Cover and table of contents
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Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
| Commission File Number | Exact name of registrant as specified in its charter; State or other jurisdiction of incorporation or organization; Address of principal executive offices, including zip code; and Registrant’s telephone number, including area code | IRS Employer Identification No. | |||||||||||||||||||||
| 1-8962 | PINNACLE WEST CAPITAL CORPORATION | 86-0512431 | |||||||||||||||||||||
| (an Arizona corporation) | |||||||||||||||||||||||
| 400 North Fifth Street, P.O. Box 53999 | |||||||||||||||||||||||
| Phoenix | Arizona | 85072-3999 | |||||||||||||||||||||
| (602) | 250-1000 | ||||||||||||||||||||||
| 1-4473 | ARIZONA PUBLIC SERVICE COMPANY | 86-0011170 | |||||||||||||||||||||
| (an Arizona corporation) | |||||||||||||||||||||||
| 400 North Fifth Street, P.O. Box 53999 | |||||||||||||||||||||||
| Phoenix | Arizona | 85072-3999 | |||||||||||||||||||||
| (602) | 250-1000 |
Securities registered pursuant to Section 12(b) of the Act:
| Title Of Each Class | Trading Symbol (s) | Name Of Each Exchange On Which Registered | ||||||||||||||||||
| PINNACLE WEST CAPITAL CORPORATION | Common Stock, No Par Value | PNW | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
ARIZONA PUBLIC SERVICE COMPANY Common Stock, Par Value $2.50 per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act
| PINNACLE WEST CAPITAL CORPORATION | Yes | ☒ | No | ☐ | |||||||||||||
| ARIZONA PUBLIC SERVICE COMPANY | Yes | ☒ | No | ☐ |
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
| PINNACLE WEST CAPITAL CORPORATION | Yes | ☐ | No | ☒ | |||||||||||||
| ARIZONA PUBLIC SERVICE COMPANY | Yes | ☐ | No | ☒ |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
| PINNACLE WEST CAPITAL CORPORATION | Yes | ☒ | No | ☐ | |||||||||||||
| ARIZONA PUBLIC SERVICE COMPANY | Yes | ☒ | No | ☐ |
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
| PINNACLE WEST CAPITAL CORPORATION | Yes | ☒ | No | ☐ | |||||||||||||
| ARIZONA PUBLIC SERVICE COMPANY | Yes | ☒ | No | ☐ |
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.
PINNACLE WEST CAPITAL CORPORATION
| Large accelerated filer | ☒ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | ☐ | ||||||||||||||||
| Emerging growth company | ☐ |
ARIZONA PUBLIC SERVICE COMPANY
| Large accelerated filer | ☐ | Accelerated filer | ☐ | Non-accelerated filer | ☒ | Smaller reporting company | ☐ | ||||||||||||||||
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether each registrant is a shell company (as defined in Rule 12b-2 of the Act).
| PINNACLE WEST CAPITAL CORPORATION | Yes | ☐ | No | ☒ | |||||||||||||
| ARIZONA PUBLIC SERVICE COMPANY | Yes | ☐ | No | ☒ |
State the aggregate market value of the voting and non-voting common equity held by non-affiliates, computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of each registrant’s most recently completed second fiscal quarter:
| PINNACLE WEST CAPITAL CORPORATION | $ | 10,673,413,436 | as of June 30, 2025 | ||||||||
| ARIZONA PUBLIC SERVICE COMPANY | $ | 0 | as of June 30, 2025 |
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| PINNACLE WEST CAPITAL CORPORATION | Number of shares of common stock, no par value, outstanding as of February 19, 2026: | 120,905,390 | ||||||
| ARIZONA PUBLIC SERVICE COMPANY | Number of shares of common stock, $2.50 par value, outstanding as of February 19, 2026: | 71,264,947 |
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Pinnacle West Capital Corporation’s definitive Proxy Statement relating to its Annual Meeting of Shareholders to be held on May 14, 2026 are incorporated by reference into Part III hereof.
Arizona Public Service Company meets the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and is therefore filing this form with the reduced disclosure format allowed under General Instruction I(2).
