PepsiCo (PEP) CEO sells shares after large new stock awards

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

PepsiCo Chairman and CEO Ramon Laguarta reported several stock transactions involving PepsiCo, Inc. Common Stock. He sold 27,945 shares in an open-market transaction at an average price of $167.3863 per share and held 521,645 shares directly afterward.

As part of his compensation, he received a grant of 67,356 performance-based restricted stock units (PSUs) that may vest on March 1, 2029 based on performance targets, and 44,904 restricted stock units (RSUs) that vest ratably over three years. In addition, 6,940 PSUs granted in March 2023 were canceled because performance targets were not met, and 24,940 shares were withheld to cover tax obligations upon PSU vesting.

Insider Trade Summary

Net Seller: 27,945 shares ($4,677,610)

Net Sell 5 txns

Insider Laguarta Ramon

Role Chairman and CEO

Sold 27,945 shs ($4.68M)

Type	Security	Shares	Price	Value
Sale	PepsiCo, Inc. Common Stock	27,945	$167.3863	$4.68M
Grant/Award	PepsiCo, Inc. Common Stock	67,356	$0.00	--
Grant/Award	PepsiCo, Inc. Common Stock	44,904	$0.00	--
Disposition	PepsiCo, Inc. Common Stock	6,940	$0.00	--
Tax Withholding	PepsiCo, Inc. Common Stock	24,940	$169.05	$4.22M

Holdings After Transaction: PepsiCo, Inc. Common Stock — 521,645 shares (Direct)

Footnotes (1)

This number represents the performance-based restricted stock units ("PSUs") granted as a portion of the reporting person's compensation from PepsiCo, Inc. These PSUs will become vested on March 1, 2029 contingent upon the achievement of pre-established performance targets over a three-year performance period and Compensation Committee approval. The reporting person may receive a number of shares of PepsiCo Common Stock from 0% to 250% of the PSUs granted, depending on the performance level achieved. This number represents the restricted stock units ("RSUs") granted as a portion of the reporting person's compensation from PepsiCo. These RSUs vest ratably over a three-year vesting period beginning on the first anniversary of the grant date contingent upon the reporting person's satisfaction of conditions in the applicable award agreement. RSUs are calculated on a one-for-one share basis. This number represents the PSUs granted in March 2023 that were canceled at the end of the performance period because the applicable performance targets were not met. This number represents shares of PepsiCo Common Stock withheld to satisfy the tax withholding obligation due upon vesting of PSUs. The shares with respect to this transaction were sold at prices ranging from $167.3300 to $167.5000. Upon request, the reporting person will provide to the Securities and Exchange Commission staff, the Company, or a security holder of the Company, full information regarding the number of shares sold at each separate price.

Form 4 Insider Transactions: What Each Field Means →

03/03/2026 - 04:20 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Laguarta Ramon

(Last)

(First)

(Middle)

PEPSICO, INC.

700 ANDERSON HILL ROAD

(Street)

PURCHASE

10577

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PEPSICO INC [ PEP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
PepsiCo, Inc. Common Stock	03/01/2026		A		67,356⁽¹⁾	A	$0	536,566	D
PepsiCo, Inc. Common Stock	03/01/2026		A		44,904⁽²⁾	A	$0	581,470	D
PepsiCo, Inc. Common Stock	03/01/2026		D		6,940⁽³⁾	D	$0	574,530	D
PepsiCo, Inc. Common Stock	03/01/2026		F		24,940⁽⁴⁾	D	$169.05	549,590	D
PepsiCo, Inc. Common Stock	03/02/2026		S		27,945	D	$167.3863⁽⁵⁾	521,645	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. This number represents the performance-based restricted stock units ("PSUs") granted as a portion of the reporting person's compensation from PepsiCo, Inc. These PSUs will become vested on March 1, 2029 contingent upon the achievement of pre-established performance targets over a three-year performance period and Compensation Committee approval. The reporting person may receive a number of shares of PepsiCo Common Stock from 0% to 250% of the PSUs granted, depending on the performance level achieved.

2. This number represents the restricted stock units ("RSUs") granted as a portion of the reporting person's compensation from PepsiCo. These RSUs vest ratably over a three-year vesting period beginning on the first anniversary of the grant date contingent upon the reporting person's satisfaction of conditions in the applicable award agreement. RSUs are calculated on a one-for-one share basis.

3. This number represents the PSUs granted in March 2023 that were canceled at the end of the performance period because the applicable performance targets were not met.

4. This number represents shares of PepsiCo Common Stock withheld to satisfy the tax withholding obligation due upon vesting of PSUs.

5. The shares with respect to this transaction were sold at prices ranging from $167.3300 to $167.5000. Upon request, the reporting person will provide to the Securities and Exchange Commission staff, the Company, or a security holder of the Company, full information regarding the number of shares sold at each separate price.

Remarks:

	/s/ Cynthia A. Nastanski, Attorney-in-Fact	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What stock transactions did PepsiCo (PEP) CEO Ramon Laguarta report?

Ramon Laguarta reported multiple transactions, including an open-market sale of 27,945 PepsiCo shares at an average price of $167.3863 and several equity award-related grants, cancellations, and tax-withholding dispositions affecting his direct ownership position.

How many PepsiCo (PEP) shares did the CEO sell and at what price?

He sold 27,945 shares of PepsiCo, Inc. Common Stock in an open-market transaction at an average price of $167.3863 per share, as disclosed, with sale prices ranging between $167.3300 and $167.5000 according to the detailed transaction footnote.

What new equity awards did the PepsiCo (PEP) CEO receive?

He received 67,356 performance-based restricted stock units and 44,904 restricted stock units as part of his compensation. The PSUs can pay out 0% to 250% of the granted amount, while the RSUs vest ratably over three years on a one-for-one share basis.

Why were some of the PepsiCo (PEP) CEO’s PSUs canceled?

A total of 6,940 performance-based restricted stock units granted in March 2023 were canceled because the applicable performance targets were not achieved by the end of the performance period, as specified in the explanatory footnote to the Form 4 filing.

How many PepsiCo (PEP) shares were withheld to cover the CEO’s taxes?

PepsiCo withheld 24,940 shares of common stock to satisfy tax withholding obligations due upon the vesting of performance-based restricted stock units, meaning those shares were used to cover taxes instead of being delivered to the executive.

What is the PepsiCo (PEP) CEO’s direct shareholding after these transactions?

Following the reported grants, cancellations, tax-withholding disposition, and open-market sale, Ramon Laguarta directly held 521,645 shares of PepsiCo, Inc. Common Stock, according to the post-transaction ownership figure disclosed in the Form 4 data.