Con Edison announces 7 million share offering through forward sale

Consolidated Edison Inc. (NYSE: ED) announced a public offering of 7 million common shares through a forward sale agreement. Under the arrangement, J.P. Morgan Securities LLC will act as underwriter, with a forward counterparty borrowing shares from third parties to sell to the underwriter.

Con Edison will not receive proceeds from the initial sale of borrowed shares. The company expects to issue and deliver 7 million shares to J.P. Morgan Securities LLC or its affiliate upon physical settlement of the forward sale agreement in exchange for cash proceeds based on a forward price determined in the agreement.

Settlement of the forward sale agreement is expected to occur by December 31, 2026, though Con Edison may elect to settle earlier in whole or in part subject to certain conditions. The company may also choose cash settlement or net share settlement instead of physical settlement for all or part of its obligations.

Con Edison plans to use cash proceeds from the full physical settlement to invest in its subsidiaries for capital requirements and other general corporate purposes. If the forward counterparty cannot borrow and deliver shares or faces excessive stock loan costs, Con Edison will issue and sell shares directly to the underwriter, receiving proceeds from those "top-up shares."

The offering is being conducted under Con Edison's effective shelf registration statement filed with the Securities and Exchange Commission. The utility company provides electric, gas and steam service in New York City and Westchester County through its subsidiaries.

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