PEP Pepsico Inc - 8-K

Item 8.01.

Other Events.

Effective
May 22, 2026, PepsiCo, Inc. (“ PepsiCo ”) terminated the $5,000,000,000 364 day unsecured revolving credit
agreement, dated as of May 23, 2025, among PepsiCo, as borrower, the lenders party thereto, and Citibank, N.A., as administrative
agent (the “ 2025 364 Day Credit Agreement ”). There were no outstanding borrowings under the 2025 364 Day Credit Agreement
at the time of its termination.

On
May 22, 2026, PepsiCo entered into a new $5,000,000,000 364 day unsecured revolving credit agreement (the “ 2026 364 Day
Credit Agreement ”) among PepsiCo, as borrower, the lenders party thereto, and Citibank, N.A., as administrative agent. The 2026
364 Day Credit Agreement enables PepsiCo and its borrowing subsidiaries to borrow up to $5,000,000,000 in U.S. Dollars and/or Euros, subject
to customary terms and conditions, and expires on May 21, 2027. PepsiCo may also, upon the agreement of either the then existing
lenders or of additional banks not currently party to the 2026 364 Day Credit Agreement, increase the commitments under the 2026 364 Day
Credit Agreement to up to an aggregate amount of $5,750,000,000 in U.S. Dollars and/or Euros. PepsiCo may request renewal of the 2026
364 Day Credit Agreement for an additional 364 day period or convert any amounts outstanding into a term loan for a period of up to one
year, which term loan would mature no later than the anniversary of the then effective termination date. Subject to certain conditions
stated in the 2026 364 Day Credit Agreement, PepsiCo and its borrowing subsidiaries may borrow, prepay and reborrow amounts under the
2026 364 Day Credit Agreement at any time during the term of the 2026 364 Day Credit Agreement. Funds borrowed under the 2026 364 Day
Credit Agreement may be used for general corporate purposes of PepsiCo and its subsidiaries. The 2026 364 Day Credit Agreement contains
customary representations and warranties and events of default. In the ordinary course of their respective businesses, the lenders under
the 2026 364 Day Credit Agreement and their affiliates have engaged, and may in the future engage, in commercial banking and/or investment
banking transactions with PepsiCo and its affiliates.

Effective
May 22, 2026, PepsiCo terminated the $5,000,000,000 five year unsecured revolving credit agreement, dated as of May 23, 2025,
among PepsiCo, as borrower, the lenders party thereto, and Citibank, N.A., as administrative agent (the “ 2025 Five Year Credit
Agreement ”). There were no outstanding borrowings under the 2025 Five Year Credit Agreement at the time of its termination.

On
May 22, 2026, PepsiCo entered into a new $5,000,000,000 five year unsecured revolving credit agreement (the “ 2026 Five Year
Credit Agreement ”) among PepsiCo, as borrower, the lenders party thereto, and Citibank, N.A., as administrative agent. The 2026
Five Year Credit Agreement enables PepsiCo and its borrowing subsidiaries to borrow up to $5,000,000,000 in U.S. Dollars and/or Euros,
including a $1,200,000,000 swing line subfacility for Euro-denominated borrowings permitted to be borrowed on a same day basis, subject
to customary terms and conditions, and expires on May 22, 2031. PepsiCo may also, upon the agreement of either the then existing
lenders or of additional banks not currently party to the 2026 Five Year Credit Agreement, increase the commitments under the 2026 Five
Year Credit Agreement to up to an aggregate amount of $5,750,000,000 in U.S. Dollars and/or Euros. PepsiCo may, up to two times during
the term of the 2026 Five Year Credit Agreement, request extension of the 2026 Five Year Credit Agreement for an additional one year period.
Subject to certain conditions stated in the 2026 Five Year Credit Agreement, PepsiCo and its borrowing subsidiaries may borrow, prepay
and reborrow amounts under the 2026 Five Year Credit Agreement at any time during the term of the 2026 Five Year Credit Agreement. Funds
borrowed under the 2026 Five Year Credit Agreement may be used for general corporate purposes of PepsiCo and its subsidiaries. The 2026
Five Year Credit Agreement contains customary representations and warranties and events of default. In the ordinary course of their respective
businesses, the lenders under the 2026 Five Year Credit Agreement and their affiliates have engaged, and may in the future engage, in
commercial banking and/or investment banking transactions with PepsiCo and its affiliates.

The
foregoing descriptions of the 2026 364 Day Credit Agreement and 2026 Five Year Credit Agreement do not purport to be complete and are
qualified in their entirety by reference to the full text of the 2026 364 Day Credit Agreement and the 2026 Five Year Credit Agreement,
as applicable, which are filed as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and incorporated by reference herein.

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Item 9.01.

Financial Statements and Exhibits.

(d)  Exhibits

99.1

364 Day Credit Agreement, dated as of May 22, 2026, among PepsiCo, as borrower, the lenders named therein, and Citibank, N.A., as administrative agent.

99.2

Five Year Credit Agreement, dated as of May 22, 2026, among PepsiCo, as borrower, the lenders named therein, and Citibank, N.A., as administrative agent.

104

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

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