PEP director adds 1,628 phantom units, total ownership 13,330 shares

Rhea-AI Filing Summary

Segun Agbaje, a PepsiCo, Inc. (PEP) director, reported two non-derivative acquisitions of PepsiCo common stock-related units. Between June 1, 2025 and September 30, 2025 he received 231.1569 phantom stock units via reinvested dividend equivalents under the PepsiCo Director Deferral Program, payable one-for-one in shares. On October 1, 2025 he received 1,397.2334 phantom stock units for service as a director at a reported price of $143.14 per share; those units are payable one-for-one in shares commencing the first day of the calendar quarter after his retirement or resignation from the Board. Following these transactions his reported beneficial ownership totaled 13,329.9668 shares.

Positive

• Received 1,397.2334 director phantom units on 10/01/2025, adding to ownership
• Dividend reinvestment of 231.1569 units under the PepsiCo Director Deferral Program

Negative

• None.

Insights

Corporate Governance / Insider Activity Analyst

Director received phantom units totaling 1,628.3903 units, increasing ownership to 13,329.9668 shares.

The filings show routine director compensation converted to phantom stock units: 231.1569 units from dividend reinvestment and 1,397.2334 units granted for service. These units are payable one-for-one in PepsiCo common stock under the Director Deferral Program, with the service grant payable after departure from the Board.

This is a standard, non-cash compensation event rather than an open-market purchase or sale; it increases reported beneficial ownership but does not indicate active trading by the director.

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^*

Agbaje Segun

(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		231.1569(1)	A	(1)	11,932.7334	D
PepsiCo, Inc. Common Stock	10/01/2025		A		1,397.2334(2)	A	$143.14	13,329.9668	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 Segun Agbaje report on Form 4 (PEP)?

He reported acquiring 231.1569 phantom units via dividend reinvestment and 1,397.2334 phantom units for director service, bringing beneficial ownership to 13,329.9668 shares.

Were these shares purchased on the open market?

No. The Form 4 shows phantom stock units granted/credited under the director deferral program, payable one-for-one in PepsiCo common stock, not open-market trades.

What price is disclosed for the reported transaction?

The filing lists a price of $143.14 associated with the 10/01/2025 phantom unit grant.

When do the director service phantom units become payable in shares?

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

How many total units were added across the reported dates?

A total of 1,628.3903 phantom stock units were reported (231.1569 + 1,397.2334), increasing beneficial ownership to 13,329.9668 shares.