Pinnacle West SVP logs RSU conversions, share offsets

Pinnacle West Capital Corp SVP and General Counsel Shirley A. Baum reported multiple equity award transactions dated February 20, 2026.

Rhea-AI Filing Summary

Pinnacle West Capital Corp SVP and General Counsel Shirley A. Baum reported multiple equity award transactions dated February 20, 2026. She exercised several Restricted Stock Units, which each represent the right to receive one share of common stock and are settled entirely in shares, increasing her common stock holdings.

On the same date, a portion of the newly delivered common shares was disposed back to the company and withheld at a price of $98.34 per share to cover tax and other obligations, while the remainder was retained. After these acquisitions and related dispositions, Baum directly owned 4,444 shares of Pinnacle West common stock.

Insider Trade Summary

2,258 shares exercised/converted

Exercise 20 txns

Insider Baum Shirley A

Role SVP and GC

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	169	$0.00	$0.00
Exercise	Restricted Stock Unit	198	$0.00	$0.00
Exercise	Restricted Stock Unit	433	$0.00	$0.00
Exercise	Restricted Stock Unit	589	$0.00	$0.00
Exercise	Restricted Stock Unit	869	$0.00	$0.00
Exercise	Common Sock	169	$0.00	$0.00
Disposition	Common Sock	32	$98.34	$3K
Exercise Price or Tax Liability	Common Sock	66	$98.34	$6K
Exercise	Common Sock	198	$0.00	$0.00
Disposition	Common Sock	32	$98.34	$3K
Exercise Price or Tax Liability	Common Sock	80	$98.34	$8K
Exercise	Common Sock	433	$0.00	$0.00
Disposition	Common Sock	53	$98.34	$5K
Exercise Price or Tax Liability	Common Sock	183	$98.34	$18K
Exercise	Common Sock	589	$0.00	$0.00
Disposition	Common Sock	46	$98.34	$5K
Exercise Price or Tax Liability	Common Sock	241	$98.34	$24K
Exercise	Common Sock	869	$0.00	$0.00
Disposition	Common Sock	34	$98.34	$3K
Exercise Price or Tax Liability	Common Sock	358	$98.34	$35K

Holdings After Transaction: Restricted Stock Unit — 4,212 contracts (Direct); Common Sock — 4,444 shares (Direct)

Footnotes (15)

1. F1. Each Restricted Stock Unit represents a contingent right to receive the economic equivalent of one share of the Company's common stock. The Restricted Stock Units will be settled in 100% shares of common stock.
2. F2. Represents the cash settlement of Restricted Stock Units received in connection with the settlement of dividend equivalent rights.
3. F3. Shares retained by the Company for purpose of meeting tax withholding requirements. The recipient retained all other shares.
4. F4. The number of derivative securities in Column 5 includes 32 vested Restricted Stock Units received in connection with the settlement of dividend equivalent rights. Dividend equivalent rights accrue with respect to these Restricted Stock Units when and as cash dividends are paid on the Company's common stock.
5. F5. The Restricted Stock Units award was granted and was effective in February 2022, and vests in four equal, annual installments beginning on February 20, 2023.
6. F6. The Restricted Stock Units award was granted and was effective in Mach 2022, and vests in four equal, annual installments beginning on February 20, 2023.
7. F7. The number of derivative securities in Column 5 includes 53 vested Restricted Stock Units received in connection with the settlement of dividend equivalent rights. Dividend equivalent rights accrue with respect to these Restricted Stock Units when and as cash dividends are paid on the Company's common stock.
8. F8. The Restricted Stock Units award was granted and was effective in February 2023, and vests in four equal, annual installments beginning on February 20, 2024.
9. F9. Includes 50 Restricted Stock Units received in connection with the settlement of dividend equivalent rights.
10. F10. The number of derivative securities in Column 5 includes 46 vested Restricted Stock Units received in connection with the settlement of dividend equivalent rights. Dividend equivalent rights accrue with respect to these Restricted Stock Units when and as cash dividends are paid on the Company's common stock.
11. F11. The Restricted Stock Units award was granted and was effective in February 2024, and vests in four equal, annual installments beginning on February 20, 2025.
12. F12. Includes 91 Restricted Stock Units received in connection with the settlement of dividend equivalent rights.
13. F13. The number of derivative securities in Column 5 includes 34 vested Restricted Stock Units received in connection with the settlement of dividend equivalent rights. Dividend equivalent rights accrue with respect to these Restricted Stock Units when and as cash dividends are paid on the Company's common stock.
14. F14. The Restricted Stock Units award was granted and was effective in February 2025, and vests in four equal, annual installments beginning on February 20, 2026.
15. F15. Includes 100 Restricted Stock Units received in connection with the settlement of dividend equivalent rights.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did PNW SVP Shirley A. Baum report?

Shirley A. Baum reported exercising multiple Restricted Stock Units into Pinnacle West common stock and related share dispositions on February 20, 2026. Some shares were returned to the company or withheld to cover taxes, with the balance increasing her direct ownership position.

How many Pinnacle West (PNW) shares does Shirley A. Baum now hold?

Following the February 20, 2026 transactions, Shirley A. Baum directly holds 4,444 Pinnacle West common shares. This figure reflects both the RSU conversions into stock and the shares disposed or withheld to satisfy tax and settlement obligations with the company that same day.

What are the Restricted Stock Units in the PNW Form 4 filing?

