Pinnacle West (PNW) CFO logs performance share grant and tax withholding

Q: What performance metrics were tied to the Pinnacle West (PNW) CFO’s 2023 performance share vesting?

The vested performance shares were linked to multiple metrics: total shareholder return performance, earnings per share growth, clean megawatts installed and dividend-equivalent rights. Shares were acquired when these 2023 performance-based awards vested, resulting in the 18,177-share grant reported.

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Pinnacle West Capital SVP & CFO Andrew D. Cooper reported equity compensation activity involving company common stock. On March 18, 2026, he received 18,177 shares of common stock at $0.00 per share as a grant tied to 2023 performance share awards, including total shareholder return, earnings per share growth, clean megawatts installed, and dividend-equivalent rights.

On the same date, 2,160 shares were disposed of back to the company as a cash settlement of performance shares related to dividend-equivalent rights, and 6,704 shares were withheld by the company to cover tax obligations. After these transactions, Cooper directly held 29,053 shares of Pinnacle West Capital common stock.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Cooper Andrew D

Role SVP & CFO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	18,177	$0.00	--
Disposition	Common Stock	2,160	$100.92	$218K
Tax Withholding	Common Stock	6,704	$100.92	$677K

Holdings After Transaction: Common Stock — 37,917 shares (Direct)

Footnotes (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. Represents the cash settlement of performance shares received in connection with the settlement of dividend equivalent rights. Shares retained by the Company for the purpose of meeting tax withholding requirements. The recipient retained all other shares.

Form 4 Insider Transactions: What Each Field Means →

03/20/2026 - 10:40 AM

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
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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^*

Cooper Andrew D

(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
X	Officer (give title below)	Other (specify below)
	SVP & CFO

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)
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 Stock	03/18/2026		A		18,177⁽¹⁾	A	$0⁽¹⁾	37,917	D
Common Stock	03/18/2026		D⁽²⁾		2,160	D	$100.92	35,757	D
Common Stock	03/18/2026		F⁽³⁾		6,704	D	$100.92	29,053	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)

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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Pinnacle West (PNW) CFO Andrew D. Cooper report?

Andrew D. Cooper reported equity compensation-related transactions in Pinnacle West common stock. He received 18,177 shares from 2023 performance share vesting and had 2,160 shares settled in cash and 6,704 shares withheld to satisfy tax obligations.

How many Pinnacle West (PNW) shares did the CFO acquire in this Form 4?

The CFO acquired 18,177 shares of Pinnacle West common stock at $0.00 per share. These shares were issued upon vesting of 2023 performance-based awards tied to total shareholder return, earnings per share growth, clean megawatts installed and dividend-equivalent rights.

Were any of the Pinnacle West (PNW) CFO’s transactions open-market sales or purchases?

None of the reported transactions were open-market trades. The filing shows an equity grant, a disposition to the issuer as cash settlement of performance-share dividend equivalents, and shares withheld by the company solely to cover tax liabilities associated with the vesting.

How many Pinnacle West (PNW) shares were withheld for taxes in the CFO’s filing?

The company withheld 6,704 shares of Pinnacle West common stock to meet tax withholding requirements. According to the footnote, the recipient retained all remaining shares issued from the performance share vesting after this tax-related share withholding.

What is the Pinnacle West (PNW) CFO’s direct shareholding after these transactions?

Following the reported transactions, Andrew D. Cooper directly held 29,053 shares of Pinnacle West common stock. This figure reflects the net position after the 18,177-share grant, the 2,160-share disposition to the issuer, and 6,704 shares withheld for taxes.