PepsiCo (PEP) CFO receives performance and time-based stock unit grants

Rhea-AI Filing Summary

PepsiCo Executive Vice President and Chief Financial Officer Stephen T. Schmitt reported stock-based compensation grants in the form of company equity. On March 1, 2026, he acquired 17,725 performance-based restricted stock units (PSUs) and 11,817 restricted stock units (RSUs), both at no cash purchase price.

The PSUs vest on March 1, 2029, contingent on achieving pre-established performance targets over a three-year performance period and Compensation Committee approval. Depending on performance, he may receive from 0% to 250% of the PSUs granted in PepsiCo common shares. The RSUs vest in three equal annual installments starting on the first anniversary of the grant date, subject to conditions in the award agreement, and each RSU represents one share of PepsiCo common stock.

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

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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^*

Schmitt Stephen T.

(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)
	EVP & Chief Financial Officer

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		17,725(1)	A	$0	66,934	D
PepsiCo, Inc. Common Stock	03/01/2026		A		11,817(2)	A	$0	78,751	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 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. 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.

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).
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FAQ

What equity awards did PepsiCo (PEP) CFO Stephen Schmitt report on this Form 4?

Stephen Schmitt reported grants of 17,725 performance-based restricted stock units and 11,817 time-based restricted stock units. Both awards were granted as part of his compensation and involve PepsiCo common stock, with no cash purchase price disclosed for these units.

How do the performance-based stock units for PepsiCo (PEP) CFO vest?

The 17,725 performance-based restricted stock units vest on March 1, 2029, if pre-established performance targets are achieved over a three-year period and the Compensation Committee approves. Depending on performance, Schmitt may ultimately receive between 0% and 250% of the PSUs granted.

What is the vesting schedule for the RSUs granted to PepsiCo (PEP) CFO?

The 11,817 restricted stock units vest ratably over three years, beginning on the first anniversary of the March 1, 2026 grant date. Vesting is contingent on meeting conditions in the applicable award agreement, and each RSU converts into one share of PepsiCo common stock.

Did PepsiCo (PEP) CFO buy or sell shares in the reported Form 4 transactions?

The Form 4 reports stock-based compensation grants, not open-market buying or selling. Both transactions are coded as awards or other acquisitions of PepsiCo common stock units, reflecting compensation rather than discretionary purchases or sales in the market.

How many PepsiCo (PEP) shares could the CFO receive from his new PSU grant?

From the 17,725 performance-based restricted stock units, the CFO may receive between 0% and 250% of that number in PepsiCo shares. The actual amount depends on performance against pre-set targets over a three-year period and Compensation Committee approval.