What changed in this filing

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Item 9A. Controls and Procedures

2025-02-25 compared with 2024-02-27 · 87 added, 44 removed, 991 unchanged (12% of the section changed)

25 unchanged sentences

Pinnacle West intends to satisfy the requirements under Item 5.05 of Form 8-K regarding disclosure of amendments to, or waivers from, provisions of the Code of Ethics for Financial Executives by posting such information on Pinnacle West’s website.

Pinnacle West has adopted an insider trading policy governing the purchase, sale, and/or other dispositions of its securities by directors, officers and employees, and Pinnacle West itself, that Pinnacle West believes are reasonably designed to promote compliance with insider trading laws, rules and regulations, and New York Stock Exchange listing standards.

This policy is set forth in our Securities Trading Policy included as Exhibit 19.1 to this report.

EXECUTIVE COMPENSATION

49 unchanged sentences

(1) The aggregate fees billed for services rendered for the audit of annual financial statements and for review of financial statements included in Reports on Form 10-K and Form 10-Q, respectively.

(2) The aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the financial statements and are not included in Audit Fees reported above, which primarily consist of fees for employee benefit plan audits in 2022 and 2023 and environmental, social and governance assurance readiness performed in 2022.

(3) The aggregate fees billed for independent third-party advisory (quality assurance) services related to a large-scale information technology project.

40 unchanged sentences

333-52476 12/21/2000

Registrant(s) Description Previously Filed as Exhibit:

4.4(a) Pinnacle West Fourth Supplemental Indenture dated as of June 17, 2020

1 unchanged sentence

1-8962 6/16/2020

Registrant(s) Description Previously Filed as Exhibit:

4.4(b) Pinnacle West F ifth Supplemental Indenture dated as of June 10 , 2024

4.1 to Pinnacle West June 5, 2024 Form 8-K Report, File No.

1-8962 6/10/2024

4.5 Pinnacle West Indenture dated as of December 1, 2000 between the Company and The Bank of New York, as Trustee, relating to Subordinated Unsecured Debt Securities

33 unchanged sentences

4.6(g) Pinnacle West

APS Fifteenth Supplemental Indenture dated as of June 18, 2014

4.6i to Pinnacle West/APS 2014 Form 10-K Report, File Nos.

1-8962 and 1-4473 2/20/2015

4.6(h) Pinnacle West

APS Seventeenth Supplemental Indenture dated as of May 19, 2015

1 unchanged sentence

1-8962 and 1-4473 5/19/2015

4.6(i) Pinnacle West

4.6(h) Pinnacle West

APS Eighteenth Supplemental Indenture dated as of November 6, 2015

1 unchanged sentence

1-8962 and 1-4473 11/6/2015

4.6(j) Pinnacle West

4.6(i) Pinnacle West

APS Nineteenth Supplemental Indenture dated as of May 6, 2016

1 unchanged sentence

1-8962 and 1-4473 5/6/2016

4.6(k) Pinnacle West

4.6(j) Pinnacle West

APS Twentieth Supplemental Indenture dated as of September 20, 2016

1 unchanged sentence

1-8962 and 1-4473 9/20/2016

4.6(l) Pinnacle West

4.6(k) Pinnacle West

APS Twenty-First Supplemental Indenture dated as of September 11, 2017

1 unchanged sentence

1-8962 and 1-4473 9/11/2017

Registrant(s) Description Previously Filed as Exhibit:

4.6(m) Pinnacle West

4.6(l) Pinnacle West

APS Twenty-Second Supplemental Indenture dated as of August 9, 2018

1 unchanged sentence

1-8962 and 1-4473 8/9/2018

4.6(n) Pinnacle West

Registrant(s) Description Previously Filed as Exhibit:

