Pinnacle West Capital (PNW) launches $500M at-the-market and forward sale plan

Q: What equity program did Pinnacle West Capital (PNW) establish on August 4, 2026?

Pinnacle West Capital entered an Equity Distribution Agreement supporting “at the market” and forward sales of its common stock with an aggregate gross sales price of up to $500,000,000 . Sales can occur through appointed managers acting as agents or principals and via forward sale agreements.

Q: How will Pinnacle West Capital (PNW) use proceeds from the Equity Distribution Agreement?

Net proceeds are intended for investment in Arizona Public Service Company to fund capital expenditures, repayment of Pinnacle West’s or APS’s commercial paper outstanding from time to time, and for general corporate purposes, after deducting commissions and offering expenses.

Q: Does Pinnacle West Capital (PNW) receive immediate proceeds from forward stock sales?

Pinnacle West will not initially receive proceeds from the sale of borrowed shares by forward sellers. It expects to receive net cash only upon physical settlement of each Forward Sale Agreement, based on an adjusted forward sale price for the shares delivered.

Q: Under what registration is Pinnacle West Capital’s (PNW) equity program established?

The share sales are registered under a Form S-3 shelf registration , Registration No. 333-277448 , as supplemented by a Prospectus Supplement dated August 4, 2026 specifically relating to the shares offered under the Equity Distribution Agreement.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Pinnacle West Capital Corporation entered into an Equity Distribution Agreement allowing “at the market” and related forward sales of its common stock with an aggregate gross sales price of up to $500,000,000. Sales may be made through designated managers as agents or principals, or via forward sale arrangements with affiliated forward purchasers and sellers.

Managers and forward sellers may receive commissions of up to 1% of the gross sales price. The company will not initially receive proceeds from borrowed share sales used to hedge forward agreements but expects cash upon physical settlement based on an adjusted forward sale price. Net proceeds from direct sales and any forward settlements are intended for investment in Arizona Public Service Company to fund capital expenditures, repayment of Pinnacle West’s or APS’s commercial paper, and general corporate purposes. The shares are registered under a Form S-3 shelf (Registration No. 333-277448) and a Prospectus Supplement dated August 4, 2026.

Filing Explained

The $500,000,000 ceiling is available but uncommitted; any holder dilution depends on shares being issued.

On August 4, 2026, the Form 8-K reports that Pinnacle West entered an agreement creating capacity to sell up to $500,000,000 of common stock, but the arrangement is not a completed issuance and the company is not required to sell.

If shares are ultimately issued, the total share count would rise and existing holders' percentage ownership would fall absent offsetting changes; this filing alone does not establish that dilution has occurred.

For a forward sale, the company expects physical settlement for cash, but cash or net-share settlement could instead leave it with no proceeds and create a cash or share obligation, respectively.

The amount and timing remain unresolved because the company may suspend sales, while the managers and forward sellers are not required to sell any specific number or dollar amount.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Equity program capacity: $500,000,000 aggregate gross sales price Manager commission rate: up to 1% of gross sales price per share Forward seller commission rate: up to 1% of gross sales prices +2 more

5 metrics

Equity program capacity $500,000,000 aggregate gross sales price Maximum aggregate gross sales price of common stock under the Equity Distribution Agreement and any Forward Sale Agreement

Manager commission rate up to 1% of gross sales price per share Commission payable to each manager on shares sold under the Equity Distribution Agreement

Forward seller commission rate up to 1% of gross sales prices Commission for forward sellers, reflected as a reduced initial forward sale price on borrowed shares

Shelf registration number Registration No. 333-277448 Form S-3 shelf registration covering the offer and sale of the shares

Agreement date August 4, 2026 Date Pinnacle West Capital entered into the Equity Distribution Agreement

Key Terms

Equity Distribution Agreement, at the market offering, Master Forward Confirmation, Forward Sale Agreement, +1 more

