ED US Equity☆

Item 1A: Risk Factors

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

The Companies’ businesses are influenced by many factors that are difficult to predict, that may be beyond their control and that involve uncertainties that may materially affect actual operating results, cash flows and financial condition.

The Companies have established an enterprise risk management program to identify, assess, manage and monitor its major business risks based on established criteria for the severity of an event, the likelihood of its occurrence, and the programs in place to control the event or reduce its impact. The Companies’ major risks include:

Regulatory/Compliance Risks:

The Companies Are Extensively Regulated And May Be Subject To Substantial Penalties. The Companies’ operations require numerous permits, approvals and certificates from various federal, state and local governmental agencies. State utility regulators may seek to impose substantial penalties on the Utilities for violations of state utility laws, regulations or orders or limit the Utilities from recovering costs incurred above amounts set forth in their rate plans. See “Other Regulatory Matters” in Note B to the financial statements in Item 8. The Utilities are also subject to recurring, independent, third-party audits with respect to these regulations and standards. In February 2025, the NYSPSC issued an order directing the NYSDPS to conduct a state-wide audit on the design of utilities' non-executive incentive compensation programs. In addition, the Utilities' rate plans usually include negative revenue adjustments for failing to meet certain operating and customer satisfaction standards. The FERC has the authority to impose penalties on the Utilities and the projects that Con Edison Transmission invests in, which could be substantial, for violations of the Federal Power Act, the Natural Gas Act or related rules, including reliability and cybersecurity rules. Environmental agencies may seek penalties for failure to comply with laws, regulations or permits. The Companies may also be subject to penalties from other regulatory agencies. The Companies may be subject to new laws, regulations or other requirements or the revision or reinterpretation of such laws, regulations or requirements, which could adversely affect them. See “Utility Regulation," "Competition" and “Environmental Matters – Climate Change" and "Environmental Matters - Other Federal, State and Local Environmental Provisions” in Item 1, “Critical Accounting Estimates” in Item 7 and “Other Regulatory Matters” in Note B to the financial statements in Item 8.

The Utilities’ Rate Plans May Not Provide A Reasonable Return. The Utilities have rate plans approved by state utility regulators that limit the rates they can charge their customers. The rates are generally designed for, but do not guarantee, the recovery of the Utilities’ cost of providing service (including a return on equity). See “Utility Regulation – State Utility Regulation – Rate Plans” in Item 1 and “Rate Plans” in Note B to the financial statements in Item 8. Rates usually may not be changed during the specified terms of the rate plans other than to recover energy costs and limited other exceptions. The Utilities’ actual costs may exceed levels provided for such costs in the rate plans. State utility regulators can initiate proceedings to prohibit the Utilities from recovering from their customers the cost of service (including energy costs and storm restoration costs) that the regulators determine to have been imprudently incurred. The Utilities have from time to time entered into settlement agreements to resolve various prudence proceedings.

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The Companies May Be Adversely Affected By Changes To The Utilities’ Rate Plans. The Utilities’ rate plans typically require action by regulators at their expiration dates, which may include approval of new plans with different provisions. The need to recover from customers increasing commodity or other costs, taxes or state-mandated assessments or surcharges could adversely affect the Utilities’ opportunity to obtain new rate plans that provide a reasonable rate of return and continue important provisions of current rate plans, while maintaining affordability of services for the Utilities' customers. The Utilities’ current rate plans generally include reconciliation of write-offs of customer accounts receivable balances for specified periods to amounts reflected in rates, with recovery/refund from or to customers via surcharge/sur-credit. Although these regulatory mechanisms are currently in place, the Utilities’ ability to effectively manage their customer accounts receivable balances, and obtain recovery in rates for their respective carrying costs and any related write-offs could have a material impact on the Companies’ businesses. In addition, a continued slow recovery of accounts receivable balances has impacted and is expected to continue to impact the Companies’ liquidity. See “Aged Accounts Receivable Balances” in Item 7. The Utilities’ New York electric and gas rate plans also include revenue decoupling mechanisms, CECONY’s steam rate plan includes a weather normalization adjustment and the Utilities' New York electric, gas and steam rate plans include provisions for the recovery of energy costs and reconciliation of the actual amount of pension and other postretirement, environmental and certain other costs to amounts reflected in rates. Also, accounting credits for pension and other postretirement benefit plans could lead to a reduction in cash received from the Utilities’ revenue requirement. See “Rate Plans” in Note B to the financial statements in Item 8.

Operations Risks:

The Failure Of, Or Damage To, The Companies’ Facilities Could Adversely Affect The Companies. The Utilities provide electricity, gas and steam services using energy facilities, many of which are located either in, or close to, densely populated public places. See the description of the Utilities’ facilities in Item 1. A failure of, or damage to, these facilities, or an error in the operation or maintenance of these facilities, could result in bodily injury or death, property damage, the release of hazardous substances or extended service interruptions. Natural disasters or impacts of climate change, such as sea level rise, coastal storm surge, inland flooding from intense rainfall, hurricane-strength winds and extreme heat or cold could impact or damage facilities or result in large-scale outages and the Utilities may experience more severe consequences by continuing or resuming operations during and after such events. The Utilities’ response to such events may be perceived to be below customer expectations. The Utilities' successful implementation of their maintenance programs reduces, but does not fully protect against, damage to their facilities for which they will be held responsible and which may hinder their restoration efforts. The Utilities could be required to pay substantial amounts that may not be covered by the Utilities’ insurance policies to repair or replace their facilities, compensate others for injury or death or other damage and settle any proceedings initiated by state utility regulators or other regulatory agencies. The occurrence of such events could also adversely affect the cost and availability of insurance. Changes to laws, regulations or judicial doctrines could further expand the Utilities’ liability for service interruptions. See “Utility Regulation – State Utility Regulation” and "Environmental Matters – Climate Change" in Item 1.

A Cyber Attack Could Adversely Affect The Companies. The Companies and other operators of critical energy infrastructure and energy market participants face a heightened risk of cyber attack and the Companies’ businesses require the continued operation of information systems and network infrastructure. See Item 1 for a description of the businesses of the Utilities and Con Edison Transmission. Cyber attacks may include hacking, viruses, malware, denial of service attacks, ransomware, exploited vulnerabilities or other security incidents, including loss of data and communications and business disruption. Cyber threats in general, and in particular, to critical infrastructure, are increasing in sophistication, magnitude and frequency and the techniques used in cyber attacks change rapidly, including from emerging technologies, such as artificial intelligence (AI), and from nation-state and state-sponsored adversaries as well as criminal actors. Such adversaries have attacked and threatened to attack energy infrastructure and deploy significant resources and employ sophisticated methods to plan and carry out attacks. Risk of these attacks may escalate during periods of heightened geopolitical tensions. Interconnectivity with customers, independent system operators, energy traders and other energy market participants, suppliers, contractors and others also exposes the Companies’ information and operational systems and network infrastructure to an increased risk of cyber incidents, including attacks. Such interconnectivity increases the risk that a cyber incident or attack on the Companies could affect others and that a cyber incident or attack on others could affect the Companies. In the event of a significant cyber incident or attack, the Companies could have their operations and the operations of their customers and others materially disrupted. The Companies could also have their financial and other information systems and network infrastructure impaired or damaged; customer and employee information stolen; experience substantial loss of revenues; incur substantial response costs and other financial losses; be subject to increased regulation, litigation and penalties; and damage to their reputation. The Companies have experienced cyber incidents and attacks in the past (such as threat actors exploiting a vulnerability in the Companies’ information technology system, malicious attempts to disrupt traffic to their websites and attacks against third-party vendors used by the Companies) and expect to experience them in the future. Although none of these incidents has had a material impact on the Companies, the scope and impact of any future incident cannot be predicted. In the event of a significant cybersecurity incident or attack, the Companies’ business strategy, results of operations or financial condition could be materially affected.

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AI is an emerging area of technology that has the potential to impact various aspects of the Companies’ business operations and customer interactions. Generative AI technologies are still in their early stages of development and deployment. Ineffective or inadequate AI development or deployment practices by the Companies or third-party vendors could result in unintended consequences. While the Companies seek contractual protections with third-party vendors regarding the use of AI technology, the Companies may not have full awareness of, or control or visibility over, the quality, performance, security or compliance of the products and services that incorporate AI-related technology used by such vendors. AI algorithms that the Companies or their third-party vendors use may be flawed or may be based on datasets that are biased or insufficient. These limitations or failures, or inaccurate results generated as a result of the Companies’ employees’, contractors’ or vendors’ use or misuse of AI technologies could lead to operational interruptions or otherwise adversely affect the Companies’ businesses, reputation or financial results. Developing, testing, and deploying resource-intensive AI systems may require additional investment and increase the Companies’ costs. In addition, the rapidly evolving nature of AI technologies may cause new laws and regulations to be enacted which could dramatically affect business practices, including the costs to comply with such new laws and regulations. The future development of AI technologies and the nature of any related new laws and regulations, and their costs and consequences, cannot be reasonably predicted at this time.

The Failure of Processes and Systems, the Failure to Retain and Attract Employees and Contractors, and Their Negative Performance Could Adversely Affect The Companies. The Companies have developed business processes and use information and communication systems and enterprise platforms for operations, customer service, legal compliance, personnel, accounting, planning and other matters. Many services, including certain information technology services and certain work on the Utilities’ electric and gas systems and CECONY’s steam system, are provided to the Companies by third-party contractors. The failure of the Companies’ or its contractors' business processes or information and communication systems or the failure by the Companies’ employees or contractors to follow procedures, their unsafe actions, errors or intentional misconduct, cyber incidents or attacks, or work stoppages could adversely affect the Companies’ operations and liquidity and could result in substantial liability, higher costs, increased regulatory requirements and substantial penalties. The violation of laws or regulations by employees or contractors for personal gain may result from contract and procurement fraud, extortion, bribe acceptance, fraudulent related-party transactions and serious breaches of corporate policy or standards of business conduct. Competition for employee and contractor talent may result in operating challenges and increased costs to attract and retain talent. If the Companies are unable to successfully attract and retain an appropriately qualified workforce, their results of operations, financial position and cash flows could be negatively affected. See “Human Capital” in Item 1.

Environmental Risks:

The Companies Are Exposed To Risks From The Environmental Consequences Of Their Operations, Including Increased Costs Related To Climate Change. The Companies are exposed to risks relating to climate change and related matters. In 2023, CECONY and O&R each completed a climate change vulnerability study that evaluated their respective future climate change adaptation strategies and each developed a climate change resilience plan to address projected physical climate risks and outline proposed resilience investments. See “Environmental Matters – Climate Change” in Item 1. CECONY may also be impacted by environmental regulations regarding emissions reductions such as New York’s CLCPA and New York City’s Climate Mobilization Act and compliance with such regulations is expected to require significant capital expenditures. In addition, the Companies are unable to predict changes in regulations, regulatory guidance, legal interpretations, policy positions and implementation actions (including executive orders, memoranda and proclamations from the federal administration) relating to climate change that may result from the change in presidential administrations. The Utilities are also responsible for hazardous substances, such as oil, asbestos, PCBs and coal tar, that have been used or produced in the course of the Utilities’ operations and are present on properties or in facilities and equipment currently or previously owned by them. The Companies could be adversely affected if a causal relationship between electric and magnetic fields and adverse health effects were to be established. The Companies may also be adversely affected by developments to legal or public policy doctrines regarding cable that contains lead. See “Environmental Matters” in Item 1 and Note G to the financial statements in Item 8.

Financial and Market Risks:

Con Edison’s Ability To Pay Dividends Or Interest Depends On Dividends From Its Subsidiaries. Con Edison’s ability to pay dividends on its common shares or interest on its external borrowings depends primarily on the dividends and other distributions it receives from its subsidiaries. The dividends that the Utilities may pay to Con Edison are limited by the NYSPSC to not more than 100 percent of their respective income available for dividends calculated on a two-year rolling average basis, with certain exceptions. See “Dividends” in Note C and Note U to the financial statements in Item 8.

Changes To Tax Laws Could Adversely Affect the Companies. Changes to tax laws, regulations or interpretations thereof could have a material adverse impact on the Companies. Depending on the extent of these

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changes, the changes could also adversely impact the Companies’ credit ratings and liquidity. See “Capital Requirements and Resources – Capital Resources” in Item 1, “Liquidity and Capital Resources – Cash Flows from Operating Activities” in Item 7, "Rate Plans" and "Other Regulatory Matters" in Note B and Note L to the financial statements in Item 8.

