Every material Form 8-K Pinnacle West Capital has filed with the SEC since November 08, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Pinnacle West furnished an investor presentation under Regulation FD for its November 2026 meetings with analysts and investors. The deck updates 2026 sales growth guidance to 8%-10%, extends long-term sales growth of 8%-10% through 2030, and restates a long-term EPS growth target of 5%-7%, though it reports no new quarterly financial results.
2026 sales growth guidance updated to 8%-10%; long-term sales growth increased to 8%-10% and extended through 2030, versus the original long-term range of 4%-6%.
Committed load increased to 5.8 GW, with more than 84% yet to be served.
2026-2028 financing plan includes $1.0 billion-$1.2 billion of PNW equity, with $500 million ATM program and about $235 million already priced.
Long-term EPS growth target of 5%-7% off the original 2024 midpoint; 2025-2028 APS capital plan totals $10.35 billion.
Pinnacle West reported third-quarter 2026 net income attributable to common shareholders of $434.2 million, or $3.49 per diluted share, up from $413.2 million, or $3.39 per diluted share, a year earlier. The company raised its 2026 consolidated earnings guidance to $5.05 to $5.25 per diluted share, citing customer and sales growth and weather through the first three quarters.
Q3 2026 operating revenues were $1.97 billion, up from $1.82 billion in Q3 2025.
Q3 2026 diluted EPS was $3.49, compared with $3.39 in Q3 2025.
2026 EPS guidance is $5.05 to $5.25 per diluted share, adjusted upward per the company.
Weather-normalized retail electricity sales growth is guided at 8.0% to 10.0% for 2026.
Pinnacle West Capital entered an Equity Distribution Agreement on August 4, 2026 allowing it to sell up to $500 million of common stock through a group of banks, including forward sale arrangements. The company says net proceeds would fund investment in Arizona Public Service Company for capital expenditures, commercial paper repayment and general corporate purposes. Shareholders may face dilution if shares are sold, but the filing does not say whether or when any sales will occur.
Aggregate gross sales price capped at $500 million, including any forward sale agreements
Managers and forward sellers may receive commissions of up to 1% of gross sales price
Proceeds intended for Arizona Public Service Company capital expenditures, commercial paper repayment and general corporate purposes
Shares registered under Form S-3 (Registration No. 333-277448); prospectus supplement dated August 4, 2026
Pinnacle West reported second-quarter 2026 net income attributable to common shareholders of $178.6 million, or $1.43 per diluted share, down from $192.6 million, or $1.58 per share, a year earlier. Operating revenues rose to $1.46 billion from $1.36 billion, and the company said the company continues to expect 2026 earnings of $4.55 to $4.75 per diluted share on a weather-normalized basis.
Q2 2026 net income attributable to common shareholders: $178.6 million ($1.43 per diluted share), versus $192.6 million ($1.58) in Q2 2025
Q2 2026 operating revenues: $1.46 billion, versus $1.36 billion in Q2 2025
Company attributes the lower profit mainly to higher interest charges, higher depreciation and amortization, and lower transmission service revenues
2026 EPS guidance unchanged at $4.55 to $4.75 per diluted share on a weather-normalized basis; cooling degree days rose 7% year over year
Pinnacle West's Human Resources Committee approved a $1.5 million discretionary credit award for Adam Heflin, executive vice president and chief nuclear officer of Arizona Public Service. The credits are tied to his continued employment and vest on May 1, 2030, which is a retention arrangement rather than a change in leadership.
Total discretionary credits of $1.5 million, paid in installments of $300,000 on July 1, 2026 and July 1, 2027, $400,000 on July 1, 2028, and $500,000 on July 1, 2029
Account vests May 1, 2030 if Heflin remains employed with APS through that date
Unvested amounts are forfeited if he separates from service, except on death, disability or termination without cause
Pinnacle West reported first-quarter 2026 net income attributable to common shareholders of $32.9 million, or $0.27 per diluted share, compared with a loss of $4.6 million, or $0.04 per share, a year earlier. The company said hotter-than-normal weather drove higher customer sales and usage, and it kept its 2026 EPS guidance of $4.55 to $4.75 per diluted share on a weather-normalized basis.
Q1 2026 operating revenues were $1,149.6 million, up from $1,032.3 million in Q1 2025.
Net income attributable to common shareholders was $32.9 million ($0.27 per diluted share), versus a $4.6 million loss ($0.04 per share) a year earlier.
The company cited higher transmission revenues, lower operations and maintenance expenses, and weather as drivers, partly offset by higher interest charges, income taxes and depreciation.
