ED Consolidated Edison Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-86820

Post-Effective Amendment No. 2 to Form S-8 Registration Statement No. 333-118159

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-172385

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-197947

UNDER

THE SECURITIES ACT OF 1933

Consolidated Edison, Inc.

(Exact name of registrant as specified in its charter)

4 Irving Place

New York, New York 10003

(212) 460-4600

(Address of principal executive offices) (Zip code)

Consolidated Edison, Inc. Stock Purchase Plan, As Amended by Amendment dated April 8, 2002

Consolidated Edison, Inc. Stock Purchase Plan, As Amended by Amendment dated February 19, 2004

Consolidated Edison, Inc. Stock Purchase Plan, As Amended and Restated as of May 19, 2008

Consolidated Edison, Inc. Stock Purchase Plan (As Amended and Restated Effective May 19, 2014)

(Full title of the plan)

Deneen Donnley

Senior Vice President and General Counsel Consolidated Edison, Inc.

4 Irving Place

New York, New York 10003

(212) 460-4600

(Name, address, including zip code, and telephone number, including area code, of agent for service)

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

Consolidated Edison, Inc., a New York corporation (the “Company” or “Registrant”), is filing with the Securities and Exchange Commission (the “Commission”) these post-effective amendments (collectively, the “Post-Effective Amendments”) to deregister any and all shares of the Company’s Common Shares ($.10 par value), previously registered but unsold or otherwise unissued under the following Registration Statements on Form S-8 as of the date hereof (collectively, the “Registration Statements”):

The Company is no longer issuing securities under the Plans described above (collectively, the “Prior Plans”). These Post-Effective Amendments to the Registration Statements described above are being filed in order to deregister all shares that were registered under the Registration Statements and remain unissued under the Prior Plans.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments to the Registration Statements described above to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York and State of New York, on the 1^st day of August, 2024.

Pursuant to the requirements of the Securities Act of 1933, these Post-Effective Amendments to the Registration Statements described above have been signed below by the following persons in the capacities and on the dates indicated.

Exhibit 24

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Timothy Cawley, Kirkland B. Andrews, Joseph Miller, Yukari Saegusa and Deneen Donnley, and each of them (with full power to act without the others), the true and lawful attorneys-in-fact and agents for and on behalf of the undersigned, and in the undersigned’s name, place and stead, in the undersigned’s capacity as Director, Trustee and/or Officer, as the case may be, of Consolidated Edison, Inc. (“Con Edison”) and Consolidated Edison Company of New York, Inc. (“Con Edison of New York”) to sign (i) one or more post-effective amendments to Con Edison’s Registration Statements on Form S-8, File No. 333-86820, File No. 333-118159, as amended, File No. 333-172385, and File No. 333-197947, each filed under the Securities Act of 1933 and (ii) one or more registration statements on Form S-3 and any amendments thereto to be filed by Con Edison of New York with the Securities and Exchange Commission to register under the Securities Act of 1933 preferred stock and debt securities of Con Edison of New York.

IN WITNESS WHEREOF, the undersigned has executed this instrument as of the date set forth below.

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Timothy Cawley, Kirkland B. Andrews, Joseph Miller, Yukari Saegusa and Deneen Donnley, and each of them (with full power to act without the others), the true and lawful attorneys-in-fact and agents for and on behalf of the undersigned, and in the undersigned’s name, place and stead, in the undersigned’s capacity as Director, Trustee and/or Officer, as the case may be, of Consolidated Edison, Inc. (“Con Edison”) and Consolidated Edison Company of New York, Inc. (“Con Edison of New York”) to sign (i) one or more post-effective amendments to Con Edison’s Registration Statements on Form S-8, File No. 333-86820, File No. 333-118159, as amended, File No. 333-172385, and File No. 333-197947, each filed under the Securities Act of 1933 and (ii) one or more registration statements on Form S-3 and any amendments thereto to be filed by Con Edison of New York with the Securities and Exchange Commission to register under the Securities Act of 1933 preferred stock and debt securities of Con Edison of New York.

IN WITNESS WHEREOF, the undersigned has executed this instrument this 8^th day of July 2024.