The Companies Require Access To Capital Markets To Satisfy Funding Requirements. The Utilities estimate that their capital expenditures will exceed $37,100 million over the next five years. The Utilities use internally-generated funds, equity contributions from Con Edison, if any, and external borrowings to fund capital expenditures. Con Edison expects to finance its capital requirements primarily through internally generated funds, the sale of its common shares or external borrowings. Changes in financial market conditions or in the Companies’ credit ratings could adversely affect their ability to raise new capital and the cost thereof. See “Capital Requirements and Resources” in Item 1.

A Disruption In The Wholesale Energy Markets, Increased Commodity Costs Or Failure By An Energy Supplier or Customer Could Adversely Affect The Companies. Almost all the electricity and gas the Utilities sell to their full-service customers is purchased through the wholesale energy markets or pursuant to contracts with energy suppliers. See the description of the Utilities’ energy supply in Item 1. A disruption in the wholesale energy markets or a failure on the part of the Utilities’ energy suppliers or operators of energy delivery systems that connect to the Utilities’ energy facilities could adversely affect their ability to meet their customers’ energy needs and adversely affect the Companies. The Utilities' ability to gain access to additional energy supplies, if needed, depends on effective markets and siting approvals for developer projects, which the Utilities do not control. Extreme cold weather has negatively impacted, and may in the future negatively impact, energy infrastructure in the northeastern United States, including the interstate natural gas system. During such extreme cold weather, the Utilities could face supply interruptions or operating issues (e.g., compressor failures, low pressures) on the interstate natural gas pipelines that they rely upon to deliver gas to their customers. Such disruptions to the interstate natural gas system could, in turn, result in unprecedented large-scale gas outages within the Utilities’ service territories. In the event of a large-scale outage, the Utilities could be required to pay substantial amounts to restore service, compensate others for injury or death or other damages and settle any proceedings initiated by regulatory agencies. Although the Utilities’ rate plans provide for recovery of purchased power costs, increases in electric and gas commodity prices may contribute to a slower recovery of cash from outstanding customer accounts receivable balances. See "Aged Accounts Receivable Balances" and “Financial and Commodity Market Risks – Commodity Price Risk” in Item 7.

Other Risks:

The Companies Face Risks Related To Health Epidemics And Other Outbreaks. Pandemic illness could disrupt the Utilities' employees and contractors from providing essential utility services and adversely impact the Companies' liquidity, financial condition and results of operations. See “Aged Accounts Receivable Balances” in Item 7.

The Companies’ Strategies May Not Be Effective To Address Changes In The External Business Environment. The failure to identify, plan and execute strategies to address changes in the external business environment could have a material adverse impact on the Companies. Con Edison seeks to provide shareholder value through continued dividend growth, supported by earnings growth in regulated utilities and electric transmission projects. Changes to the competitive landscape, public policy, laws or regulations (or interpretations thereof), customer behavior or technology could significantly impact the value of the Utilities’ energy delivery facilities and Con Edison Transmission's investment in electric transmission projects. Such changes could also affect the Companies’ opportunities to make additional investments in such assets and the potential return on the investments. The Utilities' gas delivery customers and CECONY's steam delivery customers have alternatives, such as electricity and oil. Distributed energy resources, and demand reduction and energy efficiency investments, provide ways for the energy consumers within the Utilities’ service areas to manage their energy usage. The Companies expect distributed energy resources and electric alternatives to gas and steam to increase, and for gas and steam usage to decrease, as the CLCPA and the Climate Mobilization Act continue to be implemented. See "Con Edison Transmission," "Environmental Matters - Clean Energy Future" and "Environmental Matters - Climate Change," “Competition” and "CECONY - Gas Peak Demand" in Item 1.

The Companies Face Risks Related To Supply Chain Disruptions, Inflation and the Imposition of Tariffs (or Subsequent Changes to the Tariffs once Announced or Implemented). The Companies have been impacted, and expect to continue to be impacted by, global and U.S. supply chain disruptions and shortages of materials, equipment, labor and other resources that are critical to the Companies’ business operations, primarily the Utilities’ electric transmission and distribution operations. Such disruptions and shortages have resulted in increased prices and lead times for critical orders of materials and equipment needed by the Companies in their operations, such as certain raw materials, microprocessors, semiconductors, microchips, vehicles and transformers. Long lead times for replacement parts could restrict the availability and delay the construction, maintenance or repair of items that are

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needed to support the Utilities' normal operations and may result in prolonged customer outages, which could in turn lead to unrecovered costs for such service interruptions. Demand for electric equipment is increasing due to the anticipated demand growth, in part driven by data centers, efforts to meet clean energy goals and in order to prepare for more frequent extreme weather events at a time when manufacturing capacity and supply are decreasing. Geopolitical conflicts have also caused supply chain disruptions and shortages. Prices of materials, equipment, transportation and other resources have increased as a result of these supply chain disruptions and shortages and may continue to increase as a result of inflation and the imposition of tariffs (or subsequent changes to the tariffs once announced or implemented). Increases in inflation and the imposition of tariffs may raise the Companies’ costs in excess of the costs reflected in the Utilities’ rate plans and could also increase the amount of capital that needs to be raised by the Companies.

The Companies Also Face Other Risks That Are Beyond Their Control. The Companies’ results of operations can be affected by circumstances or events that are beyond their control. Weather and energy efficiency efforts directly influence the demand for electricity, gas and steam service, and can affect the price of energy commodities. Terrorist or other physical attacks or acts of war could damage the Companies' facilities. Economic conditions can affect customers’ demand and ability to pay for service, which could adversely affect the Companies. See "Energy Affordability" in Item 7.

Item 1B: Unresolved Staff Comments

Con Edison

Con Edison has no unresolved comments from the SEC staff.

CECONY

CECONY has no unresolved comments from the SEC staff.

Item 1C: Cybersecurity

Cybersecurity Risk Management

The Companies have identified cybersecurity as a key enterprise risk. As operators of critical energy infrastructure, the Companies require the continuous operation and availability of information systems and network infrastructure while protecting confidentiality and integrity of the data. Cybersecurity threats are assessed, identified and managed through the Companies' Cybersecurity Program, which is an integral part of the Companies’ corporate-wide Enterprise Risk Management (ERM) program. The ERM program establishes processes to identify emerging issues; monitor, assess and mitigate known risks; align risk exposure to organizational priorities; and inform business decisions and resource allocation. The Cybersecurity program is aligned with, and audited against, the National Institute of Standards and Technology (NIST) Cybersecurity Framework (CSF) and the International Organization for Standardization (ISO) 27001/27002.

In accordance with the Companies’ ERM program, management has established a multidisciplinary cybersecurity team including personnel from the technology, operations, legal, compliance, and risk management departments that identifies, assesses and remediates cybersecurity risks.

The Companies employ several processes to manage their cybersecurity risks, including, but not limited to, the following:

•Incident Detection and Prevention: The Companies deploy safeguards designed to protect their operational and information systems, the personal information of their customers and employees and other critical information from cybersecurity threats. These safeguards include, among other things, intrusion prevention and detection systems, anti-malware functionality and ongoing vulnerability assessments, and a dedicated 24/7/365 Cybersecurity Operations Center that monitors the Companies’ assets and networks.

•Review and Assessment: The Companies assess the severity, likelihood and controllability of cybersecurity threats and consider risk outlook, recent external and internal cybersecurity events and audit findings to assess their overall cybersecurity risk management process. The Companies then use the findings from these assessments to inform cybersecurity risk mitigation activities, including long-term strategic and short-term tactical efforts, and capital allocation decisions.

•Independent Advisors; Regulatory Audits: The Companies engage consultants to assess, identify and manage material risks from cybersecurity threats on a regular basis. The consultants are engaged to, among other things, assess the process by which cybersecurity threats are identified; provide incident response and forensic services; review and analyze cybersecurity controls and infrastructure; provide threat emulation services, perform external penetration testing periodically; and assess the maturity of the Companies’ Cybersecurity Program against the NIST CSF and assess alignment with ISO 27001/27002. Specific portions of the Companies’ cybersecurity policies, processes, and standards are audited by the

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FERC, North American Electric Reliability Corporation, TSA, Cybersecurity and Infrastructure Security Agency, NYSPSC, and United States Coast Guard on a regular basis, with at least one regulatory agency conducting an audit periodically.

•Third-Party Risk Assessments: The Companies’ vendors and suppliers participate in a third-party risk assessment to periodically validate such party’s profile across multiple risk domains. A cybersecurity risk assessment is performed by the Companies’ Information Technology department to assess the controls of high-risk third parties that, among other things, possess the Companies’ sensitive information and the personal information of their customers and employees. In addition, the Companies typically impose contractual obligations on their vendors and suppliers related to privacy, confidentiality, and data security based on their access to the Companies’ data, operational and information technology systems and sensitive information and the personal information of their customers and employees. The Companies also maintain insurance for cybersecurity incidents, with scope and limits evaluated annually.

•Disclosure Controls and Procedures: Management has developed protocols and procedures to share information regarding cybersecurity incidents with the Chief Information Security Officer, Chief Privacy Officer, the Companies’ Disclosure Committee and the Law Department to enable assessments related to disclosure and reporting obligations in compliance with federal and state cybersecurity and data privacy regulations.

•Incident Response: The Companies have established and maintain incident response plans aligned with NIST Special Publication 800-61r3 that set forth procedures for their response to cybersecurity incidents and data breaches and test and evaluate such plans on an ongoing basis.

•Training and Compliance: The Companies train employees regularly on potential cybersecurity threats; monitor network and computing systems; collaborate with government and industry partners on threat mitigation; collaborate with local, state and federal agencies and utility industry colleagues to identify and employ tools that seek to protect the Companies’ operational and information systems and the personal information of their customers and employees from cybersecurity threats; and regularly conduct and participate in exercises to test and further develop prevention and responses to potential cyber and physical threats, both internally and through sector-level and cross-sector exercises led by industry or the U.S. government.

The Companies have experienced cybersecurity incidents and attacks in the past and expect to experience them in the future. The Companies have not experienced any cybersecurity incidents in the last three years that have materially affected the business strategy, results of operations, or financial condition of the Companies. Although the Companies have established processes to assess, identify and manage cybersecurity risks, such processes do not provide absolute assurance against a cybersecurity attack that could materially impact the Companies. In the event of a significant cybersecurity incident or attack, the Companies’ business strategy, results of operations or financial condition could be materially affected. Such an incident could materially disrupt the Companies’ or their customers’ operations, cause damage to the Companies’ properties, financial and other information systems and network infrastructure and could result in the theft of the Companies’, their employees’ or customers’ information. See “A Cyber Attack Could Adversely Affect the Companies” in Item 1A.

Role of Management in Cybersecurity Risk Management

The Companies have implemented a “defense-in-depth” approach to governing, preventing, detecting, identifying, mitigating, responding to, and recovering from, cybersecurity threats and incidents, by establishing a cross-functional cybersecurity team that manages the Companies’ cybersecurity risk. The cybersecurity team is led by the Vice President and Chief Information Security Officer, a technology leader with over 15 years of experience in information technology and cybersecurity. The cybersecurity team reports to a multidisciplinary team of executives and senior officers including personnel from the technology and operations departments who are responsible for the review and approval of changes in cybersecurity risk assessment and have oversight of risk mitigation and monitoring strategies. The executive and senior officer team is led by the Senior Vice President and Chief Information Officer, a senior global technology and operations leader with over 30 years of experience in the technology field and who is responsible for the Companies’ information technology and corporate security departments.

The cybersecurity team’s processes to protect the personal information of the Companies’ customers and employees are supported by a privacy compliance team. The privacy compliance team is led by the Chief Privacy Officer, a professional with over 18 years of experience in data privacy risk and compliance and who is a Certified Information Privacy Professional and a Certified Information Privacy Manager and is designated as a Fellow in Privacy. The Chief Privacy Officer reports to the Vice President and Chief Ethics and Compliance Officer, an attorney and executive who has over 25 years of experience in the legal, ethics, and compliance fields and is responsible for the company’s ethics and compliance program and department, including data privacy compliance.

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The Chief Ethics and Compliance Officer reports to the Senior Vice President and General Counsel, the Companies’ lead attorney and a senior executive with over 20 years of risk management, corporate governance and team leadership experience.