TABLE OF CONTENTS
This combined Form 10-K is separately filed by Pinnacle West Capital Corporation (“Pinnacle West”) and Arizona Public Service Company (“APS”). Any use of the words “Company,” “we,” “us,” and “our” refer to Pinnacle West unless the context otherwise requires. Each registrant is filing on its own behalf all of the information contained in this Form 10-K that relates to such registrant and, where required, its subsidiaries. Except as stated in the preceding sentence, neither registrant is filing any information that does not relate to such registrant, and therefore makes no representation as to any such information. The information required with respect to each company is set forth within the applicable items. Item 8 of this report includes Consolidated Financial Statements of Pinnacle West and Consolidated Financial Statements of APS. Part II, Item 8 also includes Combined Notes to Consolidated Financial Statements.
i
GLOSSARY OF NAMES AND TECHNICAL TERMS
| ACC | Arizona Corporation Commission | ||||
| ADEQ | Arizona Department of Environmental Quality | ||||
| AFUDC | Allowance for funds used during construction | ||||
| AI | Artificial intelligence | ||||
| ANPP | Arizona Nuclear Power Project, also known as Palo Verde | ||||
| APS | Arizona Public Service Company, a subsidiary of the Company | ||||
| ARO | Asset retirement obligations | ||||
| ASRFP | All-source request for proposal | ||||
| ASU | Accounting Standards Update | ||||
| ATM Program | At-the-market equity distribution program | ||||
| Base Fuel Rate | The portion of APS’s retail base rates attributable to fuel and purchased power costs | ||||
| BCE | Bright Canyon Energy Corporation | ||||
| BESS | Battery energy storage system | ||||
| CAISO | California Independent System Operator | ||||
| Captive | Captive Insurance Cell | ||||
| CCR | Coal combustion residuals | ||||
| CCRMU | Coal combustion residuals management unit | ||||
| CCS | Carbon capture and sequestration or utilization controls | ||||
| CERCLA or Superfund | Comprehensive Environmental Response Compensation and Liability Act | ||||
| Cholla | Cholla Power Plant | ||||
| DG | Distributed Generation | ||||
| DOE | United States Department of Energy | ||||
| DSM | Demand Side Management | ||||
| EES | Energy Efficiency Standard | ||||
| El Dorado | El Dorado Investment Company, a subsidiary of the Company | ||||
| ELG | Effluent Limitation Guidelines | ||||
| EPA | United States Environmental Protection Agency | ||||
| FERC | United States Federal Energy Regulatory Commission | ||||
| Four Corners | Four Corners Power Plant | ||||
| FRAM | Formula Rate Adjustment Mechanism | ||||
| GAAP | Accounting principles generally accepted in the United States of America | ||||
| GHG | Greenhouse gas | ||||
| GWh | Gigawatt-hour, one billion watts per hour | ||||
| IRP | Integrated Resource Plan | ||||
| ITC | Investment Tax Credit | ||||
| kV | Kilovolt, one thousand volts | ||||
| kWh | Kilowatt-hour, one thousand watts per hour | ||||
| LFCR | Lost Fixed Cost Recovery Mechanism | ||||
| MW | Megawatt, one million watts | ||||
| MWh | Megawatt-hour, one million watts per hour | ||||
| NAAQS | National Ambient Air Quality Standards | ||||
| Native Load | Retail and wholesale sales supplied under traditional cost-based rate regulation | ||||
| Navajo Plant | Navajo Generating Station | ||||
| NERC | North American Electric Reliability Corporation | ||||
| NPDES | National Pollutant Discharge Elimination System | ||||
| NRC | United States Nuclear Regulatory Commission | ||||
| NTEC | Navajo Transitional Energy Company, LLC | ||||
| NEIL | Nuclear Electric Insurance Limited | ||||
| Ocotillo | Ocotillo Power Plant | ||||
| Palo Verde | Palo Verde Generating Station or PVGS | ||||
| PFAS | Per- and polyfluoroalkyl compounds | ||||
| Pinnacle West | Pinnacle West Capital Corporation (any use of the words “Company,” “we,” “us,” and “our” refer to Pinnacle West unless the context requires otherwise) |
ii
| PNW Power | Pinnacle West Power, LLC, a subsidiary of the Company | ||||
| PPA | Power purchase agreement | ||||
| PSA | Power Supply Adjustor | ||||
| PTC | Production tax credit | ||||
| RCRA | Resource Conservation and Recovery Act | ||||
| Redhawk | Redhawk Power Plant | ||||
| RES | Renewable Energy Standard | ||||
| ROD | Record of Decision | ||||
| ROO | Recommended Opinion and Order | ||||
| Salt River Project or SRP | Salt River Project Agricultural Improvement and Power District | ||||
| SCE | Southern California Edison Company | ||||
| SEC | United States Securities and Exchange Commission | ||||
| SPP | Southwest Power Pool | ||||
| SRB | System Reliability Benefit Mechanism | ||||
| Sundance | Sundance Power Plant | ||||
| TCA | Transmission cost adjustor | ||||
| TEAM | Tax expense adjustor mechanism | ||||
| VIE | Variable interest entity | ||||
| WEIM | Western Energy Imbalance Market |
iii
FORWARD-LOOKING STATEMENTS
This document contains forward-looking statements based on current expectations. These forward-looking statements are often identified by words such as “estimate,” “predict,” “may,” “believe,” “plan,” “expect,” “require,” “intend,” “assume,” “project,” “anticipate,” “goal,” “seek,” “strategy,” “likely,” “should,” “will,” “could,” and similar words. Because actual results may differ materially from expectations, we caution readers not to place undue reliance on these statements. A number of factors could cause future results to differ materially from historical results, or from outcomes currently expected or sought by Pinnacle West or APS. In addition to the Risk Factors described in Part I, Item 1A and in Part II, Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this report, these factors include, but are not limited to:
