VP and Treasurer Bauer Christopher R. converted options into 563 units of Common Sock, returned $2,852 worth of Common Sock to the company (29 units at $98.34) and covered exercise/tax liability with 170 units of Common Sock, increasing direct ownership by 280% to 494 units (SEC Form 4)
$PNW
Electric Utilities: Central
Utilities
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PINNACLE WEST CAPITAL CORP [ PNW ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/20/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 Sock | 02/20/2026 | M | 272(1) | A | (1) | 402 | D | |||
| Common Sock | 02/20/2026 | D(2) | 17 | D | $98.34 | 385 | D | |||
| Common Sock | 02/20/2026 | F(3) | 81 | D | $98.34 | 304 | D | |||
| Common Sock | 02/20/2026 | M | 291(1) | A | (1) | 595 | D | |||
| Common Sock | 02/20/2026 | D(2) | 12 | D | $98.34 | 583 | D | |||
| Common Sock | 02/20/2026 | F(3) | 89 | D | $98.34 | 494 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Unit | (1) | 02/20/2026 | M | 272(4) | (5) | (5) | Common Stock | 272 | (1) | 540(6) | D | ||||
| Restricted Stock Unit | (1) | 02/20/2026 | M | 291(7) | (8) | (8) | Common Stock | 291 | (1) | 870(9) | 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 17 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 November 2024, and vests in four equal, annual installments beginning on February 20, 2025. |
| 6. Includes 30 Restricted Stock Units received in connection with the settlement of dividend equivalent rights. |
| 7. The number of derivative securities in Column 5 includes 12 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 effective February 2025, and vests in four equal, annual installments beginning February 20, 2026. |
| 9. Includes 33 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. | ||
| * 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. | ||