品尼高西方资本美股招股说明书(2026-08-04版)

Pinnacle West Capital CorporationShares of Common StockHaving an Aggregate Gross Sales Price of Up To$500,000,000 We have entered into an equity distribution agreement with BMO Capital Markets Corp., BTIG, LLC, Citigroup Global Markets Inc., Morgan Stanley &Co. LLC, RBC Capital Markets, LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC and Truist Securities, Inc., as managers (each, a “Manager” and,collectively, the “Managers”), Bank of Montreal, Citibank, N.A., Morgan Stanley & Co. LLC, Nomura Global Financial Products, Inc., Royal Bank of Canada,The Bank of Nova Scotia, The Toronto-Dominion Bank and Truist Bank or one or more of their respective affiliates, as forward purchasers (in such capacity,each, a “Forward Purchaser” and, collectively, the “Forward Purchasers”), and BMO Capital Markets Corp., Citigroup Global Markets Inc., Morgan Stanley &Co. LLC, Nomura Securities International, Inc. (acting through BTIG, LLC as agent), RBC Capital Markets, LLC, Scotia Capital (USA) Inc., TD Securities(USA) LLC and Truist Securities, Inc., as forward sellers (in such capacity, each, a “Forward Seller” and, collectively, the “Forward Sellers”), relating to theoffer and sale from time to time of shares of our common stock, no par value (“common stock”), having an aggregate gross sales price of up to $500,000,000(the “equity distribution agreement”). In accordance with the terms of the equity distribution agreement, we may offer and sell shares of our common stock from time to time through theManagers or pursuant to forward sale agreements. Sales of shares of our common stock made under the equity distribution agreement, if any, may be made byany method permitted by applicable law and deemed to be an “at the market offering” as defined in Rule415 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 (the “NYSE”), or through amarket maker or directly on or through an electronic communications network, at market prices prevailing at the time of sale or at prices related to prevailingmarket prices. In addition, shares of our common stock may be offered and sold by such other methods, including privately negotiated transactions (includingblock transactions), as we and the Managers or the Forward Sellers agree to in writing. We also may sell shares of our common stock to one or more of theManagers, as principal for their own accounts, at a price to be agreed upon at the time of the sale. If we sell shares of our common stock to one or more of theManagers as principal, we will enter into a separate agreement with such Manager or Managers setting forth the terms of such transaction, and we will describethat agreement in a separate prospectus supplement or pricing supplement. Each Manager will receive from us a commission of up to 1% of the aggregate grosssales price for any shares of our common stock sold by it under the equity distribution agreement. The equity distribution agreement provides that, in addition to the issuance and sale of our common stock by us to or through the Managers, we may alsoenter into one or more forward sale agreements under separate master forward confirmations and related supplemental confirmations between us and any of theForward Purchasers. In connection with any forward sale agreement, the relevant Forward Purchaser will borrow from third parties and, through its affiliatedForward Seller, or in the case of Nomura Securities International, Inc., through its agent, BTIG, LLC, sell a number of shares of our common stock equal to thenumber of shares of our common stock underlying the particular forward sale agreement. In connection with any forward sale agreement, the relevant ForwardSeller will receive, in the form of a reduced initial forward sale price under the related forward sale agreement, a commission of up to 1% of the gross salesprices of all borrowed shares of our common stock sold during the applicable forward hedge selling period by it as Forward Seller (which commission, in thecase of Nomura Securities International, Inc., may be shared with its agent, BTIG, LLC). In no event will the aggregate number of shares of our common stock sold through the Managers or the Forward Sellers under the equity distributionagreement and under any forward sale agreement have an aggregate gross sales price in excess of $500,000,000. The net proceeds we receive from the sales of shares of our common stock under the equity distribution agreement from the Managers will be the grossproceeds received from such sales less the commissions and less any other costs we may incur in issuing and/or selling shares of our common stock. TheManagers and the Forward Sellers are not required to sell any specific number or dollar amount of shares of our common stock. Subject to the terms andconditions of the equity distribution agreement, each of the Managers and the Forward Sellers will u