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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
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| Date of report (Date of earliest event reported): | August 28, 2025 | |
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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:
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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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).
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
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| Exhibit No. | Registrant(s) | Description |
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| 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 |
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| 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.
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| | PINNACLE WEST CAPITAL CORPORATION |
| | (Registrant) |
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| Dated: September 2, 2025 | | By: /s/ Andrew Cooper |
| | Andrew Cooper |
| | Senior Vice President and |
| | Chief Financial Officer |
