Exhibit 1.1

 

PINNACLE WEST CAPITAL CORPORATION
COMMON STOCK (NO PAR VALUE)
FIRST AMENDMENT TO EQUITY DISTRIBUTION AGREEMENT
(this “Amendment”)

 

June 5, 2026

 

Reference is hereby made to that certain Equity Distribution Agreement dated November 8, 2024 among Pinnacle West Capital Corporation, an Arizona corporation (the “Company”), and the other parties hereto (the “Agreement”).

 

The parties hereto agree to amend the Agreement by:

   

(i)            changing “eighteen (18)” to “twenty-four (24)” in Section 2(b)(v) of the Agreement; and

 

(ii)           revising any reference to the Agreement to mean the Agreement as amended by this Amendment.

 

Except as specifically provided herein, the Agreement shall remain in full force and effect in accordance with its terms and is hereby ratified and confirmed in all respects. This Amendment is limited as specified, and the execution, delivery and effectiveness of this Amendment shall not operate as a modification, acceptance or waiver of any provision of the Agreement except as specifically set forth herein. From and after the date of this Amendment, the Agreement shall be deemed amended hereby.

 

This Amendment and any claim, controversy or dispute arising under or related to this Amendment shall be governed by and construed in accordance with the laws of the State of New York.

 

{Signature pages follow}

 

 

 

 

  Very truly yours,
   
  PINNACLE WEST CAPITAL CORPORATION
   
  By: /s/ Andrew Cooper
    Name: Andrew Cooper
    Title: Senior Vice President and Chief Financial Officer

 

{Signature Page to First Amendment to Equity Distribution Agreement}

 

 

 

 

Accepted as of the date first written above

 

 

BOFA SECURITIES, INC.
As Manager and Forward Seller
 
By: /s/ Patrick Boultinghouse
  Name: Patrick Boultinghouse
  Title: Managing Director
 
BARCLAYS CAPITAL INC.
As Manager and Forward Seller
 
By: /s/ Gabrielle LeBlanc
  Name: Gabrielle LeBlanc
  Title: Director
 
J.P. MORGAN SECURITIES LLC
As Manager and Forward Seller
 
By: /s/ Preston Ryman
  Name: Preston Ryman
  Title: Vice President
 
MIZUHO SECURITIES USA LLC
As Manager and Forward Seller
 
By: /s/ James Watts
  Name: James Watts
  Title: Managing Director
 
MUFG SECURITIES AMERICAS INC.
As Manager and Forward Seller
 
By: /s/ Geoffrey Paul
  Name: Geoffrey Paul
  Title: Managing Director

 

BANK OF AMERICA, N.A.
As Forward Purchaser
 
By: /s/ Jake Mendelsohn
  Name: Jake Mendelsohn
  Title: Managing Director
 
BARCLAYS BANK PLC
As Forward Purchaser
 
By: /s/ Kevin Cheng
  Name: Kevin Cheng
  Title: Managing Director
 
JPMorgan Chase Bank, National Association
As Forward Purchaser
 
By: /s/ Preston Ryman
  Name: Preston Ryman
  Title: Vice President
 
MIZUHO MARKETS AMERICAS LLC
As Forward Purchaser
 
By: /s/ Matthew Chiavaroli
  Name: Matthew Chiavaroli
  Title: Managing Director
 
MUFG SECURITIES EMEA PLC
As Forward Purchaser
 
By: /s/ Catherine Lucas
  Name: Catherine Lucas
  Title: Authorised Signatory

 

 

{Signature Page to First Amendment to Equity Distribution Agreement}

 

 

 

 

 

TD SECURITIES (USA) LLC
As Manager and Forward Seller
 
By: /s/ Michael Murphy
  Name: Michael Murphy
  Title: Managing Director
 
TRUIST SECURITIES, INC.
As Manager and Forward Seller
 
By: /s/ Geoffrey Fennel
  Name: Geoffrey Fennel
  Title: Director
 
WELLS FARGO SECURITIES, LLC
As Manager and Forward Seller
 
By: /s/ Michael Tiedemann
  Name: Michael Tiedemann
  Title: Managing Director

 

THE TORONTO-DOMINION BANK
As Forward Purchaser
 
By: /s/ Igor Biselman
  Name: Igor Biselman
  Title: Managing Director
 
TRUIST BANK
As Forward Purchaser
 
By: /s/ Rakesh Mangat
  Name: Rakesh Mangat
  Title: Managing Director
 
WELLS FARGO BANK, NATIONAL ASSOCIATION
As Forward Purchaser
 
By: /s/ Christine Roemer
  Name: Christine Roemer
  Title: Managing Director

 

 

{Signature Page to First Amendment to Equity Distribution Agreement}