Pinnacle West Capital Corporation

02/24/2026 | Press release | Distributed by Public on 02/24/2026 19:09

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Geisler Theodore N
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
(Last) (First) (Middle)
400 N. 5TH STREET
3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026
(Street)
PHOENIX, AZ 85004
4. If Amendment, Date 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
(City) (State) (Zip)
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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Geisler Theodore N
400 N. 5TH STREET
PHOENIX, AZ 85004
X Chairman, CEO and President

Signatures

/s/ Melissa Sallee, Attorney-in-Fact 02/24/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Pinnacle West Capital Corporation published this content on February 24, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on February 25, 2026 at 01:09 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]