PepsiCo director receives 1,000-share equity grant

Gibbs David W reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Gibbs David W reported acquisition or exercise transactions in this Form 4 filing.

PepsiCo director David W. Gibbs reported equity awards rather than open-market trades. On May 6, 2026, he received a one-time grant of 1,000 shares of PepsiCo common stock as a newly appointed non-employee director, which must be held until he retires or resigns from the Board.

On the same date, he was also credited with 534.325 phantom stock units for his board service. These units are payable in PepsiCo common shares on a one-for-one basis starting after the first anniversary of his retirement or resignation. Following these awards, he directly or equivalently holds 1,534.325 shares tied to PepsiCo stock.

Insider Trade Summary

Grant/Award: 1,534.325 shares

Grant/Award 2 txns

Insider Gibbs David W

Role Director

Type	Security	Shares	Price	Value
Grant/Award	PepsiCo, Inc. Common Stock	1,000	$0.00	$0.00
Grant/Award	PepsiCo, Inc. Common Stock	534.325	$0.00	$0.00

Holdings After Transaction: PepsiCo, Inc. Common Stock — 1,534.325 shares (Direct)

Footnotes (2)

1. F1. Represents a one-time grant of 1,000 shares of PepsiCo, Inc. Common Stock awarded to newly appointed non-employee directors. These shares must be held until the filing person's retirement or resignation from PepsiCo's Board of Directors.
2. F2. This number represents the filing person's pro-rated number of phantom stock units received for service as a director that are payable in shares of PepsiCo, Inc. 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.

Key Figures

Stock grant to director: 1,000 shares Phantom stock units credited: 534.325 units Total equity-linked holdings: 1,534.325 shares +1 more

4 metrics

Stock grant to director 1,000 shares One-time grant to newly appointed non-employee director on May 6, 2026

Phantom stock units credited 534.325 units Pro-rated phantom units for board service, payable one-for-one in shares after retirement

Total equity-linked holdings 1,534.325 shares Total PepsiCo stock and phantom unit equivalents following the reported awards

Grant price per share $0.00 per share Reported transaction price, consistent with compensation-related stock awards

Key Terms

phantom stock units, one-time grant, non-employee directors, payable in shares

4 terms

phantom stock units financial

"pro-rated number of phantom stock units received for service as a director"

Phantom stock units are company promises that pay a cash or stock-equivalent award tied to the firm’s share price or value growth, but they do not issue actual shares. Think of them as a bonus check that moves with the stock like a mirror rather than handing over an ownership slice. Investors care because these awards can affect a company’s future cash obligations, executive incentives and reported expenses without causing share dilution.

one-time grant financial

"Represents a one-time grant of 1,000 shares of PepsiCo, Inc. Common Stock"

non-employee directors financial

"awarded to newly appointed non-employee directors"

Non-employee directors are board members who do not work for the company as salaried employees and usually do not hold day-to-day management roles. They act like outside referees or independent coaches, providing oversight, asking tough questions, and protecting shareholders’ interests; investors care because these directors help ensure management is accountable, reduce conflicts of interest, and influence decisions that affect company strategy and long-term value.

payable in shares financial

"phantom stock units ... that are payable in shares of PepsiCo, Inc. Common Stock"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did PepsiCo (PEP) director David W. Gibbs report in this Form 4?

David W. Gibbs reported receiving equity awards, not open-market trades. He was granted 1,000 shares of PepsiCo common stock and 534.325 phantom stock units linked to his board service, increasing his total equity-based holdings to 1,534.325 shares or equivalents.

How many PepsiCo (PEP) shares were granted to David W. Gibbs?

He received a one-time grant of 1,000 shares of PepsiCo common stock. This award was made in connection with his role as a newly appointed non-employee director and is subject to a holding requirement until he retires or resigns from PepsiCo’s Board of Directors.

What are the 534.325 phantom stock units reported for PepsiCo (PEP)?

The 534.325 figure represents phantom stock units credited for Gibbs’s director service. Each unit is payable in one share of PepsiCo common stock, beginning on the first day of the calendar quarter after the first anniversary of his retirement or resignation from the Board.

Are David W. Gibbs’s PepsiCo (PEP) awards open-market purchases or sales?

They are not open-market transactions. The Form 4 shows code “A” grants, meaning awards or other acquisitions from the company. Both the 1,000-share grant and the 534.325 phantom stock units are compensation-related equity awards for his service as a director.

What is David W. Gibbs’s total equity-based position in PepsiCo (PEP) after these awards?

After these awards, Gibbs has 1,534.325 equity-linked units or shares reported. This total combines 1,000 shares of PepsiCo common stock and 534.325 phantom stock units, all tied economically to PepsiCo’s share price and reported as direct holdings in the filing.

When can the PepsiCo (PEP) phantom stock units be paid to David W. Gibbs?

The phantom stock units are payable in PepsiCo common shares on a one-for-one basis. Payment begins on the first day of the calendar quarter following the first anniversary of Gibbs’s retirement or resignation from PepsiCo’s Board of Directors, according to the filing footnote.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/08/2026 - 04:31 PM Learn about SEC filing dates

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).

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^*

Gibbs David W

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/06/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
PepsiCo, Inc. Common Stock	05/06/2026		A		1,000(1)	A	$0	1,000	D
PepsiCo, Inc. Common Stock	05/06/2026		A		534.325(2)	A	$0	1,534.325	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. Represents a one-time grant of 1,000 shares of PepsiCo, Inc. Common Stock awarded to newly appointed non-employee directors. These shares must be held until the filing person's retirement or resignation from PepsiCo's Board of Directors.

2. This number represents the filing person's pro-rated number of phantom stock units received for service as a director that are payable in shares of PepsiCo, Inc. 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	05/08/2026
	** 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.
* Form 4: SEC 1474 (03-26)