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Timothy Cawley, Kirkland B. Andrews, Joseph Miller, Yukari Saegusa and Deneen Donnley, and each of them (with full power to act without the others), the true and lawful attorneys-in-fact and agents for and on behalf of the undersigned, and in the undersigned’s name, place and stead, in the undersigned’s capacity as Director, Trustee and/or Officer, as the case may be, of Consolidated Edison, Inc. (“Con Edison”) and Consolidated Edison Company of New York, Inc. (“Con Edison of New York”) to sign (i) one or more post-effective amendments to Con Edison’s Registration Statements on Form S-8, File No. 333-86820, File No. 333-118159, as amended, File No. 333-172385, and File No. 333-197947, each filed under the Securities Act of 1933 and (ii) one or more registration statements on Form S-3 and any amendments thereto to be filed by Con Edison of New York with the Securities and Exchange Commission to register under the Securities Act of 1933 preferred stock and debt securities of Con Edison of New York.

IN WITNESS WHEREOF, the undersigned has executed this instrument as of the date set forth below.

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Timothy Cawley, Kirkland B. Andrews, Joseph Miller, Yukari Saegusa and Deneen Donnley, and each of them (with full power to act without the others), the true and lawful attorneys-in-fact and agents for and on behalf of the undersigned, and in the undersigned’s name, place and stead, in the undersigned’s capacity as Director, Trustee and/or Officer, as the case may be, of Consolidated Edison, Inc. (“Con Edison”) and Consolidated Edison Company of New York, Inc. (“Con Edison of New York”) to sign (i) one or more post-effective amendments to Con Edison’s Registration Statements on Form S-8, File No. 333-86820, File No. 333-118159, as amended, File No. 333-172385, and File No. 333-197947, each filed under the Securities Act of 1933 and (ii) one or more registration statements on Form S-3 and any amendments thereto to be filed by Con Edison of New York with the Securities and Exchange Commission to register under the Securities Act of 1933 preferred stock and debt securities of Con Edison of New York.

IN WITNESS WHEREOF, the undersigned has executed this instrument as of the date set forth below.

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Timothy Cawley, Kirkland B. Andrews, Joseph Miller, Yukari Saegusa and Deneen Donnley, and each of them (with full power to act without the others), the true and lawful attorneys-in-fact and agents for and on behalf of the undersigned, and in the undersigned’s name, place and stead, in the undersigned’s capacity as Director, Trustee and/or Officer, as the case may be, of Consolidated Edison, Inc. (“Con Edison”) and Consolidated Edison Company of New York, Inc. (“Con Edison of New York”) to sign (i) one or more post-effective amendments to Con Edison’s Registration Statements on Form S-8, File No. 333-86820, File No. 333-118159, as amended, File No. 333-172385, and File No. 333-197947, each filed under the Securities Act of 1933 and (ii) one or more registration statements on Form S-3 and any amendments thereto to be filed by Con Edison of New York with the Securities and Exchange Commission to register under the Securities Act of 1933 preferred stock and debt securities of Con Edison of New York.

IN WITNESS WHEREOF, the undersigned has executed this instrument as of the date set forth below.

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Timothy Cawley, Kirkland B. Andrews, Joseph Miller, Yukari Saegusa and Deneen Donnley, and each of them (with full power to act without the others), the true and lawful attorneys-in-fact and agents for and on behalf of the undersigned, and in the undersigned’s name, place and stead, in the undersigned’s capacity as Director, Trustee and/or Officer, as the case may be, of Consolidated Edison, Inc. (“Con Edison”) and Consolidated Edison Company of New York, Inc. (“Con Edison of New York”) to sign (i) one or more post-effective amendments to Con Edison’s Registration Statements on Form S-8, File No. 333-86820, File No. 333-118159, as amended, File No. 333-172385, and File No. 333-197947, each filed under the Securities Act of 1933 and (ii) one or more registration statements on Form S-3 and any amendments thereto to be filed by Con Edison of New York with the Securities and Exchange Commission to register under the Securities Act of 1933 preferred stock and debt securities of Con Edison of New York.

IN WITNESS WHEREOF, the undersigned has executed this instrument as of the date set forth below.

