PEP Form 4: Directors Phantom Units Boost Holdings to 89,589 Shares

Rhea-AI Filing Summary

PepsiCo, Inc. (PEP) director Daniel Vasella reported purchases of PepsiCo common stock and accruals of phantom stock units under the companys director programs. On 09/30/2025 he was credited with 1,526.5667 shares from dividend-equivalent reinvestment, bringing his total to 88,192.2914 shares. On 10/01/2025 he acquired 1,397.2334 phantom stock units for service as a director at a reported price of $143.14, bringing his total beneficial ownership to 89,589.5248 shares. The filing notes the phantom units convert one-for-one into shares and that some units vest/payable following the directors retirement or resignation.

Positive

• Beneficial ownership increased to 89,589.5248 shares following reported accruals
• Phantom units convert one-for-one into common stock, clarifying payout mechanics
• Transactions disclosed timely with signature dated 10/03/2025

Negative

• None.

Insights

Corporate Governance Analyst

Director compensation increased equity holdings modestly; units convert one-for-one.

These transactions reflect compensation and dividend-equivalent reinvestment under PepsiCos director programs, not open-market purchases. The directors reported beneficial ownership rose to 89,589.5248 shares following accruals dated 09/30/2025 and 10/01/2025.

This is a routine update of equity-based director pay; the filing discloses that some phantom units are payable after the directors departure from the board, indicating deferred compensation structure.

Securities Compliance Specialist

Form 4 correctly reports directors non‑derivative and phantom unit accruals.

The form shows a 09/30/2025 reinvestment of dividend equivalents and a 10/01/2025 award recorded at $143.14. The filing is signed by an attorney-in-fact on 10/03/2025, meeting Section 16 reporting requirements for timely disclosure of beneficial ownership changes.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider VASELLA DANIEL

Role Director

Type	Security	Shares	Price	Value
Grant/Award	PepsiCo, Inc. Common Stock	1,397.233	$143.14	$200K
Grant/Award	PepsiCo, Inc. Common Stock	1,526.567	$0.00	--

Holdings After Transaction: PepsiCo, Inc. Common Stock — 89,589.525 shares (Direct)

Footnotes (1)

1. This number includes the phantom stock units acquired on various dates between June 1, 2025 and September 30, 2025 through reinvestment of dividend equivalents pursuant to the PepsiCo Director Deferral Program, at prices ranging from $132.04 to $140.44, payable in shares of PepsiCo Common Stock on a one-for-one basis. This number represents the filing person's phantom stock units received for service as a director that are payable in shares of PepsiCo Common Stock on a one-for-one basis commencing on the first day of the calendar quarter following the first anniversary of the filing person's retirement or resignation from PepsiCo's Board of Directors.

Form 4 Insider Transactions: What Each Field Means →

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).

1. Name and Address of Reporting Person^*

VASELLA DANIEL

(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)
10/01/2025

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	09/30/2025		A		1,526.5667(1)	A	(1)	88,192.2914	D
PepsiCo, Inc. Common Stock	10/01/2025		A		1,397.2334(2)	A	$143.14	89,589.5248	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)
				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 various dates between June 1, 2025 and September 30, 2025 through reinvestment of dividend equivalents pursuant to the PepsiCo Director Deferral Program, at prices ranging from $132.04 to $140.44, payable in shares of PepsiCo Common Stock on a one-for-one basis.

2. This number represents the filing person's phantom stock units received for service as a director that are payable in shares of PepsiCo Common Stock on a one-for-one basis commencing on the first day of the calendar quarter following the first anniversary of the filing person's retirement or resignation from PepsiCo's Board of Directors.

Remarks:

	/s/ Cynthia A. Nastanski, Attorney-in-Fact	10/03/2025
	** 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 transactions did Daniel Vasella report on Form 4 for PEP?

He reported 1,526.5667 shares credited on 09/30/2025 from dividend-equivalent reinvestment and 1,397.2334 phantom units on 10/01/2025 at $143.14.

What is Daniel Vasellas total reported beneficial ownership after these transactions?

The filing reports total beneficial ownership of 89,589.5248 shares following the transactions.

Are the reported units immediately shares or deferred units?

The filing states the reported items are phantom stock units payable one-for-one in shares, with some payable beginning the quarter after retirement or resignation.

What price is reported for the October 1, 2025 award?

The October 01, 2025 phantom unit award is reported at a price of $143.14.

Who signed the Form 4 and when was it filed?

The Form 4 was signed by Cynthia A. Nastanski, Attorney-in-Fact and dated 10/03/2025.