Pinnacle West (NYSE: PNW) extends forward sale settlement to 2026

Rhea-AI Filing Summary

Pinnacle West Capital Corporation reported that on August 28, 2025 it entered into an amendment to its existing forward sale agreements with Wells Fargo Bank, National Association. These forward sale agreements were originally dated February 28, 2024 and February 29, 2024. The amendment sets December 31, 2026 as the settlement date for the Share Forward Transactions, subject to the terms of the original forward sale agreements. The full amendment is filed as Exhibit 10.1 to this report.

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.

Understanding 8-K Material Events →

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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): August 28, 2025

Commission File Number

Exact Name of Registrant as Specified in Charter; State or Other Jurisdiction of Incorporation; Address of Principal Executive Officers, and Zip Code; and Registrant's 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:

☐			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, no par value			PNW			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 1.01    Entry into a Material Definitive Agreement

On August 28, 2025, Pinnacle West Capital Corporation (the “Company”) entered into an amendment (the “Amendment”) to the forward sale agreements (the “Forward Sale Agreements”), dated as of February 28, 2024 and February 29, 2024, respectively, between the Company and Wells Fargo Bank, National Association. The Amendment provides for a December 31, 2026 settlement date for the Share Forward Transactions (as defined in the Amendment), subject to the terms of the Forward Sale Agreements.

The above summary of the Amendment does not purport to be complete and is qualified in its entirety by the Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated by reference herein.

Item 9.01    Financial Statements and Exhibits.

    (d)    Exhibits

Exhibit No.			Registrant(s)			Description
10.1			Pinnacle West			Amendment, dated as of August 28, 2025, to Forward Sale Agreement, dated as of February 28, 2024, and Additional Forward Sale Agreement, dated as of February 29, 2024, between the Company and Wells Fargo Bank, National Association
104			Pinnacle West			104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

    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
						(Registrant)
Dated: September 2, 2025						By: /s/ Andrew Cooper
						Andrew Cooper
						Senior Vice President and
						Chief Financial Officer

FAQ

What did Pinnacle West (PNW) disclose in this 8-K filing?

Pinnacle West Capital Corporation disclosed that it entered into an amendment to its forward sale agreements with Wells Fargo Bank, National Association, establishing a December 31, 2026 settlement date for the Share Forward Transactions.

When did Pinnacle West sign the amendment to the forward sale agreements?

Pinnacle West signed the amendment on August 28, 2025.

Which counterparties are involved in Pinnacle West's amended forward sale agreements?

The amended forward sale agreements are between Pinnacle West Capital Corporation and Wells Fargo Bank, National Association.

What is the new settlement date for Pinnacle West's Share Forward Transactions?

The amendment provides for a December 31, 2026 settlement date for the Share Forward Transactions, subject to the terms of the forward sale agreements.

Where can investors find the full text of the forward sale amendment for Pinnacle West (PNW)?

The full text of the amendment is filed as Exhibit 10.1 to the report and is incorporated by reference.

Does this Pinnacle West 8-K include any financial statements?

Under Item 9.01, the company lists Exhibit 10.1 for the amendment and Exhibit 104 for the cover page interactive data file; no additional financial statements are listed in this excerpt.