5 terms

Equity Distribution Agreement financial

"entered into an Equity Distribution Agreement with BMO Capital Markets Corp., BTIG, LLC"

An equity distribution agreement is a formal plan between a company and financial institutions to sell newly issued shares of the company's stock to investors over a period of time. It helps the company raise money gradually, similar to filling a container with water in stages, rather than all at once. For investors, it provides an organized way to buy shares and can influence the stock's supply and price.

at the market offering regulatory

"deemed to be an “at the market offering” as defined in Rule 415"

An at-the-market offering is a way a company raises cash by selling newly issued shares directly into the open market at prevailing prices, rather than all at once in a single deal. Think of it like turning a faucet on to drip shares into trading at current prices when needed; it gives the company flexibility to raise funds over time but can dilute existing shareholders and potentially affect the stock price, which investors should monitor.

Master Forward Confirmation financial

"pursuant to master forward confirmations entered into between the Company and the relevant Forward Purchaser"

Forward Sale Agreement financial

"related supplemental confirmations to be entered into between the Company and the relevant Forward Purchaser pursuant thereto (collectively, a “Forward Sale Agreement”)"

A forward sale agreement is a contract where a holder of securities or assets agrees to sell them at a fixed price on a specific future date, like a farmer locking in a price for next season’s crop. For investors this matters because it creates predictable future cash or supply and reduces price uncertainty, but it can limit upside if prices rise and introduces risk if the other party fails to deliver or payment affects shareholder value through dilution or financing choices.

commercial paper financial

"for the repayment of all or a portion of the Company’s or APS’s commercial paper outstanding"

Short-term IOUs issued by companies to raise cash quickly, sold to investors for a fixed, brief period (usually up to a few months) and repaid with interest at maturity. Think of it as a business borrowing from the public without putting up collateral, like a friend asking to borrow money for a few weeks with a promise to pay back a bit more. Investors watch commercial paper to gauge a company’s short-term funding health and credit risk; difficulty issuing it or rising yields can signal liquidity stress or higher perceived risk.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/04/2026 - 09:01 AM Accepted by SEC EDGAR 08/04/2026 - 09:01 AM

FAQ

What equity program did Pinnacle West Capital (PNW) establish on August 4, 2026?

Pinnacle West Capital entered an Equity Distribution Agreement supporting “at the market” and forward sales of its common stock with an aggregate gross sales price of up to $500,000,000. Sales can occur through appointed managers acting as agents or principals and via forward sale agreements.

How large is Pinnacle West Capital’s (PNW) new stock sale capacity?

The program permits sales of Pinnacle West common stock with an aggregate gross sales price of up to $500,000,000. This limit applies collectively to shares sold through managers and forward sellers under the Equity Distribution Agreement and any related Forward Sale Agreements.

How will Pinnacle West Capital (PNW) use proceeds from the Equity Distribution Agreement?

Net proceeds are intended for investment in Arizona Public Service Company to fund capital expenditures, repayment of Pinnacle West’s or APS’s commercial paper outstanding from time to time, and for general corporate purposes, after deducting commissions and offering expenses.

What commissions are paid under Pinnacle West Capital’s (PNW) Equity Distribution Agreement?

Each manager may receive a commission of up to 1% of the gross sales price per share on direct sales. In forward sales, the forward seller’s commission is also up to 1%, reflected as a reduction in the initial forward sale price on borrowed shares sold.

Does Pinnacle West Capital (PNW) receive immediate proceeds from forward stock sales?

Pinnacle West will not initially receive proceeds from the sale of borrowed shares by forward sellers. It expects to receive net cash only upon physical settlement of each Forward Sale Agreement, based on an adjusted forward sale price for the shares delivered.

Under what registration is Pinnacle West Capital’s (PNW) equity program established?

The share sales are registered under a Form S-3 shelf registration, Registration No. 333-277448, as supplemented by a Prospectus Supplement dated August 4, 2026 specifically relating to the shares offered under the Equity Distribution Agreement.