-
our ability to achieve timely and adequate rate recovery of our costs through our regulated rates and adjustor recovery mechanisms, including returns on and of debt and equity capital investment;
-
the impacts of federal, state, and local laws, judicial decisions, statutes, regulations, and FERC, NRC, EPA, ACC, and other agency requirements, including as they are changed by legislative and regulatory action as well as executive orders, such as those relating to tax, environment, energy, nuclear plants, and deregulation of the retail electric market;
-
our operation of Palo Verde is subject to substantial regulatory oversight and potentially significant liabilities and capital expenditures;
-
we are subject to numerous environmental laws and changes to existing laws, or new laws, may increase our costs and impact our business;
-
the potential effects of climate change on our electric system, including as a result of weather extremes, such as prolonged drought and high temperature variations in the area where APS conducts its business, as well as the impacts of policy and regulatory changes introduced to address climate change;
-
co-owners of our jointly owned generation and transmission facilities may have unaligned goals;
-
the willingness or ability of counterparties, participants, and landowners to meet contractual or other obligations or extend the rights for continued generation and transmission operations;
-
deregulation of the electric industry and other factors, such as large customers developing large, utility scale generation to serve their energy needs, may result in increased competition;
-
variations in demand for electricity, including those due to weather, seasonality (including large increases in ambient temperatures), the general economy or social conditions, customer and sales growth (or decline), data center growth (or lack thereof), including to support the AI industry, the effects of energy conservation measures and DG, and technological advancements;
-
wildfires, including those arising as a result of climate change, extreme weather events, or the expansion of the wildland urban interface;
-
generation, transmission, and distribution facilities and system operating costs, conditions, performance, and outages;
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our ability and efforts to meet current and anticipated future needs for generation and transmission and distribution facilities in our region at reliable levels, including factors affecting our ability to acquire and develop new resources to serve this load as well as difficulties in accurately forecasting load growth, particularly from high load energy users;
-
availability of fuel and water supplies as well as the volatility and costs of fuel and purchased power;
-
the direct or indirect effect on our facilities or business from cybersecurity threats or intrusions, data security breaches, terrorist attack, physical attack, severe storms, or other catastrophic events, such as fires, explosions, pandemic health events, or similar occurrences;
-
risks inherent in the operation of nuclear facilities, including spent fuel disposal uncertainty;
-
the development of new technologies and the impact they have on the retail and wholesale electricity market and the impacts of our adoption or failure to adopt such technologies;
-
the availability and retention of qualified personnel and the need to negotiate collective bargaining agreements with union employees;
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the cost of debt, including increased cost as a result of rising interest rates, and equity capital and our ability to access capital markets when required as well as the impacts a credit rating downgrade would have on us;
-
the investment performance of the assets of our nuclear decommissioning trust, captive insurance cell, coal mine reclamation escrow, pension, and other postretirement benefit plans, and the resulting impact on future funding requirements;
-
Pinnacle West’s cash flow depends on the performance of APS and its ability to make dividends and distributions;
-
potential shortfalls in insurance coverage;
-
Pinnacle West’s ability to meet its debt service obligation could be adversely affected because its debt securities are structurally subordinated to the debt securities and obligations of its subsidiaries;
-
the liquidity of wholesale power markets and the use of derivative contracts in our business;
-
policy changes in Arizona or other states through ballot initiatives or referenda may increase our cost or operations or affect our business plans;
-
general economic conditions, such as tariffs, inflation, and other supply chain constraints, as well as uncertainties associated with the current and future economic environment and conditions in Arizona; and
-
disruptions in financial markets could adversely affect our cost of and access to credit and capital markets.
These and other factors are discussed in the Risk Factors described in Part I, Item 1A of this report, and in Part II, Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this report, which readers should review carefully before placing any reliance on our financial statements or disclosures. Neither Pinnacle West nor APS assumes any obligation to update these statements, even if our internal estimates change, except as required by law.
PART I