[Form 4] PEPSICO INC Insider Trading Activity

Rhea-AI Filing Summary

Darren Walker, a director of PepsiCo, Inc. (PEP), reported purchases of PepsiCo common stock and phantom stock units. The filing shows 557.8673 phantom units acquired between 10/01/2024 and 09/30/2025 through reinvested dividend equivalents at prices ranging from $132.04 to $149.94, payable one-for-one in shares. On 10/01/2025 he received 1,397.2334 phantom units for director service at an indicated price of $143.14. Following these transactions, the filing reports 16,978.2506 shares beneficially owned. The Form 4 is signed by attorney-in-fact Cynthia A. Nastanski on 10/03/2025. The filing notes that the service-related units are payable in shares beginning the quarter after the director’s retirement or resignation.

Insights

Corporate Governance Analyst

Director continued to accumulate company stock via phantom units and dividend reinvestment.

The filing documents acquisition of 557.8673 phantom units from dividend reinvestment over the 12-month period ending 09/30/2025, and 1,397.2334 phantom units on 10/01/2025 for board service. These units are payable one-for-one in common stock, increasing reported beneficial ownership to 16,978.2506 shares.

This behavior aligns director compensation with shareholder outcomes and signals continued board-level alignment with equity interests; the filing is procedural and contains no governance disputes or departures.

Executive Compensation Specialist

Phantom units were acquired under the Director Deferral Program and include dividend reinvestment.

The disclosure states reinvested dividend equivalents converted to phantom stock units at prices between $132.04 and $149.94 and that service-related units received on 10/01/2025 are payable in shares beginning the quarter after retirement/resignation. This confirms standard deferred equity treatment for non-employee directors under PepsiCo’s plan.

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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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^*

Walker Darren

(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		557.8673(1)	A	(1)	15,581.0172	D
PepsiCo, Inc. Common Stock	10/01/2025		A		1,397.2334(2)	A	$143.14	16,978.2506	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).
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