Cooper Andrew D 4

What Happened

• Andrew D. Cooper, SVP & CFO of Pinnacle West Capital Corp (PNW), had 18,177 performance shares vest on 2026-03-18. Of those, 6,704 shares were surrendered to cover tax withholding (valued at $100.92 each, ~$676,568) and 2,160 shares were disposed to the issuer as a cash settlement (2,160 × $100.92 = ~$217,987). The remaining ~9,313 shares were retained by Cooper.

Key Details

• Transaction date: 2026-03-18; Form 4 filed 2026-03-20 (timely filing).
• Award: 18,177 performance shares granted/vested (transaction code A).
• Withholding: 6,704 shares withheld for taxes at $100.92 (code F) — ~$676,568.
• Settlement: 2,160 shares disposed to issuer at $100.92 (code D) — ~$217,987.
• Net retained from this vesting: ~9,313 shares (18,177 − 8,864).
• Relevant footnotes: F1 — shares vested tied to TSR, EPS growth and clean MW installed metrics and dividend equivalents; F2 — cash settlement relates to dividend equivalent rights; F3 — shares withheld by company to meet tax withholding; other vested shares retained.
• Total cash value surrendered/settled in connection with this vesting: ~ $894,555.

Context

• This was a performance-share vesting event, not an open-market purchase or a discretionary sale. The disposals reflect tax withholding and cash settlement of dividend equivalents (a common, routine outcome when restricted or performance shares vest). Such withholding/settlement transactions are administrative and do not necessarily signal insider buying or selling for investment reasons.