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):

August 4, 2026

Commission File Number	Exact Name of Registrant as Specified in Charter; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices, and Zip Code; and 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

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 (see General Instruction A.2. below):

¨	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 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 1.01.

Entry into a Material Definitive Agreement.

On August 4, 2026, Pinnacle West Capital Corporation (the “Company”) entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with BMO Capital Markets Corp., BTIG, LLC, Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC and Truist Securities, Inc., as managers (each, a “Manager” and, collectively, the “Managers”), Bank of Montreal, Citibank, N.A., Morgan Stanley & Co. LLC, Nomura Global Financial Products, Inc., Royal Bank of Canada, The Bank of Nova Scotia, The Toronto-Dominion Bank and Truist Bank or one or more of their respective affiliates, as forward purchasers (in such capacity, each, a “Forward Purchaser” and, collectively, the “Forward Purchasers”), and BMO Capital Markets Corp., Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, Nomura Securities International, Inc. (acting through BTIG, LLC as agent), RBC Capital Markets, LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC and Truist Securities, Inc., as forward sellers (in such capacity, each, a “Forward Seller” and, collectively, the “Forward Sellers”), relating to the offer and sale from time to time of shares of the Company’s common stock, no par value, having an aggregate gross sales price of up to $500,000,000 (the “Shares”).

Sales of the Shares made under the Equity Distribution Agreement, if any, may be made by any method permitted by applicable law and deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including by means of ordinary brokers’ transactions through the facilities of the New York Stock Exchange or through a market maker or directly on or through an electronic communications network, at market prices prevailing at the time of sale or at prices related to prevailing market prices. In addition, the Shares may be offered and sold by such other methods, including privately negotiated transactions (including block transactions), as the Company and the Managers or the Forward Sellers agree to in writing. The Company may also sell Shares to one or more of the Managers, as principal for their own accounts, at a price to be agreed upon at the time of sale. Each Manager will receive from the Company a commission of up to 1% of the gross sales price per share for any Shares sold by it under the Equity Distribution Agreement.

The Equity Distribution Agreement provides that, in addition to the issuance and sale of Shares by the Company to or through the Managers, the Company may also enter into one or more forward sale agreements pursuant to master forward confirmations entered into between the Company and the relevant Forward Purchaser, a form of which is attached to the Equity Distribution Agreement as Exhibit C thereto (each, a “Master Forward Confirmation”), and related supplemental confirmations to be entered into between the Company and the relevant Forward Purchaser pursuant thereto (collectively, a “Forward Sale Agreement”). In connection with any Forward Sale Agreement, the relevant Forward Purchaser will borrow from third parties and, through its affiliated Forward Seller, or in the case of Nomura Securities International, Inc., through its agent, BTIG, LLC, sell a number of Shares equal to the number of Shares underlying the particular Forward Sale Agreement. In connection with any Forward Sale Agreement, the relevant Forward Seller will receive, in the form of a reduced initial forward sale price under the related Forward Sale Agreement, a commission of up to 1% of the gross sales prices of all borrowed shares of the Company’s common stock sold during the applicable forward hedge selling period by it as Forward Seller (which commission, in the case of Nomura Securities International, Inc., may be shared with its agent, BTIG, LLC).

In no event will the aggregate number of Shares sold through the Managers or the Forward Sellers under the Equity Distribution Agreement and under any Forward Sale Agreement have an aggregate gross sales price in excess of $500,000,000. The Company has no obligation to offer or sell any Shares under the Equity Distribution Agreement and may at any time suspend offers and sales under the Equity Distribution Agreement. The offer and sale of Shares pursuant to the Equity Distribution Agreement will terminate upon the earlier of (1) the sale of all Shares subject to the Equity Distribution Agreement or (2) the termination of the Equity Distribution Agreement by the Company or by the Managers, the Forward Purchasers and the Forward Sellers.

