Form 4: PepsiCo CEO Laguarta Reports Compensation, Stock Sales

PepsiCo Chairman and CEO Ramon Laguarta reported new equity grants, a cancellation of unearned performance shares, and sales of common stock, including shares withheld for taxes.

Summary

• Ramon Laguarta, Chairman and CEO of PepsiCo, Inc., was granted 67,356 performance-based restricted stock units (PSUs) on March 1, 2026, which vest on March 1, 2029, contingent upon the achievement of pre-established performance targets.
• He also received 44,904 restricted stock units (RSUs) on March 1, 2026, which will vest ratably over a three-year period beginning on the first anniversary of the grant date.
• 6,940 PSUs that were granted in March 2023 were canceled on March 1, 2026, because the applicable performance targets were not met.
• 24,940 shares of PepsiCo Common Stock were withheld on March 1, 2026, to satisfy tax withholding obligations due upon the vesting of PSUs, at a price of $169.05 per share.
• Laguarta sold 27,945 shares of PepsiCo Common Stock on March 2, 2026, at an average price of $167.3863 per share, with prices ranging from $167.3300 to $167.5000.
• Following these transactions, Laguarta beneficially owns 521,645 shares of PepsiCo Common Stock directly.
• All reported transactions were made pursuant to a Rule 10b5-1(c) contract, instruction, or written plan.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as neutral to slightly positive. While the cancellation of some PSUs due to unmet targets is a minor negative, the significant new equity grants align the CEO's incentives with long-term shareholder value, and the stock sales are routine under a 10b5-1 plan.

Positives

• Grant of 67,356 performance-based restricted stock units (PSUs) on March 1, 2026, aligning executive compensation with future company performance and shareholder value creation.
• Grant of 44,904 restricted stock units (RSUs) on March 1, 2026, providing long-term incentive and retention for the CEO.

Negatives

• Cancellation of 6,940 PSUs granted in March 2023 due to the failure to meet applicable performance targets, indicating some past performance goals were not achieved.
• Sale of 27,945 shares of common stock by the CEO, which, while part of a pre-planned Rule 10b5-1 plan, represents a reduction in direct ownership.

Future Outlook

The 67,356 performance-based restricted stock units (PSUs) granted on March 1, 2026, are contingent upon the achievement of pre-established performance targets over a three-year performance period and Compensation Committee approval, with vesting scheduled for March 1, 2029. 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. The 44,904 restricted stock units (RSUs) granted on the same date will vest ratably over a three-year vesting period, beginning on the first anniversary of the grant date, subject to the reporting person's satisfaction of conditions in the applicable award agreement.

Industry Context

StockSavvy.ai notes that executive compensation, particularly through equity grants like PSUs and RSUs, is a standard practice across the consumer staples industry. The use of performance-based units (PSUs) aligns executive incentives with shareholder value creation, a common governance trend. The cancellation of PSUs due to unmet targets underscores the increasing rigor in executive compensation structures, reflecting a broader industry and regulatory push for accountability. The sale of shares under a Rule 10b5-1 plan is a routine practice for executives to manage personal finances while avoiding accusations of insider trading, common among peers like Coca-Cola or Nestlé executives.

Comparison to Industry Standards

• StockSavvy.ai observes that the structure of Ramon Laguarta's equity compensation, involving both performance-based (PSUs) and time-based (RSUs) awards, is consistent with best practices in executive compensation within the consumer goods sector. For instance, executives at comparable companies such as The Coca-Cola Company (KO) and Mondelez International (MDLZ) typically receive a mix of equity awards designed to balance long-term performance incentives with retention.
• The cancellation of PSUs due to unmet performance targets, as seen here, demonstrates a functional performance-based compensation system, similar to how performance hurdles are applied at companies like Unilever (UL) or Procter & Gamble (PG) to ensure pay-for-performance alignment.
• The volume of shares sold by the CEO, while significant in absolute terms, represents a fraction of his total beneficial ownership, which is a common pattern for executives managing liquidity and diversification, comparable to sales by CEOs at other large-cap consumer staples companies.

Stakeholder Impact

• Shareholders: The new equity grants align the CEO's interests with long-term shareholder value creation, contingent on performance. The cancellation of previous PSUs for unmet targets demonstrates accountability. The stock sales are routine and pre-planned, not signaling new material information.
• Employees: No direct impact on the broader employee base is mentioned in this filing.
• Customers: No direct impact on customers is mentioned in this filing.
• Suppliers: No direct impact on suppliers is mentioned in this filing.
• Creditors: No direct impact on creditors is mentioned in this filing.

Next Steps

• Achievement of pre-established performance targets for the 67,356 PSUs over the next three years, leading to potential vesting on March 1, 2029.
• Satisfaction of conditions in the applicable award agreement for the 44,904 RSUs, leading to ratable vesting over a three-year period starting from the first anniversary of the grant date.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation grants and pre-planned stock sales by PepsiCo's CEO. While the grants are positive for aligning management incentives, the cancellation of some performance-based units due to unmet targets indicates past performance hurdles were not cleared. The stock sales are part of a Rule 10b5-1 plan and do not signal a change in the company's fundamental outlook. There is no new material information in this filing that would warrant a change in investment thesis; therefore, a 'hold' recommendation is appropriate, maintaining current positions based on broader company fundamentals and market conditions.

Keywords

PepsiCo, PEP, Ramon Laguarta, SEC Form 4, Insider Trading, Stock Grant, Restricted Stock Units, Performance Stock Units, Executive Compensation, Stock Sale, Rule 10b5-1