Role of Board of Directors and Board of Trustees in Cybersecurity Risk Management

Con Edison’s Board of Directors and CECONY’s Board of Trustees (collectively, the Board) and their respective Audit Committees oversee the management of risks from cybersecurity threats, including the policies, processes and practices that management implements to address risks from cybersecurity threats. There is a process in place for the Board and the Audit Committee to receive quarterly updates and information from the Senior Vice President and Chief Information Officer and the Vice President and Chief Information Security Officer, regarding significant and potentially significant cybersecurity incidents and a range of cybersecurity metrics. The Board receives an annual presentation and report on cybersecurity risks from the Senior Vice President and Chief Information Officer and the Vice President and Chief Information Security Officer that addresses various topics, such as recent developments, vulnerability assessments and third-party and independent reviews. The Audit Committee also meets annually with the Senior Vice President and Chief Information Officer in executive session, without management present.

At each regular Board meeting, the Board receives a cybersecurity risk update and reviews a cybersecurity dashboard prepared by the Senior Vice President and Chief Information Officer that includes updates on a range of cybersecurity metrics and topics and, on a quarterly basis, the Board receives in-depth presentations on cybersecurity topics. The Audit Committee oversees the ERM program and reviews more in-depth cybersecurity matters and risks on a semi-annual basis.

Item 2: Properties

Con Edison

Con Edison has no significant properties other than those of the Utilities.

For information about the capitalized cost of the Companies’ utility plant, net of accumulated depreciation, see “Plant and Depreciation” in Note A to the financial statements in Item 8 (which information is incorporated herein by reference).

CECONY

For a discussion of CECONY’s electric, gas and steam facilities, see “CECONY – Electric Operations – Electric Facilities,” “CECONY – Gas Operations – Gas Facilities” and “CECONY – Steam Operations – Steam Facilities” in Item 1 (which information is incorporated herein by reference).

O&R

For a discussion of O&R’s electric and gas facilities, see “O&R – Electric Operations – Electric Facilities” and “O&R – Gas Operations – Gas Facilities” in Item 1 (which information is incorporated herein by reference).

Con Edison Transmission

Con Edison Transmission has no properties. Con Edison Transmission has ownership interests in electric and gas transmission companies. For information about these companies, see "Con Edison Transmission" in Item 1 (which information is incorporated herein by reference).

Item 3: Legal Proceedings

For information about certain legal proceedings affecting the Companies, see “Other Regulatory Matters” in Note B and “Superfund Sites” and “Asbestos Proceedings” in Note G and "Manhattan Explosion and Fire" in Note H to the financial statements in Item 8 and “Environmental Matters – CECONY” and “Environmental Matters – O&R” in Item 1 of this report, which information is incorporated herein by reference.

Item 4: Mine Safety Disclosures

Not applicable.

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Information about our Executive Officers

The following table sets forth certain information about the executive officers of Con Edison as of February 19, 2026. The term of office of each officer, is until the next election of directors (trustees) of their company and until his or her successor is chosen and qualifies. Officers are subject to removal at any time by the board of directors (trustees) of their company.

Name Age Offices and Positions During Past Five Years

Matthew Ketschke 54 1/21 to present – President of CECONY

11/17 to 12/20 – Senior Vice President – Customer Energy Solutions

Robert Sanchez 60 4/24 to present – President, Shared Services of CECONY

12/17 to 4/24 – President and Chief Executive Officer of O&R

7/22 to 9/22 – Senior Vice President of CECONY

1/21 to 7/22 - Vice President, Head of Government Relations - Lyft

9/19 to 1/21 - Senior Director, Public Policy - Lyft

1/21 to present – Chief Financial Officer and Controller of O&R

8/06 to 12/20 – Assistant Controller of Corporate Accounting of CECONY

08/19 to 11/24 – Senior Vice President, Technology Strategy & Planning - Verizon

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Part II

Item 5: Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Con Edison

Con Edison’s common shares ($.10 par value), the only class of common equity of Con Edison, are traded on the New York Stock Exchange under the trading symbol "ED." As of January 31, 2026, there were 32,907 holders of record of Con Edison’s common shares. Con Edison paid quarterly dividends of 83 cents per Common Share in 2024 and quarterly dividends of 85 cents per common share in 2025. On January 27, 2026, Con Edison declared a quarterly dividend of 88.75 cents per common share that is payable on March 16, 2026. Con Edison expects to pay dividends to its shareholders primarily from dividends and other distributions it receives from its subsidiaries. The payment of future dividends is subject to approval and declaration by Con Edison’s Board of Directors and will depend on a variety of factors including business, financial and regulatory considerations. For additional information about the payment of dividends by the Utilities to Con Edison, and restrictions thereon, see “Dividends” in Note C to the financial statements in Item 8 (which information is incorporated herein by reference).

During 2025, the market price of Con Edison’s common shares increased by 11.31 percent (from $89.23 at year-end 2024 to $99.32 at year-end 2025). By comparison, the S&P 500 Index increased 16.39 percent and the S&P 500 Utilities Index increased 12.69 percent. The total return to Con Edison’s common shareholders during 2025, including both investment of dividends and the change in price, was 15.16 percent. By comparison, the total returns for the S&P 500 Index and the S&P 500 Utilities Index were 17.86 percent and 16.04 percent, respectively. For the five-year period 2021 through 2025 inclusive, Con Edison’s shareholders’ total return was 64.48 percent, compared with total returns for the S&P 500 Index and the S&P 500 Utilities Index of 95.98 percent and 59.06 percent, respectively.

Years Ended December 31,

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Based on $100 invested at December 31, 2020, reinvestment of all dividends in equivalent shares of stock and market price changes on all such shares.

CECONY

The outstanding shares of CECONY’s Common Stock ($2.50 par value) are the only class of common equity of CECONY. They are held by Con Edison and are not traded.

The dividends declared by CECONY in 2024 and 2025 are shown in its Consolidated Statement of Shareholder’s Equity included in Item 8 (which information is incorporated herein by reference). For additional information about the payment of dividends by CECONY, and restrictions thereon, see “Dividends” in Note C to the financial statements in Item 8 (which information is incorporated herein by reference).

Item 6: [Reserved]

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Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations

This combined management’s discussion and analysis of financial condition and results of operations (MD&A) relates to the consolidated financial statements included in this report of two separate registrants: Con Edison and CECONY, and should be read in conjunction with the financial statements and the notes thereto. As used in this report, the term the “Companies” refers to Con Edison and CECONY. CECONY is a subsidiary of Con Edison and, as such, information in this management’s discussion and analysis about CECONY applies to Con Edison.

This combined MD&A generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024. For discussions of 2023 items and year-to-year comparisons between 2024 and 2023, see “Item 7: Management's Discussion and Analysis of Financial Condition and Results of Operations,” in Con Edison’s and CECONY’s combined Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 20, 2025.

Information in any item of this report referred to in this discussion and analysis is incorporated by reference herein. The use of terms such as “see” or “refer to” shall be deemed to incorporate by reference into this discussion and analysis the information to which reference is made.

Corporate Overview

Con Edison’s principal business operations are those of the Utilities and Con Edison Transmission. CECONY is a regulated utility that provides electric service in New York City and New York's Westchester County, gas service in Manhattan, the Bronx, parts of Queens and parts of Westchester, and steam service in Manhattan. O&R is a regulated utility serving customers in a 1,300-square-mile-area in southeastern New York State and northern New Jersey. Con Edison Transmission, a regulated company primarily under the oversight of the Federal Energy Regulatory Commission (FERC), develops and invests in electric transmission projects and owns, through joint ventures, both electric and gas assets. Con Edison Transmission and CECONY are considering strategic alternatives with respect to their investments in Honeoye. See “Con Edison Transmission” in Item 1.

In addition to the risks and uncertainties described in Item 1A and the Companies’ material contingencies described in Notes B, G and H to the financial statements in Item 8, the Companies’ management considers the following events, trends, and uncertainties to be important to understanding the Companies’ current and future financial condition.

Aged Accounts Receivable Balances

At December 31, 2025, CECONY’s and O&R’s customer accounts receivables balances of $2,970 million and $120 million, respectively, included aged accounts receivables (balances outstanding in excess of 60 days) of $1,427 million and $27 million, respectively. At December 31, 2024, CECONY’s and O&R’s customer accounts receivables balances of $2,947 million and $113 million, respectively, included aged accounts receivables (balances outstanding in excess of 60 days) of $1,652 million and $32 million, respectively. In comparison, CECONY’s and O&R’s customer accounts receivable balances at February 28, 2020 were $1,322 million and $89 million, respectively, including aged accounts receivables (balances outstanding in excess of 60 days) of $408 million and $15 million, respectively. Prior to the start of the COVID-19 pandemic, the Utilities’ practice was to write off customer accounts receivables as uncollectible 90 days after the account is disconnected for non-payment or the account is closed during the collection process. In general, the Utilities suspended collection activities and service disconnections during the COVID-19 pandemic and have since resumed such activities.

CECONY’s rate plans for the three-year period January 2023 through December 2025 included reconciliation of late payment charges (from January 1, 2023 through December 31, 2025 for electric and gas and from January 1, 2020 through October 31, 2026 for steam) and write-offs of customer accounts receivable balances (from January 1, 2020 through December 31, 2025 for electric and gas and from January 1, 2020 through October 31, 2026 for steam) to amounts reflected in rates, with recovery/refund from or to customers via surcharge/surcredit. CECONY's surcharge recoveries for late payment charges and write-offs of accounts receivable balances will, collectively, be subject to separate annual caps for electric and gas that produce no more than a half percent (0.5 percent) total customer bill impact per commodity (estimated for electric to be $57.3 million, $60.3 million, $62.6 million for 2023, 2024 and 2025, respectively, and for gas to be $14.8 million, $15.9 million and $16.8 million for 2023, 2024 and 2025, respectively). CECONY's surcharge recoveries for late payment charges and write-offs of accounts receivables for steam will each be subject to an annual cap that produces no more than a half percent (0.5 percent) total customer bill impact (estimated to be $2.5 million, $3.0 million and $3.5 million for 2024, 2025 and 2026, respectively). Amounts in excess of the surcharge caps will be deferred as a regulatory asset for recovery in CECONY’s next base rate cases.

CON EDISON ANNUAL REPORT 2025 53

CECONY’s electric and gas rate plans for the three-year period January 2026 through December 2028 includes reconciliation of uncollectible expenses and late payment charges during the rate plan pursuant to which CECONY will calculate the annual difference between (i) its actual uncollectible expenses and late payment charges and (ii) the levels of uncollectible expenses and late payment charges provided in rates. In the event the actual net expenses (uncollectible expenses plus late payment charges) are below the amounts in rates, CECONY will defer the full variance as a regulatory liability and refund to customers via surcredit. In the event the actual net expenses are above the amounts in rates, CECONY will defer the full annual variance above $10 million ($8.5 million for electric and $1.5 million for gas) in 2026; above $15 million ($12.75 million for electric and $2.25 million for gas) in 2027, and above $20 million ($17.0 million for electric and $3.0 million for gas) in 2028; as a regulatory asset for recovery via surcharge. Annual surcharge recovery is subject to a cap that produces no more than a 0.5 percent total customer bill impact per commodity. Amounts in excess of the surcharge caps will be deferred for future recovery.

O&R’s rate plan for the three-year period January 2025 through December 2027 includes reconciliation of uncollectible expenses and late payment charges that are subject to a combined annual threshold of $0.9 million and $0.5 million for electric and gas, respectively. Once the threshold is met, O&R will defer the variance between actual uncollectible expenses and late payment charges, and the level set forth in rates that is above the threshold. Recovery/refunds will be made via surcharge/surcredit. Surcharge recovery is subject to an annual cap that produces no more than a 0.5 percent total customer bill impact per commodity. Amounts in excess of the surcharge caps will be deferred as a regulatory asset for recovery in O&R’s next base rate cases.

Although these regulatory mechanisms are currently in place, the Utilities’ ability to effectively manage their customer accounts receivable balances and obtain recovery in rates for their respective carrying costs and any related write-offs could have a material impact on the Companies’ businesses. In addition, a continued slow recovery of accounts receivable balances has impacted and is expected to continue to impact the Companies’ liquidity. See “Liquidity and Capital Resources,” below, and Note B and Note N to the financial statements in Item 8.

