PepsiCo (PEP) director granted stock and reshapes large indirect stake

Rhea-AI Filing Summary

PepsiCo director Robert C. Pohlad reported updated ownership in PepsiCo common stock. He received a grant or award of 199.902 shares at $138.96 per share, increasing his direct holdings to 189,359.7633 shares. Two separate 900,000-share entries reflect an indirect position held in a limited liability company, which the footnotes describe as a change in the form of indirect beneficial ownership as of March 2, 2026, rather than a new market purchase or sale. An additional 27 shares are held indirectly by his spouse, and phantom stock units were also acquired on January 6, 2026 through dividend-equivalent reinvestments under the PepsiCo Director Deferral Program.

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
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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^*

POHLAD ROBERT C

(Last) (First) (Middle)

PEPSICO, INC.

700 ANDERSON HILL ROAD

(Street)

PURCHASE NY 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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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)
			Code	V	Amount	(A) or (D)	Price
PepsiCo, Inc. Common Stock	03/02/2026		A		199.902(1)	A	$138.96(1)	189,359.7633	D
PepsiCo, Inc. Common Stock	03/02/2026		J		900,000	D	(2)	0(2)	I	Held in Limited Liability Company
PepsiCo, Inc. Common Stock	03/02/2026		J		900,000	A	(2)	900,000(2)	I	Held in Limited Liability Company
PepsiCo, Inc. Common Stock								27	I	Held by spouse

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This number includes the phantom stock units acquired on January 6, 2026 through reinvestment of dividend equivalents pursuant to the PepsiCo Director Deferral Program, payable in shares of PepsiCo Common Stock on a one-for-one basis.

2. Reflects a change in form of indirect beneficial ownership as of March 2, 2026.

Remarks:

	/s/ Cynthia A. Nastanski, Attorney-in-Fact	03/04/2026
	** 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.

FAQ

What did PepsiCo (PEP) director Robert C. Pohlad report in this Form 4?

Robert C. Pohlad reported an equity grant of PepsiCo common stock and updated his direct and indirect holdings. The filing also records phantom stock units and reclassifies a large indirect stake held through a limited liability company.

How many PepsiCo shares were granted to Robert C. Pohlad in this filing?

He received a grant or award of 199.902 shares of PepsiCo common stock at $138.96 per share. This award increased his direct ownership position, which totaled 189,359.7633 shares after the reported transaction.

What is the significance of the 900,000 PepsiCo shares in the limited liability company?

Two entries of 900,000 shares each relate to an indirect position held in a limited liability company. A footnote states this reflects a change in the form of indirect beneficial ownership as of March 2, 2026, not a new market purchase or sale.

How many PepsiCo shares does Robert C. Pohlad hold directly after these transactions?

Following the reported grant, Robert C. Pohlad directly owns 189,359.7633 shares of PepsiCo common stock. This figure reflects his direct holdings after the 199.902-share grant recorded on March 2, 2026.

Are there any PepsiCo shares reported as held by Robert C. Pohlad’s spouse?

Yes. The Form 4 indicates that 27 shares of PepsiCo common stock are held indirectly and are described as being held by his spouse. These shares are reported as indirect beneficial ownership separate from his direct holdings.

What are the phantom stock units mentioned in Robert C. Pohlad’s PepsiCo filing?

A footnote explains that phantom stock units were acquired on January 6, 2026 through reinvestment of dividend equivalents. These units are part of the PepsiCo Director Deferral Program and are payable in shares of PepsiCo common stock on a one-for-one basis.