CFO at Pinnacle West (NYSE: PNW) converts RSUs to common stock

Rhea-AI Filing Summary

Pinnacle West Capital’s SVP & CFO Andrew D. Cooper reported a series of equity compensation transactions on February 20, 2026. He exercised multiple Restricted Stock Units (RSUs), receiving common shares at a stated price of $0.00 per share through derivative exercises.

Some of the newly issued shares were delivered back to the company or withheld to satisfy obligations, including tax-withholding dispositions at $98.34 per share. Footnotes explain that each RSU equals one common share, with awards granted between 2022 and 2025, vesting annually and accruing dividend-equivalent RSUs. After these transactions, Cooper directly owns 19,600 shares of Pinnacle West common stock.

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^*

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)
02/20/2026

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 Stock	02/20/2026		M		490(1)	A	(1)	15,997	D
Common Stock	02/20/2026		D(2)		81	D	$98.34	15,916	D
Common Stock	02/20/2026		F(3)		172	D	$98.34	15,744	D
Common Stock	02/20/2026		M		998(1)	A	(1)	16,742	D
Common Stock	02/20/2026		D(2)		150	D	$98.34	16,592	D
Common Stock	02/20/2026		F(3)		357	D	$98.34	16,235	D
Common Stock	02/20/2026		M		1,880(1)	A	(1)	18,115	D
Common Stock	02/20/2026		D(2)		227	D	$98.34	17,888	D
Common Stock	02/20/2026		F(3)		692	D	$98.34	17,196	D
Common Stock	02/20/2026		M		2,435(1)	A	(1)	19,631	D
Common Stock	02/20/2026		D(2)		191	D	$98.34	19,440	D
Common Stock	02/20/2026		F(3)		940	D	$98.34	18,500	D
Common Stock	02/20/2026		M		1,968(1)	A	(1)	20,468	D
Common Stock	02/20/2026		D(2)		76	D	$98.34	20,392	D
Common Stock	02/20/2026		F(3)		792	D	$98.34	19,600	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 Units	(1)	02/20/2026		M		490(4)		(5)	(5)	Common Stock	490	(1)	0	D
Restricted Stock Units	(1)	02/20/2026		M		998(6)		(7)	(7)	Common Stock	998	(1)	0	D
Restricted Stock Units	(1)	02/20/2026		M		1,880(8)		(9)	(9)	Common Stock	1,880	(1)	1,873(10)	D
Restricted Stock Units	(1)	02/20/2026		M		2,435(11)		(12)	(12)	Common Stock	2,435	(1)	4,870(13)	D
Restricted Stock Units	(1)	02/20/2026		M		1,968(14)		(15)	(15)	Common Stock	1,968	(1)	5,902(16)	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 81 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 number of derivative securities in Column 5 includes 150 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.

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

8. The number of derivative securities in Column 5 includes 227 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.

9. 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.

10. Includes 220 Restricted Stock Units received in connection with the settlement of dividend equivalent rights.

11. The number of derivative securities in Column 5 includes 191 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.

12. 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.

13. Includes 382 Restricted Stock Units received in connection with the settlement of dividend equivalent rights.

14. The number of derivative securities in Column 5 includes 76 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.

15. 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.

16. Includes 226 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.
* 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 activity did Pinnacle West (PNW) CFO Andrew D. Cooper report?

Andrew D. Cooper reported exercising multiple Restricted Stock Units into Pinnacle West common stock. Several related share dispositions occurred, including shares returned to the company and shares withheld to cover obligations, all dated February 20, 2026, as part of his equity compensation.

How many Pinnacle West (PNW) shares does the CFO own after this Form 4?

Following these transactions, Andrew D. Cooper directly owns 19,600 shares of Pinnacle West common stock. This figure reflects the combined effect of RSU conversions into shares and related share dispositions recorded on February 20, 2026, as disclosed in the Form 4.

What type of securities did the Pinnacle West (PNW) CFO convert on February 20, 2026?

The CFO converted Restricted Stock Units, each representing the economic equivalent of one Pinnacle West common share. These RSUs were granted in awards from 2022 through 2025 and vest in four equal annual installments, generating common stock upon settlement.

Why were some Pinnacle West (PNW) shares disposed of in the CFO’s Form 4?

Some shares were retained by the company to meet tax withholding requirements and other obligations. The Form 4 notes dispositions to the issuer and tax-withholding dispositions, with shares valued at $98.34 each for these purposes, while the CFO kept the remaining shares.

How do dividend-equivalent rights affect the Pinnacle West (PNW) CFO’s RSUs?

Dividend-equivalent rights add extra RSUs when cash dividends are paid on Pinnacle West stock. The footnotes state that several RSU totals include vested units from dividend-equivalent settlements, increasing the number of RSUs and resulting common shares the CFO ultimately receives.

What are the vesting terms of the Pinnacle West (PNW) CFO’s RSU awards?

The RSU awards were granted between 2022 and 2025 and vest in four equal annual installments. Vesting generally begins on February 20 of the year following grant, with each installment delivering common stock and associated dividend-equivalent RSUs over the vesting period.