PEPSICO INC Form 8-K Current Report Filed 2026-02-11

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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.

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.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

We understand that PepsiCo, Inc., a North Carolina corporation (the “Company”), proposes to issue and sell €500,000,000 of its Floating Rate Notes due 2028 (the “2028 Floating Rate Notes”), €650,000,000 of its 3.300% Senior Notes due 2034 (the “2034 Notes”), €850,000,000 of its 3.700% Senior Notes due 2038 (the “2038 Notes”) and €500,000,000 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 “Underwritten Securities”), subject to the terms and conditions stated herein and in the PepsiCo, Inc. Underwriting Agreement Standard Provisions dated as of November 18, 2019 incorporated by reference to Exhibit 1.2 to the Company’s Registration Statement on Form S-3 (File No. 333-277003) filed with the Securities and Exchange Commission on February 12, 2024 (the “Standard Provisions”). Each of the applicable provisions in the Standard Provisions (including defined terms) is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein. We, the underwriters named below (the “Underwriters”), offer to purchase, severally and not jointly, the amount of Underwritten Securities opposite our names set forth below at a purchase price equal to 99.750% of the principal amount thereof for the 2028 Floating Rate Notes, 99.547% of the principal amount thereof for the 2034 Notes, 99.385% of the principal amount thereof for the 2038 Notes and 98.714% of the principal amount thereof for the 2047 Notes.

The Underwriters agree to reimburse the Company for €1,650,000 of its expenses incurred in connection with the offering of the Underwritten Securities; such reimbursement to occur simultaneously with the purchase and sale of the Underwritten Securities at the Closing Time.

Section 9(a)(vii) of the Standard Provisions shall apply to the Underwritten Securities.

Section 9(c) of the Standard Provisions shall apply to this Agreement, as amended and restated as follows:

(c) If the applicable Terms Agreement specifically provides that this Section 9(c) shall apply to such Terms Agreement, then the Company hereby authorizes the Stabilizing Manager named in such Terms Agreement in its role as stabilizing manager (the “Stabilizing Manager”) to make adequate public disclosure regarding stabilization of the information required in relation to such stabilization. The Stabilizing Manager (or persons acting on behalf of the Stabilizing Manager), may over-allot Underwritten Securities or effect transactions with a view to supporting the prices of the Underwritten Securities at levels higher than those which might otherwise prevail. However, there is no assurance that the Stabilizing Manager (or persons acting on behalf of the Stabilizing Manager) will undertake stabilization action. Any stabilization action may begin on or after the date on which adequate public disclosure of the terms of the Underwritten Securities is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 calendar days after the date on which the Company received the proceeds of the issue and 60 calendar days after the date of the allotment of the Underwritten Securities. Such stabilization shall be conducted in accordance with all applicable laws and rules. Any loss or profit sustained as a consequence of any such over-allotment or stabilization shall be for the account of the Stabilizing Manager. Nothing contained in this paragraph (c) shall be construed so as to require the Company to issue in excess of the aggregate principal amount of Underwritten Securities specifically set forth in the applicable Terms Agreement.

Section 9(d) of the Standard Provisions shall apply to this Agreement. The Stabilizing Manager is Goldman Sachs & Co. LLC.

(g) Solely for the purposes of the requirements of 3.2.7R of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the UK MiFIR Product Governance Rules:

(i) each of BNP PARIBAS, Goldman Sachs & Co. LLC, Mizuho International plc and Morgan Stanley & Co. International plc (each a “UK Manufacturer” and together the “UK Manufacturers”) acknowledges to each other UK Manufacturer that it understands the responsibilities conferred upon it under the UK MiFIR Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Underwritten Securities and the related information set out in the Prospectus and announcements in connection with the Underwritten Securities; and

(ii) the other Underwriters note the application of the UK MiFIR Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Underwritten Securities by the UK Manufacturers and the related information set out in the Prospectus and announcements in connection with the Underwritten Securities.

(h) Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements or understanding between the relevant Underwriter and the Company, the Company acknowledges and accepts that a UK Bail-In Liability arising under this Agreement may be subject to the exercise of UK Bail-In Powers by the relevant UK resolution authority, and acknowledges, accepts, and agrees to be bound by:

(i) the effect of the exercise of UK Bail-In Powers by the relevant UK resolution authority in relation to any UK Bail-In Liability of any relevant Underwriter to the Company under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof:

(A) the reduction of all, or a portion, of the UK Bail-In Liability or outstanding amounts due thereon;

(B) the conversion of all, or a portion, of the UK Bail-In Liability into shares, other securities or other obligations of any relevant Underwriter or another person (and the issue to or conferral on the Company of such shares, securities or obligations);

(D) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and

(ii) the variation of the terms of this Agreement, as deemed necessary by the relevant UK resolution authority, to give effect to the exercise of UK Bail-in Powers by the relevant UK resolution authority.

“UK Bail-In Legislation” means Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).

“UK Bail-In Liability” means a liability in respect of which the UK Bail-In Powers may be exercised.

“UK Bail-in Powers” means the powers under the UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or affiliate of a bank or investment firm, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability.

