PepsiCo (NASDAQ: PEP) director Bailey adds shares via awards and deferral

Rhea-AI Filing Summary

PepsiCo director Jennifer Bailey reported routine equity awards under a company deferral program. She acquired 423.9683 shares of PepsiCo common stock at $141.52 per share on a grant, and 125.0032 additional shares through a deferred cash payment, bringing her direct holdings to 7,962.4152 shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Bailey Jennifer

Role null

Type	Security	Shares	Price	Value
Grant/Award	PepsiCo, Inc. Common Stock	423.968	$141.52	$60K
Grant/Award	PepsiCo, Inc. Common Stock	125.003	$0.00	--

Holdings After Transaction: PepsiCo, Inc. Common Stock — 7,962.415 shares (Direct, null)

Footnotes (1)

1. This number includes the phantom stock units acquired on various dates between December 1, 2025 and May 31, 2026 through reinvestment of dividend equivalents pursuant to the PepsiCo Director Deferral Program, at prices ranging from $138.96 to $155.29, payable in shares of PepsiCo Common Stock on a one-for-one basis. This number represents the regular cash payment, or portion thereof, that the filing person elected to defer under the PepsiCo Director Deferral Program that is payable in shares of PepsiCo Common Stock at the end of the deferral period selected by the filing person.

Key Figures

Equity award shares: 423.9683 shares Award price per share: $141.52 per share Deferred cash into shares: 125.0032 shares +1 more

4 metrics

Equity award shares 423.9683 shares Grant/award of PepsiCo common stock on 2026-06-01 at $141.52

Award price per share $141.52 per share Reference price for 423.9683-share grant on 2026-06-01

Deferred cash into shares 125.0032 shares Cash payment elected to defer into PepsiCo shares on 2026-05-31

Post-transaction holdings 7,962.4152 shares Total direct PepsiCo common stock held after 2026-06-01 transactions

Key Terms

phantom stock units, dividend equivalents, PepsiCo Director Deferral Program, defer

4 terms

phantom stock units financial

"This number includes the phantom stock units acquired on various dates between December 1, 2025 and May 31, 2026"

Phantom stock units are company promises that pay a cash or stock-equivalent award tied to the firm’s share price or value growth, but they do not issue actual shares. Think of them as a bonus check that moves with the stock like a mirror rather than handing over an ownership slice. Investors care because these awards can affect a company’s future cash obligations, executive incentives and reported expenses without causing share dilution.

dividend equivalents financial

"through reinvestment of dividend equivalents pursuant to the PepsiCo Director Deferral Program"

Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.

PepsiCo Director Deferral Program financial

"pursuant to the PepsiCo Director Deferral Program, at prices ranging from $138.96 to $155.29"

defer financial

"regular cash payment, or portion thereof, that the filing person elected to defer under the PepsiCo Director Deferral Program"

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Form 4 Insider Transactions: What Each Field Means →

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
hours per response:			0.5

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^*

Bailey Jennifer

(Last) (First) (Middle)

PEPSICO, INC.

700 ANDERSON HILL ROAD

(Street)

PURCHASE NEW YORK 10577

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/31/2026		A		125.0032(1)	A	(1)	7,538.4469	D
PepsiCo, Inc. Common Stock	06/01/2026		A		423.9683(2)	A	$141.52	7,962.4152	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 December 1, 2025 and May 31, 2026 through reinvestment of dividend equivalents pursuant to the PepsiCo Director Deferral Program, at prices ranging from $138.96 to $155.29, payable in shares of PepsiCo Common Stock on a one-for-one basis.

2. This number represents the regular cash payment, or portion thereof, that the filing person elected to defer under the PepsiCo Director Deferral Program that is payable in shares of PepsiCo Common Stock at the end of the deferral period selected by the filing person.

Remarks:

	/s/ Cynthia A. Nastanski, Attorney-in-Fact	06/03/2026
	** 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.
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.
* Form 4: SEC 1474 (03-26)

FAQ

What did PepsiCo (PEP) director Jennifer Bailey report in this Form 4?

Jennifer Bailey reported acquiring PepsiCo common stock through routine awards and deferrals. She received 423.9683 shares at a reference price of $141.52 and 125.0032 shares via a deferred cash payment election under the PepsiCo Director Deferral Program.

How many PepsiCo (PEP) shares does Jennifer Bailey hold after these transactions?

After these transactions, Jennifer Bailey directly holds 7,962.4152 shares of PepsiCo common stock. This total reflects cumulative awards and deferrals, including phantom stock units and deferred cash amounts payable in shares on a one-for-one basis.

What are phantom stock units mentioned in the PepsiCo (PEP) Form 4 footnotes?

Phantom stock units are bookkeeping units tied to PepsiCo’s share price. In this filing, they were acquired between December 1, 2025 and May 31, 2026 via dividend equivalent reinvestment, and are payable in PepsiCo common shares on a one-for-one basis at settlement.

What is the PepsiCo (PEP) Director Deferral Program referenced in the filing?

The PepsiCo Director Deferral Program allows directors to defer cash payments into phantom stock units. These units track PepsiCo’s share price and are ultimately payable in PepsiCo common stock at the end of a deferral period chosen by the director, aligning compensation with shareholder value.

Was Jennifer Bailey’s PepsiCo (PEP) Form 4 a market purchase or sale of shares?

The Form 4 reflects equity awards and deferrals, not open-market trades. Both transactions use code “A” for grants or other acquisitions, with one linked to a share-based award and the other to a deferred cash payment payable in shares, rather than discretionary buying or selling.