4.6(m) Pinnacle West

APS Twenty-Third Supplemental Indenture dated as of February 28, 2019

1 unchanged sentence

1-8962 and 1-4473 2/28/2019

4.6(o) Pinnacle West

4.6(n) Pinnacle West

APS Twenty-Fourth Supplemental Indenture dated as of August 19, 2019

1 unchanged sentence

1-8962 and 1-4473 8/16/2019

4.6(p) Pinnacle West

4.6(o) Pinnacle West

APS Twenty-Fifth Supplemental Indenture dated as of November 20, 2019

1 unchanged sentence

1-8962 and 1-4473 11/20/2019

4.6(q) Pinnacle West

4.6(p) Pinnacle West

APS Twenty-Sixth Supplemental Indenture dated as of May 22, 2020

1 unchanged sentence

1-8962 and 1-4473 5/22/2020

4.6(r) Pinnacle West

4.6(q) Pinnacle West

APS Twenty-Seventh Supplemental Indenture dated as of September 11, 2020

1 unchanged sentence

1-8962 and 1-4473 9/11/2020

4.6(s) Pinnacle West

4.6(r) Pinnacle West

APS Twenty-Eighth Supplemental Indenture dated as of August 16, 2021

1 unchanged sentence

1-8962 and 1-4473 8/16/2021

4.6(t) Pinnacle West

4.6(s) Pinnacle West

APS Twenty-Ninth Supplemental Indenture dated as of November 8, 2022

1 unchanged sentence

1-8962 and 1-4473 11/8/2022

4.6(u) Pinnacle West

4.6(t) Pinnacle West

APS Thirtieth Supplemental Indenture dated as of June 30, 2023

1 unchanged sentence

1-8962 and 1-4473 6/30/2023

4.6(u) Pinnacle West

APS Thirt y-First Supplemental Indenture dated as of May 9, 2024

4.1 to Pinnacle West/APS May 9, 2024 Form 8-K Report, File Nos.

1-8962 and 1-4473 5/9/2024

4.7 Pinnacle West Third Amended and Restated Pinnacle West Capital Corporation Investors Advantage Plan dated as of November 25, 2008

10 unchanged sentences

APS Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

4.10 Pinnacle West Indenture, dated as of June 6, 2024, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee

4.1 to Pinnacle West June 6, 2024 Form 8-K Report, File No.

1-8962 6/6/2024

Registrant(s) Description Previously Filed as Exhibit:

10.1(1) Pinnacle West

1 unchanged sentence

1-4473 11/14/1991

Registrant(s) Description Previously Filed as Exhibit:

10.1(1)(a) Pinnacle West

48 unchanged sentences

1-8962 and 104473 5/9/2007

Registrant(s) Description Previously Filed as Exhibit:

10.1(2) Pinnacle West

1 unchanged sentence

1-8962 3/26/1992

Registrant(s) Description Previously Filed as Exhibit:

10.1(2)(a) Pinnacle West

39 unchanged sentences

1-4473 3/8/1989

Registrant(s) Description Previously Filed as Exhibit:

Pinnacle West

10 unchanged sentences

1-4473 3/28/1997

Registrant(s) Description Previously Filed as Exhibit:

Pinnacle West

29 unchanged sentences

1-4473 3/29/1996

Registrant(s) Description Previously Filed as Exhibit:

Pinnacle West

6 unchanged sentences

1-8962 3/30/2000

Registrant(s) Description Previously Filed as Exhibit:

Pinnacle West

26 unchanged sentences

1-8962 and 1-4473 2/24/2017

Registrant(s) Description Previously Filed as Exhibit:

Pinnacle West

14 unchanged sentences

1-8962 and 1-4473 2/24/2021

Registrant(s) Description Previously Filed as Exhibit:

Pinnacle West

35 unchanged sentences

1-8962 and 1-4473 8/5/2021

Registrant(s) Description Previously Filed as Exhibit:

Pinnacle West Pinnacle West Capital Corporation 2007 Long-Term Incentive Plan

13 unchanged sentences

1-8962 8/3/2010

Registrant(s) Description Previously Filed as Exhibit:

10.6(1)(d) bd

20 unchanged sentences

1-8962 8/7/2008

Pinnacle West APS Summary of 2025 Variable Incentive Plan and Officer Variable Incentive Plan

Pinnacle West

10 unchanged sentences

1-8962 and 1-4473 5/3/2012

Registrant(s) Description Previously Filed as Exhibit:

