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PepsiCo's first insider 'buy' since 2013: $23.7 million, none of it from the market

Investing sites reported a $23.7 million purchase by PepsiCo director Robert Pohlad. His Form 4 says the shares came from irrevocable trusts he had set up, which his own revocable trust paid in cash.

KeyVex News··5 min readFact-checked against 5 public records
KeyVex News··5 min readFact-checked against 5 public records
PEP$131.49▲ 2.4%Close, Oct. 16. Prices from Tiingo.
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  1. On an insider's Form 4, the SEC's code P covers any "open market or private purchase." PepsiCo insiders had not reported one since 1,000 shares in February 2013, in SEC data back to 2006.
  2. On Oct. 14, director Robert Pohlad took 184,646 PepsiCo shares from irrevocable trusts he set up. His revocable trust paid them cash, at the average of that day's high and low, his Form 4 says.
  3. No shares were bought on the market; the filing codes this private exchange P. Investing sites reported it as a $23.7 million insider purchase.
  4. His October filing gives no reason for the exchange.

The filing: On Oct. 16, PepsiCo director Robert Pohlad reported acquiring 184,646 of its shares two days earlier, his Form 4 shows.Form 4 A Form 4 is the report a company's officers, directors and owners of more than 10% file after most trades in its stock.SEC All four of Pohlad's lines carry code P, for purchase, at $128.28 a share, about $23.7 million. The filing's first footnote says the shares came from irrevocable trusts Pohlad set up, which his own revocable trust paid in cash.Form 4

The coverage: Investing sites reported it as an insider purchase. "Stock Jumps 2.4% Following Insider Buying Activity," MarketBeat's headline said on Oct. 16.MarketBeat MarketBeat's report on the trade, and those by Simply Wall St and Dividend Channel, did not mention the trusts.MarketBeatSimply Wall StDividend Channel KeyVex's own insider data, which sorts filings by their codes, lists the lines as open-market purchases.KeyVex PepsiCo's 2.4% rise on Oct. 16 came in the regular session, which ends at 4 p.m. EDGAR, the SEC's filing system, accepted the filing at 4:02 p.m., so it was not yet public while the stock rose.EDGARChart data

Why it matters: In SEC insider data back to 2006, no PepsiCo insider reported a larger trade coded as a purchase, and none had reported any since 2013.KeyVex This one bought no stock on the market. Shares moved from irrevocable trusts Pohlad had set up to his revocable trust, and cash moved the other way.Form 4

