio to calculate the revenue requirement.

(b)The NYES project was constructed to relieve transmission congestion between upstate and downstate (estimated cost of approximately $800 million). Construction of the Dover Station, an additional network upgrade to support the NYES project, was completed during the fourth quarter of 2025. In December 2025, the FERC approved a settlement agreement that provides a base ROE of 9.99 percent and allows the use of a 54% common equity ratio to calculate the revenue requirement.

(c)Includes a cost containment reduction.

(d)Propel NY Energy, a project that is under development jointly with the NYPA, is a 90-mile electric transmission project that is expected to increase high voltage transmission connections between Long Island and the rest of New York State. New York Transco’s share of the estimated cost of the Propel NY Energy project is $2,200 million, excluding interconnection costs and the cost of projects expected to be built by local transmission owners, including CECONY. The siting, construction and operation of the project will require approvals and permits from the appropriate governmental agencies and authorities, including the NYSPSC.

Gas

Con Edison Transmission owns a 71.2 percent interest in Honeoye, a company that operates a gas storage facility in upstate New York and in which CECONY owns the remaining interest. Con Edison Transmission and CECONY are considering strategic alternatives with respect to their investments in Honeoye.

In January 2026, Con Edison Transmission completed the sale of approximately 40 percent of its approximately 6.6 percent interest in Mountain Valley Pipeline, LLC (MVP) to one of the founding members of MVP and expects to complete the sale of its remaining interest in MVP to another founding member during the first half of 2026 for total aggregate consideration of $357.5 million, subject to certain closing adjustments. See "Investment in Mountain Valley Pipeline, LLC (MVP)" in Note A to the financial statements in Item 8.

For information about Con Edison Transmission's results, see "Results of Operations" in Item 7 and Note P to the financial statements in Item 8.

Capital Requirements and Resources

Capital Requirements

The following table contains the Companies’ capital requirements for the years 2023 through 2025:

28 CON EDISON ANNUAL REPORT 2025

Actual

CECONY (a)(b)

O&R (b)

Con Edison Transmission 50 29 49

Clean Energy Businesses (c) — — 81

Retirement of long-term securities

Con Edison – parent company — — 650

Clean Energy Businesses (c) — — 60

Total retirement of long-term securities (d) — 475 710

(a)CECONY’s capital expenditures for environmental protection facilities and related studies were $656 million, $672 million and $589 million in 2025, 2024 and 2023, respectively.

(b)Amounts and estimates shown do not include regulatory asset expenditure amounts for energy efficiency and other clean energy programs. See "Regulatory Assets and Liabilities" in Note B to the financial statements in Item 8.

(c)On March 1, 2023, Con Edison completed the sale of all of the stock of the Clean Energy Businesses. See Note W and Note X to the financial statements in Item 8.

(d)Amounts exclude $2 million of retired debt for Broken Bow II, a deferred project, which was classified as Held for Sale as of December 31, 2024 and is shown under “Project Debt Held for Sale" on Con Edison's Consolidated Statement of Capitalization. See "Assets Held for Sale" in Note A and Note X to the financial statements in Item 8. The sale and transfer of Broken Bow II, including the related debt, was completed in January 2025.

CON EDISON ANNUAL REPORT 2025 29

The following table contains the Companies’ capital requirements current estimate of amounts for 2026 through 2030:

Estimate

CECONY (a)(b)

O&R (b)

Retirement of long-term securities

(a)CECONY’s capital expenditures for environmental protection facilities and related studies are estimated to be $637 million in 2026. Amounts include surcharge recovery programs that are not in base rates for CECONY of $1,885 million, $1,893 million, $1,766 million, $1,391 million and $603 million for 2030, 2029, 2028, 2027 and 2026, respectively. See Note B to the financial statements in Item 8.

(b)Amounts and estimates shown do not include regulatory asset expenditure amounts for energy efficiency and other clean energy programs. See "Regulatory Assets and Liabilities" in Note B to the financial statements in Item 8.

30 CON EDISON ANNUAL REPORT 2025

Contractual Obligations

The following table summarizes the Companies’ material obligations at December 31, 2025 to make payments pursuant to contracts. Long-term debt, operating and capital lease obligations and other noncurrent liabilities are included on their balance sheets. Electricity and gas purchase agreements (for which undiscounted future annual payments are shown) are described in the notes to the financial statements.

Payments Due by Period

(Millions of Dollars) Total After 5years Years4 & 5 Years2 & 3 1 yearor less

Long-term debt (Statement of Capitalization)

Finance lease obligations (Note J)

CECONY 2 — — 1 1

O&R 1 — — 1 —

Total finance lease obligations (b) 3 — — 2 1

Operating leases (Note J)

O&R 1 — — — 1

Purchase obligations

Electricity power purchase agreements – Utilities (Note I)

CECONY

O&R

Energy and Capacity (c) 118 — — 47 71

CECONY

O&R

Natural gas supply 57 — — 1 56

Other purchase obligations (e)

(a)Amounts include interest on variable-rate debt.

(b)Amounts exclude four lease agreements for clean energy facilities that had not yet commenced operation. See Note J to the financial statements in Item 8.

(c)Included in these amounts is the cost of minimum quantities of energy that the Utilities are obligated to purchase at both fixed and variable prices.

(d)Included in these amounts is the cost of minimum quantities of natural gas supply, transportation and storage that the Utilities are obligated to purchase at both fixed and variable prices.