2026 EPS guidance of $4.55 to $4.75 per diluted share was continued, not changed.
Pinnacle West reported fourth-quarter and full-year 2025 results. Net income attributable to common shareholders rose to $616.5 million, or $5.05 per diluted share, for 2025, compared with $608.8 million, or $5.24 per diluted share, in 2024, so the per-share figure declined even as profit grew. The company also continued its 2026 EPS guidance of $4.55 to $4.75 per diluted share on a weather-normalized basis.
Full-year 2025 operating revenues were $5.34 billion, up from $5.12 billion in 2024.
Fourth-quarter 2025 net income was $15.4 million, or $0.13 per diluted share, compared with a net loss of $6.8 million, or $(0.06) per diluted share, in the fourth quarter of 2024.
The company continued its 2026 EPS guidance of $4.55 to $4.75 per diluted share on a weather-normalized basis.
Full-year diluted weighted-average shares rose to 121.971 million from 116.232 million in 2024.
Pinnacle West and its utility subsidiary Arizona Public Service (APS) each signed new five-year unsecured revolving credit facilities on February 18, 2026, replacing earlier facilities that would have expired in April 2028. The filing also discloses 2026 annual incentive award opportunities for several executives, tied to APS earnings levels and business unit goals.
Pinnacle West facility: up to $300 million through February 18, 2031, replacing a $200 million facility
APS facility: up to $1.7 billion through February 18, 2031, replacing a $1.25 billion facility
Chairman, President and CEO Theodore N. Geisler has a target incentive of up to 125% of base salary, with a maximum of 250%
Facilities can support commercial paper issuance and letters of credit; both include change of control and cross default provisions
Pinnacle West reported third-quarter 2025 net income attributable to common shareholders of $413.2 million, or $3.39 per diluted share, up from $3.37 a year earlier, on operating revenues of $1.82 billion. The company raised its 2025 earnings guidance to $4.90-$5.10 per diluted share, citing customer and sales growth and weather, partly offset by higher operations and maintenance expenses, and gave a 2026 range of $4.55-$4.75.
Q3 2025 net income attributable to common shareholders was $413.2 million, or $3.39 per diluted share, versus $395.0 million, or $3.37, in Q3 2024.
Nine-month 2025 diluted EPS was $4.93, compared with $5.32 in the first nine months of 2024, and the company said year-to-date earnings were 2.4% lower.
2025 EPS guidance was raised to $4.90-$5.10; 2026 EPS guidance is $4.55-$4.75 on a weather-normalized basis.
APS plans to invest more than $2.5 billion annually through 2028 and will grant an additional $3 million in shareholder funds for utility bill assistance and related programs.
Pinnacle West Capital entered into an amendment on August 28, 2025, to its forward sale agreements with Wells Fargo Bank, National Association, dated February 2024. The amendment sets a December 31, 2026 settlement date for the Share Forward Transactions, subject to the original terms. The filing does not state any change in share count, price or proceeds, so the effect on shareholders is limited to the revised timing of settlement.
Amendment dated August 28, 2025, to forward sale agreements dated February 28 and February 29, 2024
Amendment sets a December 31, 2026 settlement date for the Share Forward Transactions
Counterparty is Wells Fargo Bank, National Association; full terms are in Exhibit 10.1
Pinnacle West reported second-quarter 2025 net income attributable to common shareholders of $192.6 million, or $1.58 per diluted share, down from $203.8 million, or $1.76, a year earlier, while operating revenues rose to $1.36 billion. The company blamed cooler weather than last year's record heat and said it continues to expect 2025 earnings of $4.40 to $4.60 per diluted share on a weather-normalized basis.
Q2 2025 net income attributable to common shareholders was $192.6 million, or $1.58 per diluted share, versus $203.8 million, or $1.76, in Q2 2024.
Q2 2025 operating revenues were $1.36 billion, compared with $1.31 billion in Q2 2024.
The company cited 15.4% fewer cooling degree-days in Q2 2025 than in Q2 2024; net income for the first half of 2025 was 14.8% lower than in the first half of 2024.
2025 EPS guidance was continued at $4.40 to $4.60 per diluted share on a weather-normalized basis.
Pinnacle West reported a first-quarter 2025 net loss attributable to common shareholders of $4.6 million, or $0.04 per diluted share, compared with net income of $16.9 million, or $0.15 per diluted share, a year earlier. Operating revenues rose to $1.03 billion, but higher operations and maintenance expense, depreciation and lower other income drove the decline, and the company said results were in line with its expectations. The company continues to expect 2025 earnings of $4.40 to $4.60 per diluted share on a weather-normalized basis, so shareholders see no change to that outlook.
