PINNACLE WEST CAPITAL CORP 8-K

What Happened Pinnacle West Capital Corporation filed an 8-K disclosing that on February 18, 2026 it entered a third amended and restated five‑year unsecured $300 million revolving credit facility for Pinnacle West (matures Feb 18, 2031) and that Arizona Public Service Company (APS) entered an amended and restated five‑year unsecured $1.7 billion revolving credit facility (matures Feb 18, 2031). The filing also reports Board and committee approvals (Feb 17–18, 2026) of 2026 incentive award opportunities for CEO Theodore N. Geisler, CFO Andrew D. Cooper, COO Jacob Tetlow, and Palo Verde Chief Nuclear Officer Adam C. Heflin tied to APS earnings and business-unit performance.

Key Details

• Pinnacle West facility: $300 million, five‑year unsecured revolving credit, replaces prior $200M facility (prior maturity Apr 10, 2028); usable for general corporate purposes, commercial paper support, and letters of credit.
• APS facility: $1.7 billion, five‑year unsecured revolving credit, replaces prior $1.25B facility (prior maturity Apr 10, 2028); similar uses and terms.
• Executive incentive targets: Geisler target = 125% of base salary (max 250%); Cooper target = 70% (max 140%); Tetlow target = 75% (max 150%); Heflin target = 75% (max 150%) — awards contingent on specified APS earnings thresholds and business-unit performance metrics (safety, customer experience, financial health, reliability; nuclear operations for Palo Verde).
• Facilities include customary covenants (debt-to-capitalization limits, lien restrictions, APS ownership requirements for Pinnacle West), events of default (cross-default, change of control), and interest tied to each borrower’s senior unsecured ratings.

Why It Matters The new facilities extend Pinnacle West and APS liquidity commitments to 2031 and increase borrowing capacity (Pinnacle West +$100M, APS +$450M versus prior facilities), strengthening short‑term funding flexibility and backstopping commercial paper programs. Covenants and change‑of‑control provisions could affect corporate actions or financing choices if metrics are breached. The approved 2026 incentive opportunities tie senior executives’ pay to APS earnings and operational metrics, signaling alignment of management compensation with utility performance and subjecting awards to adjustment and clawback policies. Investors should note the increased committed liquidity and the financial covenant framework when assessing near‑term credit and capital structure risk.