PepsiCo (PEP) EVP granted stock units, with cancellations and tax withholding

Rhea-AI Filing Summary

PepsiCo executive David Flavell reported multiple stock-based compensation movements. On March 1, 2026, he acquired 12,160 performance-based restricted stock units and 25,831 restricted stock units as part of his compensation, both at a stated price of $0.00 per share.

The filing also shows 783 performance stock units canceled because performance targets from a prior grant were not met, and 2,143 shares of PepsiCo common stock withheld at $169.05 per share to cover tax obligations upon vesting. After these transactions, he directly owned 77,725 shares of PepsiCo common stock.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Flavell David

Role EVP, Gen Counsel & Corp Sec

Type	Security	Shares	Price	Value
Grant/Award	PepsiCo, Inc. Common Stock	12,160	$0.00	--
Grant/Award	PepsiCo, Inc. Common Stock	25,831	$0.00	--
Disposition	PepsiCo, Inc. Common Stock	783	$0.00	--
Tax Withholding	PepsiCo, Inc. Common Stock	2,143	$169.05	$362K

Holdings After Transaction: PepsiCo, Inc. Common Stock — 54,820 shares (Direct)

Footnotes (1)

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. 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. This number represents the PSUs granted in March 2023 that were canceled at the end of the performance period because the applicable performance targets were not met. This number represents shares of PepsiCo Common Stock withheld to satisfy the tax withholding obligation due upon vesting of PSUs.

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
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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^*

Flavell David

(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, Gen Counsel & Corp Sec

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		12,160(1)	A	$0	54,820	D
PepsiCo, Inc. Common Stock	03/01/2026		A		25,831(2)	A	$0	80,651	D
PepsiCo, Inc. Common Stock	03/01/2026		D		783(3)	D	$0	79,868	D
PepsiCo, Inc. Common Stock	03/01/2026		F		2,143(4)	D	$169.05	77,725	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.

3. This number represents the PSUs granted in March 2023 that were canceled at the end of the performance period because the applicable performance targets were not met.

4. This number represents shares of PepsiCo Common Stock withheld to satisfy the tax withholding obligation due upon vesting of PSUs.

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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did PepsiCo (PEP) executive David Flavell report in this Form 4?

David Flavell reported new stock-based awards and related adjustments. He received performance-based and time-based stock units, had some prior performance units canceled for not meeting targets, and had shares withheld to cover tax obligations tied to vesting.

How many PepsiCo shares did David Flavell acquire as compensation?

He was granted 12,160 performance-based restricted stock units and 25,831 restricted stock units. These awards form part of his compensation and may convert into PepsiCo common stock over time if vesting and performance conditions are satisfied.

Why were 783 PepsiCo performance stock units canceled for David Flavell?

The 783 performance stock units were canceled because pre-established performance targets for a March 2023 grant were not achieved. When those performance goals are not met, some or all of the performance-based units do not vest and are removed.

What does the tax-withholding transaction at $169.05 per share mean?

PepsiCo withheld 2,143 shares of common stock at $169.05 per share to cover David Flavell’s tax obligations on vested performance units. Instead of paying cash, shares are retained by the company to satisfy required withholding taxes.

How many PepsiCo shares does David Flavell own after these transactions?

Following the reported awards, cancellations, and tax withholding, David Flavell directly owned 77,725 shares of PepsiCo common stock. This figure reflects his updated direct ownership after all Form 4 transactions on March 1, 2026.

Are David Flavell’s new PepsiCo stock units immediately vested?

No, the new awards vest over time and depend on conditions. Performance-based units vest in 2029 if multi-year performance targets are met, while restricted stock units vest ratably over three years if employment and award agreement conditions are satisfied.