PEP Form 4: Director Receives 1,144 & 1,397 Phantom Units Increasing Holdings

Rhea-AI Filing Summary

PepsiCo, Inc. (PEP) director Alberto Weisser reported purchases tied to the company's director compensation programs. On 09/30/2025 he acquired 1,144.464 phantom stock units through reinvested dividend equivalents, bringing his total to 30,912.9348 shares. On 10/01/2025 he received 1,397.2334 phantom stock units for director service at a reported price of $143.14, increasing his total to 32,310.1682 shares. The filing explains these units are payable one-for-one in PepsiCo common stock and that some units vest/payable following the director's retirement or resignation under the Director Deferral Program.

Positive

• Increase in beneficial ownership to 32,310.1682 shares reflects alignment of director interests with shareholders
• Phantom units payable one-for-one in common stock provide eventual share-based compensation rather than cash

Negative

• None.

Insights

Corporate Governance Analyst

Director received phantom stock units totaling 2,541.6974 over two reported entries, increasing holdings to 32,310.1682.

The filing shows director compensation delivered as phantom stock units under PepsiCo's Director Deferral Program, with dividend reinvestment and service-based grants recorded on 09/30/2025 and 10/01/2025. These units are payable one-for-one in common shares, which increases the reporting person's beneficial ownership without an open-market purchase.

This is an administrative compensation event rather than a market transaction; it changes outstanding beneficial ownership figures and will convert to actual shares according to the program's payout rules.

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

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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).

1. Name and Address of Reporting Person^*

Weisser Alberto

(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		1,144.464(1)	A	(1)	30,912.9348	D
PepsiCo, Inc. Common Stock	10/01/2025		A		1,397.2334(2)	A	$143.14	32,310.1682	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 October 1, 2024 and September 30, 2025 through reinvestment of dividend equivalents pursuant to the PepsiCo Director Deferral Program, at prices ranging from $132.04 to $149.94, 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 PEP director Alberto Weisser report on Form 4?

He reported acquisition of 1,144.464 phantom units on 09/30/2025 and 1,397.2334 phantom units on 10/01/2025, bringing holdings to 32,310.1682 shares.

Were these Form 4 entries market purchases or compensation?

They were phantom stock units issued under the PepsiCo Director Deferral Program (compensation), not open-market purchases.

What price is reported for the 10/01/2025 entry?

The Form 4 lists a price of $143.14 for the 10/01/2025 phantom unit entry.

When are these phantom units payable in PepsiCo common stock?

The filing states units are payable one-for-one in PepsiCo common stock, with some units payable commencing the first day of the calendar quarter following the director's retirement or resignation.

How many total phantom units were acquired across the reported dates?

A total of 2,541.6974 phantom stock units were reported acquired across the two entries.