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PepsiCo (PEP) awards PSUs and RSUs to executive Eugene Willemsen

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Willemsen Eugene reported acquisition or exercise transactions in this Form 4 filing.

PepsiCo executive Eugene Willemsen reported new equity awards as part of his compensation. On July 1, 2026, he received 540 performance-based restricted stock units (PSUs) and 809 restricted stock units (RSUs), both recorded at $0.0000 per unit, reflecting non-cash compensation.

The PSUs will vest on March 1, 2029 only if pre-established performance targets are achieved over a three-year performance period and after Compensation Committee approval. Depending on results, he may ultimately receive from 0% to 250% of the PSUs granted in PepsiCo common stock.

The RSUs vest over time, with 33% scheduled on each of March 1, 2027 and March 1, 2028, and 34% on March 1, 2029, contingent on satisfying conditions in the award agreement. The filing also notes 20,342 shares of PepsiCo common stock held indirectly through a non-U.S. company.

Positive

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Insider Willemsen Eugene
Role CEO, International Beverages
Type Security Shares Price Value
Grant/Award PepsiCo, Inc. Common Stock 809 $0.00 --
Grant/Award PepsiCo, Inc. Common Stock 540 $0.00 --
holding PepsiCo, Inc. Common Stock -- -- --
Holdings After Transaction: PepsiCo, Inc. Common Stock — 64,216 shares (Direct, null); PepsiCo, Inc. Common Stock — 20,342 shares (Indirect, By Non-U.S. Company)
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 will vest 33% on each of March 1, 2027 and March 1, 2028 and 34% on March 1, 2029, contingent upon the reporting person's satisfaction of conditions in the applicable award agreement. RSUs are calculated on a one-for-one share basis.
PSU grant 540 units Performance-based restricted stock units granted July 1, 2026
RSU grant 809 units Restricted stock units granted July 1, 2026
PSU payout range 0%–250% of units Potential PepsiCo common shares delivered based on performance
Indirect holdings 20,342 shares PepsiCo common stock held indirectly by a non-U.S. company
RSU vesting dates 2027, 2028, 2029 33% vest March 1, 2027 and 2028; 34% March 1, 2029
performance-based restricted stock units ("PSUs") financial
"This number represents the performance-based restricted stock units ("PSUs") granted as a portion of the reporting person's compensation"
restricted stock units ("RSUs") financial
"This number represents the restricted stock units ("RSUs") granted as a portion of the reporting person's compensation"
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
three-year performance period financial
"contingent upon the achievement of pre-established performance targets over a three-year performance period"
Compensation Committee approval financial
"over a three-year performance period and Compensation Committee approval"
one-for-one share basis financial
"RSUs are calculated on a one-for-one share basis"
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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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).
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*
Willemsen Eugene

(Last)(First)(Middle)
PEPSICO, INC.
700 ANDERSON HILL ROAD

(Street)
PURCHASE NEW YORK 10577

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
PEPSICO INC [ PEP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
CEO, International Beverages
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
PepsiCo, Inc. Common Stock07/01/2026A809(1)A$064,216D
PepsiCo, Inc. Common Stock07/01/2026A540(2)A$064,756D
PepsiCo, Inc. Common Stock20,342IBy Non-U.S. Company
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 will vest 33% on each of March 1, 2027 and March 1, 2028 and 34% on March 1, 2029, 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-Fact07/02/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did PepsiCo (PEP) report for Eugene Willemsen?

PepsiCo reported that Eugene Willemsen received grants of 540 performance-based restricted stock units and 809 restricted stock units as compensation. These are equity awards at no cash cost, subject to multi-year vesting and performance or service conditions before shares are delivered.

How do Eugene Willemsen’s new PSUs from PepsiCo (PEP) vest?

The 540 performance-based restricted stock units vest on March 1, 2029, if pre-established performance targets are met over a three-year period. Final payouts, from 0% to 250% of the units granted, also require Compensation Committee approval before shares are issued.

What is the vesting schedule for Eugene Willemsen’s PepsiCo (PEP) RSU grant?

The 809 restricted stock units vest based on continued service: 33% on March 1, 2027, 33% on March 1, 2028, and 34% on March 1, 2029. Vesting depends on satisfying the conditions set out in the applicable award agreement.

Are Eugene Willemsen’s PepsiCo (PEP) equity awards open-market purchases?

No, the Form 4 shows these as compensation grants, not market purchases. Both the 540 PSUs and 809 RSUs are recorded at a price of $0.0000 per unit, indicating they are issued by PepsiCo as part of his executive pay package.

What indirect PepsiCo (PEP) holdings are reported for Eugene Willemsen?

The filing shows 20,342 shares of PepsiCo common stock held indirectly through a non-U.S. company. This entry reflects indirect ownership, separate from the new PSU and RSU grants, and is categorized as an indirect holding in the ownership data.

Can Eugene Willemsen receive more PepsiCo (PEP) shares than the PSUs originally granted?

Yes, for the 540 performance-based restricted stock units, the payout can range from 0% to 250% of units granted. The final number of PepsiCo shares depends on performance against targets over three years and Compensation Committee approval.