Net loss attributable to common shareholders of $4.6 million, or $0.04 per diluted share, for the quarter ended March 31, 2025, versus net income of $16.9 million, or $0.15 per diluted share, in Q1 2024
Operating revenues rose to $1,032.3 million from $951.7 million; operations and maintenance expense rose to $300.1 million from $257.6 million
2025 EPS guidance of $4.40 to $4.60 per diluted share on a weather-normalized basis was continued, per the company
Company cited planned power plant outages and a gain on a former subsidiary sale in the prior year as factors in the results
Pinnacle West reported full-year 2024 net income attributable to common shareholders of $608.8 million, or $5.24 per diluted share, up from $501.6 million, or $4.41, in 2023. The company posted a fourth-quarter net loss of $6.8 million, or $0.06 per diluted share, and said it continues to estimate 2025 earnings of $4.40 to $4.60 per diluted share on a weather-normalized basis.
Full-year 2024 net income attributable to common shareholders was $608.8 million, or $5.24 per diluted share, versus $501.6 million, or $4.41, in 2023.
Fourth-quarter 2024 net loss attributable to common shareholders was $6.8 million, or $0.06 per diluted share, compared with a net loss of $23,000 in the fourth quarter of 2023.
Full-year 2024 operating revenues were $5.12 billion, up from $4.70 billion in 2023; fourth-quarter revenues were $1.10 billion, up from $991.6 million.
2025 EPS guidance of $4.40 to $4.60 per diluted share was reiterated in the company's February 25, 2025 release.
Pinnacle West Capital and Arizona Public Service announced leadership changes in their legal functions, effective immediately. Robert E. Smith was named Executive Vice President, Chief Legal Officer and Chief Development Officer, and Shirley A. Baum was promoted to Senior Vice President and General Counsel, to ease the handover of General Counsel duties ahead of Smith's planned retirement as an officer on August 1, 2025.
Robert E. Smith named Executive Vice President, Chief Legal Officer and Chief Development Officer of Pinnacle West and APS, effective immediately
Shirley A. Baum promoted to Senior Vice President and General Counsel of Pinnacle West and APS, effective immediately
Smith's planned retirement as an officer of Pinnacle West and APS is set for August 1, 2025
Pinnacle West's board appointed Theodore N. Geisler to succeed Jeffrey B. Guldner as Chairman, President and Chief Executive Officer, effective April 1, 2025, a change first disclosed in a December 12, 2024 Form 8-K. The filing also sets incentive award opportunities for 2025 under the APS Plan and the Palo Verde Plan, which pay out only if specified earnings thresholds are met.
Geisler replaces Guldner as Chairman, President and CEO of Pinnacle West and Chairman and CEO of APS effective April 1, 2025; he will continue as APS President.
Guldner becomes a non-officer special advisor to the CEO effective April 1, 2025, and is eligible for awards prorated for the days he serves as CEO.
Guldner's target award is up to 120% of base salary, with a maximum of 240%, based on 2025 Pinnacle West earnings and business unit goals.
Target awards are 70% of base salary for Andrew D. Cooper, 85% for Geisler, 75% for Robert E. Smith and 75% for Adam C. Heflin.
Pinnacle West Capital Corp. said CEO and Chairman Jeff Guldner will retire effective April 1, 2025, and APS President Ted Geisler will succeed him as Chairman, President and CEO of Pinnacle West and as Chairman and CEO of Arizona Public Service. The filing does not discuss financial results, and it gives the compensation terms for both executives.
Guldner stays on as a non-officer special advisor to the CEO until March 31, 2026, and his base salary falls to $600,000 beginning April 1, 2025.
Geisler's base salary rises to $1,000,000 on April 1, 2025, and he receives a $3,000,000 long-term incentive grant on that date, both contingent on him taking the new roles.
Geisler was appointed to the Pinnacle West and APS boards effective December 11, 2024, with no additional compensation.
Geisler has been APS President since May 2022 and served as Pinnacle West and APS Chief Financial Officer from January 2020 to May 2022.
Pinnacle West Capital entered into an Equity Distribution Agreement on November 8, 2024, covering sales of its common stock with an aggregate gross sales price of up to $900 million through eight managers and related forward sale arrangements. The company has no obligation to sell any shares and may suspend sales at any time, and the filing does not state how many shares will be sold. The company intends to use net proceeds mainly for investment in Arizona Public Service Company, including capital expenditures, repayment of commercial paper, or general corporate purposes.
Agreement dated November 8, 2024, with BofA Securities, Barclays, J.P. Morgan, Mizuho, MUFG, TD Securities, Truist and Wells Fargo as managers and forward sellers
Aggregate gross sales price of up to $900 million, and any forward sale arrangements count toward the same cap
Managers receive a commission of up to 1% of the gross sales price per share sold; forward sellers receive up to 1% of gross sales prices of borrowed shares sold
Shares are registered on Form S-3 (Registration No. 333-277448) with a prospectus supplement dated November 8, 2024
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