Form 4: PNW CFO Cooper's Routine Stock Unit Vesting

Pinnacle West Capital Corp's SVP & CFO, Andrew D. Cooper, reported routine vesting and settlement of Restricted Stock Units and related common stock transactions.

Summary

• Andrew D. Cooper, SVP & CFO of Pinnacle West Capital Corp (PNW), reported multiple transactions involving Restricted Stock Units (RSUs) and common stock on February 20, 2026.
• These transactions included the conversion of RSUs into common stock, cash settlement of dividend equivalent rights, and shares withheld by the company for tax purposes.
• The RSU awards were granted in February 2022, May 2022, February 2023, February 2024, and February 2025, with vesting occurring in annual installments.
• A total of 7,771 shares of common stock were acquired through RSU conversions.
• A total of 725 shares were disposed of for cash settlement of dividend equivalent rights at $98.34 per share.
• A total of 2,358 shares were disposed of for tax withholding requirements at $98.34 per share.
• Following these transactions, Cooper beneficially owns 19,600 shares of common stock directly.
• Cooper also holds remaining derivative securities (RSUs) totaling 12,645 units, which include dividend equivalent rights, from awards granted in February 2023, February 2024, and February 2025.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, as it details routine executive compensation transactions (RSU vesting, tax withholding, dividend settlements) that are expected and do not indicate any significant positive or negative operational or financial developments for the company.

Positives

• The vesting of Restricted Stock Units indicates the fulfillment of long-term incentive compensation for the SVP & CFO.
• The acquisition of common stock through RSU conversion increases the executive's direct ownership in the company, aligning interests with shareholders.

Negatives

• A portion of the vested shares was sold to cover tax withholding requirements, which is a common practice but reduces the immediate increase in direct share ownership.
• Some shares were disposed of for cash settlement of dividend equivalent rights, also reducing direct share ownership.

Future Outlook

The filing indicates future vesting events for outstanding Restricted Stock Units, with awards granted in February 2023, February 2024, and February 2025 continuing to vest in annual installments.

Industry Context

StockSavvy.ai notes that the reported transactions are routine for executive compensation, reflecting the standard practice of Restricted Stock Unit vesting and associated tax and dividend equivalent settlements. This type of filing provides transparency into insider ownership changes but does not typically signal broader industry trends or strategic shifts.

Comparison to Industry Standards

• StockSavvy.ai observes that the use of Restricted Stock Units (RSUs) as a component of executive compensation is a common practice across various industries, including the utility sector where Pinnacle West Capital Corp operates.
• Companies like NextEra Energy (NEE) and Duke Energy (DUK) also frequently utilize RSU programs to align executive incentives with long-term shareholder value.
• The structure of multi-year vesting schedules, as seen in Cooper's awards, is standard for retaining talent and encouraging sustained performance.
• The practice of withholding shares for tax obligations and cash settlement of dividend equivalents is also a widely accepted and routine aspect of RSU administration in publicly traded companies.

Related Party Transactions

• The Restricted Stock Unit awards and their subsequent vesting and settlement represent compensation provided by Pinnacle West Capital Corp to its SVP & CFO, Andrew D. Cooper, which is a standard related party transaction in the context of executive compensation.

Stakeholder Impact

• Shareholders: Minimal direct impact as these are routine compensation events. The increase in direct ownership by the CFO could be seen as a slight positive for alignment of interests.

Next Steps

• Future annual vesting installments for Restricted Stock Units granted in February 2023, February 2024, and February 2025 will occur on their respective schedules.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation transactions, specifically the vesting and settlement of Restricted Stock Units. Such events are pre-scheduled and administrative in nature, providing transparency into insider ownership but typically not signaling new material information that would warrant a change in investment recommendation. Therefore, a 'hold' recommendation is appropriate as the filing does not present new fundamental drivers for the stock price.

Keywords

Pinnacle West Capital Corp, PNW, Andrew D. Cooper, SVP & CFO, Form 4, SEC filing, insider transaction, Restricted Stock Units, RSU vesting, common stock, equity compensation, dividend equivalent rights, tax withholding