PepsiCo's stock and the story's key datesDaily close, Jan. 2 to Oct. 16, 2026 ▼ 7.6%Show chartHide chart
PepsiCo's stock and the story's key datesDaily close as traded. Numbered dots mark the story's key dates, not what moved the stock. Story shows January to Oct. 16, 2026; switch ranges, compare with the Nasdaq 100, or show the filing markers from KeyVex's PepsiCo page.
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Daily closes as traded · Close Prices from Tiingo.comColored dots are filings · White numbered dots are the news in this story · PEP on KeyVex
  1. 1Feb. 26, 2026 The proxy's count. PepsiCo's proxy lists Pohlad with 1,089,387 shares and units, 900,000 of them in an LLC.
  2. 2Aug. 6, 2026 The LLC gives away its shares. Through a parent LLC, the 900,000 shares go to member beneficiaries for no payment; Pohlad's trust receives 79,731.
  3. 3Oct. 14, 2026 The exchange with his trusts. Pohlad takes 184,646 shares from irrevocable trusts he set up, paying cash at $128.28 a share.
  4. 4Oct. 16, 2026 The Form 4, after the close. EDGAR accepts the filing at 4:02 p.m. The stock had closed at $131.49, up 2.4%.
View the data (199 trading days)
DateCloseDay change
2026-10-16$131.49+2.4%
2026-10-15$128.38−0.7%
2026-10-14$129.27+1.5%
2026-10-13$127.30+0.5%
2026-10-12$126.68+0.6%
2026-10-09$125.97−1.8%
2026-10-08$128.34+3.7%
2026-10-07$123.73−1.6%
2026-10-06$125.710.0%
2026-10-05$125.65−0.2%
2026-10-02$125.89+0.2%
2026-10-01$125.60−0.9%
2026-09-30$126.72−1.5%
2026-09-29$128.69+0.1%
2026-09-28$128.50−0.1%
2026-09-25$128.63+0.4%
2026-09-24$128.15−1.6%
2026-09-23$130.18−0.8%
2026-09-22$131.19+1.2%
2026-09-21$129.59−0.1%
2026-09-18$129.75−2.9%
2026-09-17$133.66−0.5%
2026-09-16$134.34−0.9%
2026-09-15$135.50−0.6%
2026-09-14$136.340.0%
2026-09-11$136.32−0.2%
2026-09-10$136.650.0%
2026-09-09$136.69−1.3%
2026-09-08$138.45+0.6%
2026-09-04$137.63−1.7%
2026-09-03$140.02−0.4%
2026-09-02$140.52+0.5%
2026-09-01$139.79−0.4%
2026-08-31$140.34−0.5%
2026-08-28$141.07+1.0%
2026-08-27$139.72−1.7%
2026-08-26$142.19−0.1%
2026-08-25$142.27−1.7%
2026-08-24$144.67+0.8%
2026-08-21$143.48+1.0%
2026-08-20$142.08−0.4%
2026-08-19$142.58+1.7%
2026-08-18$140.13+1.4%
2026-08-17$138.24−1.8%
2026-08-14$140.79+0.1%
2026-08-13$140.62+1.4%
2026-08-12$138.70+0.2%
2026-08-11$138.41+0.5%
2026-08-10$137.73−0.9%
2026-08-07$139.02+0.4%
2026-08-06$138.44−0.2%
2026-08-05$138.78−0.2%
2026-08-04$139.10−0.4%
2026-08-03$139.63+0.1%
2026-07-31$139.56−0.5%
2026-07-30$140.20−2.3%
2026-07-29$143.50+0.4%
2026-07-28$142.86+2.2%
2026-07-27$139.79+2.3%
2026-07-24$136.64+1.3%
2026-07-23$134.95−0.5%
2026-07-22$135.65+0.5%
2026-07-21$135.00−0.3%
2026-07-20$135.46−1.2%
2026-07-17$137.12−1.7%
2026-07-16$139.43+3.0%
2026-07-15$135.400.0%
2026-07-14$135.45−2.2%
2026-07-13$138.49+0.8%
2026-07-10$137.38−0.3%
2026-07-09$137.86−3.3%
2026-07-08$142.51−1.7%
2026-07-07$144.98+1.2%
2026-07-06$143.29−0.6%
2026-07-02$144.22+2.2%
2026-07-01$141.16+4.3%
2026-06-30$135.40−2.4%
2026-06-29$138.68−1.9%
2026-06-26$141.39+1.3%
2026-06-25$139.52−1.9%
2026-06-24$142.27+0.2%
2026-06-23$142.05+1.0%
2026-06-22$140.71−0.9%
2026-06-18$142.02+0.3%
2026-06-17$141.59−3.1%
2026-06-16$146.12−0.1%
2026-06-15$146.25+1.4%
2026-06-12$144.27+0.4%
2026-06-11$143.73−0.4%
2026-06-10$144.32+1.1%
2026-06-09$142.78+1.5%
2026-06-08$140.68−0.9%
2026-06-05$141.92−0.2%
2026-06-04$142.15−0.3%
2026-06-03$142.54+0.4%
2026-06-02$142.00+0.3%
2026-06-01$141.52−1.9%
2026-05-29$144.19−1.4%
2026-05-28$146.29−1.0%
2026-05-27$147.74+1.4%
2026-05-26$145.68−3.2%
2026-05-22$150.57+1.2%
2026-05-21$148.85−0.3%
2026-05-20$149.29−0.7%
2026-05-19$150.37+0.9%
2026-05-18$149.060.0%
2026-05-15$149.12+0.3%
2026-05-14$148.67−0.4%
2026-05-13$149.27−1.7%
2026-05-12$151.85+1.6%
2026-05-11$149.41−3.4%
2026-05-08$154.62−1.1%
2026-05-07$156.29+0.2%
2026-05-06$155.96+0.6%
2026-05-05$155.04+0.3%
2026-05-04$154.59−1.8%
2026-05-01$157.41−0.7%
2026-04-30$158.49+2.1%
2026-04-29$155.29−0.6%
2026-04-28$156.29+1.4%
2026-04-27$154.10−0.9%
2026-04-24$155.44−0.2%
2026-04-23$155.70+1.2%
2026-04-22$153.79−0.7%
2026-04-21$154.92−1.3%
2026-04-20$156.99−0.4%
2026-04-17$157.67−0.4%
2026-04-16$158.38+2.3%
2026-04-15$154.85−0.6%
2026-04-14$155.72−0.1%
2026-04-13$155.88−0.8%
2026-04-10$157.06−0.3%
2026-04-09$157.49+1.7%
2026-04-08$154.80+1.0%
2026-04-07$153.21−2.2%
2026-04-06$156.73−0.2%
2026-04-02$157.01+1.5%
2026-04-01$154.65−0.4%
2026-03-31$155.29−1.0%
2026-03-30$156.82+2.5%
2026-03-27$153.04+1.5%
2026-03-26$150.83−0.6%
2026-03-25$151.73+0.8%
2026-03-24$150.59−0.2%
2026-03-23$150.88+0.6%
2026-03-20$150.04−1.8%
2026-03-19$152.74−0.5%
2026-03-18$153.54−1.9%
2026-03-17$156.50−0.8%
2026-03-16$157.72−1.4%
2026-03-13$159.88+0.6%
2026-03-12$158.86−0.8%
2026-03-11$160.15−0.4%
2026-03-10$160.78−0.5%
2026-03-09$161.53+1.3%
2026-03-06$159.43−0.8%
2026-03-05$160.70−2.0%
2026-03-04$163.92−0.6%
2026-03-03$164.91−1.4%
2026-03-02$167.28−1.4%
2026-02-27$169.74+1.3%
2026-02-26$167.58−0.9%
2026-02-25$169.17−0.2%
2026-02-24$169.54+0.7%
2026-02-23$168.32+2.0%
2026-02-20$164.94+0.2%
2026-02-19$164.59+0.1%
2026-02-18$164.39+1.5%
2026-02-17$161.92−2.4%
2026-02-13$165.94−0.8%
2026-02-12$167.20−1.2%
2026-02-11$169.15+1.3%
2026-02-10$166.97+0.3%
2026-02-09$166.47−2.4%
2026-02-06$170.49+1.8%
2026-02-05$167.53+0.8%
2026-02-04$166.18+2.0%
2026-02-03$162.85+4.9%
2026-02-02$155.20+1.0%
2026-01-30$153.63+3.3%
2026-01-29$148.69+0.1%
2026-01-28$148.50−0.2%
2026-01-27$148.78+2.0%
2026-01-26$145.87+0.9%
2026-01-23$144.58+0.1%
2026-01-22$144.40−1.6%
2026-01-21$146.74−0.6%
2026-01-20$147.66+0.9%
2026-01-16$146.32−0.2%
2026-01-15$146.57+0.4%
2026-01-14$145.92+1.7%
2026-01-13$143.48+1.5%
2026-01-12$141.36+1.0%
2026-01-09$139.91+0.4%
2026-01-08$139.37+1.7%
2026-01-07$137.01−1.4%
2026-01-06$138.96−0.7%
2026-01-05$139.92−1.6%
2026-01-02$142.23