For purposes of Section 21 of the Standard Provisions, the identified provisions are: (i) the fifth paragraph of text under the caption “Underwriting” in such preliminary prospectus, Time of Sale Prospectus and the Prospectus; (ii) the fourth sentence of the seventh paragraph of text under the caption “Underwriting” in such preliminary prospectus, Time of Sale Prospectus and the Prospectus; (iii) the eighth paragraph of text under the caption “Underwriting” in such preliminary prospectus, Time of Sale Prospectus and the Prospectus; (iv) the eleventh and twelfth paragraphs of text under the caption “Underwriting” in such preliminary prospectus, Time of Sale Prospectus and the Prospectus; and (v) the first and second full paragraphs of text on page S-2 in such preliminary prospectus, Time of Sale Prospectus and the Prospectus.

The signature of any signatory to this Agreement may be manual or facsimile (including, for the avoidance of doubt, electronic).

The Underwritten Securities and the offering thereof shall have the following additional terms:

Applicable EURIBOR Rate:	Three-month EURIBOR determined in accordance with the procedures described under “Description of Notes—Floating Rate Notes” in the prospectus supplement.	—
Price to Public:	100.000%	99.972%	99.885%	99.339%
Redemption for Tax Reasons:	The issuer may redeem all, but not less than all, of the Underwritten Securities in the event of certain changes in the tax laws of the United States (or any taxing authority in the United States). This redemption would be at a redemption price equal to 100% of the principal amount, together with accrued and unpaid interest on the Underwritten Securities to, but not including, the date fixed for redemption.
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.
Net Proceeds to PepsiCo (Before Expenses):	€498,750,000	€647,055,500	€844,772,500	€493,570,000
Use of Proceeds:	The issuer intends to use the net proceeds from this offering for general corporate purposes, including the repayment of commercial paper.
Day Count Fraction:	ACTUAL / 360	ACTUAL / ACTUAL (ICMA)
CUSIP / ISIN / Common Code:	713448 GM4 / XS3291116369 / 329111636	713448 GP7 / XS3291117417 / 329111741	713448 GQ5 / XS3291117680 / 329111768	713448 GR3 / XS3291118068 / 329111806

IN WITNESS WHEREOF, the parties hereto have executed this Terms Agreement as of the date first above written.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK, S.A./N.V., AS OPERATOR OF THE EUROCLEAR SYSTEM (“EUROCLEAR”) AND CLEARSTREAM BANKING, SOCIÉTÉ ANONYME (“CLEARSTREAM,” AND TOGETHER WITH EUROCLEAR, “EUROCLEAR / CLEARSTREAM”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF USB NOMINEES (UK) LIMITED OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR / CLEARSTREAM (AND ANY PAYMENT IS MADE TO USB NOMINEES (UK) LIMITED OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR / CLEARSTREAM), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, USB NOMINEES (UK) LIMITED, HAS AN INTEREST HEREIN.

PEPSICO, INC., a corporation in existence under the laws of the State of North Carolina (herein called the “Company,” which term includes any successor corporation under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to USB Nominees (UK) Limited, as nominee of U.S. Bank Europe DAC, a common depositary for Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme, the principal sum of €                     on February 11, 2028, and to pay interest on said principal sum from February 11, 2026, or from the most recent Floating Rate Interest Payment Date (as defined below) to which interest has been paid or duly provided for, quarterly in arrears on February 11, May 11, August 11 and November 11 in each year, commencing May 11, 2026 (each, a “Floating Rate Interest Payment Date”), at a floating rate determined in accordance with the provisions set forth on the reverse hereof until payment of the principal sum has been made or duly provided for; provided, however, that in no event will the interest rate be less than zero. The interest so payable and punctually paid or duly provided for on any Floating Rate Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the Record Date for such Floating Rate Interest Payment Date, which shall be the January 28, April 27, July 28 and October 28, as the case may be (whether or not a Business Day (as defined on the reverse hereof)), next preceding such Floating Rate Interest Payment Date (except that interest payable on the maturity date shall be paid to the Person to whom the principal hereof is payable). Interest on this Note will be computed on the basis of a 360-day year and the actual number of days in the applicable interest period (as defined below). Any such interest that is payable but is not so punctually paid or duly provided for shall forthwith cease to be payable to the registered Holder on such Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes not earlier than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of the Nasdaq Bond Exchange (“Nasdaq”) on which the Notes are expected to be listed and upon such notice as may be required by Nasdaq, if such manner of payment shall be deemed practical by the Trustee, all as more fully provided in the Indenture.

If any Floating Rate Interest Payment Date falls on a day that is not a Business Day, the Company will make the interest payment on the next succeeding Business Day, unless that Business Day is in the next succeeding calendar month, in which case (other than in the case of the maturity date) the Company will make the interest payment on the immediately preceding Business Day. If an interest payment is made on the next succeeding Business Day, no interest will accrue as a result of the delay in payment. If the date of any payment of principal (including the maturity date) for this Note falls on a day that is not a Business Day, the payment due on such date will be postponed to the next succeeding Business Day, and no further interest will accrue in respect of such postponement.

The term “interest period,” with respect to this Note, means the period from and including any Floating Rate Interest Reset Date (as defined on the reverse hereof) (or, with respect to the initial interest period only, commencing on February 11, 2026) to, but excluding, the next succeeding Floating Rate Interest Reset Date, and in the case of the last such period, from and including the Floating Rate Interest Reset Date immediately preceding the maturity date to, but excluding, the maturity date.