The Utilities, in an effort to reduce aged accounts receivables balances, continue to execute on their integrated collections strategy, which includes, among other things, implementation of flexible payment arrangement options, enhanced targeted digital and mail communications to customers regarding collections and an increased presence of field collectors to support in-person account resolution. The Utilities have also strengthened their credit and collection efforts to better manage incoming inquiries and have instituted additional measures to manage outbound collection calls.

Energy Affordability

There has been heightened legislative activity and public policy discussions regarding energy affordability. Substantial investments are needed to support an increasingly decarbonized electric grid that the Utilities, regulators and stakeholders must balance with the need for affordable rates. While the Companies continue to monitor energy affordability concerns, they are unable to predict additional legislative, executive, or regulatory measures that may result from energy affordability concerns. See “Energy Affordability Programs” in Item 1.

Clean Energy Goals

The success of the Companies’ efforts to meet clean energy policy goals and the impact of energy consumers' efforts to meet such goals on CECONY’s electric, gas and steam businesses and O&R’s electric and gas businesses may impact the Companies’ future financial condition. The Utilities expect electric usage to increase and gas and steam usage to decrease in their service territories as laws and policies are enacted and implemented that aim to reduce the carbon intensity of the energy that is consumed in their respective jurisdictions. The Utilities’ and their regulators’ efforts to maintain electric reliability in their service territories as electric usage increases may also impact the Companies’ future financial condition. The long-term future of the Utilities’ gas businesses depends upon the role that natural gas or other gaseous fuels will play in facilitating New York State’s and New York City’s climate goals. In addition, the impact and costs from climate change impacts on the Utilities’ systems and the success of the Utilities’ efforts to maintain system reliability and manage service interruptions resulting from severe weather may impact the Companies’ future financial condition, results of operations and liquidity. See “Federal Regulation,” "Environmental Matters - Clean Energy Future" and "Environmental Matters - Climate Change" in Item 1.

Con Edison Transmission

54 CON EDISON ANNUAL REPORT 2025

Con Edison Transmission, through its New York Transco partnership and jointly with the New York Power Authority (NYPA), is developing the Propel NY Energy transmission project, 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. See the table under "Con Edison Transmission," below. Con Edison Transmission also participates in competitive solicitations to develop additional electric projects. The success of Con Edison Transmission’s efforts in these competitive solicitations and to grow its electric transmission portfolio may impact Con Edison’s future capital requirements

In January 2026, Con Edison Transmission completed the sale of approximately 40 percent of its approximately 6.6 percent interest in 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. Both Con Edison Transmission and CECONY are considering strategic alternatives with respect to their investments in Honeoye. See "Con Edison Transmission" in Item 1.

Certain financial data of Con Edison’s businesses are presented below:

Con Edison Transmission 4 — % 14 1 % 488 1 %

Other (a) (2) — % (5) — % 379 1 %

(a)Other includes the parent company, Con Edison’s tax equity interests, consolidation adjustments and Broken Bow II, the deferred project that was classified as held for sale at December 31, 2024, with the sale and transfer completed in January 2025. See Note W and Note X to the financial statements in Item 8.

One Big Beautiful Bill Act

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was signed into law, containing a broad range of tax reform provisions, including extending and modifying certain key provisions of the federal Tax Cuts and Jobs Act of 2017, as enacted on December 22, 2017 (TCJA) and expanding certain incentives under the federal Inflation Reduction Act, as enacted on August 16, 2022 (IRA) while accelerating the phase-out of solar and wind credits. The Companies have assessed the potential impacts of the OBBBA and any such assessments may be impacted by future guidance to be issued by the Department of Treasury. However, based on management’s assessment, the provisions in the OBBBA are not expected to have a material impact on the Companies’ financial position, results of operations or liquidity.

Inflation Reduction Act

On August 16, 2022, the Inflation Reduction Act (IRA) was signed into law and implemented a new corporate alternative minimum tax (CAMT) that imposes a 15 percent tax on modified GAAP net income. Pursuant to the IRA, corporations are entitled to a tax credit (minimum tax credit) to the extent the CAMT liability exceeds the regular tax liability. This amount can be carried forward indefinitely and used in future years when regular tax liability exceeds the CAMT liability.

Beginning in 2024, based on the existing statute, the Companies are subject to and report the CAMT in their Consolidated Income Statements, Consolidated Statements of Cash Flows and the Consolidated Balance Sheets. At December 31, 2025, Con Edison has a CAMT credit carryforward of $205 million ($213 million of which is for CECONY). For the year ended December 31, 2025, the Companies accrued a CAMT liability of $88 million ($109 million of which is for CECONY) before the application of general business credits, with an offsetting deferred tax asset representing the minimum tax credit carryforward. The deferred tax asset related to the minimum tax credit carryforward will be realized to the extent the Companies’ consolidated deferred tax liabilities exceed the minimum tax credit carryforward. The Companies’ deferred tax liabilities are expected to exceed the minimum tax credit carryforward for the foreseeable future and thus no valuation allowance is required. The Companies are continuing to assess the impacts of the IRA on their financial statements and will update estimates based on future guidance to be issued by the Department of the Treasury.

On February 18, 2026, the IRS and the Department of Treasury issued Notice 2026-7, that provides additional interim guidance regarding the application of the CAMT and allows the Companies to deduct certain repair expenditures as a reduction to the Companies’ modified GAAP net income. This interim guidance is retroactive to the beginning of the IRA provisions in calculating the Companies’ CAMT liability.

CON EDISON ANNUAL REPORT 2025 55

As a result of implementing these new guidelines, the Companies will file a quick refund claim by April 15, 2026 for the 2025 tax year and amend their federal tax return for the 2024 tax year. Con Edison expects to claim tax refunds from the IRS of approximately $45 million ($161 million for CECONY) and would reduce its CAMT credit carryover by approximately $181 million ($161 million for CECONY) and increase Con Edison’s general business credits carryforward by approximately $136 million. This guidance will significantly reduce the Companies’ CAMT liability going forward.

New York Legislation

In May 2025, New York adopted the 2025-2026 budget bill into law that included increases in payroll tax rates from 0.6 percent to 0.895 percent for CECONY and from 0.34 percent to 0.635 percent for O&R, effective July 1, 2025.

In April 2021, New York passed a law that increased the corporate franchise tax rate on business income from 6.5 percent to 7.25 percent, retroactive to January 1, 2021, for taxpayers with taxable income greater than $5 million. The law also reinstated the business capital tax at 0.1875 percent, not to exceed a maximum tax liability of $5 million per taxpayer. New York requires a corporate franchise taxpayer to calculate and pay the highest amount of tax under the three alternative methods: a tax on business income; a tax on business capital; or a fixed dollar minimum. The provisions to increase the corporate franchise tax rate and reinstate a capital tax were scheduled to expire after 2023. In May 2023, New York passed a law that extended the increase in the corporate franchise tax rate from 6.5 percent to 7.25 percent for an additional three years, through tax year 2026 and extended the business capital tax through tax year 2026. New York also passed a law establishing a permanent rate of 30 percent for the metropolitan transportation business tax surcharge. Con Edison was not subject to the higher tax rate of 7.25 percent in 2025 and does not expect to be subject to the higher tax rate in 2026.

56 CON EDISON ANNUAL REPORT 2025

Results of Operations

Net income for common stock and earnings per share for the years ended December 31, 2025 and 2024 were as follows:

(a)Net income for common stock and earnings per share for the year ended December 31, 2025 includes $9 million or $0.03 a share (after-tax) for accretion of the basis difference of Con Edison's equity investment in MVP. Net Income for common stock and earnings per share for the year ended December 31, 2025 also include $(10) million or $(0.03) a share (after-tax) for the impairment loss related to Con Edison’s investment in Honeoye. Net Income for common stock and earnings per share for the year ended December 31, 2025 also include $(7) million or $(0.02) a share (net of federal income taxes) for the remeasurement of deferred state income taxes related to the previously recorded impairment of MVP. Net Income for common stock and earnings per share for the year ended December 31, 2025 also includes $(12) million or $(0.03) a share (after-tax) for transaction costs associated with strategic alternatives review of Con Edison's equity investments in MVP and Honeoye. See “Investment in MVP” in Note A to the financial statements in Item 8.

Net income for common stock and earnings per share for the year ended December 31, 2024 includes $5 million or $0.01 a share (after-tax) for accretion of the basis difference of Con Edison's equity investment in MVP. See “Investment in MVP” in Note A to the financial statements in Item 8.

(b) Other includes the parent company, Con Edison’s tax equity interests, consolidation adjustments and Broken Bow II, the deferred project that was classified as held for sale at December 31, 2024, with the sale and transfer completed in January 2025. Net Income for common stock and earnings per share for the year ended December 31, 2025 also includes $3 million or $0.01 a share (after-tax) for the gain on the sale of an interest in a solar electric production project. Net income for common stock for the year ended December 31, 2025 also includes $1 million (after-tax) for an adjustment related to the sale of all of the stock of the Clean Energy Businesses and $1 million (after-tax) on the effects of HLBV accounting for tax equity interests in certain renewable electric projects. See Note X to the financial statements in Item 8.

Net income for common stock and earnings per share for the year ended December 31, 2024 includes $(46) million (after-tax) or $(0.13) a share (after-tax) for adjustments related to the sale of all of the stock of the Clean Energy Businesses. Net income for common stock and earnings per share for the year ended December 31, 2024 also includes $(3) million (after-tax) or $(0.01) a share (after-tax) of income tax impact on the effects of HLBV accounting for tax equity interests in certain renewable electric projects. Impact of the sale of the Clean Energy Businesses on the changes in state unitary tax apportionments (net of federal taxes) for the year ended December 31, 2024 is $(3 million) or $(0.01) per share. See Note X to the financial statements in Item 8.

(c) Earnings per share on a diluted basis were $5.64 a share and $5.24 a share in 2025 and 2024, respectively. See "Earnings Per Common Share" in Note A to the financial statements in Item 8.

The following table presents the estimated effect of major factors on earnings per share and net income for common stock for the year ended December 31, 2025 as compared with 2024.

CON EDISON ANNUAL REPORT 2025 57

Variation for the Year Ended December 31, 2025 vs. 2024

CECONY (a)

Higher electric rate base $97 $0.28

Higher income from allowance for funds used during construction 31 0.09

Higher gas rate base 20 0.06

Lower other corporate expenses 3 0.01

Dilutive effect of issuance of common shares — (0.18)

Higher interest expense (38) (0.11)

O&R (a)

Gas base rate increase 10 0.03

Higher interest expense on long-term debt (6) (0.02)

Total O&R 4 —

Con Edison Transmission

Impairment loss related to investment in Honeoye (10) (0.03)

Income tax adjustment in 2024 due to AFUDC from MVP (5) (0.02)

Total Con Edison Transmission (31) (0.09)

Other, including parent company expenses (b)

Lower accrued commitment to Consolidated Edison Foundation, Inc. 9 0.03

Lower taxes other than income taxes 5 0.01

Gain on the sale of an interest in a solar electric production project 3 0.01

Total Other, including parent company expenses 72 0.21

Total Reported (GAAP basis) $203 $0.40

58 CON EDISON ANNUAL REPORT 2025

The Companies’ other operations and maintenance expenses for the years ended December 31, 2025 and 2024 were as follows:

CECONY

Pensions and other postretirement benefits 28 138

Health care and other benefits 212 192

Regulatory fees and assessments (a) 467 461

Con Edison Transmission 29 11

Other (c) 1 —

Total other operations and maintenance expenses $3,804 $3,751

(a)Includes Demand Side Management, System Benefit Charges and Public Service Law 18A assessments that are collected in revenues.

(b)Other includes the impact of the May 2024 NYSPSC order denying CECONY's request to capitalize costs to implement its new customer billing and information system in 2024 ($51 million).

(c)Other includes the parent company, Con Edison’s tax equity interests, consolidation adjustments and Broken Bow II, the deferred project that was classified as held for sale at December 31, 2024, with the sale and transfer completed in January 2025. See Note X to the financial statements in Item 8.

Con Edison’s principal business segments are CECONY’s regulated utility activities, O&R’s regulated utility activities and Con Edison Transmission. CECONY’s principal business segments are its regulated electric, gas and steam utility activities. A discussion of the results of operations by principal business segment for the years ended December 31, 2025 and 2024 follows. For additional business segment financial information, see Note P to the financial statements in Item 8.

