Pinnacle West (NYSE: PNW) files terms for $950M notes sale offering

Rhea-AI Filing Summary

Pinnacle West Capital Corporation and its utility subsidiary Arizona Public Service Company filed an 8-K to add key documents to their shelf registration. The filing includes an underwriting agreement covering an offering of $250,000,000 of 5.70% Notes due 2034 and $700,000,000 of 5.90% Notes due 2055 under an effective Form S-3. Related supplemental indentures, note forms, a legal opinion, and additional information under Item 14 of the registration statement are also listed as exhibits.

Insights

Credit and Capital Structure Analyst

Pinnacle West adds documents for a $950M long-term notes offering.

Pinnacle West and Arizona Public Service Company are updating their shelf registration with exhibits tied to an offering of $250,000,000 5.70% Notes due 2034 and $700,000,000 5.90% Notes due 2055. The documents include an underwriting agreement, supplemental indentures, and the note forms, which together outline terms for this long-dated debt financing.

These fixed-rate notes extend the company’s debt profile out to 2034 and 2055, indicating a focus on long-term funding at stated coupons of 5.70% and 5.90%. Actual effects on leverage, interest expense, and credit metrics will depend on how these notes fit alongside existing obligations and future financings, details that are not provided in this excerpt.

The inclusion of a legal opinion and information related to Item 14 of the Form S-3 supports the validity of the securities and associated liabilities disclosures. Subsequent reports and prospectus materials would typically provide more color on how this debt interacts with capital spending plans and broader balance sheet strategy.

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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 15, 2025

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.

Co-Registrant CIK	0000007286
Co-Registrant Amendment Flag	false
Co-Registrant Form Type	8-K
Co-Registrant Document Period EndDate	2025-08-15
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

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The registrants hereby file the following Exhibits to Registration Statement on Form S-3 (No. 333-277448 and No. 333-277448-01, which became effective on February 28, 2024).

Exhibit  No.		Description		Previously Filed as Exhibit		Date Filed
1.1		Underwriting Agreement dated August 12, 2025, in connection with the offering of $250,000,000 of 5.70% Notes due 2034 and $700,000,000 of 5.90% Notes due 2055
4.1		Thirty-First Supplemental Indenture relating to the issuance of $250,000,000 of 5.70% Notes due 2034		4.1 to Pinnacle West/APS May 9, 2024 Form 8-K Report		5/9/2024
4.2		Thirty-Second Supplemental Indenture relating to the issuance of $700,000,000 of 5.90% Notes due 2055
4.3		Note of 5.70% Notes due 2034
4.4		Note of 5.90% Notes due 2055
5.1		Opinion of Shirley A. Baum, Senior Vice President and General Counsel
99.1		Information relating to Item 14 of the Registration Statement on Form S-3 (No. 333-277448-01)
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: August 15, 2025	By: /s/ Andrew Cooper
	Andrew Cooper
	Senior Vice President and
	Chief Financial Officer
	ARIZONA PUBLIC SERVICE COMPANY
	(Registrant)
Dated: August 15, 2025	By: /s/ Andrew Cooper
	Andrew Cooper
	Senior Vice President and
	Chief Financial Officer

FAQ

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

The companies filed an 8-K to list exhibits added to their Form S-3 shelf registration, including documents tied to an offering of $250,000,000 of 5.70% Notes due 2034 and $700,000,000 of 5.90% Notes due 2055.

What debt securities are associated with Pinnacle Weste28099s latest filing?

The filing references an underwriting agreement for an offering of $250,000,000 of 5.70% Notes due 2034 and $700,000,000 of 5.90% Notes due 2055.

Which registration statement does this 8-K relate to for PNW?

The 8-K relates to the Registration Statement on Form S-3, No. 333-277448 and No. 333-277448-01, which became effective on February 28, 2024.

What key exhibits were filed by Pinnacle West and Arizona Public Service?

Key exhibits include the Underwriting Agreement dated August 12, 2025, supplemental indentures for the 2034 and 2055 notes, the individual note forms, a legal opinion from Shirley A. Baum, and information relating to Item 14 of the Form S-3.

Who signed the Form 8-K for Pinnacle West and Arizona Public Service?

The report was signed for both registrants by Andrew Cooper, Senior Vice President and Chief Financial Officer.

Is Arizona Public Service Company included as a co-registrant in this 8-K?

Yes. Arizona Public Service Company is a co-registrant on this 8-K, with its own CIK and Form 8-K information noted, and it files or furnishes the information that relates to it.