What key documents does Pinnacle West (PNW) file with this 8-K related to the 2029 notes?

Pinnacle West files an underwriting agreement, a seventh supplemental indenture, and a specimen note for the 4.650% Senior Notes due 2029. It also files a legal opinion, information relating to Item 14 of the Form S-3, and the cover page Inline XBRL data file.

Pinnacle West sells $500,000,000 2029 senior notes

Pinnacle West Capital Corporation is documenting an offering of $500,000,000 principal amount of 4.650% Senior Notes due 2029 under its existing shelf registration on Form S-3.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

Pinnacle West Capital Corporation is documenting an offering of $500,000,000 principal amount of 4.650% Senior Notes due 2029 under its existing shelf registration on Form S-3. The company files the underwriting agreement, a seventh supplemental indenture, a specimen note, and related legal and information exhibits.

Exhibit 99.1 estimates issuance and distribution expenses, excluding underwriting discounts and commissions, at $1,304,241. The largest component is rating agency fees of $1,125,000, alongside Securities and Exchange Commission registration fees of $68,991, accounting, legal, printing, and various trustee and depository costs.

8-K Event Classification

Item 9.01 — Financial Statements and Exhibits

1 item

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Senior Notes principal: $500,000,000 Coupon rate: 4.650% Total issuance expenses: $1,304,241 +5 more

8 metrics

Senior Notes principal $500,000,000 Principal amount of 4.650% Senior Notes due 2029

Coupon rate 4.650% Interest rate on Senior Notes due 2029

Total issuance expenses $1,304,241 Estimated expenses excluding underwriting discounts and commissions

Rating agency fees $1,125,000 Largest single expense item for the notes offering

SEC registration fee $68,991 Securities and Exchange Commission registration fee for the offering

Accounting fees $75,000 Accounting fees and expenses related to issuance

Printing and postage $15,000 Printing, engraving, and postage expenses

Transfer/trustee/depository fees $10,750 Transfer agent, registrar, trustee and depository fees

Key Terms

Senior Notes, Supplemental Indenture, Registration Statement on Form S-3, Securities and Exchange Commission registration fee, +1 more

5 terms

Senior Notes financial

"offering of $500,000,000 of 4.650% Senior Notes Due 2029"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

Supplemental Indenture financial

"Seventh Supplemental Indenture relating to the issuance of $500,000,000"

A supplemental indenture is a written amendment to the original bond agreement that changes specific terms of a debt contract, such as payment schedules, interest rates, collateral or covenant protections. Investors care because it alters the legal rights and risks tied to a security — like renegotiating a mortgage where the lender and borrower agree to new rules — and can affect a bond’s credit quality, yield and market value.

Registration Statement on Form S-3 regulatory

"under the Company’s Registration Statement on Form S-3 (No. 333-277448)"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

Securities and Exchange Commission registration fee regulatory

"Securities and Exchange Commission registration fee $ 68,991"

Rating Agency fees financial

"Rating Agency fees $ 1,125,000"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What securities is Pinnacle West (PNW) offering in this 8-K filing?

Pinnacle West is offering $500,000,000 principal amount of 4.650% Senior Notes due 2029. These notes are issued under its effective Registration Statement on Form S-3 and a related prospectus supplement dated June 1, 2026.

How much will Pinnacle West (PNW) pay in expenses for the 2029 notes offering?

Estimated expenses for the 4.650% Senior Notes due 2029 total $1,304,241. This figure excludes underwriting discounts and commissions and covers regulatory fees, legal and accounting costs, rating agency charges, and transfer agent, trustee, and depository expenses.

What are the largest cost components in Pinnacle West’s (PNW) note issuance expenses?

The largest cost is rating agency fees of $1,125,000. Other notable expenses include a $68,991 Securities and Exchange Commission registration fee, $75,000 in accounting fees, $15,000 for printing and postage, plus legal and trustee-related costs.

Under which registration statement are Pinnacle West’s 2029 notes being issued?

The 4.650% Senior Notes due 2029 are issued under Pinnacle West’s Registration Statement on Form S-3, No. 333-277448. That registration statement became effective on February 28, 2024 and supports this $500,000,000 offering.

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

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Accepted by SEC EDGAR 06/05/2026 - 04:02 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 1, 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

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 June 1, 2026, in connection with the offering of $500,000,000 of 4.650% Senior Notes Due 2029

4.1	Seventh Supplemental Indenture relating to the issuance of $500,000,000 of 4.650% Senior Notes Due 2029

4.2	Specimen Note of 4.650% Senior Notes due 2029

5.1	Opinion of Shirley 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)

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: June 5, 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 Pinnacle West Capital Corporation (the “Company”) relating to the offering of $500,000,000 principal amount of its 4.650% Senior Notes due 2029, under the Company’s Registration Statement on Form S-3 (No. 333-277448) and a related prospectus supplement filed with the Securities and Exchange Commission and dated June 1, 2026 are estimated to be as follows:

Securities and Exchange Commission registration fee	$	68,991
Printing, engraving, and postage expenses	$	15,000
Legal fees and expenses	$	9,500
Accounting fees and expenses	$	75,000
Rating Agency fees	$	1,125,000
Transfer Agent and Registrar, Trustee and Depository fees and expenses	$	10,750
Total	$	1,304,241

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

8 documents

Press Releases

EX-99.1 EXHIBIT 99.1 5.6 KB