Geisler Theodore N 4

What Happened

• Theodore N. Geisler, Pinnacle West’s Chairman, CEO and President, had 24,287 performance shares vest on March 18, 2026 (awarded at $0 exercise price). As part of the vesting settlement he disposed of 2,897 shares to the issuer for $100.92 each ($292,365) and 8,954 shares were retained by the company to cover tax withholding at $100.92 each (value reported $903,638). He also gifted 12,436 shares to a revocable family trust on the same date.
• These transactions are primarily the result of performance-share vesting and routine tax-withholding/cash settlement, rather than an open-market purchase or opportunistic sale.

Key Details

• Transaction date: March 18, 2026; Form 4 filed March 20, 2026 (appears timely).
• Award: 24,287 performance shares vested (acquired at $0.00).
• Dispositions: 2,897 shares disposed to issuer at $100.92 each (total $292,365); 8,954 shares withheld for taxes (value $903,638).
• Gift: 12,436 shares gifted to a revocable family trust (per footnote).
• Total value of shares sold/withheld reported on the form ≈ $1.20 million.
• Footnotes: F1 – shares from 2023 performance award (TSR, EPS growth, clean megawatts installed, and dividend equivalents). F2 – cash settlement related to dividend equivalent rights. F3 – shares retained by company for tax withholding. F4 – gifted shares transferred to a revocable family trust.
• Shares owned after transaction: not specified in the provided filing.

Context

• This was primarily a vesting event for performance-based restricted stock, with portions sold/retained to satisfy tax and cash-settlement obligations. Such withholding and issuer dispositions are common and are administrative (not necessarily a signal of personal trading intent).
• Gifts to a family trust are non-market transfers and do not directly indicate insider sentiment about the stock.