[Form 4] PEPSICO INC Insider Trading Activity

Rhea-AI Filing Summary

PepsiCo, Inc. (PEP) director Jennifer Bailey reported two non-derivative acquisitions of PepsiCo common stock units. On 09/30/2025 she received 94.9693 shares (reinvested dividend-equivalent phantom stock units acquired between 06/01/2025 and 09/30/2025 at prices from $132.04 to $140.44) that are payable one-for-one in shares. On 10/01/2025 she received 1,397.2334 phantom stock units for director service at a reported price of $143.14, bringing her total beneficial ownership to 7,012.1328 shares following the transactions. The filing notes the director deferral program structure and that the service-based units become payable in shares after the first calendar quarter following retirement or resignation from the board.

Positive

• Total beneficial ownership increased to 7,012.1328 shares after reported transactions
• Dividend equivalents were reinvested into phantom stock units at prices between $132.04 and $140.44, demonstrating use of the director deferral program

Negative

• 1,397.2334 service-based phantom units are payable only after resignation or retirement, limiting immediate economic benefit

Insights

Corporate Governance Expert

Director acquired phantom units and timing of payout is post‑service, increasing reported beneficial ownership to 7,012.1328 shares.

The transactions are reported as acquisitions of phantom stock units under the PepsiCo Director Deferral Program, including reinvestment of dividend equivalents and service-based awards. The filing explicitly states prices paid for reinvested units ranged from $132.04 to $140.44 and a separate award listed at $143.14.

This matters because the reported increase in beneficial ownership reflects compensation delivered as deferred, share-settled units rather than open‑market purchases; payout is conditional on the reporting person’s future departure from the board, which affects liquidity and transferability of those units.

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).

1. Name and Address of Reporting Person^*

Bailey Jennifer

(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		94.9693(1)	A	(1)	5,614.8994	D
PepsiCo, Inc. Common Stock	10/01/2025		A		1,397.2334(2)	A	$143.14	7,012.1328	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 June 1, 2025 and September 30, 2025 through reinvestment of dividend equivalents pursuant to the PepsiCo Director Deferral Program, at prices ranging from $132.04 to $140.44, 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 PepsiCo director Jennifer Bailey report on Form 4 (PEP)?

She reported acquisitions of phantom stock units convertible to common stock: 94.9693 shares on 09/30/2025 and 1,397.2334 units on 10/01/2025, raising ownership to 7,012.1328 shares.

Were any prices disclosed for the acquisitions in the Form 4 (PEP)?

Yes. Reinvested dividend-equivalent units were acquired at prices ranging from $132.04 to $140.44, and the 10/01/2025 service-based units list a price of $143.14.

When are the reported phantom stock units payable in PepsiCo (PEP) shares?

The filing states those phantom stock units are payable one-for-one in PepsiCo common stock, with service-based units payable commencing the first day of the calendar quarter following the reporting person’s retirement or resignation from the board.

Does the Form 4 indicate whether these were open-market purchases?

No. The Form 4 specifies these were phantom stock units acquired under the PepsiCo Director Deferral Program, not open-market purchases.

How many phantom units were acquired via dividend reinvestment?

The filing indicates 94.9693 shares reflect phantom stock units acquired through reinvestment of dividend equivalents between 06/01/2025 and 09/30/2025.