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PINNACLE WEST CAPITAL CORP

For the period ended May 14, 2026. Filed Apr 3, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 14, 2026 · Filed Apr 3, 2026

PNW$104.22+0.4%Stored close · as of Nov 6, 2026
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Contents

Pay Versus Performance

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the CD&A beginning on page 50 of this Proxy Statement.

Year · Summary CompensationTable Total forPEO($)(1) · CompensationActually Paid to PEO ($)(2) · AverageSummary Compensation Table Total for Non-PEO NEOs ($)(3) · Average Compensation Actually Paid to Non-PEO NEOs ($)(4) · Value of Initial Fixed $100 Investment Based on:
Current CEO · Former CEO · Current CEO · Former CEO · TotalShareholderReturn ($)(5) · Peer Group TotalShareholderReturn ($)(6) · Net Income(millions)(7) · APS Adjusted Earnings (millions)(8)
20258,414,6522,828,1158,814,5435,854,1753,082,5513,618,539138144632667
2024N/A10,974,308N/A17,203,5313,587,7325,232,784127129626642
2023N/A9,322,192N/A10,889,4942,944,1013,263,608103108519556
2022N/A8,358,317N/A9,453,3002,542,8272,749,796104118501525
2021N/A8,100,157N/A5,532,4362,842,3522,219,42992117636632

(1)During fiscal 2025, Mr. Geisler and Mr. Guldner each served as our CEO for a period of time, further described in the Compensation Discussion and Analysis on page 50. Mr. Guldner served as our CEO from 2021 through 2024 The dollar amounts reported in this column are the amounts of total compensation reported for Mr. Geisler and Mr. Guldner (our current and former CEO also known as the Principal Executive Officer (“PEO”)) for each corresponding year in which each served as our CEO in the “Total” column of the Summary Compensation Table.

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(2)The dollar amounts reported in this column represent the amount of “compensation actually paid” to Mr. Geisler and Mr. Guldner, as computed in accordance with Item 402(v) of Regulation S-K, for the years in which each served as our CEO. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Geisler and Mr. Guldner during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Geisler's and lMr. Guldner’s total compensation for each year to determine the compensation actually paid:

YearReported Summary Compensation Table Total for PEO ($)Reported Value of Equity Awards ($)(a)Equity Award Adjustments ($)(b)Reported Change in the Actuarial Present Value of Pension Benefits ($)(c)Pension Benefit Adjustments ($)(d)Compensation Actually Paid to PEO ($)
Current CEO
20258,414,652(5,257,108)5,870,007(321,419)108,4118,814,543
Former CEO
20252,828,115—4,038,001(1,455,745)443,8045,854,175
202410,974,308(6,139,342)13,182,490(1,231,543)417,61817,203,531
20239,322,192(5,028,405)7,440,754(1,223,951)378,90410,889,494
20228,358,317(4,577,787)6,135,632(890,667)427,8059,453,300
20218,100,157(4,079,762)2,111,502(1,021,838)422,3775,532,436

(a)The grant date fair value of equity awards represents the amount reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year.

(b)The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in the fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The amounts deducted or added in calculating the equity award adjustments are as follows:

YearYear-End FairValue ofEquity AwardsGrantedDuring theCovered FiscalYear that areOutstandingand Unvestedas of the Endof the CoveredFiscal YearYear Over YearChange in FairValue as of the End of the Covered Fiscal Year ofOutstandingand UnvestedEquity Awards Granted in Prior YearsFair Value asof VestingDate of EquityAwardsGranted andVested in theSame CoveredFiscal YearChange in FairValue as of theVesting Dateof EquityAwardsGranted inPrior Yearsthat Vested inthe Covered Fiscal YearFair Value atthe End of thePrior FiscalYear of EquityAwards thatFailed to MeetVestingConditions inthe CoveredFiscal YearValue of Dividendsor Other EarningsPaid on StockAwards in theCovered Fiscal YearNot OtherwiseReflected in FairValue or TotalCompensationTotal EquityAwardAdjustments
Current CEO
20254,576,222533,3060342,4240418,0555,870,007
Former CEO
202501,918,95201,161,3300957,7194,038,001
20247,737,9272,204,93802,000,13901,239,48613,182,490
20235,041,324961,7120840,7300596,9887,440,754
20225,292,090102,6940303,8190437,0296,135,632
20212,680,491(646,196)0(184,196)0261,4032,111,502

(c)The amounts included in this column are the amounts reported in the “Change in Pension and Nonqualified Deferred Compensation” column of the Summary Compensation Table for each applicable year.

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(d)The total pension benefit adjustments for each applicable year include the aggregate of two components: (i) the actuarially determined service cost for services rendered by Mr. Geisler and Mr. Guldner during the applicable year (the “service cost”); and (ii) the entire cost of benefits granted (or credit for benefits reduced) in a plan amendment (or initiation) during the applicable year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation (the “prior service cost”), in each case, calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). The amounts deducted or added in calculating the pension benefit adjustments are as follows:

YearService CostPrior Service CostTotal Pension Benefit Adjustments
Current CEO
2025108,4110108,411
Former CEO
2025443,8040443,804
2024417,6180417,618
2023378,9040378,904
2022427,8050427,805
2021422,3770422,377
2020384,3930384,393

(3)The dollar amounts reported in this column represent the average of the amounts reported for the Company’s non-PEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for Fiscal 2025, Andrew D. Cooper, Shirley A. Baum, Adam C. Heflin, Jacob Tetlow, and Robert E. Smith; (ii) for Fiscal 2024, Andrew D. Cooper, Theodore N. Geisler, Adam C. Heflin, and Jacob Tetlow; (iii) for Fiscal 2023, Theodore N. Geisler, Andrew D. Cooper, Adam C. Heflin, and Robert E. Smith; (iv) for 2022, Theodore N. Geisler, Andrew D. Cooper, Adam C. Heflin, Maria L. Lacal, Robert E. Smith, and Jacob Tetlow; (v) for Fiscal 2021, Theodore N. Geisler, James R. Hatfield, Maria L. Lacal, and Robert E. Smith.

