Equity awards for Pinnacle West (PNW) EVP Heflin trigger RSU exercises and tax withholdings

Rhea-AI Filing Summary

Pinnacle West Capital EVP & CNO Adam C. Heflin reported multiple equity award transactions in company stock. On February 20, 2026, he exercised several batches of Restricted Stock Units (RSUs), which convert into an equal number of common shares and are settled 100% in stock according to the footnotes.

The filing also records related dispositions of common shares back to the company and for tax withholding, with several transactions priced at $98.34 per share. After these exercises and withholding-related dispositions, Heflin directly held 28,120 shares of Pinnacle West common stock, plus a small indirect holding of 6 shares in a trust.

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^*

Heflin Adam C

(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 & CNO, 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		1,352(1)	A	(1)	23,521	D
Common Stock	02/20/2026		D(2)		199	D	$98.34	23,322	D
Common Stock	02/20/2026		F(3)		322	D	$98.34	23,000	D
Common Stock	02/20/2026		M		3,766(1)	A	(1)	26,766	D
Common Stock	02/20/2026		D(2)		564	D	$98.34	26,202	D
Common Stock	02/20/2026		F(3)		892	D	$98.34	25,310	D
Common Stock	02/20/2026		M		1,492(1)	A	(1)	26,802	D
Common Stock	02/20/2026		D(2)		176	D	$98.34	26,626	D
Common Stock	02/20/2026		F(3)		367	D	$98.34	26,259	D
Common Stock	02/20/2026		M		1,531(1)	A	(1)	27,790	D
Common Stock	02/20/2026		D(2)		120	D	$98.34	27,670	D
Common Stock	02/20/2026		F(3)		393	D	$98.34	27,277	D
Common Stock	02/20/2026		M		1,216(1)	A	(1)	28,493	D
Common Stock	02/20/2026		D(2)		47	D	$98.34	28,446	D
Common Stock	02/20/2026		F(3)		326	D	$98.34	28,120	D
Common Stock								6	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			1,352(4)	(5)	(5)	Common Stock	1,352	(1)	0	D
Restricted Stock Units	(1)	02/20/2026		M			3,766(6)	(5)	(5)	Common Stock	3,766	(1)	0	D
Restricted Stock Units	(1)	02/20/2026		M			1,492(7)	(8)	(8)	Common Stock	1,492	(1)	1,496(9)	D
Restricted Stock Units	(1)	02/20/2026		M			1,531(10)	(11)	(11)	Common Stock	1,531	(1)	3,061(12)	D
Restricted Stock Units	(1)	02/20/2026		M			1,216(13)	(14)	(14)	Common Stock	1,216	(1)	3,649(15)	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 199 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 June 2022, and vests in four equal, annual installments beginning on February 20, 2023.

6. The number of derivative securities in Column 5 includes 564 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 number of derivative securities in Column 5 includes 176 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 180 Restricted Stock Units received in connection with the settlement of dividend equivalent rights.

10. 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.

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

13. The number of derivative securities in Column 5 includes 47 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 142 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.
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FAQ

What insider transactions did PNW executive Adam C. Heflin report?

Adam C. Heflin reported exercises of Restricted Stock Units and related share dispositions. RSUs converted into common stock, and some shares were transferred back to the company and withheld for taxes as part of the equity award settlement process.

How many Pinnacle West (PNW) shares does Adam C. Heflin hold after these Form 4 transactions?

After these transactions, Adam C. Heflin directly held 28,120 shares of Pinnacle West common stock and 6 additional shares held indirectly by a trust, reflecting post-transaction balances reported for his equity awards and related tax-withholding dispositions.

Were Adam C. Heflin’s PNW transactions open-market buys or sells?

The reported Pinnacle West transactions were equity award-related, not open-market trades. They include RSU exercises converting into common stock, plus dispositions to the issuer and share withholdings to cover tax obligations tied to those vesting awards.

What price was used for Pinnacle West (PNW) tax-withholding and issuer dispositions?

Several tax-withholding and issuer disposition entries used a transaction price of $98.34 per share. This price applied to common stock delivered back to the company or withheld to satisfy exercise price or tax liabilities associated with the RSU settlements.

How do Restricted Stock Units work in Adam C. Heflin’s PNW equity awards?

Each Restricted Stock Unit represents the right to receive the economic equivalent of one Pinnacle West common share. The footnotes state RSUs are settled 100% in common stock, with dividend equivalent rights accruing as cash dividends are paid on the stock.

What vesting schedules are disclosed for Adam C. Heflin’s PNW RSU grants?

Footnotes describe RSU awards granted in June 2022 and in February 2023, 2024, and 2025. Each grant vests in four equal annual installments, beginning February 20 of the year following or specified in the award’s effective date for Pinnacle West equity compensation.