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): | June 3, 2024 |
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 | | | |
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) |
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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:
| 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).
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 7.01 Regulation FD Disclosure.
On June 3, 2024, Pinnacle West Capital Corporation (the “Company”) issued a press release announcing that it intends to offer, subject to market conditions and other factors, $450 million in aggregate principal amount of its convertible senior notes due 2027 in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The press release is attached hereto as Exhibit 99.1 and is incorporated by reference in its entirety.
The information in this Item 7.01 (including the exhibit furnished hereunder) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed to be incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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: June 3, 2024 | | By: | /s/ Andrew Cooper |
| | | Andrew Cooper |
| | | Senior Vice President and Chief Financial Officer |
