Cawley Timothy 4

4 · CONSOLIDATED EDISON INC · Filed Feb 20, 2026

AI-generated summary of this filing

Updated Feb 20, 2026

Consolidated Edison (ED) CEO Timothy Cawley Sells 33,773 Shares

What Happened

Timothy Cawley, Chairman, President & CEO of Consolidated Edison, had 33,773 performance‑based units converted/exercised and those 33,773 shares were disposed to the issuer at $113.92 per share, generating $3,847,420 on Feb 18, 2026. The filing also shows new grants of 69,000 performance units and 29,600 time‑based restricted stock units (RSUs).
This transaction reflects award conversion/settlement activity (derivative conversion and disposition), not an open‑market sale. The reporting person elected to receive the value of certain vested Performance Units in cash (see footnote F1).

Key Details

Transaction date: 2026-02-18; Form 4 filed: 2026-02-20 (timely).
Disposition: 33,773 shares to issuer at $113.92 = $3,847,420.
Derivative activity: conversion/exercise of 33,773 performance units (coded M) and immediate disposition (coded D) to issuer.
Grants: 69,000 performance units (scheduled vest 2029; F4) and 29,600 time‑based RSUs (vest 12/31/2028; F5) were reported as newly awarded.
Minor plan activity: 104.017 shares acquired under the Stock Purchase Plan since last filing (F2); Thrift Plan balance change noted (F3).
Shares owned after the transactions: not disclosed in the provided summary of the filing.

Context

The conversion + disposition pattern and footnote F1 indicate these were performance unit settlements where the reporting person elected cash value (each Performance Unit = economic equivalent of one share). Disposition to the issuer is commonly used to satisfy cash settlement or tax withholding obligations rather than an open‑market sale.
Grants shown (F4, F5) are ongoing compensation awards that will vest in future years and are contingent on performance/time criteria. These are routine executive compensation events and do not by themselves indicate buy/sell sentiment.

Form 4

Period: 2026-02-18

DirectorChairman, President & CEO

Transactions

Exercise/Conversion
Common Stock
[F1][F2]
2026-02-18+33,773→ 160,481.749 total
Disposition to Issuer
Common Stock
[F1]
2026-02-18$113.92/sh−33,773$3,847,420→ 126,708.749 total
Exercise/Conversion
Performance Units
[F1]
2026-02-18−33,773→ 0 total
→ Common Stock (33,773 underlying)
Award
Performance Units
[F4]
2026-02-18+69,000→ 69,000 total
→ Common Stock (69,000 underlying)
Award
Time - Based Restricted Stock Units
[F5]
2026-02-18+29,600→ 29,600 total
From: 2028-12-31Exp: 2028-12-31→ Common Stock (29,600 underlying)

Holdings

Footnotes (5)

[F1]Represents Performance Units granted in 2023 under the Company's Long Term Incentive Plan (the "LTIP") that vested for which the reporting person elected to receive the value in cash. The number of shares has been adjusted from the original reporting based upon the achievement of the performance criteria. Each Performance Unit is the economic equivalent of one share of Company common stock.
[F2]Includes 104.017 shares acquired under the Company's Stock Purchase Plan since the reporting person's last filing.
[F3]Between 12/31/25 and 1/31/2026, the reporting person's shares of Company common stock under the Thrift Plan decreased by 0.001. The information in this report is based on a Thrift Plan statement dated as of 1/31/26.
[F4]Represents a grant of Performance Units granted under the LTIP scheduled to vest in 2029 upon the determination of the performance criteria by the Management Development and Compensation Committee of the Board of Directors of the Company. Each Performance Unit is the economic equivalent of one share of Company common stock. The number of shares (or cash equivalents) ultimately received will be adjusted and determined based upon the achievement of the performance criteria.
[F5]Represents a grant of time-based restricted stock units under the LTIP scheduled to vest in full on December 31, 2028. Each time-based restricted stock unit is a contingent right to receive one share of Company common stock.

Signature

William J. Kelleher; Attorney-in-Fact|2026-02-20

1 file