Gibbs David W 4

What Happened

• David W. Gibbs, a non-employee director of PepsiCo, received equity awards on 2026-05-06 consisting of 1,000 shares of PepsiCo common stock and 534.325 phantom stock units. Both were reported as awards (transaction code A) with an acquisition price of $0.00 (total reported value $0).

Key Details

• Transaction date: 2026-05-06; Form 4 filed 2026-05-08 (filed within the standard two-business-day window).
• Awards: 1,000 restricted shares (F1) and 534.325 phantom stock units (F2).
• Price: $0.00 per share/unit; reported aggregate value $0.
• Holding/vesting restrictions:
  • F1: The 1,000 shares are a one-time grant to newly appointed non-employee directors and must be held until the director’s retirement or resignation from PepsiCo’s Board.
  • F2: The 534.325 phantom units are pro-rated director service units payable one-for-one in PepsiCo common stock beginning on the first day of the calendar quarter after the director’s first anniversary of retirement or resignation.
• Shares owned after the transaction: not disclosed in the filing.
• Transaction type: Award/Grant (A) — not an open-market buy or sale.

Context

• These awards are compensation for board service (routine director grants) and do not represent open-market purchases or sales; they should be viewed as standard equity-based compensation rather than a direct market signal.
• Phantom stock units are a deferred payout mechanism that converts to actual shares under the conditions described above.