8-K
PINNACLE WEST CAPITAL CORP (PNW)
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 13, 2025 | | --- | --- || Commission File<br>Number | Exact Name of Each Registrant as specified in its<br>charter; State of Incorporation; Address; and<br>Telephone Number | | | IRS Employer<br>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.
Item 7.01 Regulation FD Disclosure.
As described under Item 8.01 below, Arizona Public Service Company (“APS”) filed an application and related schedules for an increase in base rates with the Arizona Corporation Commission (the “ACC”) on June 13, 2025 (the “2025 Rate Case”). These materials are posted on Pinnacle West Capital Corporation’s (“Pinnacle West”) website at http://www.pinnaclewest.com/investors. The information on this website is not incorporated by reference into this report. The ACC docket number is E-01345A-25-0105. On June 13, 2025, APS also issued a press release announcing its filing with the ACC described above. A copy of the press release is attached hereto as Exhibit 99.1.
Item 8.01 Other Events.
2025 Rate Case
APS is seeking a net base rate increase of $579.52 million, representing a 13.99% net increase. The requested net increase addresses a total base revenue deficiency of $662.44 million, offset by proposed adjustor transfers of cost recovery to base rates.
The 2025 Rate Case application includes the following proposals:
•A test year comprised of the twelve month period ending on December 31, 2024, including certain pro forma adjustments;
•Twelve months of post-test year plant placed into service from January 1, 2025 through December 31, 2025;
•An original cost rate base of $21.6 billion, which approximates the ACC-jurisdictional portion of the book value of utility assets, net of accumulated depreciation and other credits;
•The following proposed capital structure and costs of capital:
| Capital Structure | Cost of Capital | |||
|---|---|---|---|---|
| Long-term debt | 47.65 | % | 4.26 | % |
| Common stock equity | 52.35 | % | 10.7 | % |
| Weighted-average cost of capital | 7.63 | % |
•A 1% return on the increment of fair value rate base above APS’s original cost rate base, as provided for by Arizona law;
•A rate of $0.043881 per kWh for the portion of APS’s base rates attributable to fuel and purchased power costs;
•Adjustments to rate designs to reduce cross-subsidization by certain customer classes;
•Modification of cost allocation methodologies based on customer growth to ensure customers causing new production costs are covering those costs through rates, along with corresponding changes to adjustor mechanisms, such as for fuel and purchased power;
•Implementation of a “Formula Rate Adjustment Mechanism” to assist with reducing regulatory lag and allow for rate gradualism;
•Elimination of the Lost Fixed Cost Recovery Adjustment Mechanism following the first annual adjustment pursuant to the Formula Rate Adjustment Mechanism; and
•Modification to the System Reliability Benefit Mechanism due to the Formula Rate Adjustment Mechanism proposal.
APS requested that the increase become effective in the second half of 2026. APS cannot predict the outcome of its request nor when the 2025 Rate Case will be decided by the ACC.
Forward-Looking Statements
This Report on Form 8-K and the application and related schedules for an annual increase in retail base rates filed with the ACC on June 13, 2025 contain forward-looking statements based on current expectations. These forward-looking statements are often identified by words such as “estimate,” “predict,” “may,” “believe,” “plan,” “expect,” “require,” “intend,” “assume” and similar words. Because actual results may differ materially from expectations, we caution you not to place undue reliance on these statements. A number of factors could cause future results to differ materially from historical results, or from outcomes currently expected or sought by us. A discussion of some of these risks and uncertainties is contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and our other Securities and Exchange Commission filings and are available on our website at http://www.pinnaclewest.com, which you should review carefully before placing any reliance on our forward-looking statements or disclosures. We assume no obligation to update any forward-looking statements, even if our internal estimates change, except as may be required by applicable law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Registrant(s) | Description |
|---|---|---|
| 99.1 | Pinnacle West<br>APS | Press Release datedJune 13, 2025related to APS Rate Case Filing |
| 104 | Pinnacle West<br>APS | 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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: June 13, 2025 | By: /s/ Andrew Cooper |
| Andrew Cooper | |
| Senior Vice President and | |
| Chief Financial Officer | |
| ARIZONA PUBLIC SERVICE COMPANY | |
| (Registrant) | |
| Dated: June 13, 2025 | By: /s/ Andrew Cooper |
| Andrew Cooper | |
| Senior Vice President and | |
| Chief Financial Officer |
Document
Exhibit 99.1
| FOR IMMEDIATE RELEASE | June 13, 2025 | |||
|---|---|---|---|---|
| Media Contact:<br>Investor Relations: | Ann Porter<br>Amanda Ho | 602-538-0588<br>602-250-3334 | Page 1 of 3 | |
| Website: | aps.com/newsroom |
APS REQUESTS RATE ADJUSTMENT TO SUPPORT RELIABLE SERVICE FOR CUSTOMERS New rates would not go into effect until the second half of 2026, if approved by the ACC
PHOENIX – Arizona Public Service (APS) today filed an application with the Arizona Corporation Commission (ACC) to update its rates to ensure it can continue providing customers with the energy they need, when they need it, while supporting Arizona’s growth and future energy demands.
