Pinnacle West Capital Corporation filed SEC Form 8-K: Financial Statements and Exhibits

 

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