(e)Amounts shown for other purchase obligations, which reflect capital and operations and maintenance costs incurred by the Utilities in running their day-to-day operations, were derived from the Utilities’ purchasing system as the difference between the amounts authorized and the amounts paid (or vouchered to be paid) for each obligation. For many of these obligations, the Utilities are committed to purchase less than the amount authorized. Payments for the “Other Purchase Obligations” are generally assumed to be made ratably over the term of the obligations. Long-term Purchase Obligations, which comprises $3,116 million of "Other Purchase Obligations," were derived from the Utilities' purchasing system by using a method that identifies the remaining purchase obligations. The Utilities believe that unreasonable effort and expense would be involved to enable them to report their “Other Purchase Obligations” in a different manner.

CON EDISON ANNUAL REPORT 2025 31

The Companies’ commitments to make payments in addition to these contractual commitments include their other liabilities reflected on their balance sheets, any funding obligations for their pension and other postretirement benefit plans, financial hedging activities, their collective bargaining agreements and Con Edison’s guarantee of certain obligations. See Notes E, F, Q and “Guarantees” in Note H to the financial statements in Item 8.

Capital Resources

Con Edison is a holding company that operates only through its subsidiaries and has no material assets other than its interests in its subsidiaries. Con Edison finances its capital requirements primarily through internally-generated funds, the sale of its common shares or external borrowings. Con Edison’s ability to make payments on external borrowings and dividends on its common shares depends on receipt of dividends from its subsidiaries, proceeds from the sale of additional common shares or its interests in its subsidiaries or additional external borrowings. See "Con Edison's Ability To Pay Dividends Or Interest Depends On Dividends From Its Subsidiaries" in Item 1A and Note U to the financial statements in Item 8.

For information about restrictions on the payment of dividends by the Utilities and significant debt covenants, see Note C to the financial statements in Item 8.

For information on the Companies’ commercial paper program and revolving credit agreements with banks, see Note D to the financial statements in Item 8.

The Companies require access to the capital markets to fund capital requirements that are substantially in excess of available internally-generated funds. See “Capital Requirements,” above and "The Companies Require Access To Capital Markets to Satisfy Funding Requirements” in Item 1A and each of the Companies believes that it will continue to be able to access capital, although financial market conditions or changes in the Companies' credit ratings may affect the timing and cost of the Companies’ financing activities. The Companies monitor the availability and costs of various forms of capital, and will seek to issue Con Edison common shares and other securities when it is necessary or advantageous to do so. For information about the Companies’ long-term debt and short-term borrowing, see Notes C and D to the financial statements in Item 8.

The Utilities finance their operations, capital requirements and payment of dividends to Con Edison from internally-generated funds, contributions of equity capital from Con Edison, if any, and external borrowings. See "Liquidity and Capital Resources" in Item 7.

Con Edison plans to meet its capital requirements for 2026 through 2030 through internally-generated funds, the issuance of long-term debt through public and private offerings and the issuance of common equity through public offerings, including pursuant to an at-the-market equity program. See “Capital Requirements and Resources - Capital Requirements" in Item 1. Con Edison's plans include the issuance of up to $3,200 million of long-term debt in 2026 and up to $3,000 million of long-term debt in 2027, including for maturing securities, at the Utilities and approximately $9,900 million in aggregate of long-term debt, including for maturing securities, at the Utilities during 2028 through 2030. Con Edison plans to issue up to $1,100 million of common equity in 2026, in addition to equity issued under its dividend reinvestment, employee stock purchase and long-term incentive plans. Con Edison also plans to issue common equity of approximately $1,200 million in 2027 and up to $3,300 million in aggregate during 2028 through 2030, in addition to equity issued under its dividend reinvestment, employee stock purchase and long-term incentive plans. Con Edison’s estimates of its capital requirements and related financing plans reflect information available and assumptions at the time the statements are made and include, among other things, the assumptions that the Utilities’ forecasted capital investments and financing plans through 2030 are approved by the NYSPSC. Actual developments and the timing and amount of funding may differ materially.

In 2024, the NYSPSC authorized CECONY, through 2027, to issue up to $6,050 million of debt securities ($3,525 million of which the company had issued as of December 31, 2025). In 2025, the NYSPSC authorized O&R, through 2028, to issue up to $700 million of debt securities ($250 million of which the company had issued as of December 31, 2025). The NYSPSC also authorized CECONY and O&R for such periods to issue debt securities to refund existing debt securities of up to $2,500 million and $125 million, respectively, pursuant to which CECONY redeemed $225 million of its Series 2010A tax-exempt bonds and O&R had not refunded any securities pursuant to these authorizations.

FERC has authorized CECONY through April 30, 2026 and O&R through July 31, 2026 to issue short-term borrowings for a period of not more than 12 months, in an amount not to exceed $4,000 million and $250 million, respectively, at prevailing market rates.

Con Edison Transmission has financed its operations and capital requirements primarily with capital contributions and borrowings from Con Edison and internally-generated funds. See "Liquidity and Capital Resources" in Item 7.

32 CON EDISON ANNUAL REPORT 2025

For each of the Companies, the common equity ratio for the last five years was:

Common Equity Ratio(Percent of total capitalization)

The credit ratings assigned by Moody’s, S&P and Fitch to the issuer rating and commercial paper rating of Con Edison, and the senior unsecured debt and commercial paper ratings of CECONY and O&R are as follows:

Moody's S&P Fitch

Con Edison