(4)The dollar amounts reported in this column represent the average amount of “compensation actually paid” to these non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to these non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for these non-PEO NEOs as a group for each year to determine the compensation actually paid, using the same methodology described above in footnote 2:

YearAverage ReportedSummaryCompensation TableTotal for Non-PEONEOsAverageReported Valueof Equity AwardsAverage EquityAwardAdjustments(a)Average ReportedChange in theActuarial PresentValue of PensionBenefitsAverage PensionBenefitAdjustments(b)AverageCompensationActually Paid toNon-PEO NEOs
20253,082,551(1,415,094)2,120,225(331,447)162,3023,618,539
20243,587,732(1,743,438)3,387,889(145,026)145,6275,232,784
20232,944,101(1,282,494)1,687,847(229,852)144,0053,263,608
20222,542,827(1,239,053)1,333,714(6,888)119,1972,749,796
20212,842,352(977,983)522,865(360,916)193,1112,219,429

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(a)The amounts deducted or added in calculating the total average equity award adjustments are as follows:

YearAverage Year EndFair Value ofEquity Awards Granted Duringthe Covered FiscalYear that areOutstanding andUnvested as of theEnd of theCovered Fiscal YearYear Over YearAverageChange in FairValue as of the End of the Covered Fiscal Year ofOutstandingand UnvestedEquity Awards Granted in Prior YearsAverage FairValue as ofVesting Dateof EquityAwardsGranted andVested in theSame CoveredFiscal YearYear Over YearAverageChange in FairValue as of theVesting Dateof EquityAwardsGranted inPrior Yearsthat Vested inthe Covered Fiscal YearAverage FairValue at theEnd of thePrior Year ofEquity Awardsthat Failed toMeet VestingConditions inthe CoveredFiscal YearAverage Value ofDividends or OtherEarnings Paid onStock Awards in theCovered Fiscal YearNot OtherwiseReflected in FairValue or TotalCompensationTotalAverageEquityAwardAdjustments
20251,288,234368,5050226,3760237,1102,120,225
20242,118,766588,9710391,8030288,3493,387,889
20231,284,440190,416084,7200128,2711,687,847
20221,214,19717,094031,981070,4421,333,714
2021657,909(157,946)0(49,765)072,667522,865

(b)The amounts deducted or added in calculating the total pension benefit adjustments are as follows:

YearAverage Service CostAverage Prior Service CostTotal Average Pension Benefit Adjustments
2025162,3020162,302
2024145,6270145,627
2023144,0050144,005
2022119,1970119,197
2021193,1110193,111

(5)Cumulative TSR, as required by Item 402(v) of Regulation S-K, is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period.

(6)Cumulative peer group TSR, as required by Item 402(v) of Regulation S-K, is calculated using the same methodology used in calculating the Company’s cumulative TSR. Further, in calculating the peer group cumulative TSR, the returns of each component issuer is weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: EEI Index.

(7)The dollar amounts reported represent the amount of net income reflected in PNW’s audited financial statements for the applicable year, as required. For further details, see Consolidated Statements of Income in the Pinnacle West/APS Annual Report on Form 10-K for fiscal years ended December 31, 2021 through December 31, 2025.

(8)Adjusted APS earnings (“APS Adjusted Earnings”) is APS earnings calculated in accordance with GAAP, as adjusted by the Committee for purposes of the annual incentive plans, as follows: (i) for the APS 2021, 2022, 2024 and 2025 Annual Incentive Award Plans and the APS 2021 and 2022 Annual Incentive Award Plan for Palo Verde Employees, APS earnings were not adjusted; (ii) for the APS 2023 Annual Incentive Award Plan and the APS 2023 Annual Incentive Award Plan for Palo Verde Employees, APS earnings were adjusted from $547.3 million to $555.6 million due to a budget correction to a tax allocation that was made within the Pinnacle West consolidated group of companies.

Financial Performance Measures

The most important performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs for fiscal year 2025 to the Company’s performance, are as follows:

Relative TSR

PNW Earnings Per Share

MW Installed

APS Adjusted Earnings

Safety

Capital Expenditures

Customer Satisfaction

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Analysis of the Information Presented in the Pay Versus Performance Table

In accordance with Item 402(v) of Regulation S-K, the Company is providing the following tables indicating the relationships between the metrics below and compensation actually paid as presented in the Pay Versus Performance table, as well as the relationship between cumulative TSR of the Company and cumulative TSR of the peer group.

Compensation Actually Paid and Cumulative TSR

nCompensation Actually Paid(Former PEO)nCompensation Actually Paid(Current PEO)Avg. Compensation Actually Paid (Non-PEO NEO)Company TSR

Compensation Actually Paid and Net Income

nCompensation Actually Paid(Former PEO)nCompensation Actually Paid(Current PEO)Average for Non-PEO NEOsNet Income (millions)

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Compensation Actually Paid and APS Adjusted Earnings

nCompensation Actually Paid(Former PEO)nCompensation Actually Paid(Current PEO)Avg. Compensation Actually Paid (Non-PEO NEO)APS Adjusted Earnings

Cumulative TSR of the Company and Cumulative TSR of the Peer Group

Company TSRPeer Group TSR (EEI Index TSR)

Value of $100 Invested as of December 31, 2020, with Dividends Reinvested

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ContentsView on SEC.gov

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