As of the Oct. 16 close. Source: Tiingo end-of-day closes, as traded, via KeyVex.

What the footnote says

Each line of a Form 4 carries a one-letter code. The SEC's instructions define code P as an "open market or private purchase."SEC Pohlad's first footnote explains his.Form 4

Form 4Footnote 1Robert C. Pohlad (PepsiCo) · accepted Oct. 16, 2026, 4:02 p.m. ET
Represents shares of PepsiCo Common Stock acquired from irrevocable trusts established by the reporting person through the exercise of the reporting person's power to substitute assets of equivalent value for property held by such trusts.
From Pohlad's Form 4 for Oct. 14, 2026. The highlight is KeyVex's.

In plain terms, he used a power to swap in assets of equal value for what the trusts held. A revocable trust of which he is the sole trustee and beneficiary gave the irrevocable trusts cash of the same value, the footnote says.Form 4 The price was the average of PepsiCo's Oct. 14 high and low, $128.28, used on every line.Chart data The filing names no broker, and it does not mark the transaction as made under a Rule 10b5-1 plan, a schedule set in advance.Form 4

How the 74% came about

Simply Wall St's headline said Pohlad picked up "74% More Stock."Simply Wall St That figure fits one line of the filing: his revocable trust, which went from 248,363 shares to 433,009. But 168,632 of those starting shares had been moved into the trust from his direct holding, the second footnote says.Form 4 His revocable trust gained the 184,646 shares from the irrevocable trusts.

One outlet read it differently. TokenPost, on Oct. 17, called it "a $23.69 million trust exchange" and said the shares came from irrevocable trusts he set up.TokenPost

Where the stock reported under his name went this year

PepsiCo's 2026 proxy statement listed Pohlad with 1,089,387 shares and units as of Feb. 26, including 19,728 phantom units from PepsiCo's director deferral program. Of the shares, 900,000 sat in a limited liability company over which he had shared voting and investment power.DEF 14A

On Aug. 6, the shares passed to a parent LLC, which gave them to certain of its member beneficiaries "for no consideration for tax planning purposes," his Form 4 for that day says. His own revocable trust received 79,731 of them. The other 820,269 went to members the filing does not name. He reported 269,516 shares and units after it.Form 4

Robert Pohlad's reported PepsiCo holdings in 2026Shares and units on his filings, in thousands
View the data
Shares and unitsNote
In the 2026 proxy (As of Feb. 26, 2026)1,089K1,089,387 shares and units, including 900,000 in an LLC
After the LLC distribution (Aug. 6, 2026, Form 4)270K269,516, including 79,731 that went to his trust in the LLC's distribution
After the trust exchange (Oct. 14, 2026, Form 4)456K455,990, including the 184,646 shares taken from the irrevocable trusts

Shares and units include phantom units from PepsiCo's director deferral program. Sources: PepsiCo's 2026 proxy statement and Pohlad's Form 4s for Aug. 6 and Oct. 14, 2026.

