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PepsiCo Inc (NASDAQ: PEP) exec moves 5,688 and 1,320 shares to GRAT 2

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Form Type
4

Rhea-AI Filing Summary

PepsiCo Inc executive Ramkumar Krishnan, CEO North America, reported trust-related changes in his PepsiCo equity interests dated August 3, 2026. He withdrew 5,688 shares from a grantor retained annuity trust (GRAT 1) and 1,320 shares from a family trust, exchanging them for cash and other assets at $139.63 per share, with corresponding transfers into a second grantor retained annuity trust (GRAT 2). A footnote states that the amount of securities beneficially owned also reflects a transfer of 14,324 shares previously owned directly that were contributed to GRAT 2, and that the reporting person believes the GRAT 1 withdrawal constitutes a change in the form of beneficial ownership exempt under Rule 16a-13. He additionally acquired 76.8590 phantom stock units under PepsiCo's Executive Income Deferral Program from dividend credits, bringing his phantom balance to 2,777.3326 units, and reports direct ownership of 80,670.0000 PepsiCo common shares.

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Insider Krishnan Ramkumar
Role CEO, North America
Type Security Shares Price Value
Grant/Award Phantom Stock Holding F4, F5, F6 76.859 -- --
Other PepsiCo, Inc. Common Stock F1 5,688 -- --
Other PepsiCo, Inc. Common Stock F1, F2 5,688 -- --
Other PepsiCo, Inc. Common Stock F3 1,320 -- --
Other PepsiCo, Inc. Common Stock F3 1,320 -- --
holding PepsiCo, Inc. Common Stock F2 -- -- --
Holdings After Transaction: Phantom Stock Holding — 2,777.3326 shares (Direct); PepsiCo, Inc. Common Stock — 0 shares (Indirect, By GRAT 1); PepsiCo, Inc. Common Stock — 0 shares (Indirect, By Family Trust); PepsiCo, Inc. Common Stock — 21,332 shares (Indirect, By GRAT 2); PepsiCo, Inc. Common Stock — 80,670 shares (Direct)
Footnotes (6)
  1. F1. On August 3, 2026, the reporting person withdrew 5,688 shares of PepsiCo common stock previously owned indirectly (and previously reported) by the reporting person in a grantor retained annuity trust ("GRAT 1"). The shares are being exchanged by the reporting person for cash and other assets of equivalent value to GRAT 1. The shares were valued at $139.63 per share (the closing market price on the the date of transfer). The reporting person believes that the withdrawal of shares from GRAT 1 constitutes a change in form of beneficial ownership of the shares, exempted by Rule 16a-13 under the Securities Exchange Act of 1934.
  2. F2. Amount of securities beneficially owned reflects a transfer of 14,324 shares previously owned directly by the reporting person that were contributed to GRAT 2.
  3. F3. Reflects a transfer by a family trust to GRAT 2 that are being exchanged for cash and other assets of equivalent value. The shares were valued at $139.63 per share (the closing market price on the date of transfer).
  4. F4. These phantom units are held under the PepsiCo Executive Income Deferral Program ("EID") and convert to shares of PepsiCo Common Stock on a one-for-one basis.
  5. F5. This amount relates to dividends credited to the reporting person's phantom stock account between March 2, 2026 and August 3, 2026 pursuant to the EID, at prices ranging from $135.40 to $155.29.
  6. F6. This security is payable pursuant to the reporting person's election and the terms of the EID.
GRAT 1 share withdrawal 5688.0000 shares Shares withdrawn from GRAT 1 and exchanged for cash and other assets at $139.63 per share
Family trust transfer 1320.0000 shares Shares transferred by a family trust to GRAT 2, valued at $139.63 per share
Direct common stock holdings 80670.0000 shares Direct PepsiCo common shares reported after the restructuring of trust holdings
Phantom stock units credited 76.8590 units Dividend-related phantom stock units credited between March 2, 2026 and August 3, 2026
Total phantom stock balance 2777.3326 units Phantom stock units under the Executive Income Deferral Program after dividend credits
Valuation of trust exchanges $139.63 per share Closing market price used to value GRAT 1 and family trust share exchanges on August 3, 2026
Dividend credit price range $135.40–$155.29 Range of prices at which dividends were credited to the phantom stock account
grantor retained annuity trust financial
"previously owned indirectly ... in a grantor retained annuity trust ("GRAT 1")."
A grantor retained annuity trust (GRAT) is an estate-planning tool where the person who creates the trust transfers assets into it but receives fixed cash payments (an annuity) from the trust for a set number of years; whatever remains after that term passes to designated beneficiaries. It matters to investors because it can shift future appreciation of assets out of the creator’s taxable estate—like putting an asset into a timed vending machine that pays you fixed amounts while any extra value that grows inside the machine goes to heirs with reduced gift or estate tax consequences.
phantom units financial
"These phantom units are held under the PepsiCo Executive Income Deferral Program ("EID")."
Phantom units are a form of employee compensation that mimics ownership in a company without issuing real shares: recipients receive cash or stock value tied to the company’s share price or performance when the units vest. They matter to investors because phantom units align employee incentives with shareholder value while avoiding share dilution; however, they create future cash obligations and can affect a company’s financial statements and cash flow.
Executive Income Deferral Program financial
"held under the PepsiCo Executive Income Deferral Program ("EID") and convert to shares."
Rule 16a-13 regulatory
"withdrawal of shares from GRAT 1 constitutes a change in form ... exempted by Rule 16a-13."

