Pinnacle West sets $1.5M deferred award for executive

Pinnacle West Capital Corporation and its subsidiary Arizona Public Service Company report approval of a new deferred compensation award for executive Adam Heflin.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Pinnacle West Capital Corporation and its subsidiary Arizona Public Service Company report approval of a new deferred compensation award for executive Adam Heflin. On June 23, 2026, the Human Resources Committee approved a Discretionary Credit Award Agreement under the company’s 2005 deferred compensation plan.

The agreement provides for a total of $1.5 million in discretionary credits to an account for Mr. Heflin, credited as $300,000 on each of July 1, 2026 and 2027, $400,000 on July 1, 2028, and $500,000 on July 1, 2029, if he remains employed on each date. The account will vest on May 1, 2030, subject to continued employment, and will accrue interest per the plan, with forfeiture generally applying if employment ends before vesting except in specified cases such as death, disability, or termination without cause.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Total discretionary credit award: $1.5 million First scheduled credit: $300,000 Second scheduled credit: $300,000 +4 more

7 metrics

Total discretionary credit award $1.5 million Aggregate credits to Adam Heflin’s Discretionary Credit Account

First scheduled credit $300,000 Credited on July 1, 2026 if still employed

Second scheduled credit $300,000 Credited on July 1, 2027 if still employed

Third scheduled credit $400,000 Credited on July 1, 2028 if still employed

Fourth scheduled credit $500,000 Credited on July 1, 2029 if still employed

Vesting date May 1, 2030 Account vests if Heflin remains employed through this date

Approval date June 23, 2026 Human Resources Committee approval of the Agreement

Key Terms

Discretionary Credit Award Agreement, Deferred Compensation Plan of 2005, Discretionary Credit Account, vests, +1 more

5 terms

Discretionary Credit Award Agreement financial

"approved a Discretionary Credit Award Agreement (the “Agreement”) for Adam Heflin"

Deferred Compensation Plan of 2005 financial

"pursuant to Section 3.9 of the Deferred Compensation Plan of 2005 for Employees"

Discretionary Credit Account financial

"credited to a Discretionary Credit Account (the “Account”) established for the benefit"

vests financial

"The Account vests on May 1, 2030 provided that Mr. Heflin remains employed"

termination without cause financial

"forfeited, except in the event of death, disability, or termination without cause"

FAQ

What executive compensation change did Pinnacle West (PNW) disclose in this 8-K?

Pinnacle West disclosed a new Discretionary Credit Award Agreement for executive Adam Heflin, providing $1.5 million in deferred compensation credits under its 2005 deferred compensation plan, contingent on continued employment through specified future crediting and vesting dates.

How much is Adam Heflin’s discretionary credit award at Pinnacle West (PNW)?

The discretionary credit award totals $1.5 million. It will be credited to a deferred compensation account over four years, with scheduled credits of $300,000 in 2026 and 2027, $400,000 in 2028, and $500,000 in 2029, subject to ongoing employment conditions.

When do the discretionary credits for Adam Heflin at Pinnacle West (PNW) vest?

The discretionary credits vest on May 1, 2030. Vesting requires that Adam Heflin remain employed with Arizona Public Service Company through that date, with certain exceptions for death, disability, or termination without cause described in the agreement and plan.

What are the employment conditions tied to Adam Heflin’s deferred award at PNW?

Each scheduled credit requires that Adam Heflin be employed with Arizona Public Service Company on the relevant crediting date. If he leaves before the May 1, 2030 vesting date, credited amounts are generally forfeited, except in cases of death, disability, or termination without cause.

Does Adam Heflin’s discretionary credit account at Pinnacle West (PNW) earn interest?

Yes, the discretionary credit account will accrue interest. Interest is determined in accordance with the terms of the Deferred Compensation Plan of 2005 for Employees of Pinnacle West Capital Corporation and Affiliates, which governs how credits and earnings are handled.

Which subsidiaries are parties to the Discretionary Credit Award Agreement disclosed by Pinnacle West (PNW)?

The agreement involves Pinnacle West Capital Corporation and its subsidiary Arizona Public Service Company. The Discretionary Credit Award Agreement is between Arizona Public Service Company and executive Adam Heflin and is filed as Exhibit 10.1 to the current report.

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Accepted by SEC EDGAR 06/29/2026 - 04:03 PM

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):			June 23, 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.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 23, 2026, the Human Resources Committee of the Board of Directors of Pinnacle West Capital Corporation (“Pinnacle West”) approved a Discretionary Credit Award Agreement (the “Agreement”) for Adam Heflin, Executive Vice President and Chief Nuclear Officer of Arizona Public Service Company (“APS”) and a named executive officer of Pinnacle West. The award was granted pursuant to Section 3.9 of the Deferred Compensation Plan of 2005 for Employees of Pinnacle West Capital Corporation and Affiliates (the “Plan”).

Under the terms of the Agreement, discretionary credits in the aggregate amount of $1.5 million will be credited to a Discretionary Credit Account (the “Account”) established for the benefit of Mr. Heflin according to the following schedule, provided Mr. Heflin remains employed with APS on each such crediting date: $300,000 on each of July 1, 2026 and 2027; $400,000 on July 1, 2028; and $500,000 on July 1, 2029. The Account vests on May 1, 2030 provided that Mr. Heflin remains employed with APS through such date. The amounts in the Account will accrue interest in accordance with the terms of the Plan. If Mr. Heflin separates from service prior to the vesting date, the amounts previously credited to the Discretionary Credit Account will be forfeited, except in the event of death, disability, or termination without cause.

The foregoing description is qualified in its entirety by reference to the Plan and the Agreement, a copy of which is filed as Exhibit 10.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.	Registrant(s)	Description

10.1	Pinnacle West Arizona Public Service Company	Discretionary Credit Award Agreement, dated June 23, 2026, by and between APS and Adam Heflin

104	Pinnacle West Arizona Public Service Company	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: June 29, 2026						By: /s/ Shirley A. Baum
						Shirley A. Baum
						Senior Vice President, General Counsel and
						Corporate Secretary

						ARIZONA PUBLIC SERVICE COMPANY
						(Registrant)



Dated: June 29, 2026						By: /s/ Shirley A. Baum
						Shirley A. Baum
						Senior Vice President, General Counsel and
						Corporate Secretary

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 EX-10.1 25.3 KB