The October exchange added 184,646 shares. After it, as of Oct. 14, he reports about 456,000 shares and units in all. That is less than half the proxy's count in February, mostly because of the August distribution of the LLC's shares.Form 4DEF 14A

The director and the record

Pohlad, 71 as of March, according to the proxy, has been a PepsiCo director since 2015 and chairs its nominating and corporate governance committee. He ran PepsiAmericas until PepsiCo bought it in 2010, the proxy says.DEF 14A None of his Form 4s since 2015 carries a code P line before this one.KeyVex

From 2006 through Sept. 30, 2026, PepsiCo insiders reported five code P lines, about $151,000 combined. The last was 1,000 shares a director bought in February 2013.KeyVexForm 4

Neither filing says why Pohlad swapped cash for the trusts' shares. The only reason in either is the August one's, for the company's transfer: "tax planning purposes."Form 4Form 4

The paper trail

Filings cited here, Feb. 28, 2013 through Oct. 16, 2026, with the time EDGAR accepted each one (Eastern).

Filed (ET)FormFilerWhat it shows
Feb. 28, 2013, 6:34 p.m.4PepsiCo directorBought 1,000 shares on Feb. 27, 2013, at $75.33 to $75.34: the last code P at PepsiCo before Oct. 14, 2026.
March 27, 4:15 p.m.DEF 14APepsiCoProxy statement: Pohlad listed with 1,089,387 shares and units as of Feb. 26, 900,000 of them in an LLC.
Aug. 7, 4:03 p.m.4Robert C. PohladThrough a parent LLC, 900,000 shares go to member beneficiaries for no consideration, for tax planning; his trust receives 79,731.
Oct. 16, 4:02 p.m.4Robert C. Pohlad184,646 shares coded P at $128.28 on Oct. 14, acquired from irrevocable trusts he set up, for cash.

Related coverage

Sources

13 sources, 5 of them public records

How we got these numbers

  • Prices are end-of-day closes as traded, not adjusted for dividends. Daily moves are close to close: $131.49 on Oct. 16 against $128.38 on Oct. 15 is up 2.42%. The S&P 500 and Nasdaq 100 lines follow SPY and QQQ, also as traded, rebased to PepsiCo's close at the start of the range shown. The chart's Filings switch shows a selection of filing markers from KeyVex's PepsiCo page, not every filing, and not only those tied to this story.
  • The $23.7 million is the filing's own math: 184,646 shares (84,507 + 45,075 + 45,075 + 9,989) times $128.28, or $23,686,388.88. The $128.28 is the average of PepsiCo's Oct. 14 high ($129.36) and low ($127.20), as the footnote describes.
  • Holdings are what Pohlad reported, in shares and units: 1,089,387 in the 2026 proxy (1,069,659 shares plus 19,728 phantom units in PepsiCo's director deferral program); 269,516 after Aug. 6 (189,758.0862 held directly, which his filing says includes phantom units, 79,731 in his revocable trust and 27 held by his spouse); and 455,989.5 after Oct. 14 (433,009 in his revocable trust, 22,953.5012 held directly and 27 in his spouse's revocable trust).
  • The record on purchases counts Form 4 lines with code P filed for PepsiCo in KeyVex's copy of the SEC's insider data, which starts in 2006: the SEC's quarterly data sets through Sept. 30, 2026, and KeyVex's daily Form 4 feed after that. From 2006 through Sept. 30, 2026 there were five such lines, totaling about $150,739; the largest was $75,332.50 on Feb. 27, 2013 (1,000 shares at $75.3325, as that filing reports it; the SEC's bulk data rounds the price to $75.33). KeyVex's insider data classifies Pohlad's four Oct. 14 lines as open-market purchases because they carry code P; the filing's footnote shows they were not bought on the market.
  • EDGAR acceptance times come from each filing's index page, in Eastern time. The regular trading session ends at 4 p.m.

How KeyVex News works. Our stories are researched, drafted and checked with AI tools from public records. Every figure is checked against the filing it cites, and each story passes a final review before publication. Corrections are made in place and noted at the top of the story.

KeyVex News reports on public records. Nothing here is investment advice or a recommendation to buy or sell any security. Close prices from Tiingo.com.

The image shown with this story is AI-generated.

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