PNW (PNW) CEO Theodore Geisler granted 18,204 restricted stock units

Rhea-AI Filing Summary

Pinnacle West Capital Chairman, CEO and President Theodore N. Geisler reported an equity compensation award. On February 17, 2026, he acquired 18,204 Restricted Stock Units (RSUs), each representing the economic equivalent of one share of common stock and to be settled in common stock.

The award vests in four equal annual installments beginning on February 20, 2027. From the grant date until vesting, he will also be credited with additional RSUs as dividend equivalents whenever the company pays cash dividends. RSUs earned as dividend equivalents will be paid in cash when they vest.

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

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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^*

Geisler Theodore N

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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

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 Units	(1)	02/17/2026		A		18,204		(2)	(2)	Common Stock	18,204	(1)	18,204	D

Explanation of Responses:

1. On February 17, 2026, the recipient received the number specified above of Restricted Stock Units and related Dividend Equivalents. 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 common stock. When the Company declares a cash dividend on its stock from the date of grant until the applicable vesting date, the recipient will be credited with additional Restricted Stock Units in satisfaction of the Dividend Equivalents Award. Vested Restricted Stock Units in satisfaction of the Dividend Equivalents Award will be made in cash.

2. The Restricted Stock Units award was granted and was effective in February 2026, and vests in four equal, annual installments beginning on February 20, 2027.

Remarks:

	/s/ Melissa Sallee, Attorney-in-Fact	02/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did PNW executive Theodore Geisler report on this Form 4?

Theodore N. Geisler, Chairman, CEO and President of Pinnacle West Capital (PNW), reported receiving 18,204 Restricted Stock Units as an equity award. Each RSU represents the economic equivalent of one share of common stock and will be settled in stock.

How many Restricted Stock Units were granted to the PNW CEO?

The filing shows a grant of 18,204 Restricted Stock Units to the PNW Chairman, CEO and President. These RSUs provide the economic equivalent of one share of common stock each and are scheduled to be settled in common stock upon vesting.

When do Theodore Geisler’s PNW RSUs vest?

The RSU award to Theodore Geisler vests in four equal annual installments beginning on February 20, 2027. This structure spreads vesting over several years, aligning the executive’s compensation with longer-term company performance and retention incentives.

What are dividend equivalents in the PNW RSU award?

From the grant date until each vesting date, the recipient will be credited with additional Restricted Stock Units as dividend equivalents whenever Pinnacle West Capital declares a cash dividend. The vested RSUs attributable to these dividend equivalents will be paid out in cash.

How will the granted RSUs for PNW’s CEO be settled?

Each granted Restricted Stock Unit represents a contingent right to receive the economic equivalent of one share of Pinnacle West Capital common stock. According to the filing, the RSUs themselves will be settled in common stock when they vest, enhancing equity-based compensation.

Is this PNW Form 4 a purchase or a compensation grant?

The Form 4 reflects a grant/award acquisition of Restricted Stock Units to the PNW CEO, not an open-market stock purchase. The transaction code is “A”, indicating a grant, award, or other acquisition as part of the company’s compensation arrangements.