PEP Form 4: Director's Dividend Reinvestment and Service Units Raise Holdings

Rhea-AI Filing Summary

PepsiCo, Inc. director Conde Cesar reported two acquisitions of common stock-related units. On 09/30/2025 he received 607.18 phantom stock units purchased via reinvested dividend equivalents accumulated between 10/01/2024 and 09/30/2025 at prices from $132.04 to $149.94, payable one-for-one in shares. On 10/01/2025 he received 1,397.2334 phantom stock units for director service for $143.14 each, bringing his total beneficial ownership to 18,267.1403 shares. The units are payable in shares under the PepsiCo Director Deferral Program and certain units vest/pay after retirement or resignation.

Positive

• Total beneficial ownership increased to 18,267.1403 shares following acquisitions
• Dividend equivalents reinvested into 607.18 phantom stock units at prices between $132.04 and $149.94
• 1,397.2334 phantom stock units granted for director service, payable in shares on a one-for-one basis

Negative

• None.

Insights

Corporate Governance Expert

Director acquired additional phantom units, raising beneficial ownership to 18,267.1403 shares.

The filings show routine director compensation under the PepsiCo Director Deferral Program, including dividend-equivalent reinvestments and service-based phantom units payable one-for-one in common shares.

This is a non-derivative acquisition recorded as phantom stock units, not an open-market purchase, and the service units include deferred payment timing tied to retirement or resignation.

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^*

Conde Cesar

(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		607.18(1)	A	(1)	16,869.9069	D
PepsiCo, Inc. Common Stock	10/01/2025		A		1,397.2334(2)	A	$143.14	18,267.1403	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 did Conde Cesar report on the Form 4 for PEP?

Conde Cesar reported receipt of 607.18 phantom units on 09/30/2025 and 1,397.2334 phantom units on 10/01/2025, totaling 18,267.1403 beneficial shares.

Were the reported transactions open-market purchases or compensation?

The report discloses phantom stock units acquired via dividend reinvestment and director service under the PepsiCo Director Deferral Program, not open-market trades.

What prices are associated with the reported units?

Dividend-equivalent reinvestments occurred at prices ranging from $132.04 to $149.94; the service units are reported at $143.14 each.

When are the service-based phantom units payable?

The filing states service-based phantom units are payable in shares commencing the first day of the calendar quarter following the first anniversary of the reporting person's retirement or resignation from the board.

Does the Form 4 show any derivative securities or dispositions?

No derivative securities or dispositions are reported in Table II; only non-derivative phantom stock units and resulting beneficial ownership are disclosed.