PepsiCo (PEP) Director Robert C. Pohlad Transfers 900,000 Shares

What Happened
Robert C. Pohlad, a director of PepsiCo, reported internal transfers and awards. On Aug 6, 2026 he caused a transfer (Disposition, code J) of 900,000 shares of PepsiCo common stock held by an LLC to certain member beneficiaries for no consideration (a tax-planning distribution). In that same distribution he received 79,731 shares (Acquisition, code J). Separately, on Aug 5, 2026 he was credited with 398.323 phantom stock units (Award/Grant, code A) under the PepsiCo Director Deferral Program that are payable one-for-one in shares. The 900,000-share transfer generated no cash proceeds (reported price $0.00).

Key Details

• Transaction dates: Aug 5, 2026 (award of phantom units); Aug 6, 2026 (LLC distribution/transfer and receipt of shares).
• Prices/values reported: Disposition price $0.00 (no consideration); award listed as N/A. No market-sale proceeds.
• Shares involved: 900,000 shares transferred out of indirect LLC ownership; 79,731 shares received in the Distribution; 398.323 phantom stock units awarded (to be settled 1-for-1 in shares). Net change for the reporting person in this filing: +79,731 shares and +398.323 phantom units, with indirect beneficial ownership of 900,000 shares removed.
• Footnotes: F1 — phantom units reflect reinvested dividend equivalents under the Director Deferral Program; F2/F3 — the 900,000-share movement reflects transfers between affiliated LLCs and then a distribution to members for tax planning; F4 — some holdings are held by a revocable trust of which he is sole trustee/beneficiary.
• Filing timeliness: Form 4 was filed Aug 7, 2026 covering transactions through Aug 6, 2026 (no late filing indicated).

Context
This was not an open-market sale. The 900,000-share item is an internal transfer/distribution from an LLC to beneficiaries for tax planning (no cash received), so it does not necessarily reflect a market-sale decision. The award of ~398 phantom units arises from dividend reinvestment under the director deferral program and will be payable in shares. For retail investors, direct purchases or market sales by insiders tend to be the clearest sentiment signals; transfers among related entities or distributions for tax reasons are administrative and should be interpreted accordingly.