Pinnacle West (PNW) SVP gets 3,712-share award, 1,402 withheld for taxes

Rhea-AI Filing Summary

PINNACLE WEST CAPITAL CORP SVP Public Policy APS Jose Luis Esparza Jr reported compensation-related stock transactions in common stock. He received a grant of 3,712 shares at $0.00 per share tied to 2023 performance metrics, including total shareholder return, earnings per share growth, and clean megawatts installed, plus dividend-equivalent performance shares.

In connection with this vesting, 443 shares were disposed back to the company as a cash settlement of dividend-equivalent performance shares, and 1,402 shares were retained by the company to satisfy tax withholding at $100.92 per share. After these non-market transactions, Esparza directly holds 6,648 common shares.

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^*

Esparza Jose Luis Jr

(Last) (First) (Middle)

400 N. 5TH STREET

(Street)

PHOENIX ARIZONA 85004

(City) (State) (Zip)

UNITED STATES

(Country)

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
	Officer (give title below)	X	Other (specify below)
			SVP Public Policy APS

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/18/2026

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

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

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

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	03/18/2026		A		3,712(1)	A	$0(1)	8,493	D
Common Stock	03/18/2026		D(2)		443	D	$100.92	8,050	D
Common Stock	03/18/2026		F(3)		1,402	D	$100.92	6,648	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

Explanation of Responses:

1. Shares acquired upon the vesting of the performance shares granted in 2023 that were tied to the following: total shareholder return performance; earnings per share growth; clean megawatts installed metrics; and performance shares received in connection with dividend equivalent rights.

2. Represents the cash settlement of performance shares received in connection with the settlement of dividend equivalent rights.

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

Remarks:

	/s/ Melissa Sallee, Attorney-in-Fact	03/20/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did PNW executive Jose Luis Esparza Jr report?

Jose Luis Esparza Jr reported a grant of 3,712 Pinnacle West common shares and related dispositions of 443 and 1,402 shares tied to dividend-equivalent settlements and tax withholding, leaving him with 6,648 shares directly owned.

Were Jose Luis Esparza Jr’s PNW stock transactions open-market buys or sales?

The transactions were not open-market buys or sales. They reflect a performance-based stock grant, a disposition of 443 shares back to the company, and 1,402 shares retained for tax withholding associated with the vesting event.

How many Pinnacle West (PNW) shares does Jose Luis Esparza Jr now hold?

After the reported Form 4 transactions, Jose Luis Esparza Jr directly owns 6,648 shares of Pinnacle West common stock. This figure reflects the net result of the 3,712-share award and related 443- and 1,402-share dispositions.

What performance metrics were tied to Jose Luis Esparza Jr’s 3,712-share PNW award?

The 3,712-share award vested based on 2023 performance metrics: total shareholder return performance, earnings per share growth, clean megawatts installed, and performance shares received in connection with dividend equivalent rights, as described in the Form 4 footnotes.

Why were 1,402 PNW shares withheld from Jose Luis Esparza Jr’s award?

Of the vested shares, 1,402 were retained by the company to meet tax withholding requirements at $100.92 per share. The footnotes state the recipient retained all remaining shares after satisfying these tax obligations through share withholding.

What does the 443-share disposition in Jose Luis Esparza Jr’s PNW Form 4 represent?

The 443-share disposition represents a cash settlement of performance shares received in connection with dividend equivalent rights. These shares were effectively settled back to the company rather than sold in the open market to third-party investors.