PepsiCo (NASDAQ: PEP) North America CEO receives stock awards and withholds shares

Rhea-AI Filing Summary

PepsiCo executive Ramkumar Krishnan, CEO North America, reported several equity compensation changes. He acquired 26,588 shares of PepsiCo common stock as performance-based restricted stock units and 17,725 shares as time-based restricted stock units, which vest over multi‑year periods subject to performance targets and service conditions.

He also received 105.3639 phantom stock units under PepsiCo’s Executive Income Deferral Program, representing dividends credited between March 2, 2025 and March 1, 2026. At the same time, 1,343 shares tied to a prior performance grant were canceled because targets were not met, and 4,136 shares were withheld at $169.05 per share to cover tax obligations upon vesting. Following these transactions, he directly holds 94,994 shares, with additional indirect holdings of 5,688 shares in a GRAT and 1,320 shares in a family trust.

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^*

Krishnan Ramkumar

(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, North America

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	82,748(2)	D
PepsiCo, Inc. Common Stock	03/01/2026		A		17,725(3)	A	$0	100,473	D
PepsiCo, Inc. Common Stock	03/01/2026		D		1,343(4)	D	$0	99,130	D
PepsiCo, Inc. Common Stock	03/01/2026		F		4,136(5)	D	$169.05	94,994	D
PepsiCo, Inc. Common Stock								5,688(2)	I	By GRAT
PepsiCo, Inc. Common Stock								1,320	I	By Family Trust

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
Phantom Stock Holding	(6)	03/01/2026		A		105.3639(7)		(8)	(8)	PepsiCo, Inc. Common Stock	105.3639	(7)	2,719.5971	D

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. Amount of securities beneficially owned following reported transaction reflects the return of 4,312 shares previously owned indirectly by the reporting person in a grantor retained annuity trust ("GRAT").

3. 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.

4. 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.

5. This number represents shares of PepsiCo Common Stock withheld to satisfy the tax withholding obligation due upon vesting of PSUs.

6. These phantom units are held under the PepsiCo Executive Income Deferral Program ("EID") and convert to shares of PepsiCo Common Stock on a one-for-one basis.

7. This amount relates to dividends credited to the reporting person's phantom stock account between March 2, 2025 and March 1, 2026 pursuant to the EID, at prices ranging from $132.04 to $149.94.

8. This security is payable pursuant to the reporting person's election and the terms of the EID.

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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did PepsiCo (PEP) executive Ramkumar Krishnan acquire in this Form 4 filing?

Ramkumar Krishnan received large equity awards from PepsiCo, including 26,588 performance-based restricted stock units and 17,725 time-based restricted stock units. These grants form part of his compensation and vest over several years, contingent on performance and continued employment conditions.

How are the performance-based restricted stock units for PepsiCo (PEP) structured?

The performance-based restricted stock units vest on March 1, 2029 if pre-set performance targets are achieved and the Compensation Committee approves. Depending on performance, Krishnan may ultimately receive from 0% to 250% of the units granted, creating variable equity outcomes tied to company results.

What happened to previously granted PSUs in this PepsiCo (PEP) Form 4?

A prior PSU grant from March 2023 was canceled at the end of its performance period because the performance targets were not met. This resulted in 1,343 shares being disposed of back to PepsiCo, reflecting forfeiture rather than an open-market sale or cash transaction.

Why were some PepsiCo (PEP) shares disposed of to cover taxes in this filing?

PepsiCo withheld 4,136 shares of common stock at $169.05 per share to satisfy tax withholding obligations when certain PSUs vested. This tax-withholding disposition reduces the net shares delivered to Krishnan but allows the tax due on the vesting to be paid in shares instead of cash.

What are the phantom stock units reported for PepsiCo (PEP) in this Form 4?

Krishnan received 105.3639 phantom stock units under PepsiCo’s Executive Income Deferral Program. These units reflect dividends credited to his phantom stock account between March 2, 2025 and March 1, 2026 and convert into PepsiCo common stock on a one-for-one basis under the program’s terms.

What are Ramkumar Krishnan’s direct and indirect PepsiCo (PEP) holdings after these transactions?

After the reported transactions, Krishnan directly owns 94,994 shares of PepsiCo common stock. He also has indirect holdings of 5,688 shares through a grantor retained annuity trust and 1,320 shares through a family trust, expanding his total reported economic exposure to PepsiCo shares.