CON EDISON ANNUAL REPORT 2025 59

The Companies’ results of operations for the years ended December 31, 2025 and 2024 were:

CECONY O&R Con Edison Transmission Other (a) Con Edison (b)

Loss on sale of the Clean Energy Businesses — — — — — — — (62) — (62)

Income (loss) attributable to non-controlling interest — — — — 3 — (3) — — —

(a) Other includes the parent company, Con Edison’s tax equity interests, consolidation adjustments and Broken Bow II, the deferred project that was classified as held for sale at December 31, 2024, with the sale and transfer completed in January 2025. See Note X to the financial statements in Item 8.

(b) Represents the consolidated results of operations of Con Edison and its businesses.

60 CON EDISON ANNUAL REPORT 2025

Year Ended December 31, 2025 Compared with Year Ended December 31, 2024

CECONY

For the Year Ended December 31, 2025 For the Year Ended December 31, 2024

Electric

CECONY’s results of electric operations for the year ended December 31, 2025 compared with the year ended December 31, 2024 were as follows:

For the Years Ended December 31,

(Millions of Dollars) 2025 2024 Variation

Other operations and maintenance 2,614 2,622 (8)

CECONY’s electric sales and deliveries in 2025 compared with 2024 were:

Millions of kWh Delivered Revenues in Millions (a)

For the Years Ended For the Years Ended

Other operating revenues (c) — — — — 96 (7) 103 Large

(a)Revenues from electric sales are subject to a revenue decoupling mechanism, as a result of which, delivery revenues are generally not affected by changes in delivery volumes from levels assumed when rates were approved.

(b)“Residential/Religious” generally includes single-family dwellings, individual apartments in multi-family dwellings, religious organizations and certain other not-for-profit organizations.

(c)Other electric operating revenues generally reflect changes in the revenue decoupling mechanism current asset or regulatory liability and changes in regulatory assets and liabilities in accordance with other provisions of CECONY’s rate plan.

(d)After adjusting for variations, primarily weather and billing days, electric delivery volumes in CECONY’s service area increased 2.5 percent in 2025 compared with 2024.

Operating revenues increased $953 million in 2025 compared with 2024 primarily due to an increase in revenues from the electric rate plan ($584 million), higher purchased power expenses ($277 million) and higher fuel expenses ($47 million).

CON EDISON ANNUAL REPORT 2025 61

Purchased power expenses increased $277 million in 2025 compared with 2024 due to higher unit costs ($217 million) and higher purchased volume ($60 million).

Fuel expenses increased $47 million in 2025 compared with 2024 due to higher unit costs ($56 million), offset in part by lower purchased volumes from the company’s electric generating facilities ($9 million).

Other operations and maintenance expenses decreased $8 million in 2025 compared with 2024 primarily due to the impact of the May 2024 NYSPSC order denying CECONY's request to capitalize costs to implement its new customer billing and information system ($37 million), offset in part by higher costs for injuries and damages ($23 million) and an increase in municipal infrastructure support ($7 million).

Depreciation and amortization expenses increased $126 million in 2025 compared with 2024 primarily due to higher electric utility plant balances.

Taxes, other than income taxes increased $287 million in 2025 compared with 2024 primarily due to higher property taxes ($236 million), a lower deferral of under-collected property taxes ($31 million) and higher other taxes ($12 million).

Gas

CECONY’s results of gas operations for the year ended December 31, 2025 compared with the year ended December 31, 2024 were as follows:

For the Years Ended December 31,

(Millions of Dollars) 2025 2024 Variation

Other operations and maintenance 556 528 28

CECONY’s gas sales and deliveries, excluding off-system sales, in 2025 compared with 2024 were:

Thousands of Dt Delivered Revenues in Millions (a)

For the Years Ended For the Years Ended

Other operating revenues (c) — — — — 50 42 8 19.0

(a)Revenues from gas sales are subject to a weather normalization clause and a revenue decoupling mechanism, as a result of which, delivery revenues are generally not affected by changes in delivery volumes from levels assumed when rates were approved.

(b)After adjusting for variations, primarily billing days, firm gas sales and transportation volumes in CECONY’s service area increased 6.5 percent in 2025 compared with 2024.

(c)Other gas operating revenues generally reflect changes in the revenue decoupling mechanism and weather normalization clause current asset or regulatory liability and changes in regulatory assets and liabilities in accordance with other provisions of CECONY’s rate plan.

Operating revenues increased $444 million in 2025 compared with 2024 primarily due to higher gas purchased for resale expense ($246 million) and an increase in gas revenues under the company's gas rate plan ($185 million).

Gas purchased for resale increased $246 million in 2025 compared with 2024 due to higher unit costs ($236 million) and higher purchased volumes ($10 million).

62 CON EDISON ANNUAL REPORT 2025

Other operations and maintenance expenses increased $28 million in 2025 compared with 2024 primarily due to the higher gas operations maintenance activities ($12 million), total surcharges for assessments and fees that are collected in revenues from customers ($8 million) and higher uncollectible expenses ($6 million).

Depreciation and amortization expenses increased $24 million in 2025 compared with 2024 primarily due to higher gas utility plant balances.

Taxes, other than income taxes increased $143 million in 2025 compared with 2024 primarily due to a lower deferral of under-collected property taxes ($90 million), higher property taxes ($31 million) and higher state and local revenue taxes ($11 million).

Steam

CECONY’s results of steam operations for the year ended December 31, 2025 compared with the year ended December 31, 2024 were as follows:

For the Years Ended December 31,

(Millions of Dollars) 2025 2024 Variation

Other operations and maintenance 224 203 21

Depreciation and amortization 114 108 6

Taxes, other than income taxes 231 179 52

Steam operating income $5 $13 $(8)

CECONY’s steam sales and deliveries in 2025 compared with 2024 were:

Millions of Pounds Delivered Revenues in Millions (a)

For the Years Ended For the Years Ended

Other operating revenues (b) — — — — (2) (10) 8 80.0

(a)Revenues from steam sales are subject to a weather normalization clause, as a result of which, delivery revenues reflect normal weather conditions during the heating season.

(b)Other steam operating revenues generally reflect changes in regulatory assets and liabilities in accordance with CECONY’s rate plan.

(c)After adjusting for variations, primarily weather and billing days, steam sales and deliveries in the company’s service area decreased 3.4 percent in 2025 compared with 2024.

Operating revenues increased $125 million in 2025 compared with 2024 primarily due to the benefit from the steam rate plan ($67 million), higher fuel expenses ($44 million) and higher purchased power expenses ($10 million).

Purchasedpower expenses increased $10 million in 2025 compared with 2024 due to higher unit costs ($14 million), offset in part by lower purchased volumes ($4 million).

Fuel expenses increased $44 million in 2025 compared with 2024 due to higher unit costs ($38 million) and higher purchased volumes used from the company’s steam generating facilities ($6 million).

Other operations and maintenance expenses increased $21 million in 2025 compared with 2024 primarily due to higher steam operations maintenance activities ($9 million), higher costs for pension and other postretirement benefits, reflecting reconciliation to the rate plan level ($8 million) and higher total surcharges for assessments and fees that are collected in revenues from customers ($3 million).

Depreciation and amortization expenses increased $6 million in 2025 compared with 2024 primarily due to higher steam utility plant balances.

Taxes, other than income taxes increased $52 million in 2025 compared with 2024 primarily due to a lower deferral of under-collected property taxes ($50 million) and higher state and local revenue taxes ($2 million).

CON EDISON ANNUAL REPORT 2025 63

Taxes, Other Than Income Taxes

At $3,655 million, taxes other than income taxes remain one of CECONY’s largest operating expenses. The principal components of, and variations in, taxes other than income taxes were:

For the Years Ended December 31,

(Millions of Dollars) 2025 2024 Variation

State and local taxes related to revenue receipts 445 429 16

(a)Including sales tax on customers’ bills, total taxes other than income taxes in 2025 and 2024 were $4,488 million and $3,915 million, respectively.

(b)Including the deferral of under-collected property taxes in 2025 and 2024 of $88 million and $83 million, respectively.

Other Income

Other income increased $219 million in 2025 compared with 2024 primarily due to higher credits associated with components of pension and other postretirement benefits other than service cost ($204 million) and an increase in AFUDC ($31 million), offset in part by a decrease in the revenue decoupling mechanism interest accrual ($7 million).

Net Interest Expense

Net interest expense increased $50 million in 2025 compared with 2024 primarily due to higher interest expense for long-term debt ($82 million), primarily attributable to timing of long-term debt issuances issued in 2024, offset in part by lower interest on commercial paper ($30 million) and a decrease in the carrying charges and interest on regulatory liability balances ($6 million).

Income Tax Expense

Income taxes increased $230 million in 2025 compared with 2024 primarily due to lower amortization of excess deferred federal income taxes ($153 million) and higher income before income tax expense ($102 million), offset in part by higher write-offs of uncollectible accounts ($19 million).

O&R

For the Year Ended December 31, 2025 For the Year Ended December 31, 2024

Electric

O&R’s results of electric operations for the year ended December 31, 2025 compared with the year ended December 31, 2024 were as follows:

For the Years Ended December 31,

(Millions of Dollars) 2025 2024 Variation

Other operations and maintenance 297 306 (9)

Depreciation and amortization 87 82 5

Taxes, other than income taxes 62 62 —

Electric operating income $109 $112 $(3)

64 CON EDISON ANNUAL REPORT 2025

O&R’s electric sales and deliveries in 2025 compared with 2024 were:

Millions of kWh Delivered Revenues in Millions (a)

For the Years Ended For the Years Ended

Other operating revenues (c) — — — — (34) 1 (35) Large

(a)O&R’s New York electric delivery revenues are subject to a revenue decoupling mechanism, as a result of which delivery revenues are generally not affected by changes in delivery volumes from levels assumed when rates were approved. 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.

(b)“Residential/Religious” generally includes single-family dwellings, individual apartments in multi-family dwellings, religious organizations and certain other not-for-profit organizations.

(c)Other electric operating revenues generally reflect changes in regulatory assets and liabilities in accordance with O&R’s electric rate plan.

(d)After adjusting for weather and other variations, electric delivery volumes in O&R’s service area increased 2.2 percent in 2025 compared with 2024.

Operating revenues increased $82 million in 2025 compared with 2024 primarily due to higher purchased power expenses ($89 million), offset in part by lower revenues from the New York electric rate plan ($7 million).

Purchasedpower expenses increased $89 million in 2025 compared with 2024 due to higher unit costs ($56 million) and higher purchased volumes ($33 million).

Other operations and maintenance expenses decreased $9 million in 2025 compared with 2024 primarily due to lower non-deferred storm costs.

Depreciation and amortization expenses increased $5 million in 2025 compared with 2024 primarily due to higher electric utility plant balances.

Gas

O&R’s results of gas operations for the year ended December 31, 2025 compared with the year ended December 31, 2024 were as follows:

For the Years Ended December 31,

(Millions of Dollars) 2025 2024 Variation

Other operations and maintenance 83 81 2

Depreciation and amortization 40 35 5

Taxes, other than income taxes 34 33 1

Gas operating income $45 $49 $(4)

O&R’s gas sales and deliveries, excluding off-system sales, in 2025 compared with 2024 were:

CON EDISON ANNUAL REPORT 2025 65

Thousands of Dt Delivered Revenues in Millions (a)

For the Years Ended For the Years Ended

Generation plants 2 10 (8) (80.0) — — — —

Other gas revenues — — — — 5 44 (39) (88.6)

(a)Revenues from New York gas sales are subject to a weather normalization clause and a revenue decoupling mechanism, as a result of which, delivery revenues are generally not affected by changes in delivery volumes from levels assumed when rates were approved.

(b)After adjusting for weather and other variations, firm sales and transportation volumes in O&R’s service area increased 1.9 percent in 2025 compared with 2024.

Operating revenues increased $58 million in 2025 compared with 2024 primarily due to higher gas purchased for resale ($54 million) and higher revenues from the New York gas rate plan ($1 million).

Gas purchased for resale increased $54 million in 2025 compared with 2024 due to higher unit costs ($33 million) and higher purchased volumes ($21 million).

Depreciation and amortization expenses increased $5 million in 2025 compared with 2024 primarily due to higher gas utility plant balances.

