PEP Form 4: Director reports 900,000 LLC-held shares and 1,397 units

Rhea-AI Filing Summary

Robert C. Pohlad, a director of PepsiCo, Inc. (PEP), reported acquisitions of phantom stock units that will be paid in shares. The filing shows 693.6748 units credited between 10/01/2024 and 09/30/2025 via reinvested dividend equivalents and an additional 1,397.2334 units received on 10/01/2025 at a reported price of $143.14 per share. After the reported transactions, the filing lists 189,159.8613 shares beneficially owned by the reporting person. The report also discloses 900,000 shares held indirectly in a limited liability company and 27 shares held by the reporting person’s spouse. The phantom units noted will convert to one-for-one shares under the PepsiCo Director Deferral Program, with some units payable following retirement or resignation.

Positive

• Director acquired additional phantom units totaling 2,090.9082 units that convert one-for-one to shares
• Post-transaction beneficial ownership reported at 189,159.8613 shares, increasing transparency
• 900,000 shares held indirectly in an LLC are explicitly disclosed, clarifying ownership structure

Negative

• None.

Insights

Corporate Governance Expert

Director increased equity stake via phantom units and deferrals.

What it means: The director acquired 693.6748 dividend-reinvested phantom units over the prior year and 1,397.2334 director awards on 10/01/2025, which convert one-for-one into common shares under the PepsiCo Director Deferral Program.

Why it matters: These filings disclose ownership and timing mechanics: some awards are payable only after the director’s retirement/resignation, affecting when additional shares enter public circulation and when the director’s economic exposure changes.

Equity Ownership Analyst

Beneficial ownership includes direct, indirect, and spousal holdings totaling material share counts.

What it means: The filing shows 189,159.8613 shares following the transactions, with a notable 900,000 shares held indirectly via an LLC and 27 by a spouse, all explicitly reported on Form 4.

Why it matters: The combined direct and indirect holdings are disclosed for investor transparency and may be used by stakeholders to assess insider alignment with shareholder interests; the filing states the acquisition price for the 10/01/2025 units as $143.14.

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).

1. Name and Address of Reporting Person^*

POHLAD ROBERT 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		693.6748(1)	A	(1)	187,762.6279	D
PepsiCo, Inc. Common Stock	10/01/2025		A		1,397.2334(2)	A	$143.14	189,159.8613	D
PepsiCo, Inc. Common Stock								900,000	I	Held in Limited Liability Company
PepsiCo, Inc. Common Stock								27	I	Held by spouse

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 director Robert C. Pohlad report on Form 4?

He reported acquisition of 693.6748 phantom units credited between 10/01/2024 and 09/30/2025 and 1,397.2334 phantom units on 10/01/2025 (priced at $143.14), payable in shares.

How many PepsiCo shares does Robert C. Pohlad beneficially own after the reported transactions?

The filing reports 189,159.8613 shares beneficially owned following the reported transactions.

Are any holdings reported as indirect or held by family?

Yes. The filing discloses 900,000 shares held indirectly in a limited liability company and 27 shares held by the reporting person’s spouse.

When will the phantom units convert to actual PepsiCo shares?

The phantom units convert one-for-one into PepsiCo common stock under the Director Deferral Program; some awards are payable commencing on the first day of the calendar quarter following the first anniversary of the director’s retirement or resignation.

What price was disclosed for the units reported on 10/01/2025?

The filing lists a price of $143.14 per share for the 10/01/2025 phantom units.