The net proceeds that the Company receives from the sales of Shares under the Equity Distribution Agreement from the Managers will be the gross proceeds received from such sales less the commissions and less any other costs the Company may incur in issuing and/or selling Shares. The Managers and the Forward Sellers are not required to sell any specific number or dollar amount of the Shares. Subject to the terms and conditions of the Equity Distribution Agreement, each of the Managers and the Forward Sellers will use commercially reasonable efforts to sell on the Company’s behalf any Shares as instructed by the Company. The Company will not initially receive any proceeds from the sale of borrowed shares of its common stock by the Forward Sellers. The Company expects to fully physically settle each particular Forward Sale Agreement (by delivery of Shares) with the relevant Forward Purchaser on one or more dates specified by the Company on or prior to the maturity date of that particular Forward Sale Agreement, in which case the Company will expect to receive aggregate net cash proceeds at settlement equal to the number of Shares underlying the particular Forward Sale Agreement multiplied by the relevant forward sale price. The forward sale price that the Company expects to receive upon physical settlement of a particular Forward Sale Agreement will be subject to adjustment on a daily basis based on a floating interest rate factor equal to the overnight bank rate less a spread and will be decreased based on amounts related to expected dividends on shares of its common stock during the term of the particular Forward Sale Agreement. If the Company elects to cash settle or net share settle a Forward Sale Agreement, it may not (in the case of cash settlement) or will not (in the case of net share settlement) receive any proceeds, and the Company may owe cash (in the case of cash settlement) or Shares (in the case of net share settlement) to the relevant Forward Purchaser.

The Equity Distribution Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under which the Company and the Managers, the Forward Purchasers and the Forward Sellers have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act. The Company intends to use the net proceeds from any sale of the Shares, after deducting the Managers’ commission and the Company’s offering expenses, and the net proceeds payable upon settlement of any Forward Sale Agreement, in each case, for investment in Arizona Public Service Company (“APS”) to fund capital expenditures, for the repayment of all or a portion of the Company’s or APS’s commercial paper outstanding from time to time and for general corporate purposes.

The offer and sale of the Shares have been registered under the Securities Act pursuant to a Registration Statement on Form S-3 (Registration No. 333-277448) of the Company, as supplemented by the Prospectus Supplement dated August 4, 2026 relating to the Shares.

The summary of the Equity Distribution Agreement set forth in this Item 1.01 does not purport to be complete and is qualified by reference to such agreement, including the form of Master Forward Confirmation attached as Exhibit C thereto, which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT NUMBER		EXHIBIT DESCRIPTION
1.1		Equity Distribution Agreement, dated August 4, 2026, among Pinnacle West Capital Corporation and BMO Capital Markets Corp., BTIG, LLC, Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC and Truist Securities, Inc., as managers, Bank of Montreal, Citibank, N.A., Morgan Stanley & Co. LLC, Nomura Global Financial Products, Inc., Royal Bank of Canada, The Bank of Nova Scotia, The Toronto-Dominion Bank and Truist Bank or one or more of their respective affiliates, as forward purchasers, and BMO Capital Markets Corp., Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, Nomura Securities International, Inc. (acting through BTIG, LLC as agent), RBC Capital Markets, LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC and Truist Securities, Inc., as forward sellers.

5.1		Opinion of Snell & Wilmer L.L.P.

23.1		Consent of Snell & Wilmer L.L.P. (included in Exhibit 5.1 hereto).

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

SIGNATURE

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

	PINNACLE WEST CAPITAL CORPORATION

Date: August 4, 2026	By:	/s/ Andrew Cooper
		Andrew Cooper
		Senior Vice President and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents

Co-Registrant CIK	0000007286
Co-Registrant Amendment Flag	false
Co-Registrant Form Type	8-K
Co-Registrant Document Period EndDate	2026-08-04
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