Payment of the principal of and interest on this Note will be made at the Place of Payment; provided, however, that payments of interest may be made at the option of the Company by funds transmitted to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register.

Principal and interest payments, including payments made upon any redemption, in respect of this Note will be payable in euro. If the euro is unavailable to the Company due to the imposition of exchange controls or other circumstances beyond the Company’s control or if the euro is no longer being used by the then member states of the European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect of this Note will be made in U.S. dollars until the euro is again available to the Company and so used. In such circumstances, the amount payable on any date in euro will be converted into U.S. dollars on the basis of the then most recently available market exchange rate for euro, as determined by the Company in its sole discretion. Any payment in respect of this Note so made in U.S. dollars will not constitute an Event of Default under this Note or the Indenture. Neither the Trustee nor the Paying Agent shall be responsible for any calculation or conversion in connection with the foregoing.

Initially, U.S. Bank Europe DAC, UK Branch will act as Paying Agent. The Company reserves the right at any time to vary or terminate the appointment of any Paying Agent, to appoint additional or other Paying Agents and to approve any change in the office through which any Paying Agent acts.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth at this place. Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed by manual or facsimile signature.

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

This Note is one of a duly authorized issue of debentures, notes or other evidences of indebtedness of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of February 12, 2024 (herein called the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights thereunder of the Company, the Trustee and the Holders of the Securities, the terms upon which the Securities are, and are to be, authenticated and delivered, and the definition of capitalized terms used herein and not otherwise defined herein. The Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may be denominated in different currencies, may mature at different times, may bear interest (if any) at different rates (which rates may be fixed or variable), may be subject to different redemption provisions (if any), may be subject to different sinking, purchase or analogous funds (if any), may be subject to different covenants and Events of Default, and may otherwise vary as provided in the Indenture. This Note is one of a series of Securities of the Company designated as set forth on the face hereof (herein called the “Notes”), initially limited in aggregate principal amount to €500,000,000.

Interest on the Securities will be payable quarterly in arrears on each Floating Rate Interest Payment Date at a floating rate per annum equal to the Applicable EURIBOR Rate plus 0.230%, commencing on February 11, 2026. The interest rate on the Securities will be reset quarterly on February 11, May 11, August 11 and November 11 of each year, beginning on May 11, 2026 (each, a “Floating Rate Interest Reset Date”); provided that, if any Floating Rate Interest Reset Date would fall on a day that is not a Business Day, such Floating Rate Interest Reset Date will be the next succeeding Business Day unless that Business Day is in the next succeeding calendar month, in which case such Floating Rate Interest Reset Date will be the immediately preceding Business Day. The Applicable EURIBOR Rate for the Securities during the initial interest period will be the three-month EURIBOR in effect on February 9, 2026. The Applicable EURIBOR Rate for each subsequent interest period will be determined on each Floating Rate Interest Payment Determination Date preceding the applicable Floating Rate Interest Reset Date.

“Applicable EURIBOR Rate” will be equal to the interest rate for deposits in euro designated as “EURIBOR” and sponsored jointly by the European Banking Federation and ACI—the Financial Market Association (or any company established by the joint sponsors for purposes of compiling and publishing that rate) determined on the applicable Floating Rate Interest Payment Determination Date (as defined below) in accordance with the following provisions:

Notwithstanding the foregoing, if the Company, in its sole discretion, determines that EURIBOR has been permanently discontinued or that the reference to EURIBOR becomes illegal or most other debt obligations similar to this Note have converted away from EURIBOR to a new reference rate, the Calculation Agent shall use, as directed in writing by the Company, as a substitute for EURIBOR for each future interest determination date, the alternative reference rate (the “Alternative Rate”) selected by a central bank, reserve bank, monetary authority or any similar institution (including any committee or working group thereof) that is consistent with accepted market practice regarding a substitute for EURIBOR. As part of such substitution, the Calculation Agent shall, as directed in writing by the Company, make such adjustments to the Alternative Rate and/or the spread thereon, as well as the business day convention, interest determination dates and related provisions and definitions, in each case that are consistent with accepted market practice for the use of such Alternative Rate for debt obligations such as this Note. If the Company determines there is no clear market consensus as to whether any rate has replaced EURIBOR in customary market usage, the Company may appoint an independent financial advisor to determine an appropriate Alternative Rate and any adjustments thereto. The decision of such independent financial advisor shall be binding on the Company, the Calculation Agent, the Trustee and the Holders. If, however, the Company determines that EURIBOR has been discontinued, but for any reason an Alternative Rate has not been determined, the rate of EURIBOR for the next interest period shall be equal to such rate on the Floating Rate Interest Payment Determination Date when EURIBOR was last available on Reuters Page EURIBOR01. The Company will notify the Calculation Agent (by way of an Officers’ Certificate on which the Calculation Agent may conclusively rely, without liability or further inquiry) of the adoption of any Alternative Rate. Following the adoption of an Alternative Rate pursuant to this paragraph, all references to “EURIBOR” or the “Applicable EURIBOR Rate” will be deemed to refer to such Alternative Rate.

“Floating Rate Interest Payment Determination Date” means the date two T2 Business Days (as defined below) before each Floating Rate Interest Reset Date (or in the final interest period, before the maturity date).

“T2 Business Day” means any day on which the Eurosystem’s real-time gross settlement system (T2), or any successor thereto, operates.