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FAQ

What share transfers did PepsiCo (PEP) executive Ramkumar Krishnan report?

Ramkumar Krishnan reported moving 5,688 PepsiCo shares from GRAT 1 and 1,320 shares from a family trust, with corresponding transfers into GRAT 2. Footnotes state these shares were exchanged for cash and other assets at $139.63 per share, changing how they are held.

How did the PepsiCo (PEP) filing characterize the GRAT 1 withdrawal?

The filing notes the reporting person believes withdrawing 5,688 shares from GRAT 1 is a change in the form of beneficial ownership, exempt under Rule 16a-13. The shares were exchanged for cash and other assets of equivalent value, valued at $139.63 per share.

What phantom stock activity was disclosed for Ramkumar Krishnan at PepsiCo (PEP)?

Krishnan acquired 76.8590 phantom stock units under PepsiCo’s Executive Income Deferral Program, based on dividends credited between March 2, 2026 and August 3, 2026 at prices from $135.40 to $155.29. These units convert one-for-one into PepsiCo common stock, totaling 2,777.3326 units after the credits.

How many PepsiCo (PEP) shares does Ramkumar Krishnan hold directly after these transactions?

After the reported transactions, Krishnan reports direct ownership of 80,670.0000 PepsiCo common shares. Footnotes also indicate additional indirect interests held through GRAT 2, reflecting prior transfers from direct holdings and from other trusts, but only the direct position is quantified in this holding line.

What additional share transfer to GRAT 2 did PepsiCo (PEP) disclose?

A footnote states that the amount of securities beneficially owned reflects a transfer of 14,324 PepsiCo shares previously owned directly by Krishnan that were contributed to GRAT 2. This transfer is in addition to the 5,688 and 1,320 shares moved from GRAT 1 and a family trust.
SEC Form 4
FORM 4UNITED 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*
Krishnan Ramkumar

(Last)(First)(Middle)
PEPSICO, INC.
700 ANDERSON HILL ROAD

(Street)
PURCHASE NEW YORK 10577

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
PEPSICO INC [ PEP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
CEO, North America
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/03/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
PepsiCo, Inc. Common Stock08/03/2026J5,688D(1)0(1)IBy GRAT 1
PepsiCo, Inc. Common Stock08/03/2026J5,688A(1)20,012(2)IBy GRAT 2
PepsiCo, Inc. Common Stock08/03/2026J1,320D(3)0(3)IBy Family Trust
PepsiCo, Inc. Common Stock08/03/2026J1,320A(3)21,332IBy GRAT 2
PepsiCo, Inc. Common Stock80,670(2)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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock Holding(4)08/03/2026A76.859(5) (6) (6)PepsiCo, Inc. Common Stock76.859(4)2,777.3326D
Explanation of Responses:
1. On August 3, 2026, the reporting person withdrew 5,688 shares of PepsiCo common stock previously owned indirectly (and previously reported) by the reporting person in a grantor retained annuity trust ("GRAT 1"). The shares are being exchanged by the reporting person for cash and other assets of equivalent value to GRAT 1. The shares were valued at $139.63 per share (the closing market price on the the date of transfer). The reporting person believes that the withdrawal of shares from GRAT 1 constitutes a change in form of beneficial ownership of the shares, exempted by Rule 16a-13 under the Securities Exchange Act of 1934.
2. Amount of securities beneficially owned reflects a transfer of 14,324 shares previously owned directly by the reporting person that were contributed to GRAT 2.
3. Reflects a transfer by a family trust to GRAT 2 that are being exchanged for cash and other assets of equivalent value. The shares were valued at $139.63 per share (the closing market price on the date of transfer).
4. These phantom units are held under the PepsiCo Executive Income Deferral Program ("EID") and convert to shares of PepsiCo Common Stock on a one-for-one basis.
5. This amount relates to dividends credited to the reporting person's phantom stock account between March 2, 2026 and August 3, 2026 pursuant to the EID, at prices ranging from $135.40 to $155.29.
6. This security is payable pursuant to the reporting person's election and the terms of the EID.
Remarks:
/s/ Cynthia A. Nastanski, Attorney-in-Fact08/05/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)