Pinnacle West (NYSE: PNW) EVP Tetlow exercises RSUs, disposes shares for taxes

Rhea-AI Filing Summary

Pinnacle West Capital EVP and COO Jacob Tetlow reported multiple equity award transactions in the form of Restricted Stock Units and common stock on February 20, 2026. Several RSU awards were exercised and settled in shares, consistent with footnotes stating each unit equals one share of common stock and includes dividend-equivalent units tied to cash dividends. To cover tax obligations and issuer-related settlements, Tetlow delivered portions of the common shares back to the company at $98.34 per share under disposition and tax-withholding codes. After these transactions, he held 2,692 common shares directly and 2,471 shares indirectly through a 401(k), reflecting a mix of award vesting, tax withholding, and ongoing ownership rather than open-market buying or selling.

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^*

Tetlow Jacob

(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
	Officer (give title below)	X	Other (specify below)
			EVP, COO, APS

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		781(1)	A	(1)	837	D
Common Stock	02/20/2026		D(2)		127	D	$98.34	710	D
Common Stock	02/20/2026		F(3)		294	D	$98.34	416	D
Common Stock	02/20/2026		M		1,408(1)	A	(1)	1,824	D
Common Stock	02/20/2026		D(2)		168	D	$98.34	1,656	D
Common Stock	02/20/2026		F(3)		532	D	$98.34	1,124	D
Common Stock	02/20/2026		M		1,531(1)	A	(1)	2,655	D
Common Stock	02/20/2026		D(2)		120	D	$98.34	2,535	D
Common Stock	02/20/2026		F(3)		605	D	$98.34	1,930	D
Common Stock	02/20/2026		M		1,389(1)	A	(1)	3,319	D
Common Stock	02/20/2026		D(2)		54	D	$98.34	3,265	D
Common Stock	02/20/2026		F(3)		573	D	$98.34	2,692	D
Common Stock								2,471	I	by 401(k)

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			781(4)	(5)	(5)	Common Stock	781	(1)	0	D
Restricted Stock Units	(1)	02/20/2026		M			1,408(6)	(7)	(7)	Common Stock	1,408	(1)	1,407(8)	D
Restricted Stock Units	(1)	02/20/2026		M			1,531(9)	(10)	(10)	Common Stock	1,531	(1)	3,061(11)	D
Restricted Stock Units	(1)	02/20/2026		M			1,389(12)	(13)	(13)	Common Stock	1,389	(1)	4,165(14)	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 127 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 168 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 February 2023, and vests in four equal, annual installments beginning on February 20, 2024.

8. Includes 167 Restricted Stock Units received in connection with the settlement of dividend equivalent rights.

9. The number of derivative securities in Column 5 includes 120 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.

10. 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.

11. Includes 239 Restricted Stock Units received in connection with the settlement of dividend equivalent rights.

12. The number of derivative securities in Column 5 includes 54 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.

13. 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.

14. Includes 160 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).
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FAQ

What insider equity transactions did PNW executive Jacob Tetlow report?

Jacob Tetlow reported exercises of Restricted Stock Units and related common stock movements on February 20, 2026. Awards were settled in shares, with some stock delivered back to Pinnacle West for issuer settlements and tax withholding, while he retained a substantial direct and indirect share position.

Did Jacob Tetlow of PNW buy or sell shares on the open market?

The filing does not show open-market buys or sells. Instead, it reports RSU exercises, issuer dispositions, and tax-withholding transactions, where shares are delivered back to the company or withheld to satisfy obligations, rather than traded on the stock exchange.

How many Pinnacle West (PNW) shares does Jacob Tetlow own after these Form 4 transactions?

After the reported transactions, Jacob Tetlow directly owns 2,692 shares of Pinnacle West common stock. He also has an indirect holding of 2,471 shares through a 401(k) plan, reflecting both equity award activity and continuing ownership in the company.

What do the RSU footnotes mean in Jacob Tetlow’s PNW Form 4?

The footnotes explain that each Restricted Stock Unit equals one common share and is settled entirely in stock. They also note additional RSUs received from dividend-equivalent rights, which accrue when Pinnacle West pays cash dividends on its common shares, increasing Tetlow’s derivative award balances.

Why were some PNW shares in Tetlow’s Form 4 coded as tax-withholding dispositions?

Shares coded with transaction code F were withheld to pay tax liabilities linked to RSU settlement. Instead of paying cash, a portion of the newly delivered shares is retained by the company at $98.34 per share, allowing required taxes to be satisfied in stock form.

What is the significance of the dividend-equivalent RSUs for PNW executive Tetlow?

Dividend-equivalent RSUs increase Tetlow’s awards when Pinnacle West pays cash dividends. The filing states specific vested units were received this way, meaning his RSU balance grows over time as dividends are declared, and those units are eventually settled in additional common shares.