Pinnacle West Capital Corp Files 8-K/A Amendment

TL;DR

PNW filed an 8-K/A amendment on Nov 8, likely updating a material agreement or financials.

AI Summary

Pinnacle West Capital Corporation filed an amendment (8-K/A) on November 8, 2024, to a previous filing. This amendment pertains to Item 1.01 (Entry into a Material Definitive Agreement) and Item 9.01 (Financial Statements and Exhibits). The filing does not provide specific details on the agreement or financial statements within the provided text.

Why It Matters

This filing indicates an update or correction to a previous material agreement or financial disclosure, which could impact investor understanding of the company's contractual obligations or financial position.

Risk Assessment

Risk Level: low — The filing is an amendment to a previous report and does not introduce new material information or significant changes on its own.

Key Players & Entities

• Pinnacle West Capital Corporation (company) — Registrant
• November 8, 2024 (date) — Filing Date

FAQ

Key Financial Figures

• $900,000,000 — an aggregate gross sales price of up to $900,000,000 (the "Shares"). Sales of the Shares ma

Filing Documents

• tm2427616d3_8ka.htm (8-K/A) — 38KB
• tm2427616d3_ex1-1.htm (EX-1.1) — 634KB
• tm2427616d3_ex5-1.htm (EX-5.1) — 21KB
• tm2427616d2_ex1-1img012.jpg (GRAPHIC) — 4KB
• tm2427616d2_ex1-1img013.jpg (GRAPHIC) — 7KB
• 0001104659-24-115962.txt ( ) — 1008KB
• pnw-20241108.xsd (EX-101.SCH) — 3KB
• pnw-20241108_lab.xml (EX-101.LAB) — 33KB
• pnw-20241108_pre.xml (EX-101.PRE) — 22KB
• tm2427616d3_8ka_htm.xml (XML) — 3KB

01

Item 1.01. Entry into a Material Definitive Agreement. On November 8, 2024, Pinnacle West Capital Corporation (the "Company") entered into an Equity Distribution Agreement (the "Equity Distribution Agreement") with BofA Securities, Inc., Barclays Capital Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, MUFG Securities Americas Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as managers (each, a "Manager" and, collectively, the "Managers"), Bank of America, N.A., Barclays Bank PLC, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, MUFG Securities EMEA plc, The Toronto-Dominion Bank, Truist Bank and Wells Fargo Bank, National Association or one or more of their respective affiliates, as forward purchasers (in such capacity, each, a "Forward Purchaser" and, collectively, the "Forward Purchasers"), and BofA Securities, Inc., Barclays Capital Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, MUFG Securities Americas Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as forward sellers (in such capacity, each, a "Forward Seller" and, collectively, the "Forward Sellers"), relating to the offer and sale from time to time of shares of the Company's common stock, no par value, having an aggregate gross sales price of up to $900,000,000 (the "Shares"). Sales of the Shares made under the Equity Distribution Agreement, if any, may be made by any method permitted by applicable law and deemed to be an "at the market offering" as defined in Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), including by means of ordinary brokers' transactions through the facilities of the New York Stock Exchange or through a market maker or directly on or through an electronic communications network, at market prices prevailing at the time of sale or at prices related to prevailing market prices. In addition, the Shares may be offered and sold by s

01

Item 9.01.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. EXHIBIT NUMBER EXHIBIT DESCRIPTION 1.1 Equity Distribution Agreement, dated November 8, 2024, among Pinnacle West Capital Corporation and BofA Securities, Inc., Barclays Capital Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, MUFG Securities Americas Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as managers, Bank of America, N.A., Barclays Bank PLC, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, MUFG Securities EMEA plc, The Toronto-Dominion Bank, Truist Bank and Wells Fargo Bank, National Association or one or more of their respective affiliates, as forward purchasers, and BofA Securities, Inc., Barclays Capital Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, MUFG Securities Americas Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as forward sellers. 5.1 Opinion of Snell & Wilmer L.L.P. 23.1 Consent of Snell & Wilmer L.L.P. (included in Exhibit 5.1 hereto). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE 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 Date: November 8, 2024 By: /s/ Andrew Cooper Andrew Cooper Senior Vice President and Chief Financial Officer