PEPSICO INC — Director's Dealing 2024

Mar 5, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2024-03-01

Reporting Person: Williams Steven C (CEO, PFNA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-03-01	PepsiCo, Inc. Common Stock	A	18082	—	Acquired	108701	Direct
2024-03-01	PepsiCo, Inc. Common Stock	A	15086	—	Acquired	123787	Direct
2024-03-01	PepsiCo, Inc. Common Stock	F	12049	$164.125	Disposed	111738	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	400.8424	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, 2027 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 2021, 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.

F4: Reflects the number of shares held under the reporting person's account in the PepsiCo Savings Plan as of March 1, 2024. Since the reporting person's holdings in the PepsiCo Savings Plan were last reported on a Form 4, the reporting person has acquired 11.3172 shares under the plan.