10.6(5)(c) bd

14 unchanged sentences

1-8962 and 1-4473 2/19/2016

Registrant(s) Description Previously Filed as Exhibit:

10.6(5)(g) bd

35 unchanged sentences

1-8962 5/19/2023

Registrant(s) Description Previously Filed as Exhibit:

10.6(5)(p) bd

14 unchanged sentences

1-8962 and 1-4473 2/25/2022

Registrant(s) Description Previously Filed as Exhibit:

10.6(5)(t) bd

37 unchanged sentences

2-59644 9/1/1977

Registrant(s) Description Previously Filed as Exhibit:

10.7(2)(a) Pinnacle West

9 unchanged sentences

1-8962 7/25/1985

Registrant(s) Description Previously Filed as Exhibit:

10.7(4) Pinnacle West

38 unchanged sentences

1-8962 and 1-4473 3/13/2006

Registrant(s) Description Previously Filed as Exhibit:

10.9(1) Pinnacle West

APS ANPP Participation Agreement, dated August 23, 1973, among APS, SRP, SCE, Public Service Company of New Mexico, El Paso Electric Company, Southern California Public Power Authority, and Department of Water and Power of the City of Los Angeles, and amendments 1-12 thereto 10.1 to APS’s 1988 Form 10-K Report, File No.

APS Arizona Nuclear Power Project (“ANPP”) Participation Agreement, dated August 23, 1973, among APS, SRP, SCE, Public Service Company of New Mexico, El Paso Electric Company, Southern California Public Power Authority, and Department of Water and Power of the City of Los Angeles, and amendments 1-12 thereto 10.1 to APS’s 1988 Form 10-K Report, File No.

1-4473 3/8/1989

Registrant(s) Description Previously Filed as Exhibit:

10.9(1)(a) Pinnacle West

23 unchanged sentences

1-4473 8/8/1991

Registrant(s) Description Previously Filed as Exhibit:

10.10(2)(a) Pinnacle West

7 unchanged sentences

1-4473 3/29/1996

Registrant(s) Description Previously Filed as Exhibit:

10.10(4) Pinnacle West

5 unchanged sentences

1-8962 4/10/2023

10.11(1)(a) Pinnacle West Amendment No.

1 to the Second Amended and Restated Five-Year Credit Agreement, dated as of April 10, 2023, among Pinnacle West, as Borrower, Barclays Bank PLC, as Agent, Co-Sustainability Structuring Agent and Issuing Bank, and the lenders and other parties thereto

10.1 to Pinnacle West/APS August 2, 2024 Form 8-K Report, File Nos.

1-8962 and 1-4473 8/2/2024

10.11(2) Pinnacle West

2 unchanged sentences

1-8962 4/10/2023

10.11(2)(a) APS Amendment No.

1 to the Five-Year Credit Agreement, dated as of April 10, 2023, among APS, as Borrower, Barclays Bank PLC, as Agent, Co-Sustainability Structuring Agent and Issuing Bank, and the lenders and other parties thereto

10.2 to Pinnacle West/APS August 2, 2024 Form 8-K Report, File Nos.

1-8962 and 1-4473 8/2/2024

Pinnacle West

2 unchanged sentences

33-9480 10/24/1986

Registrant(s) Description Previously Filed as Exhibit:

10.12(1)(a) c

17 unchanged sentences

1-4473 3/30/1993

Registrant(s) Description Previously Filed as Exhibit:

10.12(1)(d) c

16 unchanged sentences

1-4473 1/20/1987

Registrant(s) Description Previously Filed as Exhibit:

10.12(2)(a) Pinnacle West

15 unchanged sentences

1-8962 and 1-4473 7/31/2014

Registrant(s) Description Previously Filed as Exhibit:

10.12(2)(d) Pinnacle West

20 unchanged sentences

1-8962 and 1-4473 3/16/2005

Registrant(s) Description Previously Filed as Exhibit:

10.13(5) Pinnacle West

21 unchanged sentences

1-4473 6/26/1998

10.16(1) Pinnacle West Forward Sale Agreement, dated February 28, 2024, between Pinnacle West and Wells Fargo Bank, National Association

10.1 to Pinnacle West February 28, 2024 Form 8-K Report, File No.

