PepsiCo (PEP) EVP Athina Kanioura reports PSU and RSU grants, tax withholding

Rhea-AI Filing Summary

PepsiCo executive Athina Kanioura reported equity compensation and related adjustments in PepsiCo, Inc. Common Stock. She was granted 26,588 performance-based restricted stock units (PSUs) and 17,725 restricted stock units (RSUs) as part of her compensation. The PSUs may vest on March 1, 2029, depending on pre-set performance targets over a three-year period, with a potential payout range from 0% to 250% of the units granted, subject to Compensation Committee approval. The RSUs vest in equal installments over three years starting on the first anniversary of the grant date.

The filing also shows 895 previously granted PSUs were canceled after performance targets were not met and 2,507 shares were withheld at $169.05 per share to cover tax obligations upon PSU vesting. After these transactions, Kanioura directly held 115,546 shares of PepsiCo Common Stock.

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^*

Kanioura Athina

(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, LATAM Foods and EVP, S&T

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		26,588(1)	A	$0	101,223	D
PepsiCo, Inc. Common Stock	03/01/2026		A		17,725(2)	A	$0	118,948	D
PepsiCo, Inc. Common Stock	03/01/2026		D		895(3)	D	$0	118,053	D
PepsiCo, Inc. Common Stock	03/01/2026		F		2,507(4)	D	$169.05	115,546	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 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).
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FAQ

What equity awards did Athina Kanioura report receiving from PepsiCo (PEP)?

Athina Kanioura reported receiving 26,588 performance-based restricted stock units and 17,725 restricted stock units as part of her compensation. The PSUs depend on future performance, while the RSUs vest over three years starting on the first anniversary of the grant date.

How do the new PepsiCo (PEP) PSUs granted to Athina Kanioura vest?

The 26,588 PSUs may vest on March 1, 2029, based on pre-established performance targets over a three-year period. Depending on performance and Compensation Committee approval, she may receive 0% to 250% of the PSUs as PepsiCo Common Stock.

What is the vesting schedule for Athina Kanioura’s new PepsiCo (PEP) RSUs?

The 17,725 RSUs granted to Athina Kanioura vest ratably over a three-year period, starting on the first anniversary of the grant date. Each RSU converts into one share of PepsiCo Common Stock if the conditions of the applicable award agreement are satisfied.

Why were some of Athina Kanioura’s previously granted PepsiCo (PEP) PSUs canceled?

The filing shows 895 PSUs granted in March 2023 were canceled after the performance period ended because the applicable performance targets were not met. These units therefore did not convert into PepsiCo Common Stock for Athina Kanioura.

What does the tax-withholding transaction for Athina Kanioura’s PepsiCo (PEP) shares represent?

The disposition of 2,507 shares at $169.05 per share represents shares of PepsiCo Common Stock withheld to cover tax obligations upon PSU vesting. This is recorded as a tax-withholding disposition rather than an open-market sale by Athina Kanioura.

How many PepsiCo (PEP) shares does Athina Kanioura hold after these Form 4 transactions?

After all reported transactions, including grants, cancellations, and tax withholding, Athina Kanioura directly holds 115,546 shares of PepsiCo Common Stock. This figure reflects her updated direct ownership following the March 1, 2026 equity-related activity.