Pinnacle West Capital 8-K 2025-05-12

Filed 2025-05-15. 1 sections, 5K characters. Original on sec.gov · Markdown · JSON

Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

	Date of report (Date of earliest event reported):	May 12, 2025

Commission File Number	Exact Name of Each Registrant as specified in its charter; State of Incorporation; Address; and Telephone Number		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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	PNW	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

	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. ¨

Item 9.01.	Financial Statements and Exhibits.

	(d)	Exhibits.

The registrant hereby files the following Exhibits to Registration Statement on Form S-3 (No. 333-277448, which became effective on February 28, 2024).

Exhibit No.		Description		Previously Filed as Exhibit		Date Filed

1.1		Underwriting Agreement dated May 12, 2025, in connection with the offering of $400,000,000 of 4.90% Senior Notes Due 2028 and 5.15% Senior Notes Due 2030

4.1		Sixth Supplemental Indenture relating to the issuance of $400,000,000 of 4.90% Senior Notes Due 2028 and $400,000,000 of 5.15% Senior Notes Due 2030

4.2		Specimen Note of 4.90% Senior Notes due 2028

4.3		Specimen Note of 5.15% Senior Notes due 2030

5.1		Opinion of Shirley Baum, Senior Vice President and General Counsel

99.1		Information relating to Item 14 of the Registration Statement on Form S-3 (No. 333-277448)

104		104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PINNACLE WEST CAPITAL CORPORATION
	(Registrant)


Dated: May 15, 2025	By: /s/ Andrew Cooper
	Andrew Cooper
	Senior Vice President and
	Chief Financial Officer