PINNACLE WEST CAPITAL CORP

EX-1.1 · tm2616952d1_ex1-1.htm

EX-1.1
 2
 tm2616952d1_ex1-1.htm
 EXHIBIT 1.1

 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}