PepsiCo (PEP) exec logs equity grants, cancellations and tax share withholding

Rhea-AI Filing Summary

PepsiCo, Inc. executive Eugene Willemsen reported equity compensation and related share adjustments. He acquired 12,851 performance-based restricted stock units that may vest on March 1, 2029 depending on performance, and 26,292 time-based restricted stock units that vest ratably over three years. He also had 1,007 performance units canceled after performance targets were not met and 3,879 shares withheld at $169.05 per share to cover tax obligations, leaving 67,205 directly held common shares and 23,044 shares held indirectly through a non‑U.S. company.

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

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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^*

Willemsen Eugene

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO, International Beverages

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)
			Code	V	Amount	(A) or (D)	Price
PepsiCo, Inc. Common Stock	03/01/2026		A		12,851(1)	A	$0	45,799	D
PepsiCo, Inc. Common Stock	03/01/2026		A		26,292(2)	A	$0	72,091	D
PepsiCo, Inc. Common Stock	03/01/2026		D		1,007(3)	D	$0	71,084	D
PepsiCo, Inc. Common Stock	03/01/2026		F		3,879(4)	D	$169.05	67,205	D
PepsiCo, Inc. Common Stock								23,044	I	By Non-U.S. Company

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 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.

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).
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FAQ

What insider transactions did PepsiCo (PEP) report for Eugene Willemsen?

Eugene Willemsen reported equity grants and related share adjustments. He received new restricted stock and performance share units, had some prior awards canceled for missing targets, and had shares withheld to cover tax obligations, changing both his direct and indirect PepsiCo share holdings.

How many PepsiCo shares did Eugene Willemsen acquire in the latest Form 4?

He acquired 12,851 performance-based restricted stock units and 26,292 restricted stock units as part of compensation. These units represent rights to receive PepsiCo common stock in the future, subject to performance goals and continued employment, rather than immediate open-market share purchases.

When do Eugene Willemsen’s new PepsiCo performance share units vest?

The performance-based restricted stock units may vest on March 1, 2029, if pre-established performance targets over a three-year performance period are achieved and approved. Depending on performance, Willemsen may ultimately receive from 0% to 250% of the PSUs originally granted.

Why were some of Eugene Willemsen’s prior PepsiCo PSUs canceled?

Performance share units granted in March 2023 were canceled because the applicable performance targets were not met. When multi-year performance goals fall short, the related awards can be forfeited, resulting in no shares being delivered from those specific PSU grants.

What does the tax withholding transaction in PepsiCo’s Form 4 indicate?

The filing shows 3,879 shares of PepsiCo common stock were withheld at $169.05 per share to satisfy tax obligations on vesting PSUs. This is a non-open-market disposition where shares are retained by the issuer instead of Willemsen paying the taxes in cash.

How many PepsiCo shares does Eugene Willemsen hold after these transactions?

After the reported transactions, Willemsen directly holds 67,205 shares of PepsiCo common stock. In addition, 23,044 shares are held indirectly through a non‑U.S. company, reflecting ownership through an affiliated entity rather than in his personal name.