PEP Form 4: Director Holdings Rise to 21,295.5364 Shares

Rhea-AI Filing Summary

David C. Page, a Director of PepsiCo, Inc. (PEP), reported two acquisitions of PepsiCo common stock or stock-linked units under Form 4. On 09/30/2025 he was credited with 723.046 phantom stock units through dividend-equivalent reinvestment, bringing his direct beneficial ownership to 19,898.303 shares. On 10/01/2025 he received 1,397.2334 additional phantom stock units for service as a director at an attributed price of $143.14, increasing his direct beneficial ownership to 21,295.5364 shares. The filing explains the 723.046 units reflect reinvested dividend equivalents acquired between 10/01/2024 and 09/30/2025 at prices ranging from $132.04 to $149.94, payable one-for-one in common shares. The 1,397.2334 units are director service units payable in shares beginning the quarter after the director’s retirement or resignation. The Form 4 is signed by an attorney-in-fact on 10/03/2025.

Positive

• Director holdings increased to 21,295.5364 shares, strengthening insider alignment with shareholders
• Phantom units convert one-for-one into common shares, preserving equity dilution clarity
• Dividend equivalents were reinvested across 10/01/2024–09/30/2025 at prices between $132.04 and $149.94

Negative

• None.

Insights

Corporate Governance Analyst

Director increased direct holdings to 21,295.5364 shares via phantom-unit conversions.

This filing shows routine director compensation delivered as phantom stock units that convert one-for-one into common shares, not open-market purchases. The increase to 21,295.5364 shares consolidates the director’s direct stake in the company and is recorded under Section 16 reporting rules.

The reported units include 723.046 reinvested dividend-equivalent units acquired over 10/01/2024–09/30/2025 and 1,397.2334 service units dated 10/01/2025, clarifying timing and source of the ownership change.

Executive Compensation Specialist

Compensation delivered as phantom units at prices between $132.04 and $149.94.

The filing documents that dividend equivalents were reinvested at historical per-share prices ranging from $132.04 to $149.94, indicating the director received value tied to share price movements rather than cash. The additional 1,397.2334 phantom units are paid for service and become payable in shares after board exit, aligning pay with long-term equity interests.

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^*

Page David C

(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		723.046(1)	A	(1)	19,898.303	D
PepsiCo, Inc. Common Stock	10/01/2025		A		1,397.2334(2)	A	$143.14	21,295.5364	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 transactions did PEPSICO insider David C. Page report on Form 4?

He reported acquisitions of 723.046 phantom stock units on 09/30/2025 and 1,397.2334 phantom stock units on 10/01/2025, increasing his direct beneficial ownership to 21,295.5364 shares.

What price range is disclosed for the reinvested dividend equivalents?

The filing states reinvested dividend-equivalent units were acquired at prices ranging from $132.04 to $149.94.

Are the reported units payable in shares or cash?

The phantom stock units are payable in PepsiCo common stock on a one-for-one basis.

When do the director service phantom units become payable?

The 1,397.2334 service units are payable in shares commencing on the first day of the calendar quarter following the director’s first anniversary of retirement or resignation from the Board.

Who signed the Form 4 and when was it filed?

The Form 4 was signed by Cynthia A. Nastanski, Attorney-in-Fact on 10/03/2025.