The interest rate and amount of interest to be paid on this Note for each interest period will be determined by the calculation agent (the “Calculation Agent”) in accordance with the applicable calculation agency agreement. All determinations made by the Calculation Agent shall, in the absence of manifest error, be conclusive for all purposes and binding on the Company and the Holders of the Notes. So long as the Applicable EURIBOR Rate is required to be determined with respect to the Notes, there will at all times be a calculation agent. U.S. Bank Europe DAC, UK Branch will act as calculation agent initially. In the event that any then-acting calculation agent shall be unable or unwilling to act, or that such calculation agent shall fail duly to establish the Applicable EURIBOR Rate for any interest period, or the Company proposes to remove such calculation agent, the Company shall appoint another calculation agent.

None of the Paying Agent, the Calculation Agent, the transfer agent for this Note (the “Transfer Agent”), the Trustee and the Security Registrar shall be under any obligation (i) to monitor, determine or verify the unavailability or cessation of EURIBOR, or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, the permanent discontinuance or illegality of EURIBOR, or conversion from EURIBOR to a new reference rate in most other debt obligations similar to the Notes, (ii) to select, determine or designate any Alternative Rate, or other successor or replacement benchmark index, or whether any conditions to the designation of such a rate or index have been satisfied, (iii) to select, determine or designate any adjustment, or other modifier to any replacement or successor index, or (iv) to determine whether or what other conforming changes are necessary or advisable, if any, in connection with any of the foregoing. Each of the Paying Agent, the Calculation Agent, the Transfer Agent, the Trustee and the Security Registrar shall be entitled to conclusively rely on any determinations made by the Company or its designee without independent investigation, and none will have any liability for actions taken at the direction of the Company in connection therewith.

None of the Paying Agent, the Calculation Agent, the Transfer Agent, the Trustee and the Security Registrar shall be responsible or liable for any inability, failure or delay on its part to perform any of its duties set forth herein as a result of the unavailability of EURIBOR or other replacement benchmark, including as a result of any failure, inability, delay, error or inaccuracy on the part of any other transaction party in providing any direction, instruction, notice or information required or contemplated herein and reasonably required for the performance of such duties. In connection with any determinations made hereunder, none of the Paying Agent, the Calculation Agent, the Transfer Agent, the Trustee and the Security Registrar shall be responsible or liable for actions or omissions of the Company or its designee, or for any failure or delay in the performance by the Company or its designee, nor shall any of the Paying Agent, the Calculation Agent, the Transfer Agent, the Trustee or the Security Registrar be under any obligation to oversee or monitor the performance of the Company or its designee. If the Calculation Agent at any time or times determines in its reasonable judgment that guidance is needed to perform its duties, including, without limitation, with respect to the manner or method of determining any component of the Alternative Rate, or it is required to decide between alternative courses of action, the Calculation Agent may (but is not obligated to) request guidance in the form of written instructions from the Company or its designee on which the Calculation Agent shall be entitled to rely without liability on its part. The Calculation Agent shall be entitled to refrain from any action pending receipt of such instruction.

If, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the United States (or any taxing authority in the United States), or any change in, or amendments to, an official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after February 4, 2026, the Company becomes or, based upon a written opinion of independent counsel selected by the Company, will become obligated to pay additional amounts as described below with respect to the Notes, then the Company may at any time at its option redeem, in whole, but not in part, the Notes at a redemption price equal to 100% of their principal amount, together with accrued and unpaid interest on those Notes to, but not including, the date fixed for redemption.

The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. The Trustee will not be responsible for calculating the redemption price of the Notes called for redemption. Except as otherwise provided herein, redemption of the Notes shall be made in accordance with the terms of Article 11 of the Indenture.

The Company will, subject to the exceptions and limitations set forth below, pay as additional interest on the Notes such additional amounts as are necessary in order that the net payment by the Company of the principal of and interest on the Notes to a Holder who is not a United States person (as defined below), after withholding or deduction for any present or future tax, assessment or other governmental charge imposed by the United States or a taxing authority in the United States, will not be less than the amount provided in the Notes to be then due and payable; provided, however, that the foregoing obligation to pay additional amounts shall not apply:

The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to the Notes. Except as noted above, the Company will not be required to make any payment for any tax, assessment or other governmental charge imposed by any government or a political subdivision or taxing authority of or in any government or political subdivision.

As used above, the term “United States” means the United States of America (including the states of the United States and the District of Columbia and any political subdivision thereof) and the term “United States person” means any individual who is a citizen or resident of the United States for U.S. federal income tax purposes, a corporation, partnership or other entity created or organized in or under the laws of the United States, any state of the United States or the District of Columbia (other than a partnership that is not treated as a United States person under any applicable Treasury regulations), or any estate or trust the income of which is subject to United States federal income taxation regardless of its source.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of any series under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Securities at the time Outstanding of each series to be affected by such amendment or modification (voting together as a single class). The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Securities of each affected series at the time Outstanding (voting together as a single class) to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

The Indenture contains provisions setting forth certain conditions to the institution of proceedings by Holders of Securities with respect to the Indenture or for any remedy under the Indenture.

