AI English summary of an SEC filing — figures as filed

Pinnacle West said it entered into separate Forward Sale Agreements with Mizuho Markets Americas LLC and Wells Fargo Bank, National Association covering 9,774,436 shares of common stock on February 28, 2024. On February 29, 2024, it entered into additional Forward Sale Agreements covering 1,466,165 shares.

8-KEntry into a Material Definitive AgreementFiled Mar 4, 2024Period of report Feb 28, 2024Summary published (UTC) Oct 31, 2026

Key points

AI summary

Pinnacle West said it entered into separate Forward Sale Agreements with Mizuho Markets Americas LLC and Wells Fargo Bank, National Association covering 9,774,436 shares of common stock on February 28, 2024. On February 29, 2024, it entered into additional Forward Sale Agreements covering 1,466,165 shares.
The company said each Forward Sale Agreement provides for settlement on dates it chooses, no later than September 4, 2025. If it elects physical settlement, it will issue shares at the forward sale price then in effect, which initially is $64.505 per share.
The company said the forward sale price is subject to adjustment based on a floating interest rate factor equal to the overnight bank funding rate less a spread, and to decreases tied to expected dividends. It also said each Forward Purchaser may require accelerated physical settlement if it cannot borrow shares at an acceptable cost or in other specified circumstances.
The company entered into an Underwriting Agreement on February 28, 2024 for the public offering by the Forward Sellers of 9,774,436 shares of common stock, and granted the Underwriters a 30-day option to buy up to an additional 1,466,165 shares. The Underwriters exercised the option in full on February 29. At the closing on March 4, 2024, a total of 11,240,601 shares were sold.

Summary

AI-written

Analysis scope · Filing bodyWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

Forward Sale Agreements and Shares Covered

Pinnacle West said it entered into separate Forward Sale Agreements with Mizuho Markets Americas LLC and Wells Fargo Bank, National Association covering 9,774,436 shares of common stock on February 28, 2024. On February 29, 2024, it entered into additional Forward Sale Agreements covering 1,466,165 shares.

Source · Based on the filing body and exhibits

Settlement Deadline and Initial Forward Sale Price

The company said each Forward Sale Agreement provides for settlement on dates it chooses, no later than September 4, 2025. If it elects physical settlement, it will issue shares at the forward sale price then in effect, which initially is $64.505 per share.

Source · Based on the filing body and exhibits

Forward Price Adjustment and Acceleration Triggers

The company said the forward sale price is subject to adjustment based on a floating interest rate factor equal to the overnight bank funding rate less a spread, and to decreases tied to expected dividends. It also said each Forward Purchaser may require accelerated physical settlement if it cannot borrow shares at an acceptable cost or in other specified circumstances.

Source · Based on the filing body and exhibits

Underwriting Agreement and Option Exercise

The company entered into an Underwriting Agreement on February 28, 2024 for the public offering by the Forward Sellers of 9,774,436 shares of common stock, and granted the Underwriters a 30-day option to buy up to an additional 1,466,165 shares. The Underwriters exercised the option in full on February 29. At the closing on March 4, 2024, a total of 11,240,601 shares were sold.

Source · Based on the filing body and exhibits

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.

View the original filing on SEC EDGAR ↗

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