Krishnan Ramkumar Form 4 Filed 2026-03-03

FORM 4

☐	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*

Krishnan Ramkumar

2. Issuer Name and Ticker or Trading Symbol
PEPSICO INC [PEP]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
CEO, North America

(Last)

(First)

(Middle)

PEPSICO, INC., 700 ANDERSON HILL ROAD

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

(Street)

PURCHASE, NY 10577

(City)

(State)

(Zip)

4. If Amendment, Date 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
PepsiCo, Inc. Common Stock	03/01/2026		A		26,588⁽¹⁾	A	$ 0	82,748⁽²⁾	D
PepsiCo, Inc. Common Stock	03/01/2026		A		17,725⁽³⁾	A	$ 0	100,473	D
PepsiCo, Inc. Common Stock	03/01/2026		D		1,343⁽⁴⁾	D	$ 0	99,130	D
PepsiCo, Inc. Common Stock	03/01/2026		F		4,136⁽⁵⁾	D	$169.05	94,994	D
PepsiCo, Inc. Common Stock								5,688⁽²⁾	I	By GRAT
PepsiCo, Inc. Common Stock								1,320	I	By Family Trust

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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Phantom Stock Holding

⁽⁶⁾

03/01/2026

105.3639⁽⁷⁾

⁽⁸⁾

PepsiCo, Inc. Common Stock

105.3639

⁽⁷⁾

2,719.5971

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.	Amount of securities beneficially owned following reported transaction reflects the return of 4,312 shares previously owned indirectly by the reporting person in a grantor retained annuity trust ("GRAT").
3.	This number represents the restricted stock units ("RSUs") granted as a portion of the reporting person's compensation from PepsiCo. These RSUs vest ratably over a three-year vesting period beginning on the first anniversary of the grant date contingent upon the reporting person's satisfaction of conditions in the applicable award agreement. RSUs are calculated on a one-for-one share basis.
4.	This number represents the PSUs granted in March 2023 that were canceled at the end of the performance period because the applicable performance targets were not met.
5.	This number represents shares of PepsiCo Common Stock withheld to satisfy the tax withholding obligation due upon vesting of PSUs.
6.	These phantom units are held under the PepsiCo Executive Income Deferral Program ("EID") and convert to shares of PepsiCo Common Stock on a one-for-one basis.
7.	This amount relates to dividends credited to the reporting person's phantom stock account between March 2, 2025 and March 1, 2026 pursuant to the EID, at prices ranging from $132.04 to $149.94.
8.	This security is payable pursuant to the reporting person's election and the terms of the EID.

	Signatures
	/s/ Cynthia A. Nastanski, Attorney-in-Fact	03/03/2026
	** Signature of Reporting Person	Date
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