Taxes, Other Than Income Taxes

Taxes, other than income taxes, remained consistent in 2025 compared with 2024. The principal components of taxes, other than income taxes, were:

For the Years Ended December 31,

(Millions of Dollars) 2025 2024 Variation

Property taxes $72 $73 $(1)

State and local taxes related to revenue receipts 14 13 1

(a)Including sales tax on customers’ bills, total taxes other than income taxes in 2025 and 2024 were $134 million and $127 million, respectively.

Other Income

Other income increased $14 million in 2025 compared with 2024 primarily due to higher credits associated with components of pension and other postretirement benefits other than service cost ($14 million).

Net Interest Expense

Net interest expense increased $5 million in 2025 compared with 2024 primarily due to higher interest expense for long-term debt due to higher debt balances ($9 million).

Con Edison Transmission

Other Income (Deductions)

Other deductions decreased $15 million in 2025 compared with 2024 primarily due to transaction costs associated with the strategic alternatives review of Con Edison's equity investments in MVP and Honeoye ($17 million).

Other

Taxes, Other Than Income Taxes

Taxes, other than income taxes decreased $6 million in 2025 compared with 2024 primarily due to a decrease in the New York State Capital Tax ($7 million).

66 CON EDISON ANNUAL REPORT 2025

Other Income (Deductions)

Other income increased $22 million in 2025 compared with 2024 primarily due to the 2024 accrued commitment to the Consolidated Edison Foundation, Inc. ($12 million) and the effects of HLBV accounting for tax equity interests in certain renewable electric projects ($5 million).

Income Tax Expense

Income taxes increased $27 million in 2025 compared with 2024 primarily due to higher income before income tax expense ($21 million) and the absence of production tax credits in 2025 related to the Broken Bow II wind project ($6 million).

CON EDISON ANNUAL REPORT 2025 67

Liquidity and Capital Resources

The Companies monitor the financial markets closely, including borrowing rates and daily cash collections. Increases in aged accounts receivable balances, inflationary pressure and higher interest rates have increased the amount of capital needed by the Utilities and the costs of such capital. See "Interest Rate Risk," below, "Aged Accounts Receivable Balances," above and "Capital Resources," below.

Con Edison and the Utilities have a $2,500 million revolving credit agreement (the Credit Agreement) in place under which banks are committed to provide loans on a revolving credit basis until March 2029, unless extended for an additional one-year term, subject to certain conditions. CECONY has a $500 million 364-day revolving credit agreement (the CECONY Credit Agreement) in place under which banks are committed to provide loans on a revolving credit basis until March 2026, subject to certain conditions. Con Edison and the Utilities have not entered into any loans under the Credit Agreement and CECONY has not entered into any loans under the CECONY Credit Agreement.

In November 2025, CECONY repaid at maturity $700 million pursuant to a 364-Day Senior Unsecured Delayed Draw Term Loan Credit Agreement entered into by the company in November 2024.

Also in November 2025, CECONY borrowed $500 million at a variable rate under a 364-Day Senior Unsecured Term Loan Credit Agreement entered into by the company in November 2025 (the CECONY Term Loan Credit Agreement). The term loan matures in November 2026. CECONY has the option to prepay the term loan issued under the CECONY Term Loan Credit Agreement prior to maturity.

The 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.

The Companies’ liquidity reflects cash flows from operating, investing and financing activities, as shown on their respective consolidated statements of cash flows and as discussed below.

The principal factors affecting Con Edison’s liquidity are its investments in the Utilities and Con Edison Transmission, the dividends it pays to its shareholders and the dividends it receives from its subsidiaries and cash flows from financing activities discussed below.

The principal factors affecting CECONY’s liquidity are its cash flows from operating activities, cash used in investing activities (including capital expenditures), the dividends it pays to Con Edison and cash flows from financing activities discussed below.

The Companies generally maintain minimal cash balances and use short-term borrowings to meet their working capital needs and other cash requirements. The Companies repay their short-term borrowings using funds from long-term financings and operating activities. The Utilities’ cost of capital, including working capital, is reflected in the rates they charge to their customers.

Each of the Companies believes that it will be able to meet its reasonably likely short-term and long-term cash requirements. See “The Companies Require Access To Capital Markets To Satisfy Funding Requirements,” "Changes To Tax Laws Could Adversely Affect the Companies," “The Companies May be Adversely Affected by Changes to the Utilities’ Rate Plans,” “The Companies Face Risks Related to Health Epidemic And Other Outbreaks,” and “The Companies Also Face Other Risks That Are Beyond Their Control” in Item 1A, and “Capital Requirements and Resources” in Item 1.

68 CON EDISON ANNUAL REPORT 2025

The Companies’ cash, temporary cash investments and restricted cash resulting from operating, investing and financing activities for the years ended December 31, 2025 and 2024 are summarized as follows:

CECONY O&R Con Edison Transmission Other (a)(b) Con Edison (b)

Less:Cash balances held for sale (a) — — — — — — — 9 — 9

(a) Other includes the parent company, Con Edison’s tax equity interests, consolidation adjustments and Broken Bow II, the deferred project held for sale at December 31, 2024, with the sale and transfer completed in January 2025. See Note X to the financial statements in Item 8.

(b) Represents the consolidated results of operations of Con Edison and its businesses.

(c) See "Reconciliation of Cash, Temporary Cash Investments and Restricted Cash" in Note A to the financial statements in Item 8.

CON EDISON ANNUAL REPORT 2025 69

Cash Flows from Operating Activities

The Utilities’ cash flows from operating activities primarily reflect their energy sales and deliveries and cost of operations. The volume of energy sales and deliveries is primarily affected by factors external to the Utilities, such as customer demand, weather, market prices for energy and economic conditions. Measures that promote distributed energy resources, such as distributed generation, demand reduction and energy efficiency, also affect the volume of energy sales and deliveries. See "Competition" and "Environmental Matters – Clean Energy Future" and “Environmental Matters – Climate Change” in Item 1.

Pursuant to their rate plans, the Utilities have recovered from customers a portion of the tax liability they will pay in the future as a result of temporary differences between the book and tax basis of assets and liabilities. These temporary differences affect the timing of cash flows, but not net income, as the Companies are required to record deferred tax assets and liabilities at the current corporate tax rate for the temporary differences. For the Utilities, credits to their customers of the net benefits of the TCJA, including the reduction of the corporate tax rate to 21 percent, decrease cash flows from operating activities. Pursuant to their rate plans, the Utilities also recover from customers the amount of property taxes they will pay. The payment of property taxes by the Utilities affects the timing of cash flows and increases the amount of short-term borrowings issued by the Utilities when property taxes are due and as property taxes increase, but generally does not impact net income.See “Changes To Tax Laws Could Adversely Affect the Companies” in Item 1A, “Federal Income Tax” in Note A, “Rate Plans” in Note B, “Other Regulatory Matters” in Note B and Note L to the financial statements in Item 8.

In general, the Utilities suspended service disconnections during the COVID-19 pandemic and have since resumed such activities in accordance with applicable law. At December 31, 2025, CECONY’s and O&R’s customer accounts receivables balances of $2,970 million and $120 million, respectively, included aged accounts receivables (balances outstanding in excess of 60 days) of $1,427 million and $27 million, respectively. A continued slow recovery of accounts receivable balances has impacted and is expected to continue to impact the Companies’ liquidity. See “Aged Accounts Receivable Balances,” above.

Net income is the result of cash and non-cash (or accrual) transactions. Only cash transactions affect the Companies’ cash flows from operating activities. Principal non-cash charges or credits include depreciation, deferred income tax expense, amortizations of certain regulatory assets and liabilities and accrued unbilled revenue. Non-cash charges or credits may also be accrued under the revenue decoupling and cost reconciliation mechanisms in the Utilities’ New York electric and gas rate plans. See “Rate Plans – CECONY– Electric and Gas" and "Rate Plans – O&R New York – Electric and Gas” in Note B to the financial statements in Item 8.

Certain prior period amounts have been reclassified within the Companies' cash flows from operating activities to conform with current period presentation.

Net cash flows from operating activities in 2025 for Con Edison were $1,186 million higher than in 2024. The changes in net cash flows for Con Edison primarily reflect:

•a decrease in taxes receivable of $278 million;

•an increase in other current liabilities of $264 million;

•lower accounts receivable – customers, net of $233 million;

•an increase in accounts payable of $162 million;

•lower net deferred charges, noncurrent assets, leases, net and other regulatory assets balances of $49 million;

•a decrease in prepayments of $39 million;

•an increase in accrued taxes of $38 million; and

•a change in distribution from equity investments $35 million.

Net cash flows from operating activities in 2025 for CECONY were $1,171 million higher than in 2024. The changes in net cash flows for CECONY primarily reflect:

•a decrease in accounts receivable from (to) affiliated companies of $552 million;

•an increase in other current liabilities of $275 million;

•lower accounts receivable – customers, net of $241 million; and

•an increase in accounts payable of $143 million.

The change in net cash flows also reflects the timing of payments for and recovery of energy costs. This timing is reflected within changes to accounts receivable – customers, recoverable and refundable energy costs within other regulatory assets and liabilities and accounts payable balances.

Cash Flows Used in Investing Activities

The following table summarizes key components of Con Edison's cash flows used in investing activities for the years ended December 31, 2025 and December 31, 2024.

70 CON EDISON ANNUAL REPORT 2025

For the Year Ended December 31,

INVESTING ACTIVITIES

Utility capital expenditures $(4,764) $(4,770) $6

Cost of removal less salvage (481) (474) (7)

Non-utility capital expenditures — (1) 1

Other investing activities (49) (28) (21)

NET CASH FLOWS USED IN INVESTING ACTIVITIES $(5,249) $(5,273) $24

Net cash flows used in investing activities for Con Edison were $24 million lower in 2025 than in 2024. The change for Con Edison primarily reflects:

•the proceeds from the sale of Broken Bow II, net of cash and cash equivalents sold in 2025 of $45 million;

Offset in part by

•an increase in other investing activities of ($21 million).

The following table summarizes key components of CECONY's cash flows used in investing activities for the years ended December 31, 2025 and December 31, 2024.

For the Year Ended December 31,

INVESTING ACTIVITIES

Cost of removal less salvage (469) (467) (2)

NET CASH FLOWS USED IN INVESTING ACTIVITIES $(4,800) $(4,923) $123

Net cash flows used in investing activities for CECONY were $123 million lower in 2025 than in 2024. The change for CECONY primarily reflects:

•a decrease in utility capital expenditures of $125 million;

Offset in part by

•higher cost of removal less salvage of ($2 million).

Pursuant to their rate plans, the Utilities recover the cost of utility capital expenditures from customers, including an approved rate of return (before and after being placed in service and an allowance for funds used during construction (AFUDC) before being placed in service). Increases in the amount of utility capital expenditures may temporarily increase the amount of short-term debt issued by the Utilities prior to the long-term financing of such amounts.

Cash Flows From Financing Activities

The following table summarizes key components of Con Edison's cash flows from financing activities for the years ended December 31, 2025 and December 31, 2024.

For the Year Ended December 31,

FINANCING ACTIVITIES

Net payment of short-term debt (Maturities 90 days or less) $(895) $(118) $(777)

Issuance of short-term debt (Maturities greater than 90 days) 300 — 300

Repayment of term loan (200) — (200)

Retirement of long-term debt — (477) 477

Debt issuance costs (15) (43) 28

Issuance of common shares - public offering 1,308 — 1,308

Issuance of common shares for stock plans 64 60 4

NET CASH FLOWS FROM FINANCING ACTIVITIES $746 $1,797 $(1,051)

Net cash flows from financing activities for Con Edison were $1,051 million lower for the year ended December 31, 2025 compared with the 2024 period and reflect the following transactions:

CON EDISON ANNUAL REPORT 2025 71

•a decrease in long-term debt issuances of $1,825 million (reflecting a CECONY issuance of $900 million aggregate principal amount of debentures in November 2025 and an O&R issuance of $250 million aggregate principal amount of debentures in September 2025);

•an increase in the net payment of short-term debt (maturities 90 days or less) of $777 million; and

•a decrease in term loan borrowings of $300 million, see Note D to the financial statements in Item 8;

Offset in part by

•an increase in the issuance of common shares of ($1,308 million); and

•a decrease in the retirement of long-term debt of ($477 million).

