Pinnacle West (PNW) CEO exercises RSUs, gifts 5,319 shares to trust

Rhea-AI Filing Summary

Pinnacle West Capital director and Chairman, CEO and President Theodore N. Geisler reported a series of equity compensation transactions in company stock. On February 20, 2026, multiple tranches of Restricted Stock Units were exercised and converted into shares of common stock at a stated price of $98.34 per share for related tax and settlement entries. A portion of the resulting shares was retained by the company to satisfy tax withholding obligations, while other shares reflected cash settlement of dividend-equivalent rights tied to prior RSU awards. After these moves, Geisler transferred 5,319 shares as a bona fide gift to a revocable family trust, resulting in 37,567 shares of common stock reported as held indirectly by the trust. The activity reflects equity award vesting, tax management, and estate planning rather than open-market buying or selling.

Insights

Equity compensation analyst

CEO activity reflects routine RSU vesting, tax withholding, and gifting, not open‑market trading.

Theodore N. Geisler, Chairman, CEO and President of Pinnacle West Capital, reported multiple Restricted Stock Unit exercises on February 20, 2026. These M-coded entries show derivative exercises converting RSUs into common stock as part of previously granted awards.

Several D and F coded transactions in common stock occurred at $98.34 per share, representing shares retained by the company to settle tax liabilities or related obligations, consistent with the footnote disclosures. This reduces the number of shares delivered to the executive without indicating discretionary market sales.

Geisler then executed G-coded bona fide gifts of 5,319 shares of common stock, ending with 37,567 shares held indirectly via a revocable family trust. Overall, the filing describes compensation vesting and estate planning decisions, with neutral implications for investors given the absence of 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

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^*

Geisler Theodore N

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, CEO and President

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		2,248(1)	A	(1)	2,248	D
Common Stock	02/20/2026		D(2)		361	D	$98.34	1,887	D
Common Stock	02/20/2026		F(3)		790	D	$98.34	1,097	D
Common Stock	02/20/2026		M		1,634(1)	A	(1)	2,731	D
Common Stock	02/20/2026		D(2)		192	D	$98.34	2,539	D
Common Stock	02/20/2026		F(3)		604	D	$98.34	1,935	D
Common Stock	02/20/2026		M		1,943(1)	A	(1)	3,878	D
Common Stock	02/20/2026		D(2)		152	D	$98.34	3,726	D
Common Stock	02/20/2026		F(3)		750	D	$98.34	2,976	D
Common Stock	02/20/2026		M		1,736(1)	A	(1)	4,712	D
Common Stock	02/20/2026		D(2)		67	D	$98.34	4,645	D
Common Stock	02/20/2026		F(3)		699	D	$98.34	3,946	D
Common Stock	02/20/2026		M		2,458(1)	A	(1)	6,404	D
Common Stock	02/20/2026		D(2)		96	D	$98.34	6,308	D
Common Stock	02/20/2026		F(3)		989	D	$98.34	5,319	D
Common Stock	02/20/2026		G(4)		5,319(4)	D	(4)	0	D
Common Stock	02/20/2026		G(4)		5,319(4)	A	(4)	37,567	I	by Trust

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			2,248(5)	(6)	(6)	Common Stock	2,248	(1)	0	D
Restricted Stock Units	(1)	02/20/2026		M			1,634(7)	(8)	(8)	Common Stock	1,634	(1)	1,638(9)	D
Restricted Stock Units	(1)	02/20/2026		M			1,943(10)	(11)	(11)	Common Stock	1,943	(1)	3,885(12)	D
Restricted Stock Units	(1)	02/20/2026		M			1,736(13)	(14)	(14)	Common Stock	1,736	(1)	5,208(15)	D
Restricted Stock Units	(1)	02/20/2026		M			2,458(16)	(17)	(17)	Common Stock	2,458	(1)	7,369(18)	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 reporting person gifted the shares received on February 20, 2026 to a revocable family trust.

5. The number of derivative securities in Column 5 includes 361 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.

6. 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.

7. The number of derivative securities in Column 5 includes 192 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 and was effective in February 2023, and vests in four equal, annual installments beginning on February 20, 2024.

9. Includes 196 Restricted Stock Units received in connection with the settlement of dividend equivalent rights.

10. The number of derivative securities in Column 5 includes 152 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.

11. 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.

12. Includes 303 Restricted Stock Units received in connection with the settlement of dividend equivalent rights.

13. The number of derivative securities in Column 5 includes 67 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.

14. 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.

15. Includes 201 Restricted Stock Units received in connection with the settlement of dividend equivalent rights.

16. The number of derivative securities in Column 5 includes 96 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.

17. The Restricted Stock Units award was granted and was effective in April 2025, and vests in four equal, annual installments beginning on February 20, 2026.

18. The number of derivative securities in Column 5 includes 283 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.

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.

FAQ

What insider transactions did Pinnacle West (PNW) CEO Theodore Geisler report?

Theodore N. Geisler reported multiple exercises of Restricted Stock Units into Pinnacle West common stock, combined with share withholdings for taxes and bona fide gifts. These movements reflect equity award vesting, tax settlement and estate planning rather than open-market stock purchases or sales.

Did the Pinnacle West (PNW) CEO buy or sell shares on the open market in this Form 4?

The filing does not show open-market purchases or sales. Reported transactions are RSU exercises, shares retained by the company to cover tax withholding, and bona fide gifts to a revocable family trust, all tied to existing equity compensation awards.

How many Pinnacle West (PNW) shares were gifted by the CEO to a trust?

Theodore N. Geisler reported gifting 5,319 shares of Pinnacle West common stock to a revocable family trust. Following this bona fide gift transaction, a total of 37,567 shares of common stock were reported as held indirectly through the trust structure.

What price was used for Pinnacle West (PNW) tax-withholding share entries?

Transactions coded for tax withholding and related settlements used a per-share value of $98.34. This price applied to shares retained by the company to satisfy tax obligations linked to the CEO’s Restricted Stock Unit exercises and dividend-equivalent right settlements.

What do the Restricted Stock Unit transactions mean for Pinnacle West (PNW) CEO ownership?

Restricted Stock Unit exercises converted derivative awards into Pinnacle West common shares, increasing reported holdings before tax withholdings and gifts. After settling taxes and transferring shares to a revocable family trust, the CEO’s ownership shifted more toward indirect holdings through that trust.

Are the Pinnacle West (PNW) CEO’s RSU awards tied to prior grant dates?

Yes. Footnotes explain that the Restricted Stock Unit awards were granted in February 2022, February 2023, February 2024 and April 2025, each vesting in four equal annual installments starting the February after grant, driving the February 20, 2026 vesting activity.