If an Event of Default with respect to the Notes shall occur and be continuing, the principal amount hereof may be declared due and payable or may be otherwise accelerated in the manner and with the effect provided in the Indenture.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registerable in the Security Register, upon surrender of this Note for registration of transfer at the office or agency of the Company in any Place of Payment duly endorsed, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Notes are issuable only in registered form without coupons in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, this Note is exchangeable for certificated notes in definitive form of like tenor in minimum denominations of €100,000 principal amount and integral multiples of €1,000 in excess thereof if (i) the Depositary provides notification that it is unwilling, unable or no longer qualified to continue as depositary for the global notes and a successor is not appointed within 90 days; (ii) the Company in its discretion at any time determines not to have all the Notes represented by the global note; or (iii) default entitling the Holders of Notes to accelerate the maturity thereof has occurred and is continuing. Any Note that is exchangeable as above is exchangeable for certificated notes issuable in authorized denominations and registered in such names as the common depositary shall direct. Subject to the foregoing, a global note is not exchangeable, except for a global note of the same aggregate denomination to be registered in the name of the common depositary (or its nominee).

Payments (including principal, interest and any additional amounts) and transfers with respect to the Notes in certificated form may be executed at the office or agency maintained for such purpose within the City of London (initially the office of the Paying Agent maintained for such purpose) or, at the Company’s option, by check mailed to the Holders thereof at the respective addresses set forth in the register of Holders of the Notes, provided that all payments (including principal, interest and any additional amounts) on certificated notes, for which the Holders thereof have given wire transfer instructions, will be required to be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof.

No service charge shall be made for any such registration or transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to the presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

This Note may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all of which shall together constitute but one and the same instrument. The signature of any officer on this Note may be manual or facsimile (including, for the avoidance of doubt, electronic). The Company and the Trustee, and each Holder of this Note by its acceptance hereof, acknowledge that for purposes of the Indenture, manually affixing a signature by electronic means shall constitute a manual signature.

All terms used in this Note which are defined in the Indenture and are not otherwise defined herein shall have the meanings assigned to them in the Indenture.

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
______________________________________________________

the within Note and all rights thereunder, hereby irrevocably constituting and appointing _________________________ attorney to transfer such Note on the books of the Issuer, with full power of substitution in the premises.

NOTICE:      The signature to this assignment must correspond with the name as written upon the face of the within Note in every particular without alteration or enlargement or any change whatsoever.

PEPSICO, INC., a corporation in existence under the laws of the State of North Carolina (herein called the “Company,” which term includes any successor corporation under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to USB Nominees (UK) Limited, as nominee of U.S. Bank Europe DAC, a common depositary for Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme, the principal sum of €                         on February 11, 2034, and to pay interest on said principal sum annually in arrears on February 11 of each year, commencing February 11, 2027, at the rate of 3.300% per annum from February 11, 2026, or from the most recent date in respect of which interest has been paid or duly provided for, until payment of the principal sum has been made or duly provided for. The interest so payable and punctually paid or duly provided for on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the Record Date for such Interest Payment Date, which shall be the January 28 (whether or not a Business Day (as defined below)) next preceding such Interest Payment Date. Any such interest that is payable but is not so punctually paid or duly provided for shall forthwith cease to be payable to the registered Holder on such Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes not earlier than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of the Nasdaq Bond Exchange (“Nasdaq”) on which the Notes are expected to be listed and upon such notice as may be required by Nasdaq, if such manner of payment shall be deemed practical by the Trustee, all as more fully provided in the Indenture.

Interest will be computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the date from which interest begins to accrue for the period (or from February 11, 2026 if no interest has been paid on the Notes) to, but excluding, the next scheduled Interest Payment Date. This payment convention is referred to as ACTUAL / ACTUAL (ICMA) as defined in the rulebook of the International Capital Markets Association.

“Business Day” means any day, other than a Saturday or Sunday, (1) which is not a day on which banking institutions in the City of New York or the City of London are authorized or required by law or executive order to close and (2) on which the Eurosystem’s real-time gross settlement system (T2), or any successor thereto, operates. If any Interest Payment Date, the maturity date or any Redemption Date is not a Business Day, then the related payment for such Interest Payment Date, maturity date or Redemption Date shall be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, maturity date or Redemption Date, as the case may be, and no further interest shall accrue as a result of such delay.

Payment of the principal of and interest on this Note will be made at the Place of Payment; provided, however, that payments of interest may be made at the option of the Company by funds transmitted to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed by manual or facsimile signature.

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

The Notes shall be redeemable as a whole or in part, at the Company’s option, at any time and from time to time prior to November 11, 2033 (three months prior to the maturity date of the Notes) (the “Par Call Date”) at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of (i) 100% of the principal amount of such Notes being redeemed and (ii) (a) the sum of the present values of the Remaining Scheduled Payments (as defined below) of principal and interest thereon (assuming for such purpose that the Notes matured on the Par Call Date) discounted to the Redemption Date on an annual basis (ACTUAL / ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate (as defined below) plus 10 basis points less (b) interest accrued to the date of redemption, plus, in each case, accrued and unpaid interest to the date of redemption.

The Notes shall be redeemable as a whole or in part, at the Company’s option, at any time and from time to time on or after the Par Call Date, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest to the Redemption Date.