Con Edison’s cash flows from financing activities in 2025 and 2024 also reflect the proceeds, and reduction in cash used for reinvested dividends, resulting from the issuance of common shares under the company’s dividend reinvestment, stock purchase and long term incentive plans of $112 million and $109 million, respectively.

The following table summarizes key components of CECONY's cash flows from (used in) financing activities for the years ended December 31, 2025 and December 31, 2024.

For the Year Ended December 31,

FINANCING ACTIVITIES

Net payment of short-term debt (Maturities 90 days or less) $(754) $(209) $(545)

Issuance of short-term debt (Maturities greater than 90 days) 300 — 300

Repayment of term loan (200) — (200)

Retirement of long-term debt — (475) 475

Debt issuance costs (14) (42) 28

NET CASH FLOWS FROM FINANCING ACTIVITIES $598 $1,681 $(1,083)

Net cash flows from financing activities for CECONY were $1,083 million lower for the year ended December 31, 2025 compared with the 2024 period and reflect the following transactions:

•a decrease in long-term debt issuances of $1,950 million (reflecting an issuance of $900 million aggregate principal amount of debentures in November 2025);

•an increase in the net payment of short-term debt (maturities 90 days or less) of $545 million; and

•a decrease in term loan borrowings of $300 million, see Note D to the financial statements in Item 8;

Offset in part by

•an increase in contributed equity from Con Edison of ($1,170 million); and

•a decrease in the retirement of long-term debt of ($475 million).

The following table summarizes key components of O&R's cash flows from financing activities for the years ended December 31, 2025 and December 31, 2024.

For the Year Ended December 31,

FINANCING ACTIVITIES

Net issuance (payment) of short-term debt $(108) $82 $(190)

Debt issuance costs (2) (1) (1)

Capital contribution by Con Edison 110 45 65

Dividend to Con Edison (68) (68) —

NET CASH FLOWS FROM FINANCING ACTIVITIES $182 $183 $(1)

Net cash flows from financing activities for O&R were $1 million lower for the year ended December 31, 2025 compared with the 2024 period and reflect the following transactions:

•a decrease in the net issuance (payment) of short-term debt of $190 million;

Offset in part by

•an increase in long-term debt issuance of ($125 million) (reflecting an issuance of $250 million aggregate principal amount of debentures in September 2025); and

•an increase in contributed equity from Con Edison of ($65 million).

72 CON EDISON ANNUAL REPORT 2025

Cash flows from financing activities of the Companies also reflect commercial paper issuance and repayments. The commercial paper amounts outstanding at December 31, 2025 and 2024 and the average daily balances for 2025 and 2024 for Con Edison and CECONY were as follows:

Weighted average yield 3.9 % 4.5 % 4.7 % 5.4 %

Common stock issuances and external borrowings are sources of liquidity that could be affected by changes in credit ratings, financial performance and capital market conditions. For information about the Companies’ credit ratings and certain financial ratios, see “Capital Requirements and Resources” in Item 1.

Capital Requirements and Resources

For information about capital requirements, contractual obligations and capital resources, see “Capital Requirements and Resources” in Item 1.

Assets, Liabilities and Equity

The Companies’ assets, liabilities and equity at December 31, 2025 and 2024 are summarized as follows:

CECONY O&R Con Edison Transmission Other (a) Con Edison (b)

ASSETS

LIABILITIES AND SHAREHOLDERS' EQUITY

(a) Other includes the parent company, Con Edison’s tax equity interests, consolidation adjustments and Broken Bow II, the deferred project that was classified as held for sale at December 31, 2024, with the sale and transfer completed in January 2025. See Note X to the financial statements in Item 8.

(b) Represents the consolidated results of operations of Con Edison and its businesses.

CECONY

Current assets at December 31, 2025 were $135 million higher than at December 31, 2024. The change in current assets primarily reflects an increase in cash and temporary cash investments ($327 million), customer accounts receivable, net of allowance for uncollectible accounts ($128 million) (see "Aged Accounts Receivable Balances,” above), offset in part by a decrease in accounts receivable from affiliated companies ($314 million).

Net plant at December 31, 2025 was $2,878 million higher than at December 31, 2024. The change in net plant primarily reflects an increase in electric ($3,106 million), gas ($917 million) and steam ($73 million) plant balances and an increase in construction work in progress ($79 million), offset in part by an increase in accumulated depreciation ($1,002 million) and a decrease in general ($294 million) plant balances.

Other noncurrent assets at December 31, 2025 were $612 million higher than at December 31, 2024. The change in other noncurrent assets primarily reflects an increase in the pensions and retiree benefits ($414 million), revenue taxes ($94 million) and environmental investigation and remediation costs ($35 million). See Notes B, E, and F to the financial statements in Item 8.

CON EDISON ANNUAL REPORT 2025 73

Current liabilities at December 31, 2025 were $385 million higher than at December 31, 2024. The change in current liabilities primarily reflects an increase in long-term debt due within a year ($250 million), deferred derivative gains ($130 million) and refundable energy costs ($35 million). See Note B to the financial statements in Item 8.

Other noncurrent liabilities at December 31, 2025 were $564 million higher than at December 31, 2024. The change in other noncurrent liabilities primarily reflects an increase in the deferred income taxes and unamortized investment tax credits ($581 million), offset in part by a decrease in net unbilled revenue deferrals ($39 million). See Note B to the financial statements in Item 8.

Long-term debt at December 31, 2025 was $651 million higher than at December 31, 2024. The change in long-term debt primarily reflects the 2025 issuances of debentures ($900 million), offset in part by reclassification of long-term debt to long term debt due within a year ($250 million). See "Liquidity and Capital Resources - Cash Flows From Financing Activities" above and Note C to the financial statements in Item 8.

Equity at December 31, 2025 was $2,066 million higher than at December 31, 2024. The change in equity primarily reflects net income for the year ended December 31, 2025 ($1,906 million), capital contributions from Con Edison ($1,300 million) in 2025 and a change in stock awards ($7 million), offset in part by common stock dividends to Con Edison ($1,134 million) in 2025 and an other comprehensive loss ($13 million).

O&R

Current assets at December 31, 2025 were $48 million lower than at December 31, 2024. The change in current assets primarily reflects a decrease in regulatory assets ($28 million) and accounts receivable from affiliated companies ($22 million).

Net plant at December 31, 2025 was $374 million higher than at December 31, 2024. The change in net plant primarily reflects an increase in electric ($176 million), gas ($86 million) and general ($19 million) plant balances and construction work in progress ($171 million), offset in part by an increase in accumulated depreciation ($78 million).

Other noncurrent assets at December 31, 2025 were $35 million higher than at December 31, 2024. The change in other noncurrent assets primarily reflects an increase in pension and retiree benefits ($24 million), fair value of derivative assets ($7 million) and other deferred charges and noncurrent assets ($4 million).

Current liabilities at December 31, 2025 were $71 million lower than at December 31, 2024. The change in current liabilities primarily reflects a decrease in notes payable ($108 million) and regulatory liabilities ($18 million), offset in part by an increase in accounts payable ($50 million) and accrued taxes to affiliated companies ($5 million).

Noncurrent liabilities at December 31, 2025 were $33 million higher than at December 31, 2024. The change in noncurrent liabilities primarily reflects an increase in deferred income taxes and unamortized investment tax credits ($29 million) and other deferred credits and noncurrent liabilities ($22 million), offset in part by an decrease in regulatory liabilities ($11 million) and fair value of derivative liabilities ($10 million).

Long-term debt at December 31, 2025 was $249 million higher than at December 31, 2024. The change in long-term debt primarily reflects the 2025 issuance of debentures ($250 million). See "Liquidity and Capital Resources - Cash Flows From Financing Activities" above and Note C to the financial statements in Item 8.

Equity at December 31, 2025 was $149 million higher than at December 31, 2024. The change in equity primarily reflects net income for the year ended December 31, 2025 ($108 million) and capital contributions from Con Edison ($110 million) in 2025, offset in part by common stock dividends to Con Edison ($68 million) in 2025 and an other comprehensive loss ($1 million).

74 CON EDISON ANNUAL REPORT 2025

Con Edison Transmission

Investments at December 31, 2025 were $43 million higher than at December 31, 2024. The increase in investments reflects additional investment in New York Transco ($45 million).

Net Plant at December 31, 2025 were $14 million lower than at December 31, 2024. The decrease in net plant reflects the impairment loss related to investment in Honeoye ($13 million).

Current Liabilities at December 31, 2025 were $11 million higher than at December 31, 2024. The change in current liabilities primarily reflects transaction costs associated with the strategic alternatives review of Con Edison's equity investments in MVP and Honeoye ($17 million).

Regulatory Matters

For information about the Utilities’ rate plans and other regulatory matters affecting the Companies, see “Utility Regulation” in Item 1 and Note B to the financial statements in Item 8.

Risk Factors

The Companies’ businesses are influenced by many factors that are difficult to predict, that may be beyond their control and that involve uncertainties that may materially affect actual operating results, cash flows and financial condition. See “Risk Factors” in Item 1A.

Critical Accounting Estimates

The Companies’ financial statements reflect the application of certain critical accounting estimates, which conform to accounting principles generally accepted in the United States of America. The Companies’ critical accounting estimates include assumptions applied to accounting for: pensions and other postretirement benefits, contingencies, derivative instruments, allowance for uncollectible accounts receivable, asset retirement obligations and income taxes. Also, see “Summary of Significant Accounting Policies and Other Matters” in Note A to the financial statements in Item 8.

Accounting for Pensions and Other Postretirement Benefits

The Utilities provide pensions and other postretirement benefits to substantially all of their employees and retirees. Con Edison Transmission also provides such benefits to transferred employees who previously worked for the Utilities. The Companies account for these benefits in accordance with the accounting rules for retirement benefits. In addition, the Utilities apply the accounting rules for regulated operations to account for the regulatory treatment of these obligations (which, as described in Note B to the financial statements in Item 8, reconciles the amounts reflected in rates for the costs of the benefit to the costs actually incurred). In applying these accounting policies, the Companies have made critical estimates related to actuarial assumptions, including assumptions of expected returns on plan assets, discount rates, health care cost trends and future compensation. See Notes A, E and F to the financial statements in Item 8 for information about the Companies’ pension and other postretirement benefits, the actuarial assumptions, actual performance, amortization of investment and other actuarial gains and losses and calculated plan costs for 2025, 2024 and 2023.

The discount rate for determining the present value of future period benefit payments is determined using a model to match the durations of Aa rated (by either Moody’s or S&P) corporate bonds with the projected stream of benefit payments.

In determining the health care cost trend rate, the Companies review actual recent cost trends and projected future trends.

The cost of pension and other postretirement benefits in future periods will depend on actual returns on plan assets, assumptions for future periods, contributions and benefit experience. Con Edison’s and CECONY’s current estimates for 2026 are decreases, compared with 2025, in their pension and other postretirement benefits credits of $256 million and $243 million, respectively, largely driven by decreases in the discount rates used to determine plan liabilities. See Notes E and F to the financial statements in Item 8.

The following table illustrates the effect on 2026 pension and other postretirement costs of changing the critical actuarial assumptions, while holding all other actuarial assumptions constant:

CON EDISON ANNUAL REPORT 2025 75

(Millions of Dollars)

Increase in accounting cost:

Discount rate

Expected return on plan assets

Future compensation increases

Health care trend rate

Increase in projected benefit obligation:

Discount rate

Future compensation increases

Health care trend rate

A 5 percentage point variation in the actual annual return in 2026, as compared with the expected annual asset return for pension and other postretirement benefits of 6.45 percent and 6.25 percent, respectively, would change pension and other postretirement benefit costs for Con Edison and CECONY by approximately $27 million and $26 million, respectively, in 2027.

Pension benefits are provided through a pension plan maintained by Con Edison to which CECONY, O&R and Con Edison Transmission may make contributions for their participating employees. Pension accounting by the Utilities includes an allocation of plan assets.

The Companies’ policy is to fund their pension and other postretirement benefit accounting costs to the extent tax deductible, and for the Utilities, to the extent these costs are recovered under their rate plans. The Companies were not required to make cash contributions to the pension plan in 2025 under funding regulations and tax laws. However, CECONY and O&R made discretionary contributions to the pension plan in 2025 of $53 million and $3 million, respectively. In 2026, CECONY and O&R expect to make contributions to the pension plan of $4 million each. See “Expected Contributions” in Notes E and F to the financial statements in Item 8.

