Form 4: Pinnacle West CFO Vests Performance Shares

Pinnacle West Capital Corp's SVP & CFO, Andrew D. Cooper, acquired shares through performance vesting and disposed of some for tax obligations and cash settlement of dividend equivalents.

Summary

• Andrew D. Cooper, SVP & CFO of Pinnacle West Capital Corp (PNW), reported changes in his beneficial ownership of common stock.
• On March 18, 2026, Mr. Cooper acquired 18,177 shares of common stock at a price of $0 per share, resulting from the vesting of performance shares granted in 2023.
• These performance shares were tied to specific metrics including total shareholder return performance, earnings per share growth, and clean megawatts installed, as well as dividend equivalent rights.
• Concurrently, Mr. Cooper disposed of 2,160 shares at $100.92 per share, representing the cash settlement of performance shares received in connection with dividend equivalent rights.
• Additionally, 6,704 shares were disposed of at $100.92 per share, retained by the company to meet tax withholding requirements.
• Following these transactions, Mr. Cooper's direct beneficial ownership of common stock stands at 29,053 shares.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive, routine event. The vesting of performance shares indicates successful achievement of company performance targets, which is a positive signal. However, the transaction itself is a standard compensation event and does not introduce new, significant market-moving information.

Positives

• The vesting of 18,177 performance shares indicates that the company, under management's leadership, met or exceeded performance targets related to total shareholder return, earnings per share growth, and clean megawatts installed.

Negatives

• A total of 8,864 shares were disposed of (2,160 for cash settlement of dividend equivalent rights and 6,704 for tax withholding), reducing the executive's direct beneficial ownership.

Future Outlook

This filing does not contain forward-looking statements or guidance regarding the company's future performance.

Industry Context

StockSavvy.ai notes that executive compensation tied to a combination of financial metrics (like total shareholder return and earnings per share growth) and environmental targets (like clean megawatts installed) is a growing trend in the utility sector. This structure aims to align management incentives with both shareholder value creation and sustainability goals, reflecting broader industry shifts towards cleaner energy and ESG considerations.

Comparison to Industry Standards

• StockSavvy.ai observes that performance share vesting, often linked to a combination of financial and ESG metrics, is a standard executive compensation structure across the utility industry.
• This practice is comparable to those at major utility companies such as NextEra Energy, which ties executive incentives to operational and sustainability achievements, and Duke Energy, which also incorporates environmental goals into its executive compensation plans.
• The use of a $0 acquisition price for vested shares and subsequent dispositions for tax withholding are routine procedures in such compensation schemes, aligning with global benchmarks for executive equity awards.

Related Party Transactions

• The transactions represent executive compensation in the form of performance share vesting and subsequent dispositions, which are dealings between the company and a key executive.

Stakeholder Impact

• Shareholders benefit from the indication that management has met performance targets, which were designed to align executive incentives with shareholder value creation and strategic objectives.
• Employees may view this as a positive sign of the company's performance and commitment to its strategic goals, particularly those related to clean energy.

Key Dates

Recommendation

This Form 4 details a routine vesting of performance shares and subsequent dispositions for tax withholding and dividend equivalent cash settlement by a senior executive. While the vesting indicates performance targets were met, these are standard compensation events and do not provide new fundamental information to warrant a change in investment recommendation. The transaction is neutral for the stock's immediate outlook, suggesting a 'hold' position for existing investors.

Keywords

PNW, Pinnacle West Capital, Form 4, Insider Transaction, Executive Compensation, Stock Vesting, Andrew D Cooper, Performance Shares, TSR, EPS Growth, Clean Megawatts