1-8962 3/4/2024

10.16(2) Pinnacle West Additional Forward Sale Agreement, dated February 28, 2024, between Pinnacle West and Wells Fargo Bank, National Association

10.2 to Pinnacle West February 28, 2024 Form 8-K Report, File No.

1-8962 3/4/2024

10.17(1) Pinnacle West Forward Sale Agreement, dated February 28, 2024, between Pinnacle West and Mizuho Markets Americas LLC (with Mizuho Securities USA LLC acting as its agent)

10.3 to Pinnacle West February 28, 2024 Form 8-K Report, File No.

1-8962 3/4/2024

10.17(2) Pinnacle West Additional Forward Sale Agreement, dated February 28, 2024, between Pinnacle West and Mizuho Markets Americas LLC (with Mizuho Securities USA LLC acting as its agent)

10.4 to Pinnacle West February 28, 2024 Form 8-K Report, File No.

1-8962 3/4/2024

19.1 Pinnacle West Securities Trading Policy of Pinnacle West

21.1 Pinnacle West Subsidiaries of Pinnacle West

1 unchanged sentence

23.2 APS Consent of Deloitte & Touche LLP

Registrant(s) Description Previously Filed as Exhibit:

31.1 Pinnacle West Certificate of Jeffrey B.

Guldner, Chief Executive Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended

Registrant(s) Description Previously Filed as Exhibit:

31.2 Pinnacle West Certificate of Andrew Cooper, Chief Financial Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended

7 unchanged sentences

97 Pinnacle West Policy Relating to Recovery of Erroneously Awarded Compensation

97 to Pinnacle West/APS 2023 Form 10-K Report, File Nos.

1-8962 and 1-4473 2/27/2024

Pinnacle West

1 unchanged sentence

1-4473 11/9/1992

Registrant(s) Description Previously Filed as Exhibit:

Pinnacle West

3 unchanged sentences

1-4473 12/4/1986

Registrant(s) Description Previously Filed as Exhibit:

Pinnacle West

17 unchanged sentences

33-9480 10/24/1986

Registrant(s) Description Previously Filed as Exhibit:

Pinnacle West

3 unchanged sentences

1-4473 12/4/1986

Registrant(s) Description Previously Filed as Exhibit:

Pinnacle West

18 unchanged sentences

1-4473 1/20/1987

Registrant(s) Description Previously Filed as Exhibit:

99.5(a) Pinnacle West

3 unchanged sentences

1-4473 8/24/1987

Registrant(s) Description Previously Filed as Exhibit:

99.5(b) Pinnacle West

64 unchanged sentences

Bryan Director February 25, 2025

/s/ Ronald Butler, Jr.

Director February 25, 2025

(Ronald Butler, Jr.)

/s/ Gonzalo A.

2 unchanged sentences

de la Melena, Jr.)

Eicher Director February 25, 2025

Flanagan Director February 25, 2025

/s/ Richard P.

Fox Director February 25, 2025

/s/ Kathryn L.

Munro Director February 27, 2024

/s/ Theodore N.

Geisler Director February 25, 2025

Nordstrom Director February 25, 2025

4 unchanged sentences

Svinicki Director February 25, 2025

Trevathan, Jr.

/s/ James E Trevathan, Jr.

Director February 25, 2025

28 unchanged sentences

Bryan Director February 25, 2025

/s/ Ronald Butler, Jr.

Director February 25, 2025

(Ronald Butler, Jr.)

/s/ Gonzalo A.

2 unchanged sentences

de la Melena, Jr.)

Eicher Director February 25, 2025

Flanagan Director February 25, 2025

/s/ Richard P.

Fox Director February 25, 2025

/s/ Kathryn L.

Munro Director February 27, 2024

/s/ Theodore N.

Geisler Director February 25, 2025

Nordstrom Director February 25, 2025

4 unchanged sentences

Svinicki Director February 25, 2025

Trevathan, Jr.

/s/ James E Trevathan, Jr.

Director February 25, 2025

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures