PEP Form 4: Director adds 8,564.28 shares via phantom units

Rhea-AI Filing Summary

PepsiCo, Inc. director Edith W. Cooper reported two non-derivative acquisitions in a Form 4. On 09/30/2025 she received 7,167.0424 phantom stock units that were converted to shares via reinvested dividend equivalents earned between 10/01/2024 and 09/30/2025 at prices ranging from $132.04 to $149.94, payable one-for-one in common stock. On 10/01/2025 she acquired 1,397.2334 additional phantom stock units for director service at an indicated price of $143.14, bringing her total beneficial ownership to 8,564.2758 shares (direct).

Positive

• Acquired 1,397.2334 phantom units for director service on 10/01/2025 at $143.14
• Total beneficial ownership increased to 8,564.2758 shares, reflecting dividend reinvestment and service-based units

Negative

• None.

Insights

Corporate Governance Analyst

Routine director stock accruals increased beneficial ownership to 8,564.2758 shares.

The Form 4 discloses that Edith W. Cooper acquired 7,167.0424 phantom units converted via dividend reinvestment between 10/01/2024 and 09/30/2025, and received 1,397.2334 phantom units on 10/01/2025 for board service.

These units are payable one-for-one in PepsiCo common stock, and the reported price range for reinvested dividend units was $132.04 to $149.94. This filing documents normal director compensation and deferral plan activity rather than open-market trading.

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
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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^*

COOPER EDITH W

(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		233.0805(1)	A	(1)	7,167.0424	D
PepsiCo, Inc. Common Stock	10/01/2025		A		1,397.2334(2)	A	$143.14	8,564.2758	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 Edith W. Cooper report on the Form 4 for PEP?

She reported receipt of 7,167.0424 phantom units on 09/30/2025 via dividend reinvestment and 1,397.2334 phantom units on 10/01/2025 for director service.

How many PepsiCo shares does Edith W. Cooper beneficially own after the transactions?

The filing shows she beneficially owns 8,564.2758 shares of PepsiCo common stock (direct ownership).

Were these purchases made on the open market?

No. The reported acquisitions are phantom stock units under the PepsiCo Director Deferral Program payable one-for-one in shares, not open-market purchases.

What price range applied to the dividend-reinvested units?

The phantom units acquired through dividend equivalent reinvestment were valued between $132.04 and $149.94.

When will the director-service phantom units be payable in shares?

The units received for director service are payable in shares commencing on the first day of the calendar quarter following the first anniversary of the director's retirement or resignation from the Board.