Pinnacle West (NYSE: PNW) CFO awarded 8,092 Restricted Stock Units

Rhea-AI Filing Summary

Cooper Andrew D reported acquisition or exercise transactions in this Form 4 filing.

Pinnacle West Capital reported that its SVP & CFO, Andrew D. Cooper, received a grant of 8,092 Restricted Stock Units on February 17, 2026. Each unit represents the economic equivalent of one share of common stock and will ultimately be settled in common stock.

The award vests in four equal annual installments beginning on February 20, 2027, aligning Cooper’s compensation with long-term company performance. From grant until vesting, he will earn additional units through dividend equivalents, which will be paid in cash when those dividend-equivalent units 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

OMB APPROVAL

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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^*

Cooper Andrew D

(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 & CFO

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		8,092		(2)	(2)	Common Stock	8,092	(1)	8,092	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 insider transaction did Pinnacle West Capital (PNW) disclose for Andrew D. Cooper?

Pinnacle West Capital disclosed that SVP & CFO Andrew D. Cooper received 8,092 Restricted Stock Units on February 17, 2026. These equity awards link part of his compensation directly to the company’s share performance over several years through stock-settled vesting.

How many Restricted Stock Units did the PNW CFO receive and when do they vest?

Andrew D. Cooper received 8,092 Restricted Stock Units, effective in February 2026. The grant vests in four equal annual installments starting February 20, 2027, spreading the award over four years and encouraging longer-term alignment with shareholder interests.

How are the Restricted Stock Units for PNW’s CFO settled and what do they represent?

Each Restricted Stock Unit granted to PNW’s CFO represents a contingent right to receive the economic equivalent of one share of Pinnacle West common stock. The units will be settled in common stock when they vest, turning the award into actual share ownership.

What are dividend equivalents on the PNW CFO’s Restricted Stock Units?

From the grant date until vesting, when Pinnacle West declares cash dividends, the CFO is credited with additional Restricted Stock Units as dividend equivalents. When those dividend-equivalent units vest, the vested amount is paid out in cash rather than additional shares.

Is the 2026 equity grant to PNW’s CFO an open-market stock purchase or a compensation award?

The 8,092 units reported for PNW’s CFO are a compensation award, not an open-market stock purchase. They were granted at a stated price of $0.00 per unit as part of his equity-based compensation and vest over four annual installments starting in 2027.