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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): |
March 10, 2026 |
|
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 |
|
|
|
| 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 |
|
|
|
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. ¨
This combined Form 8-K is separately filed or furnished by Pinnacle
West Capital Corporation and Arizona Public Service Company. Each registrant is filing or furnishing on its own behalf all of the information
contained in this Form 8-K that relates to such registrant and, where required, its subsidiaries. Except as stated in the preceding sentence,
neither registrant is filing or furnishing any information that does not relate to such registrant, and therefore makes no representation
as to any such information.
| Co-Registrant CIK |
0000007286 |
| Co-Registrant Amendment Flag |
false |
| Co-Registrant Form Type |
8-K |
| Co-Registrant Document Period EndDate |
2026-03-10 |
| Co-Registrant Written Communications |
false |
| Co-Registrant Solicitating Materials |
false |
| Co-Registrant PreCommencement Tender Offer |
false |
| Co-Registrant PreCommencement Issuer Tender Offer |
false |
| Co-Registrant Emerging growth company |
false |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
The registrants hereby file the following Exhibits
to Registration Statement on Form S-3 (No. 333-277448 and No. 333-277448-01, which became effective on February 28,
2024).
Exhibit
No. |
|
Description |
|
Previously
Filed as
Exhibit |
|
Date
Filed |
| |
|
|
|
|
|
|
| 1.1 |
|
Underwriting
Agreement dated March 10, 2026, in connection with the offering of $600,000,000 of 5.10% Notes due 2036 |
|
|
|
|
| |
|
|
|
|
|
|
| 4.1 |
|
Thirty-Third
Supplemental Indenture relating to the issuance of $600,000,000 of 5.10% Notes due 2036 |
|
|
|
|
| |
|
|
|
|
|
|
| 4.2 |
|
Note
of 5.10% Notes due 2036 |
|
|
|
|
| |
|
|
|
|
|
|
| 5.1 |
|
Opinion
of Shirley A. Baum, Senior Vice President, General Counsel and Corporate Secretary |
|
|
|
|
| |
|
|
|
|
|
|
| 99.1 |
|
Information
relating to Item 14 of the Registration Statement on Form S-3 (No. 333-277448-01) |
|
|
|
|
| |
|
|
|
|
|
|
| 104 |
|
104
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
|
|
|
|
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: March 12, 2026 |
|
By: /s/ Andrew Cooper |
| |
|
Andrew Cooper |
| |
|
Senior Vice President and Chief Financial Officer |
| |
|
|
| |
|
ARIZONA PUBLIC SERVICE COMPANY |
| |
|
(Registrant) |
| |
|
|
| Dated: March 12, 2026 |
|
By: /s/ Andrew Cooper |
| |
|
Andrew Cooper |
| |
|
Senior Vice President and Chief Financial Officer |
Exhibit 99.1
Item 14. Other Expenses of Issuance and Distribution.
The expenses, other than underwriting discounts
and commissions, to be incurred by Arizona Public Service Company (“APS”) relating to the offering of $600,000,000 principal
amount of its 5.10% Notes due 2036, under APS’s Registration Statement on Form S-3 (No. 333-277448-01) and a related prospectus
supplement filed with the Securities and Exchange Commission and dated March 10, 2026 are estimated to be as follows:
| Securities and Exchange Commission registration fee | |
$ | 82, 686 | |
| Printing, engraving, and postage expenses | |
$ | 15,000 | |
| Legal fees and expenses | |
$ | 9,500 | |
| Accounting fees and expenses | |
$ | 75,000 | |
| Rating Agency fees | |
$ | 1,300,000 | |
| Transfer Agent and Registrar, Trustee and Depository fees and expenses | |
$ | 10,000 | |
| Blue Sky fees and expenses | |
$ | 2,000 | |
| Total | |
$ | 1,494,186 | |
