PepsiCo insider adds 1,397 phantom units; total ownership 11,960.49

Rhea-AI Filing Summary

Michelle Gass, a PepsiCo, Inc. (PEP) director, reported acquisitions of PepsiCo common stock-related phantom units and shares. On 09/30/2025 she acquired 365.8886 phantom stock units through dividend-equivalent reinvestment, representing units issued between 10/01/2024 and 09/30/2025 at prices from $132.04 to $149.94, payable one-for-one in shares. On 10/01/2025 she received 1,397.2334 phantom stock units for director service at an attributed price of $143.14. Following these transactions she beneficially owns 11,960.4894 shares (direct).

Positive

• Director acquired additional economic exposure via 1,397.2334 phantom units on 10/01/2025
• Dividend-equivalent reinvestment yielded 365.8886 units between 10/01/2024 and 09/30/2025, showing automated accumulation

Negative

• None.

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^*

Gass Michelle

(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		365.8886(1)	A	(1)	10,563.256	D
PepsiCo, Inc. Common Stock	10/01/2025		A		1,397.2334(2)	A	$143.14	11,960.4894	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 Michelle Gass report on Form 4 for PEP?

The filing shows acquisitions of phantom stock units: 365.8886 units on 09/30/2025 (reinvested dividends) and 1,397.2334 units on 10/01/2025.

How many PepsiCo shares does Michelle Gass beneficially own after the transactions?

She beneficially owns 11,960.4894 shares following the reported transactions.

What price range is disclosed for the reinvested dividend-equivalent units?

The dividend-equivalent units were attributed at prices ranging from $132.04 to $149.94.

What is the $143.14 figure reported in the Form 4?

The $143.14 amount is the price shown for the phantom stock units received for director service on 10/01/2025.

Are the reported holdings direct or indirect?

The Form 4 indicates the ownership form as Direct (D) for the reported shares and units.