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Timothy Cawley, Kirkland B. Andrews, Joseph Miller, Yukari Saegusa and Deneen Donnley, and each of them (with full power to act without the others), the true and lawful attorneys-in-fact and agents for and on behalf of the undersigned, and in the undersigned’s name, place and stead, in the undersigned’s capacity as Director, Trustee and/or Officer, as the case may be, of Consolidated Edison, Inc. (“Con Edison”) and Consolidated Edison Company of New York, Inc. (“Con Edison of New York”) to sign (i) one or more post-effective amendments to Con Edison’s Registration Statements on Form S-8, File No. 333-86820, File No. 333-118159, as amended, File No. 333-172385, and File No. 333-197947, each filed under the Securities Act of 1933 and (ii) one or more registration statements on Form S-3 and any amendments thereto to be filed by Con Edison of New York with the Securities and Exchange Commission to register under the Securities Act of 1933 preferred stock and debt securities of Con Edison of New York.

IN WITNESS WHEREOF, the undersigned has executed this instrument as of the date set forth below.

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Timothy Cawley, Kirkland B. Andrews, Joseph Miller, Yukari Saegusa and Deneen Donnley, and each of them (with full power to act without the others), the true and lawful attorneys-in-fact and agents for and on behalf of the undersigned, and in the undersigned’s name, place and stead, in the undersigned’s capacity as Director, Trustee and/or Officer, as the case may be, of Consolidated Edison, Inc. (“Con Edison”) and Consolidated Edison Company of New York, Inc. (“Con Edison of New York”) to sign (i) one or more post-effective amendments to Con Edison’s Registration Statements on Form S-8, File No. 333-86820, File No. 333-118159, as amended, File No. 333-172385, and File No. 333-197947, each filed under the Securities Act of 1933 and (ii) one or more registration statements on Form S-3 and any amendments thereto to be filed by Con Edison of New York with the Securities and Exchange Commission to register under the Securities Act of 1933 preferred stock and debt securities of Con Edison of New York.

IN WITNESS WHEREOF, the undersigned has executed this instrument as of the date set forth below.

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Timothy Cawley, Kirkland B. Andrews, Joseph Miller, Yukari Saegusa and Deneen Donnley, and each of them (with full power to act without the others), the true and lawful attorneys-in-fact and agents for and on behalf of the undersigned, and in the undersigned’s name, place and stead, in the undersigned’s capacity as Director, Trustee and/or Officer, as the case may be, of Consolidated Edison, Inc. (“Con Edison”) and Consolidated Edison Company of New York, Inc. (“Con Edison of New York”) to sign (i) one or more post-effective amendments to Con Edison’s Registration Statements on Form S-8, File No. 333-86820, File No. 333-118159, as amended, File No. 333-172385, and File No. 333-197947, each filed under the Securities Act of 1933 and (ii) one or more registration statements on Form S-3 and any amendments thereto to be filed by Con Edison of New York with the Securities and Exchange Commission to register under the Securities Act of 1933 preferred stock and debt securities of Con Edison of New York.

IN WITNESS WHEREOF, the undersigned has executed this instrument this as of the date set forth next to his name.

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Timothy Cawley, Kirkland B. Andrews, Joseph Miller, Yukari Saegusa and Deneen Donnley, and each of them (with full power to act without the others), the true and lawful attorneys-in-fact and agents for and on behalf of the undersigned, and in the undersigned’s name, place and stead, in the undersigned’s capacity as Director, Trustee and/or Officer, as the case may be, of Consolidated Edison, Inc. (“Con Edison”) and Consolidated Edison Company of New York, Inc. (“Con Edison of New York”) to sign (i) one or more post-effective amendments to Con Edison’s Registration Statements on Form S-8, File No. 333-86820, File No. 333-118159, as amended, File No. 333-172385, and File No. 333-197947, each filed under the Securities Act of 1933 and (ii) one or more registration statements on Form S-3 and any amendments thereto to be filed by Con Edison of New York with the Securities and Exchange Commission to register under the Securities Act of 1933 preferred stock and debt securities of Con Edison of New York.

IN WITNESS WHEREOF, the undersigned has executed this instrument as of the date set forth below.