Accounting for Contingencies

The accounting rules for contingencies apply to an existing condition, situation or set of circumstances involving uncertainty as to possible loss that will ultimately be resolved when one or more future events occur or fail to occur. Known material contingencies, which are described in the notes to the financial statements, include certain regulatory matters (Note B), the Utilities’ responsibility for hazardous substances, such as asbestos, PCBs and coal tar that have been used or generated in the course of operations (Note G) and other contingencies (Note H). Inputs to the estimation of the liability for such environmental remediation include the possible selected remedy for each site where investigation is ongoing, the inflation rate related to the cost of inputs to the remediation process, and for those sites where there are other potentially responsible parties, the allocation of costs to the Companies. Inputs to the estimation of the liability for certain regulatory matters include facts specific to each item and the status and progress of discussions with the applicable state regulator. Inputs to the estimation of the liability for other contingencies may include liabilities incurred for similar circumstances and the outcome of legal proceedings. In accordance with the accounting rules, the Companies have accrued estimates of losses relating to the contingencies as to which loss is probable and can be reasonably estimated, and no liability has been accrued for contingencies as to which loss is not probable or cannot be reasonably estimated.

76 CON EDISON ANNUAL REPORT 2025

The Utilities recover costs for asbestos lawsuits, workers’ compensation and environmental remediation pursuant to their rate plans. Generally, changes during the terms of the rate plans to the amounts accrued for these contingencies would not impact earnings.

Accounting for Derivative Instruments

The Companies apply the accounting rules for derivatives and hedging to their derivative financial instruments. The Companies use derivative financial instruments to hedge market price fluctuations in related underlying transactions for the physical purchase and sale of electricity and gas. The Utilities are permitted by their respective regulators to reflect in rates all reasonably incurred gains and losses on these instruments. See “Financial and Commodity Market Risks,” below and Note Q to the financial statements in Item 8.

Where the Companies are required to make mark-to-market estimates pursuant to the accounting rules, the estimates of gains and losses at a particular period end do not reflect the end results of particular transactions and will most likely not reflect the actual gain or loss at the conclusion of a transaction. Substantially all of the estimated gains or losses are based on prices supplied by external sources such as the fair value of exchange-traded futures and options and the fair value of positions for which price quotations are available through or derived from brokers or other market sources. See Note Q to the financial statements in Item 8.

Allowance for Uncollectible Accounts

The Companies develop expected loss estimates using past events data and consider current conditions and future reasonable and supportable forecasts. For the Utilities’ allowance for uncollectible accounts for customer accounts receivable, which includes accrued unbilled revenue, past events considered include write-offs relative to customer accounts receivable; current conditions include macro-and micro-economic conditions related to trends in the local economy, reconnection rates and current and aged customer accounts receivable balances, including final balances, among other factors; and forecasts about the future include assumptions related to the level of write-offs and recoveries. The historical write-off rate was determined based on post-pandemic collections and write-off experience. From 2020 through 2025, Con Edison's and CECONY's allowances for uncollectible accounts increased from $70 million and $65 million, respectively, to $507 million and $500 million, respectively. See “The Companies May Be Adversely Affected By Changes To The Utilities’ Rate Plans” in Item 1A, “Aged Accounts Receivable Balances” in Item 7 and “Allowance for Uncollectible Accounts" in Note N to the financial statements in Item 8.

Asset Retirement Obligations (AROs)

AROs are computed as the present value of the estimated costs for an asset's future retirement and are recorded in the period in which the liability is incurred. The estimated costs are capitalized as part of the related long-lived asset and depreciated over the asset's useful life. CECONY and O&R, as rate-regulated entities, recognize Regulatory Assets or Liabilities as a result of timing differences between the recording of costs and costs recovered through the ratemaking process. Because quoted market prices are not available for AROs, the Companies estimate the fair value of AROs by calculating discounted cash flows that are dependent upon various assumptions including estimated retirement dates, discount rates, inflation rates, the timing and amount of future cash outlays, and currently available technologies.

The Companies recorded asset retirement obligations associated with the removal of asbestos and asbestos-containing material in their buildings (other than the structures enclosing generating stations and substations), electric equipment and steam and gas distribution systems. The Companies also recorded asset retirement obligations relating to gas and oil pipelines abandoned in place and municipal infrastructure support. See Note T to the financial statements in Item 8.

A 1 percent increase in the assumed inflation rate used to value the ARO liability as of December 31, 2025 would increase the liability by $29 million for Con Edison and CECONY.

Accounting for Income Taxes

The Companies record provisions for income taxes, deferred tax assets and liabilities, valuation allowances against net deferred tax assets, if any, and reserves for uncertain tax positions. The reporting of tax-related assets and liabilities requires the use of estimates and significant judgments by management. Deferred federal and state tax assets and liabilities are recorded to represent future effects on income taxes for temporary differences between the basis of assets for financial reporting and tax purposes. Although management believes that current estimates for deferred tax assets and liabilities are reasonable, actual results could differ from these estimates for several reasons, including, but not limited to: a change in forecasted financial condition and/or results of operations; changes in income tax laws, enacted tax rates or amounts subject to income tax or state apportionments; the form,

CON EDISON ANNUAL REPORT 2025 77

structure, and timing of asset or stock sales or dispositions; changes in the regulatory treatment of any tax reform benefits; and changes resulting from audits and examinations by taxing authorities. Valuation allowances against deferred tax assets are recorded when management concludes it is more likely than not such tax benefit will not be realized in future periods. Accounting for income taxes also requires that only tax benefits for positions taken or expected to be taken on tax returns that meet the more-likely-than-not recognition threshold can be recognized or continue to be recognized. Management evaluates each position solely on the technical merits and facts and circumstances of the position, assuming that the position will be examined by a taxing authority that has full knowledge of all relevant information. Significant judgment is required to determine recognition thresholds and the related amount of tax benefits to be recognized. At each period end, and as new developments occur, management reevaluates its tax positions. Additional interpretations, regulations, amendments, or technical corrections related to the federal income tax code as a result of the Inflation Reduction Act, may impact the estimates for income taxes discussed above. See “Changes To Tax Laws Could Adversely Affect the Companies” in Item 1A, “Inflation Reduction Act” above, “Federal Income Tax” and “State Income Tax” in Note A and Note L to the financial statements in Item 8.

Financial and Commodity Market Risks

The Companies are subject to various risks and uncertainties associated with financial and commodity markets. The most significant market risks include interest rate risk, commodity price risk and investment risk.

Interest Rate Risk

The Companies' interest rate risk primarily relates to new debt financing needed to fund capital requirements, including the capital expenditures of the Utilities and maturing debt securities, and variable-rate debt. Con Edison and its subsidiaries manage interest rate risk through the issuance of mostly fixed-rate debt with varying maturities and through opportunistic refinancing of debt. Con Edison and CECONY estimate that at December 31, 2025, a 10 percent increase in interest rates applicable to its variable rate debt would result in an increase in annual interest expense of $10 million and $9 million, respectively. At December 31, 2024, Con Edison and CECONY estimated that a 10 percent increase in interest rates applicable to its variable rate debt would result in an increase in annual interest expense of $15 million and $12 million, respectively. Under CECONY’s electric, gas and steam rate plans, variations in actual variable rate tax-exempt debt interest expense, including costs associated with the refinancing of the variable rate tax-exempt debt, are reconciled to levels reflected in rates.

Higher interest rates have resulted in increased interest expense on commercial paper, variable-rate debt and long-term debt issuances.

Commodity Price Risk

Con Edison’s commodity price risk primarily relates to the purchase and sale of electricity, gas and related derivative instruments. The Utilities apply risk management strategies to mitigate their related exposures. See Note Q to the financial statements in Item 8.

Con Edison estimates that, as of December 31, 2025, a 10 percent decline in market prices would result in a decline in fair value of $191 million for the derivative instruments used by the Utilities to hedge purchases of electricity and gas, of which $175 million is for CECONY and $16 million is for O&R. As of December 31, 2024, Con Edison estimated that a 10 percent decline in market prices would result in a decline in fair value of $150 million for the derivative instruments used by the Utilities to hedge purchases of electricity and gas, of which $137 million is for CECONY and $13 million is for O&R. Con Edison expects that any such change in fair value would be largely offset by directionally opposite changes in the cost of the electricity and gas purchased.

The Utilities do not make any margin or profit on the electricity or gas they sell. In accordance with provisions

approved by state regulators, the Utilities generally recover from full-service customers the costs they incur for energy purchased for those customers, including gains and losses on certain derivative instruments used to hedge energy purchased and related costs. See “Recoverable Energy Costs” in Note A to the financial statements in Item 8. However, increases in electric and gas commodity prices may contribute to a slower recovery of cash from outstanding customer accounts receivable balances.

Investment Risk

The Companies’ investment risk relates to the investment of plan assets for their pension and other postretirement benefit plans. Con Edison's investment risk also relates to the investments of Con Edison Transmission that are accounted for under the equity method. See “Critical Accounting Estimates – Accounting for Pensions and Other Postretirement Benefits,” above and “Investments” in Note A and Notes E and F to the financial statements in Item 8.

78 CON EDISON ANNUAL REPORT 2025

The Companies’ current investment policy for pension plan assets includes investment targets of 20 to 34 percent equity securities, 55 to 65 percent debt securities, 14 to 22 percent alternatives. At December 31, 2025, the pension plan investments consisted of 24 percent equity securities, 57 percent debt securities and 19 percent alternatives.

For the Utilities’ pension and other postretirement benefit plans, regulatory accounting treatment is generally applied in accordance with the accounting rules for regulated operations. In accordance with the Statement of Policy issued by the NYSPSC and its electric, gas and steam rate plans, CECONY defers for payment to or recovery from customers the difference between the pension and other postretirement benefit expenses and the amounts for such expenses reflected in rates. O&R also defers such difference pursuant to its New York rate plans.

Environmental Matters

For information concerning climate change, environmental sustainability, potential liabilities arising from laws and regulations protecting the environment and other environmental matters, see “Environmental Matters” in Item 1 and Note G to the financial statements in Item 8.

Material Contingencies

For information concerning potential liabilities arising from the Companies’ material contingencies, see “Critical Accounting Estimates – Accounting for Contingencies,” above, and Notes B, G and H to the financial statements in Item 8.

Item 7A: Quantitative and Qualitative Disclosures about Market Risk

Con Edison

For information about Con Edison’s primary market risks associated with activities in derivative financial instruments, other financial instruments and derivative commodity instruments, see “Financial and Commodity Market Risks,” in Item 7 (which information is incorporated herein by reference). See also “The Companies Require Access To Capital Markets To Satisfy Funding Requirements,” in Item 1A.

CECONY

For information about CECONY’s primary market risks associated with activities in derivative financial instruments, other financial instruments and derivative commodity instruments, see “Financial and Commodity Market Risks” in Item 7 (which information is incorporated herein by reference). See also “The Companies Require Access To Capital Markets To Satisfy Funding Requirements,” in Item 1A.

CON EDISON ANNUAL REPORT 2025 79

Item 8: Financial Statements and Supplementary Data

Financial Statements Page

Supplementary Financial Information

Con Edison

Report of Management on Internal Control Over Financial Reporting 81

Report of Independent Registered Public Accounting Firm (PCAOB ID 238) 82

Consolidated Statement of Capitalization at December 31, 2025 and 2024 90

CECONY

Report of Management on Internal Control Over Financial Reporting 93

Report of Independent Registered Public Accounting Firm (PCAOB ID 238) 94

Consolidated Statement of Capitalization at December 31, 2025 and 2024 102

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

Financial Statement Schedules

Con Edison

All other schedules are omitted because they are not applicable or the required information is shown in financial statements or notes thereto.

80 CON EDISON ANNUAL REPORT 2025

Report of Management on Internal Control Over Financial Reporting

Management of Consolidated Edison, Inc. and its subsidiaries (the Company) is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable, but not absolute, assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of the effectiveness of controls to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

Management of the Company assessed the effectiveness of internal control over financial reporting as of December 31, 2025, using the criteria established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on that assessment, management has concluded that the Company had effective internal control over financial reporting as of December 31, 2025.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, has been audited by PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm, as stated in their report which appears on the following page of this Annual Report on Form 10-K.

/s/ Timothy P. Cawley

Timothy P. Cawley

Chairman, President and Chief Executive Officer

/s/ Kirkland B. Andrews

Kirkland B. Andrews