The Restricted Stock Units each represent a contingent right to receive the economic equivalent of one Pinnacle West common share. They are settled 100% in common stock as vesting conditions are met, with some awards vesting annually starting on specified February 20 dates in 2023, 2024, 2025, and 2026.

Why were some PNW shares disposed or withheld in this Form 4?

Certain Pinnacle West shares were disposed back to the company and others withheld at $98.34 per share to satisfy tax withholding and related obligations. Footnotes clarify that the recipient retained the remaining shares, so only a portion of the RSU-delivered stock was used for these purposes.

Were dividend equivalent rights involved in the PNW RSU transactions?

Yes. Several RSU positions include units received from dividend equivalent rights, which accrue when cash dividends are paid on Pinnacle West common stock. Some derivative security counts specifically include vested RSUs created through these dividend equivalents, which then settle in common shares alongside the underlying awards.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 02/24/2026 - 06:09 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Baum Shirley A

(Last) (First) (Middle)

400 N. 5TH STREET

(Street)

PHOENIX AZ 85004

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PINNACLE WEST CAPITAL CORP [ PNW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP and GC

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Sock	02/20/2026		M		169(1)	A	(1)	3,480	D
Common Sock	02/20/2026		D(2)		32	D	$98.34	3,448	D
Common Sock	02/20/2026		F(3)		66	D	$98.34	3,382	D
Common Sock	02/20/2026		M		198(1)	A	(1)	3,580	D
Common Sock	02/20/2026		D(2)		32	D	$98.34	3,548	D
Common Sock	02/20/2026		F(3)		80	D	$98.34	3,468	D
Common Sock	02/20/2026		M		433(1)	A	(1)	3,901	D
Common Sock	02/20/2026		D(2)		53	D	$98.34	3,848	D
Common Sock	02/20/2026		F(3)		183	D	$98.34	3,665	D
Common Sock	02/20/2026		M		589(1)	A	(1)	4,254	D
Common Sock	02/20/2026		D(2)		46	D	$98.34	4,208	D
Common Sock	02/20/2026		F(3)		241	D	$98.34	3,967	D
Common Sock	02/20/2026		M		869(1)	A	(1)	4,836	D
Common Sock	02/20/2026		D(2)		34	D	$98.34	4,802	D
Common Sock	02/20/2026		F(3)		358	D	$98.34	4,444	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(1)	02/20/2026		M		169(4)		(5)	(5)	Common Stock	169	(1)	0	D
Restricted Stock Unit	(1)	02/20/2026		M		198(4)		(6)	(6)	Common Stock	198	(1)	0	D
Restricted Stock Unit	(1)	02/20/2026		M		433(7)		(8)	(8)	Common Stock	433	(1)	430(9)	D
Restricted Stock Unit	(1)	02/20/2026		M		589(10)		(11)	(11)	Common Stock	589	(1)	1,177(12)	D
Restricted Stock Unit	(1)	02/20/2026		M		869(13)		(14)	(14)	Common Stock	869	(1)	2,605(15)	D

Explanation of Responses:

1. Each Restricted Stock Unit represents a contingent right to receive the economic equivalent of one share of the Company's common stock. The Restricted Stock Units will be settled in 100% shares of common stock.

2. Represents the cash settlement of Restricted Stock Units received in connection with the settlement of dividend equivalent rights.

3. Shares retained by the Company for purpose of meeting tax withholding requirements. The recipient retained all other shares.

4. The number of derivative securities in Column 5 includes 32 vested Restricted Stock Units received in connection with the settlement of dividend equivalent rights. Dividend equivalent rights accrue with respect to these Restricted Stock Units when and as cash dividends are paid on the Company's common stock.

5. The Restricted Stock Units award was granted and was effective in February 2022, and vests in four equal, annual installments beginning on February 20, 2023.

6. The Restricted Stock Units award was granted and was effective in Mach 2022, and vests in four equal, annual installments beginning on February 20, 2023.

7. The number of derivative securities in Column 5 includes 53 vested Restricted Stock Units received in connection with the settlement of dividend equivalent rights. Dividend equivalent rights accrue with respect to these Restricted Stock Units when and as cash dividends are paid on the Company's common stock.

8. The Restricted Stock Units award was granted and was effective in February 2023, and vests in four equal, annual installments beginning on February 20, 2024.

9. Includes 50 Restricted Stock Units received in connection with the settlement of dividend equivalent rights.

10. The number of derivative securities in Column 5 includes 46 vested Restricted Stock Units received in connection with the settlement of dividend equivalent rights. Dividend equivalent rights accrue with respect to these Restricted Stock Units when and as cash dividends are paid on the Company's common stock.

11. The Restricted Stock Units award was granted and was effective in February 2024, and vests in four equal, annual installments beginning on February 20, 2025.

12. Includes 91 Restricted Stock Units received in connection with the settlement of dividend equivalent rights.

13. The number of derivative securities in Column 5 includes 34 vested Restricted Stock Units received in connection with the settlement of dividend equivalent rights. Dividend equivalent rights accrue with respect to these Restricted Stock Units when and as cash dividends are paid on the Company's common stock.

14. The Restricted Stock Units award was granted and was effective in February 2025, and vests in four equal, annual installments beginning on February 20, 2026.

15. Includes 100 Restricted Stock Units received in connection with the settlement of dividend equivalent rights.

Remarks:

	/s/ Melissa Sallee, Attorney-in-Fact	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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