PEP Pepsico Inc - 8-K

Item 8.01.

Other Events.

PepsiCo Senior Notes Offering.

On February 4, 2026, PepsiCo, Inc. (“PepsiCo”)
announced an offering of €500,000,000 aggregate principal amount of its Floating Rate Notes due 2028 (the “2028 Floating Rate
Notes”), €650,000,000 aggregate principal amount of its 3.300% Senior Notes due 2034 (the “2034 Notes”), €850,000,000
aggregate principal amount of its 3.700% Senior Notes due 2038 (the “2038 Notes”) and €500,000,000 aggregate principal
amount of its 4.150% Senior Notes due 2047 (the “2047 Notes,” and together with the 2028 Floating Rate Notes, 2034 Notes and
2038 Notes, the “Notes”). BNP PARIBAS, Goldman Sachs & Co. LLC, Mizuho International plc and Morgan Stanley & Co.
International plc were joint book-running managers for the offering of the Notes.

PepsiCo received net proceeds of approximately €2,482 million,
after deducting underwriting discounts and estimated offering expenses payable by PepsiCo. The net proceeds will be used for general corporate
purposes, including the repayment of commercial paper.

The Notes were offered and sold pursuant to a
Terms Agreement (the “Terms Agreement”) dated February 4, 2026 (incorporating the PepsiCo, Inc. Underwriting Agreement Standard
Provisions dated as of November 18, 2019 (the “Standard Provisions”)) among PepsiCo and the several underwriters, under PepsiCo’s
automatic shelf registration statement on Form S-3 (File No. 333-277003), filed with the Securities and Exchange Commission (the “SEC”)
on February 12, 2024 (the “Registration Statement”). PepsiCo has filed with the SEC a prospectus supplement, dated February
4, 2026, together with the accompanying prospectus, dated February 12, 2024, relating to the offer and sale of the Notes. The Notes were
issued on February 11, 2026 pursuant to an Indenture (the “Indenture”) dated as of February 12, 2024 between PepsiCo and U.S.
Bank Trust Company, National Association, as Trustee. The following table summarizes information about the Notes and the offering thereof.

Floating Rate

Notes due 2028

3.300%

Senior Notes

due 2034

3.700%

Senior Notes

due 2038

4.150%

Senior Notes

due 2047

Aggregate Principal Amount Offered:

€500,000,000

€650,000,000

€850,000,000

€500,000,000

Maturity Date:

February 11, 2028

February 11, 2034

February 11, 2038

February 11, 2047

Interest Payment Dates:

Quarterly in arrears on each February 11, May 11, August 11 and November 11, commencing May 11, 2026

Annually in arrears on February 11, commencing February 11, 2027.

Annually in arrears on February 11, commencing February 11, 2027.

Annually in arrears on February 11, commencing February 11, 2027.

Coupon:

Applicable EURIBOR Rate plus 0.230%. The interest rate on the Floating Rate Notes due 2028 will in no event be lower than zero.

3.300%

3.700%

4.150%

Applicable EURIBOR Rate:

Three-month EURIBOR determined in accordance with the procedures described under “Description of Notes—Floating Rate Notes” in the prospectus supplement.

—

Optional Redemption:

—

Prior to November 11, 2033, make-whole call at comparable government bond rate plus 10 basis points; par call at any time on or after November 11, 2033.

Prior to November 11, 2037, make-whole call at comparable government bond rate plus 15 basis points; par call at any time on or after November 11, 2037.

Prior to August 11, 2046, make-whole call at comparable government bond rate plus 15 basis points; par call at any time on or after August 11, 2046.

Price to Public:

100.000%

99.972%

99.885%

99.339%

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The Notes are unsecured obligations of PepsiCo
and rank equally with all of PepsiCo’s other unsecured senior indebtedness. The Indenture also contains customary event of default
provisions.

The above description of the Terms Agreement, the Indenture and the
Notes is qualified in its entirety by reference to the Terms Agreement, the Indenture and the forms of Notes. Each of the Terms Agreement,
the Standard Provisions and the forms of the 2028 Floating Rate Note, 2034 Note, 2038 Note and 2047 Note is incorporated by reference
into the Registration Statement and is filed with this Current Report on Form 8-K as Exhibit 1.1, Exhibit 1.2, Exhibit 4.1, Exhibit 4.2,
Exhibit 4.3 and Exhibit 4.4, respectively. The Board of Directors resolutions authorizing PepsiCo’s officers to establish the terms
of the Notes have been filed as Exhibit 4.9 to the Registration Statement. The Indenture has been filed as Exhibit 4.3 to the Registration
Statement. Opinions regarding the legality of the Notes are incorporated by reference into the Registration Statement and are filed with
this Current Report on Form 8-K as Exhibits 5.1 and 5.2; and consents relating to such incorporation of such opinions are incorporated
by reference into the Registration Statement and are filed with this Current Report on Form 8-K as Exhibits 23.1 and 23.2 by reference
to their inclusion within Exhibits 5.1 and 5.2, respectively.

Item 9.01.

Financial Statements and Exhibits.

(d)  Exhibits

1.1

Terms Agreement dated February 4, 2026 (incorporating the PepsiCo, Inc. Underwriting Agreement Standard Provisions dated as of November
18, 2019) among PepsiCo and the several underwriters named therein.

1.2

PepsiCo, Inc. Underwriting Agreement Standard Provisions dated as of November 18, 2019 (incorporated by reference to Exhibit 1.2 to
PepsiCo’s Registration Statement on Form S-3 (File No. 333-277003) filed with the SEC on February 12, 2024).

4.1

Form of Floating Rate Note due 2028.

4.2

Form of 3.300% Senior Note due 2034.

4.3

Form of 3.700% Senior Note due 2038.

4.4

Form of 4.150% Senior Note due 2047.

5.1

Opinion of Davis Polk & Wardwell LLP.

5.2

Opinion of Womble Bond Dickinson (US) LLP.

23.1

Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1).

23.2

Consent of Womble Bond Dickinson (US) LLP (included in Exhibit 5.2).

104

The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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