[Form 4] PEPSICO INC Insider Trading Activity

Rhea-AI Filing Summary

Susan M. Diamond, a director of PepsiCo, Inc. (PEP), reported acquisitions of PepsiCo phantom stock units and common stock. Between June 1, 2025 and September 30, 2025 she received phantom stock units via reinvestment of dividend equivalents at prices ranging from $132.04 to $140.44, which are payable one‑for‑one in shares. On October 1, 2025 she received 1,397.2334 phantom stock units for director service at a price of $143.14. Following the reported transactions, the filing shows beneficial ownership of 7,012.1328 shares (direct). The filing notes the director‑service phantom units are payable in shares beginning the first day of the calendar quarter after the first anniversary of the director's retirement or resignation.

Positive

• Increased insider holding to 7,012.1328 shares through reinvestment and director awards
• Phantom units payable one‑for‑one in common stock, aligning director compensation with shareholder equity
• Transparent pricing disclosure for units acquired between $132.04 and $143.14

Negative

• None.

Insights

Corporate Governance Analyst

Director increased stake to 7,012.1328 shares through dividend reinvestment and director awards.

What it means: The reporting shows routine compensation and reinvestment activity rather than market purchases. Phantom stock units converted or payable in shares increase the director's alignment with shareholders because they settle one‑for‑one in PepsiCo common stock.

Why it matters: The filing discloses the timing and prices for units between June 1, 2025 and October 1, 2025, including a $143.14 per‑unit service award, which is relevant to assessing insider compensation practices and share dilution timing. The phantom units for service become payable beginning the first day of the calendar quarter after the first anniversary of the director's retirement or resignation.

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^*

Diamond Susan M

(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		94.9693(1)	A	(1)	5,614.8994	D
PepsiCo, Inc. Common Stock	10/01/2025		A		1,397.2334(2)	A	$143.14	7,012.1328	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 did PepsiCo director Susan M. Diamond report on Form 4 (PEP)?

She reported acquisitions of phantom stock units and common stock that increased her beneficial ownership to 7,012.1328 shares following transactions through 10/01/2025.

How many phantom stock units did Susan Diamond receive on 10/01/2025?

The filing shows she received 1,397.2334 phantom stock units for service as a director on 10/01/2025 at an indicated price of $143.14.

What were the prices for the phantom units acquired earlier in 2025?

Units acquired between 6/1/2025 and 9/30/2025 via dividend reinvestment had prices ranging from $132.04 to $140.44.

When are the director phantom units payable in shares?

The filing states those phantom units are payable in PepsiCo common stock on a one‑for‑one basis beginning the first day of the calendar quarter after the director's first anniversary of retirement or resignation.

Does the Form 4 show direct or indirect ownership for these holdings?

The reported beneficial ownership of 7,012.1328 shares is shown as Direct in the filing.