Form 4: PNW CEO Geisler Reports RSU Vesting, Trust Transfer

Pinnacle West Capital Corp's Chairman, CEO, and President, Theodore N. Geisler, reported the exercise of Restricted Stock Units and the transfer of common stock to a revocable family trust.

Summary

• Theodore N. Geisler, Chairman, CEO, and President of Pinnacle West Capital Corp (PNW), reported multiple transactions on February 20, 2026.
• Transactions included the acquisition of common stock through the exercise of Restricted Stock Units (RSUs), which are settled 100% in shares.
• A total of 2,248, 1,634, 1,943, 1,736, and 2,458 shares of common stock were acquired through RSU exercises.
• Dispositions of common stock occurred for cash settlement of dividend equivalent rights (totaling 361, 192, 152, 67, and 96 shares at $98.34 per share) and for meeting tax withholding requirements (totaling 790, 604, 750, 699, and 989 shares at $98.34 per share).
• Geisler gifted 5,319 shares of common stock directly to a revocable family trust, resulting in 0 direct beneficial ownership.
• Following these transactions, Geisler beneficially owns 37,567 shares indirectly through the revocable family trust.
• The RSUs include vested units received in connection with dividend equivalent rights, which accrue when cash dividends are paid on the company's common stock.
• RSU awards granted in February 2022, February 2023, February 2024, February 2025, and April 2025 vest in four equal, annual installments beginning on February 20, 2023, February 20, 2024, February 20, 2025, and February 20, 2026, respectively.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as neutral, reflecting standard executive compensation vesting and personal estate planning, with no direct positive or negative implications for the company's operational performance or future prospects.

Positives

• The exercise of Restricted Stock Units indicates the vesting of executive compensation, reflecting the fulfillment of performance or service conditions.
• The transfer of shares to a revocable family trust is a common estate planning strategy, allowing for organized management of assets.

Negatives

• A portion of the acquired shares was disposed of for tax withholding purposes, reducing the net shares retained by the reporting person.
• Shares were also disposed of for cash settlement of dividend equivalent rights, further reducing direct share ownership.

Risks

• No specific risks to the company or its operations are mentioned in this Form 4 filing, which primarily details personal transactions of an insider.

Future Outlook

No forward-looking statements or guidance regarding the company's future performance or strategic direction are provided in this insider transaction report.

Industry Context

StockSavvy.ai notes that these are routine insider compensation and estate planning transactions, typical for senior executives, and do not reflect broader industry trends or specific operational developments for Pinnacle West Capital Corp.

Related Party Transactions

• The reporting person gifted 5,319 shares of common stock to a revocable family trust, which is considered a related party transaction.

Stakeholder Impact

• Shareholders: Minimal direct impact, as these are personal compensation and estate planning activities of an executive, not indicative of company operational changes.
• Employees, Customers, Suppliers, Creditors: No direct impact from these insider transactions.

Next Steps

• Future vesting installments for various Restricted Stock Unit awards are scheduled to occur annually on February 20th in subsequent years.

Key Dates

Recommendation

The reported transactions by Theodore N. Geisler are primarily related to the vesting and exercise of Restricted Stock Units and a subsequent transfer of shares to a family trust. These are standard executive compensation and personal estate planning activities that do not indicate any material change in the company's operational performance, financial health, or strategic direction. Therefore, the information presented does not provide a basis for altering an existing investment position in PNW.

Keywords

Pinnacle West Capital, PNW, Theodore Geisler, Form 4, Insider Transaction, Restricted Stock Units, RSU, Stock Compensation, Trust, Estate Planning, Director, CEO, Chairman