Pinnacle West Announces Pricing of a Public Offering of 9,774,436 Shares of Common Stock

Pinnacle West Capital Corp. (NYSE: PNW) (“Pinnacle West”) announced today that it has priced its registered public offering of 9,774,436 shares of its common stock for approximate net proceeds of $630.5 million (before offering expenses, assuming the underwriters do not exercise their option to purchase additional shares and upon, and assuming, full physical settlement of the forward sale agreements) in connection with the forward sale agreements described below. The common stock offering was priced at a public offering price of $66.50 per share.

Pinnacle West has granted to the underwriters the option to purchase up to an additional 1,466,165 shares of its common stock. If such option is exercised, Pinnacle West may, in its sole discretion, enter into additional forward sale agreements with the forward purchasers in respect of, in the aggregate, the number of additional shares of Pinnacle West’s common stock that are subject to the exercise of such option, and Pinnacle West currently anticipates that, if such option is exercised, it will do so. The offering is expected to close on March 4, 2024, subject to the satisfaction of customary conditions.

Barclays, Citigroup, Mizuho and Wells Fargo Securities are acting as joint book-running managers for this offering. The underwriters may offer shares of Pinnacle West’s common stock in transactions on the New York Stock Exchange, in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices.

In connection with the offering, Pinnacle West entered into separate forward sale agreements with Mizuho Markets Americas LLC and Wells Fargo Bank, National Association, referred to in such capacity as the forward purchasers, pursuant to which Pinnacle West has agreed to sell shares of its common stock to the forward purchasers at an initial forward sale price per share equal to the price per share at which the underwriters purchase the shares in the offering, subject to certain adjustments. In connection with the forward sale agreements, the forward purchasers or their respective affiliates, acting as forward sellers are borrowing from third parties an aggregate of 9,774,436 shares of Pinnacle West’s common stock. Such borrowed shares of Pinnacle West’s common stock will be delivered by the forward sellers for sale to the underwriters in the offering. Settlement of each forward sale agreement is expected to occur no later than September 4, 2025. Although Pinnacle West expects to settle each forward sale agreement entirely by the full physical delivery of shares of its common stock in exchange for cash proceeds, Pinnacle West may, subject to certain conditions, elect cash settlement or net share settlement for all or a portion of its rights or obligations under the forward sale agreements.