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Pinnacle West (NYSE: PNW) CEO gets stock award, gifts shares to trust

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Pinnacle West Capital Chairman, CEO and President Theodore N. Geisler reported several equity-related transactions in company common stock. He received 24,287 shares on March 18, 2026 from the vesting of 2023 performance shares tied to total shareholder return, earnings per share growth, clean megawatts installed, and dividend-equivalent rights.

On the same date, 2,897 shares were returned to the company at $100.92 per share in connection with cash settlement of performance shares linked to dividend-equivalent rights. Another 8,954 shares were withheld by the company to cover tax obligations, while all remaining vested shares were retained.

Geisler then made a bona fide gift of 12,436 shares, transferring them to a revocable family trust. Following these moves, his direct holdings in common stock fell to zero, and his indirect holdings through the trust increased to 50,003 shares.

Positive

  • None.

Negative

  • None.

Insights

Routine performance share vesting, tax withholding, and family trust gift.

Theodore Geisler’s transactions reflect standard executive equity compensation mechanics. Performance shares granted in 2023 vested based on predefined metrics, delivering 24,287 common shares. Part of this award was settled in cash and part in shares, consistent with typical long-term incentive structures.

The return of 2,897 shares to the issuer at $100.92 and the withholding of 8,954 shares for taxes are non-market events and do not represent open-market selling. They simply satisfy plan and tax requirements while leaving net equity exposure with the executive.

The subsequent gift of 12,436 shares to a revocable family trust shifts holdings from direct to indirect ownership, with trust-level control. The filing shows indirect holdings of 50,003 shares after the gift. Overall, these actions appear administrative and compensation-related rather than signaling a change in sentiment.

Insider Geisler Theodore N
Role Chairman, CEO and President
Type Security Shares Price Value
Grant/Award Common Stock 24,287 $0.00 --
Disposition Common Stock 2,897 $100.92 $292K
Tax Withholding Common Stock 8,954 $100.92 $904K
Gift Common Stock 12,436 $0.00 --
Gift Common Stock 12,436 $0.00 --
Holdings After Transaction: Common Stock — 24,287 shares (Direct); Common Stock — 50,003 shares (Indirect, by Trust)
Footnotes (1)
  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. The reporting person gifted the shares received on March 18, 2026 to a revocable family trust.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Geisler Theodore N
(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chairman, CEO and President
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/18/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock03/18/2026A24,287(1)A$0(1)24,287D
Common Stock03/18/2026D(2)2,897D$100.9221,390D
Common Stock03/18/2026F(3)8,954D$100.9212,436D
Common Stock03/18/2026G(4)12,436(4)D(4)0D
Common Stock03/18/2026G(4)12,436(4)A(4)50,003Iby 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
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.
4. The reporting person gifted the shares received on March 18, 2026 to a revocable family trust.
Remarks:
/s/ Melissa Sallee, Attorney-in-Fact03/20/2026
** Signature of Reporting PersonDate
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 did PNW’s CEO Theodore Geisler report in this Form 4 filing?

Theodore Geisler reported the vesting of 24,287 performance-based Pinnacle West common shares, partial cash settlement and tax withholding on that award, and a subsequent gift of 12,436 shares to a revocable family trust, shifting his holdings from direct to indirect ownership.

How many Pinnacle West (PNW) shares did the CEO receive from performance awards?

Geisler received 24,287 Pinnacle West common shares upon vesting of 2023 performance share awards. These awards were tied to total shareholder return, earnings per share growth, clean megawatts installed, and dividend-equivalent rights, aligning executive pay with multi-year company performance metrics.

Why were some of Theodore Geisler’s PNW shares returned or withheld?

Of the vested shares, 2,897 were returned to Pinnacle West at $100.92 per share in a cash settlement related to dividend-equivalent performance shares, and 8,954 shares were withheld by the company to satisfy tax withholding requirements associated with the equity compensation event.

What is the significance of the gift of Pinnacle West shares to a family trust?

Geisler gifted 12,436 Pinnacle West shares to a revocable family trust, converting direct ownership into indirect trust-held ownership. After the gift, his direct common stock holdings fell to zero, while the trust held 50,003 shares reported as indirect beneficial ownership.

Did the PNW CEO sell any shares on the open market in this Form 4?

The filing shows no open-market sales. Instead, it reports an equity award vesting, shares returned to the issuer in a cash settlement, shares withheld to cover tax obligations, and a bona fide gift of shares to a revocable family trust, all non-market transactions.

How many Pinnacle West (PNW) shares does the CEO hold after these transactions?

After the reported transactions, Geisler’s direct common stock holdings decreased to zero, while indirect holdings through a revocable family trust increased to 50,003 shares. The Form 4 does not show additional derivative holdings in this particular filing’s derivative summary section.