“Comparable Government Bond” means, in relation to any Comparable Government Bond Rate (as defined below) calculation, at the discretion of an independent investment bank selected by the Company, a German government bond whose maturity is closest to the maturity of the Notes, assuming for such purpose that the Notes matured on the Par Call Date, or if such independent investment bank in its discretion considers that such similar bond is not in issue, such other German government bond as such independent investment bank may, with the advice of three brokers of, and/or market makers in, German government bonds selected by the Company, determine to be appropriate for determining the Comparable Government Bond Rate.

“Comparable Government Bond Rate” means, with respect to any Redemption Date, the price, expressed as a percentage (rounded to three decimal places, with 0.0005 being rounded upwards), at which the gross redemption yield on the Notes, if they were to be purchased at such price on the third Business Day prior to the date fixed for redemption, would be equal to the gross redemption yield on such Business Day of the Comparable Government Bond on the basis of the middle market price of the Comparable Government Bond prevailing at 11:00 a.m. (London time) on such Business Day as determined by an independent investment bank selected by the Company.

“Remaining Scheduled Payments” means, with respect to each Note to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption, assuming for such purpose that such Note matured on the Par Call Date; provided, however, that, if such Redemption Date is not an Interest Payment Date with respect to such Note, the amount of the next succeeding scheduled interest payment thereon will be deemed to be reduced by the amount of interest accrued thereon to such Redemption Date.

If, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the United States (or any taxing authority in the United States), or any change in, or amendments to, an official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after February 4, 2026, the Company becomes or, based upon a written opinion of independent counsel selected by the Company, will become obligated to pay additional amounts as described below with respect to the Notes, then the Company may at any time at its option redeem, in whole, but not in part, the Notes at a Redemption Price equal to 100% of their principal amount, together with accrued and unpaid interest on those Notes to, but not including, the date fixed for redemption.

The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

Notice of any redemption will be transmitted at least 10 days but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed (or delivered electronically in accordance with the procedures of the Depositary). Any redemption notice may, at the Company’s discretion, be subject to one or more conditions precedent, including completion of a corporate transaction. In such event, the related notice of redemption shall describe each such condition and, if applicable, shall state that, at the Company’s discretion, the Redemption Date may be delayed until such time (including more than 60 days after the notice of redemption was given) as any or all such conditions shall be satisfied or waived, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Company in its sole discretion) by the Redemption Date, or by the Redemption Date as so delayed.

If fewer than all of the Notes are to be redeemed, selection of the Notes for redemption will be made by lot by the Trustee, subject to the last sentence of this paragraph. No notes of a principal amount of €100,000 or less will be redeemed in part. If any Note is to be redeemed only in part, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the principal of the Note surrendered may be issued in the name of the Holder of the Note upon surrender of the original Note. For as long as the Notes are held by the Depositary, the redemption of the Notes will be done in accordance with the policies and procedures of the Depositary.

The Trustee will not be responsible for calculating the Redemption Price of the Notes or portions thereof called for redemption.

Except as otherwise provided herein, redemption of the Notes shall be made in accordance with the terms of Article 11 of the Indenture.

The Indenture contains provisions setting forth certain conditions to the institution of proceedings by Holders of Securities with respect to the Indenture or for any remedy under the Indenture.

All terms used in this Note which are defined in the Indenture and are not otherwise defined herein shall have the meanings assigned to them in the Indenture.

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

NOTICE:      The signature to this assignment must correspond with the name as written upon the face of the within Note in every particular without alteration or enlargement or any change whatsoever.

PEPSICO, INC., a corporation in existence under the laws of the State of North Carolina (herein called the “Company,” which term includes any successor corporation under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to USB Nominees (UK) Limited, as nominee of U.S. Bank Europe DAC, a common depositary for Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme, the principal sum of € on February 11, 2038, and to pay interest on said principal sum annually in arrears on February 11 of each year, commencing February 11, 2027, at the rate of 3.700% per annum from February 11, 2026, or from the most recent date in respect of which interest has been paid or duly provided for, until payment of the principal sum has been made or duly provided for. The interest so payable and punctually paid or duly provided for on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the Record Date for such Interest Payment Date, which shall be the January 28 (whether or not a Business Day (as defined below)) next preceding such Interest Payment Date. Any such interest that is payable but is not so punctually paid or duly provided for shall forthwith cease to be payable to the registered Holder on such Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes not earlier than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of the Nasdaq Bond Exchange (“Nasdaq”) on which the Notes are expected to be listed and upon such notice as may be required by Nasdaq, if such manner of payment shall be deemed practical by the Trustee, all as more fully provided in the Indenture.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed by manual or facsimile signature.

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

The Notes shall be redeemable as a whole or in part, at the Company’s option, at any time and from time to time prior to November 11, 2037 (three months prior to the maturity date of the Notes) (the “Par Call Date”) at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of (i) 100% of the principal amount of such Notes being redeemed and (ii) (a) the sum of the present values of the Remaining Scheduled Payments (as defined below) of principal and interest thereon (assuming for such purpose that the Notes matured on the Par Call Date) discounted to the Redemption Date on an annual basis (ACTUAL / ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate (as defined below) plus 15 basis points less (b) interest accrued to the date of redemption, plus, in each case, accrued and unpaid interest to the date of redemption.

If, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the United States (or any taxing authority in the United States), or any change in, or amendments to, an official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after February 4, 2026, the Company becomes or, based upon a written opinion of independent counsel selected by the Company, will become obligated to pay additional amounts as described below with respect to the Notes, then the Company may at any time at its option redeem, in whole, but not in part, the Notes at a Redemption Price equal to 100% of their principal amount, together with accrued and unpaid interest on those Notes to, but not including, the date fixed for redemption.