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Timothy Cawley, Kirkland B. Andrews, Joseph Miller, Yukari Saegusa and Deneen Donnley, and each of them (with full power to act without the others), the true and lawful attorneys-in-fact and agents for and on behalf of the undersigned, and in the undersigned’s name, place and stead, in the undersigned’s capacity as Director, Trustee and/or Officer, as the case may be, of Consolidated Edison, Inc. (“Con Edison”) and Consolidated Edison Company of New York, Inc. (“Con Edison of New York”) to sign (i) one or more post-effective amendments to Con Edison’s Registration Statements on Form S-8, File No. 333-86820, File No. 333-118159, as amended, File No. 333-172385, and File No. 333-197947, each filed under the Securities Act of 1933 and (ii) one or more registration statements on Form S-3 and any amendments thereto to be filed by Con Edison of New York with the Securities and Exchange Commission to register under the Securities Act of 1933 preferred stock and debt securities of Con Edison of New York.

IN WITNESS WHEREOF, the undersigned has executed this instrument as of the date set forth below.

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Timothy Cawley, Kirkland B. Andrews, Joseph Miller, Yukari Saegusa and Deneen Donnley, and each of them (with full power to act without the others), the true and lawful attorneys-in-fact and agents for and on behalf of the undersigned, and in the undersigned’s name, place and stead, in the undersigned’s capacity as Director, Trustee and/or Officer, as the case may be, of Consolidated Edison, Inc. (“Con Edison”) and Consolidated Edison Company of New York, Inc. (“Con Edison of New York”) to sign (i) one or more post-effective amendments to Con Edison’s Registration Statements on Form S-8, File No. 333-86820, File No. 333-118159, as amended, File No. 333-172385, and File No. 333-197947, each filed under the Securities Act of 1933 and (ii) one or more registration statements on Form S-3 and any amendments thereto to be filed by Con Edison of New York with the Securities and Exchange Commission to register under the Securities Act of 1933 preferred stock and debt securities of Con Edison of New York.

IN WITNESS WHEREOF, the undersigned has executed this instrument as of the date set forth below.

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Timothy Cawley, Kirkland B. Andrews, Joseph Miller, Yukari Saegusa and Deneen Donnley, and each of them (with full power to act without the others), the true and lawful attorneys-in-fact and agents for and on behalf of the undersigned, and in the undersigned’s name, place and stead, in the undersigned’s capacity as Director, Trustee and/or Officer, as the case may be, of Consolidated Edison, Inc. (“Con Edison”) and Consolidated Edison Company of New York, Inc. (“Con Edison of New York”) to sign (i) one or more post-effective amendments to Con Edison’s Registration Statements on Form S-8, File No. 333-86820, File No. 333-118159, as amended, File No. 333-172385, and File No. 333-197947, each filed under the Securities Act of 1933 and (ii) one or more registration statements on Form S-3 and any amendments thereto to be filed by Con Edison of New York with the Securities and Exchange Commission to register under the Securities Act of 1933 preferred stock and debt securities of Con Edison of New York.

IN WITNESS WHEREOF, the undersigned has executed this instrument as of the date set forth below.

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Timothy Cawley, Kirkland B. Andrews, Joseph Miller, Yukari Saegusa and Deneen Donnley, and each of them (with full power to act without the others), the true and lawful attorneys-in-fact and agents for and on behalf of the undersigned, and in the undersigned’s name, place and stead, in the undersigned’s capacity as Director, Trustee and/or Officer, as the case may be, of Consolidated Edison, Inc. (“Con Edison”) and Consolidated Edison Company of New York, Inc. (“Con Edison of New York”) to sign (i) one or more post-effective amendments to Con Edison’s Registration Statements on Form S-8, File No. 333-86820, File No. 333-118159, as amended, File No. 333-172385, and File No. 333-197947, each filed under the Securities Act of 1933 and (ii) one or more registration statements on Form S-3 and any amendments thereto to be filed by Con Edison of New York with the Securities and Exchange Commission to register under the Securities Act of 1933 preferred stock and debt securities of Con Edison of New York.

IN WITNESS WHEREOF, the undersigned has executed this instrument as of the date set forth below.