What share disposals did Christopher R. Bauer report in this Form 4 for PNW?

He reported disposing of 17 and 12 common shares to the issuer and 81 and 89 shares for tax withholding at $98.34 per share. These dispositions are tied to RSU settlements and tax obligations, not open-market sales to third-party investors.

Pinnacle West (PNW) VP nets RSU shares after tax-related disposals

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Pinnacle West Capital VP and Treasurer Christopher R. Bauer reported several equity transactions involving restricted stock units and common shares of the company on February 20, 2026. He exercised restricted stock units covering 272 and 291 units, each unit representing the economic equivalent of one share of common stock and settled entirely in shares. These exercises resulted in corresponding acquisitions of company common shares at a stated price of $0.00 per share.

Bauer also disposed of small blocks of common shares back to the company and to satisfy tax obligations. Dispositions included 17 and 12 shares classified as transfers to the issuer, and 81 and 89 shares withheld at $98.34 per share to cover tax liabilities, while he retained the remaining shares from these awards.

Insider Trade Summary

563 shares exercised/converted

Mixed 8 txns

Insider Bauer Christopher R.

Role VP and Treasurer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	272	$0.00	--
Exercise	Restricted Stock Unit	291	$0.00	--
Exercise	Common Sock	272	$0.00	--
Disposition	Common Sock	17	$98.34	$2K
Tax Withholding	Common Sock	81	$98.34	$8K
Exercise	Common Sock	291	$0.00	--
Disposition	Common Sock	12	$98.34	$1K
Tax Withholding	Common Sock	89	$98.34	$9K

Holdings After Transaction: Restricted Stock Unit — 540 shares (Direct); Common Sock — 402 shares (Direct)

Footnotes (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. Represents the cash settlement of Restricted Stock Units received in connection with the settlement of dividend equivalent rights. Shares retained by the Company for purpose of meeting tax withholding requirements. The recipient retained all other shares. The number of derivative securities in Column 5 includes 17 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. The Restricted Stock Units award was granted and was effective in November 2024, and vests in four equal, annual installments beginning on February 20, 2025. Includes 30 Restricted Stock Units received in connection with the settlement of dividend equivalent rights. The number of derivative securities in Column 5 includes 12 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. The Restricted Stock Units award was granted effective February 2025, and vests in four equal, annual installments beginning February 20, 2026. Includes 33 Restricted Stock Units received in connection with the settlement of dividend equivalent rights.

Form 4 Insider Transactions: What Each Field Means →

02/24/2026 - 06:10 PM

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^*

Bauer Christopher R.

(Last)

(First)

(Middle)

400 NORTH 5TH STREET

(Street)

PHOENIX

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)
	VP and Treasurer

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Sock	02/20/2026		M		272⁽¹⁾	A	⁽¹⁾	402	D
Common Sock	02/20/2026		D⁽²⁾		17	D	$98.34	385	D
Common Sock	02/20/2026		F⁽³⁾		81	D	$98.34	304	D
Common Sock	02/20/2026		M		291⁽¹⁾	A	⁽¹⁾	595	D
Common Sock	02/20/2026		D⁽²⁾		12	D	$98.34	583	D
Common Sock	02/20/2026		F⁽³⁾		89	D	$98.34	494	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽¹⁾	02/20/2026		M		272⁽⁴⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	272	⁽¹⁾	540⁽⁶⁾	D
Restricted Stock Unit	⁽¹⁾	02/20/2026		M		291⁽⁷⁾		⁽⁸⁾	⁽⁸⁾	Common Stock	291	⁽¹⁾	870⁽⁹⁾	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 17 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 November 2024, and vests in four equal, annual installments beginning on February 20, 2025.

6. Includes 30 Restricted Stock Units received in connection with the settlement of dividend equivalent rights.

7. The number of derivative securities in Column 5 includes 12 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 effective February 2025, and vests in four equal, annual installments beginning February 20, 2026.

9. Includes 33 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).
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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did PNW executive Christopher R. Bauer report?

Christopher R. Bauer reported exercising restricted stock units into company shares and related share dispositions. He acquired shares through RSU settlements, then transferred small share amounts back to the issuer and for tax withholding, as is common with equity compensation awards.

How many Pinnacle West (PNW) shares were acquired through RSU exercises?

Bauer exercised restricted stock units covering 272 and 291 units, each unit delivering one share of common stock. These transactions increased his direct holdings through equity compensation rather than open-market purchases, reflecting settlement of prior RSU awards granted by the company.

Were the PNW insider transactions open-market buys or sells?

The transactions reflect RSU exercises and related share dispositions, not open-market buying or selling. Shares were acquired via derivative exercises and then partially surrendered to the issuer and for tax withholding, consistent with typical equity award settlement mechanics.

What do the restricted stock unit footnotes mean in the PNW filing?

The footnotes explain that each restricted stock unit equals one common share and is settled entirely in shares. They also note additional units from dividend equivalent rights and clarify that some shares were retained by the company solely to meet tax withholding requirements.

Does this PNW Form 4 indicate a large change in Bauer’s ownership?

The filing shows relatively small share amounts acquired and disposed in connection with RSU settlements and tax withholding. It documents routine equity compensation activity rather than a large standalone purchase or sale that would significantly alter Bauer’s ownership stake.