The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

The Trustee will not be responsible for calculating the Redemption Price of the Notes or portions thereof called for redemption.

Except as otherwise provided herein, redemption of the Notes shall be made in accordance with the terms of Article 11 of the Indenture.

The Indenture contains provisions setting forth certain conditions to the institution of proceedings by Holders of Securities with respect to the Indenture or for any remedy under the Indenture.

All terms used in this Note which are defined in the Indenture and are not otherwise defined herein shall have the meanings assigned to them in the Indenture.

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ____________________________________________

NOTICE:       The signature to this assignment must correspond with the name as written upon the face of the within Note in every particular without alteration or enlargement or any change whatsoever.

PEPSICO, INC., a corporation in existence under the laws of the State of North Carolina (herein called the “Company,” which term includes any successor corporation under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to USB Nominees (UK) Limited, as nominee of U.S. Bank Europe DAC, a common depositary for Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme, the principal sum of € on February 11, 2047, and to pay interest on said principal sum annually in arrears on February 11 of each year, commencing February 11, 2027, at the rate of 4.150% per annum from February 11, 2026, or from the most recent date in respect of which interest has been paid or duly provided for, until payment of the principal sum has been made or duly provided for. The interest so payable and punctually paid or duly provided for on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the Record Date for such Interest Payment Date, which shall be the January 28 (whether or not a Business Day (as defined below)) next preceding such Interest Payment Date. Any such interest that is payable but is not so punctually paid or duly provided for shall forthwith cease to be payable to the registered Holder on such Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes not earlier than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of the Nasdaq Bond Exchange (“Nasdaq”) on which the Notes are expected to be listed and upon such notice as may be required by Nasdaq, if such manner of payment shall be deemed practical by the Trustee, all as more fully provided in the Indenture.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed by manual or facsimile signature.

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

The Notes shall be redeemable as a whole or in part, at the Company’s option, at any time and from time to time prior to August 11, 2046 (six months prior to the maturity date of the Notes) (the “Par Call Date”) at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of (i) 100% of the principal amount of such Notes being redeemed and (ii) (a) the sum of the present values of the Remaining Scheduled Payments (as defined below) of principal and interest thereon (assuming for such purpose that the Notes matured on the Par Call Date) discounted to the Redemption Date on an annual basis (ACTUAL / ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate (as defined below) plus 15 basis points less (b) interest accrued to the date of redemption, plus, in each case, accrued and unpaid interest to the date of redemption.

If, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the United States (or any taxing authority in the United States), or any change in, or amendments to, an official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after February 4, 2026, the Company becomes or, based upon a written opinion of independent counsel selected by the Company, will become obligated to pay additional amounts as described below with respect to the Notes, then the Company may at any time at its option redeem, in whole, but not in part, the Notes at a Redemption Price equal to 100% of their principal amount, together with accrued and unpaid interest on those Notes to, but not including, the date fixed for redemption.

The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

The Trustee will not be responsible for calculating the Redemption Price of the Notes or portions thereof called for redemption.

Except as otherwise provided herein, redemption of the Notes shall be made in accordance with the terms of Article 11 of the Indenture.

The Indenture contains provisions setting forth certain conditions to the institution of proceedings by Holders of Securities with respect to the Indenture or for any remedy under the Indenture.

All terms used in this Note which are defined in the Indenture and are not otherwise defined herein shall have the meanings assigned to them in the Indenture.

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
______________________________________________________

We have acted as special counsel for PepsiCo, Inc. (the “Company”), a North Carolina corporation, in connection with the Registration Statement on Form S-3 (File No. 333-277003) (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), for the registration by the Company 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 (together with the 2028 Floating Rate Notes, 2034 Notes and 2038 Notes, the “Notes”).

The Notes are to be issued pursuant to the Indenture dated as of February 12, 2024 (the “Indenture”) between the Company and U.S. Bank Trust Company, National Association, as trustee, and to be sold pursuant to a Terms Agreement dated as of February 4, 2026 (incorporating the PepsiCo, Inc. Underwriting Agreement Standard Provisions dated as of November 18, 2019, the “Terms Agreement”) among the Company and the several underwriters named therein.

We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.

In rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete; (ii) all documents submitted to us as copies conform to authentic, complete originals; (iii) all documents filed as exhibits to the Registration Statement that have not been executed will conform to the forms thereof; (iv) all signatures on all documents that we reviewed are genuine; (v) all natural persons executing documents had and have the legal capacity to do so; (vi) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate; and (vii) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.

Based upon the foregoing, and subject to the additional assumptions and qualifications set forth below, we advise you that, in our opinion, when the Notes have been duly executed, authenticated, issued and delivered in accordance with the Indenture and the Terms Agreement against payment therefor, the Notes will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, provided that we express no opinion as to (x) the enforceability of any waiver of rights under any usury or stay law and (y) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above.