This is an initial step in a public, collaborative process that typically lasts more than a year. New rates are not expected to go into effect until the second half of 2026. APS always is striving to keep costs manageable and to empower customers to choose a rate plan that aligns with their budgets and energy needs. At the same time, current rates have not kept pace with what it costs to operate a grid that provides the reliable, resilient energy our customers count on to power their lives. In fact, the current rates are based upon costs from three to four years ago. This adjustment is essential to cover the cost of delivering power to customers’ homes and businesses, including infrastructure upgrades.
“We understand rising costs are impacting so many aspects of customers’ lives today,” said Ted Geisler, APS President and CEO. “We also understand it is never a good time to see bills increase. That’s why we’re focused on doing our part to keep our costs down as much as we can, while giving customers tools, programs and choices to help them manage their bills. Reliability isn’t optional —it’s essential, especially in Arizona. We must ensure the power is there when our customers need it most, and we thank them for trusting us with their energy needs. That is what this rate case and cost adjustment are about.”
The application for new rates supports:
Enhancing reliability and resilience:
•System upgrades like pole repair and replacement, substation and grid technology improvements.
•Programs to protect the grid from extreme weather, such as vegetation management, predictive maintenance and wildfire early detection and mitigation tools.
•Installation of smart grid technology for quicker power restoration times.
•Power plant upgrades:
oImprovements at sites like Palo Verde Generating Station and Redhawk Power Plant for increased efficiency during the hottest months when customer energy demand is highest.
oExpansion of battery energy storage at renewable energy locations to capture renewable energy and use it at times of day when customer energy demand is high.
oIncreased protection against physical and cybersecurity threats.
| APS REQUESTS RATE ADJUSTMENT TO SUPPORT RELIABILITY | June 13, 2025<br>Page 2 of 3 |
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Delivering customer support:
APS is committed to assisting limited-income customers through the state’s most generous low-income Energy Support discount program, as well as various bill assistance programs including Crisis Bill. To help customers make choices about how they use energy, APS has enhanced the customer bill design and account dashboard, as well as digital platforms and notifications to customers with important information about their account, outages and emergencies.
Keeping costs as low as possible:
APS consistently focuses on cost management, and employees have worked diligently to improve efficiency and productivity — and deliver cost savings. The rate adjustment proposal is designed to ensure each customer group pays its fair share, allowing APS to manage rising expenses without compromising service quality.
•Adjusting rate design elements to ensure new customers (for example, large data centers) will pay what it costs to serve their high electricity needs without shifting costs to existing customers.
•Updating the Grid Access Charge for residential rooftop solar customers to reduce the costs currently being shared by customers without solar, and to align expenses with reliable service needs.
•Proposing a tool to make future rate adjustments more gradual on an annual basis, either up or down, based on the previous year’s expenses and investments.
Proposed rate impact:
APS last filed a rate case three years ago, in 2022, and the ACC approved new rates in 2024 based on costs from 2021-2022. If the current request is approved as proposed, the overall rate adjustment would reflect a 13.99% net increase to revenue collection. For a typical residential customer using 1,000 kilowatt-hours of electricity, the net monthly bill impact would be about $20. Many factors affect a customer’s bill amount, including energy usage, weather, rate plan and days in a billing period. Rate changes would not take effect until sometime in the second half of 2026.
What’s next:
An Administrative Law Judge will issue a procedural order to guide and schedule the rate case, including setting hearings, public comment sessions and deadlines for participant evidence and testimony. To conclude the case, the judge will issue a recommended opinion and order that ACC Commissioners will discuss in a public meeting before determining new rates. This process typically takes more than a year, and rate changes would not take effect until sometime during the second half of 2026. To keep up to date on the rate case process, visit aps.com/ratecase.
APS is committed to helping customers:
APS is here to support customers with their rate plans, flexible payment arrangements and ways to manage bills and save money. APS offers residential customers the choice between three different rate plans to align with their energy needs, as well as tools to determine the rate plan that will save the most money based on their usage. For those who need help paying their bill, APS offers monthly discounts for those who qualify, as well as payment assistance programs including levelized billing, where customers can pay about the same amount each month and not have seasonal swings in their bills. APS also offers free and interest-free payment arrangements. Visit aps.com/assistance or call our Customer Care Center at (602) 371-7171 or (800) 253-9405. Advisors are available in English and Spanish.
APS serves about 1.4 million homes and businesses in 11 of Arizona’s 15 counties, and is a leader in delivering affordable, reliable and clean energy in the Southwest. With headquarters in Phoenix, APS is the principal subsidiary of Pinnacle West Capital Corp. (NYSE: PNW).
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| APS REQUESTS RATE ADJUSTMENT TO SUPPORT RELIABILITY | June 13, 2025<br> Page 3 of 3 |
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Forward-Looking Statements
This news release, the report on Form 8-K, and the application and related schedules for an annual increase in retail base rates filed with the ACC on June 13, 2025, contain forward-looking statements based on current expectations. These forward-looking statements are often identified by words such as “estimate,” “predict,” “may,” “believe,” “plan,” “expect,” “require,” “intend,” “assume” and similar words. Because actual results may differ materially from expectations, we caution you not to place undue reliance on these statements. A number of factors could cause future results to differ materially from historical results, or from outcomes currently expected or sought by us. A discussion of some of these risks and uncertainties is contained in our Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2024, and our other Securities and Exchange Commission filings and are available on our website at http://www.pinnaclewest.com, which you should review carefully before placing any reliance on our forward-looking statements or disclosures. We assume no obligation to update any forward-looking statements, even if our internal estimates change, except as may be required by applicable law.
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