PEPSICO INC — Director's Dealing 2023

Mar 3, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2023-03-01

Reporting Person: Willemsen Eugene (CEO, AMESA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-03-01	PepsiCo, Inc. Common Stock	A	8684	$0.00	Acquired	37647	Direct
2023-03-01	PepsiCo, Inc. Common Stock	A	12571	$0.00	Acquired	50218	Direct
2023-03-01	PepsiCo, Inc. Common Stock	F	12589	$170.79	Disposed	37629	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	11862	Indirect

Footnotes

F1: 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, 2026 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 200% of the PSUs granted, depending on the performance level achieved.

F2: This number represents the shares of PepsiCo Common Stock acquired upon vesting of additional PSUs granted in March 2020, as a result of exceeding pre-established performance targets.

F3: This number represents shares of PepsiCo Common Stock withheld to satisfy the tax withholding obligation due upon vesting of PSUs.