In connection with the opinion expressed above, we have assumed that (i) the Registration Statement became effective upon filing with the Commission and such effectiveness shall not have been terminated or rescinded; and (ii) the Indenture and the Notes are valid, binding and enforceable agreements of each party thereto (other than as expressly covered above in respect of the Company). We have also assumed that the execution, delivery and performance of the Indenture and the Notes by the Company (x) have been duly authorized in accordance with the laws of the State of North Carolina and (y) will not violate any applicable law or public policy or result in a violation of any provision of any instrument or agreement binding upon the Company, or any restriction imposed by any court or governmental body having jurisdiction over the Company.

We are members of the Bar of the State of New York, and the foregoing opinion is limited to the laws of the State of New York.

We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K to be filed by the Company on the date hereof and to its incorporation by reference into the Registration Statement. In addition, we consent to the reference to our name under the caption “Legal Opinions” in the preliminary prospectus supplement dated February 4, 2026 and the prospectus supplement dated February 4, 2026, and under the caption “Validity of Securities” in the prospectus dated February 12, 2024, each of which is a part of the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

We have acted as special North Carolina counsel to PepsiCo, Inc., a North Carolina corporation (the “Company”) in connection with the Registration Statement on Form S-3 (File No. 333-277003) (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “1933 Act”), for the registration by the Company 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 (together with the 2028 Floating Rate Notes, 2034 Notes and 2038 Notes, the “Notes”). The Notes are to be issued pursuant to the Indenture dated as of February 12, 2024 (the “Indenture”) between the Company and U.S. Bank Trust Company, National Association, as trustee, and to be sold pursuant to a Terms Agreement dated as of February 4, 2026 (incorporating the PepsiCo, Inc. Underwriting Agreement Standard Provisions dated as of November 18, 2019, the “Terms Agreement”) among the Company and the several underwriters named therein. This opinion is delivered to you pursuant to Item 16 of Form S-3 and Item 601(b)(5) of Regulation S-K of the Commission. This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the 1933 Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, the prospectus or any prospectus supplement other than as expressly stated herein with respect to the issuance of the Notes.

As the Company’s special North Carolina counsel, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Company’s articles of incorporation and by-laws, each as amended to date, and minutes and records of the corporate proceedings of the Company relating to the filing of the Registration Statement and the issuance of the Notes, as provided to us by the Company, certificates of public officials and of representatives of the Company, and statutes and other instruments and documents, as a basis for the opinion hereinafter expressed. In rendering this opinion, we have relied upon certificates of public officials and representatives of the Company with respect to the accuracy of the factual matters contained in such certificates.

In connection with such examination, we have assumed (a) the genuineness of all signatures and the legal capacity of all signatories; (b) the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as certified or photostatic copies; and (c) the proper issuance and accuracy of certificates of public officials and representatives of the Company.

Based on and subject to the foregoing, we advise you that, in our opinion, the Indenture and the Notes have been duly authorized by all necessary corporate action of the Company, and have been duly executed and delivered by the Company.

This opinion is limited to the laws of the State of North Carolina, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.

This opinion is rendered as of the date hereof, and we undertake no obligation to advise you of any changes in applicable law or any other matters that may come to our attention after the date hereof.

We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K to be filed by the Company on the date hereof and to its incorporation by reference into the Registration Statement. In addition, we consent to any reference to the name of our firm under the caption “Legal Opinions” in the preliminary prospectus supplement dated February 4, 2026 and the prospectus supplement dated February 4, 2026, and under the caption “Validity of Securities” in the prospectus dated February 12, 2024, each of which is a part of the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations of the Commission thereunder.

North Carolina	1-1183	13-1584302
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

700 Anderson Hill Road, Purchase, New York	10577
(Address of principal executive offices)	(Zip Code)

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value 1-2/3 cents per share	PEP	The Nasdaq Stock Market LLC
2.625% Senior Notes due 2026	PEP26	The Nasdaq Stock Market LLC
0.750% Senior Notes due 2027	PEP27	The Nasdaq Stock Market LLC
0.875% Senior Notes due 2028	PEP28	The Nasdaq Stock Market LLC
0.500% Senior Notes due 2028	PEP28A	The Nasdaq Stock Market LLC
3.200% Senior Notes due 2029	PEP29	The Nasdaq Stock Market LLC
1.125% Senior Notes due 2031	PEP31	The Nasdaq Stock Market LLC
0.400% Senior Notes due 2032	PEP32	The Nasdaq Stock Market LLC
0.750% Senior Notes due 2033	PEP33	The Nasdaq Stock Market LLC
3.550% Senior Notes due 2034	PEP34	The Nasdaq Stock Market LLC
3.450% Senior Notes due 2037	PEP37	The Nasdaq Stock Market LLC
0.875% Senior Notes due 2039	PEP39	The Nasdaq Stock Market LLC
1.050% Senior Notes due 2050	PEP50	The Nasdaq Stock Market LLC
4.050% Senior Notes due 2055	PEP55	The Nasdaq Stock Market LLC

Date: February 11, 2026	PepsiCo, Inc.

	By:	/s/ Cynthia A. Nastanski
		Name:	Cynthia A. Nastanski
		Title:	Senior Vice President, Corporate Law and Deputy Corporate Secretary

	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%

	Principal Amount of
Underwriters	2028 Floating Rate Notes		2034 Notes		2038 Notes		2047 Notes
BNP PARIBAS	€	87,500,000	€	113,750,000	€	148,750,000	€	87,500,000
Goldman Sachs & Co. LLC		87,500,000		113,750,000		148,750,000		87,500,000
Mizuho International plc		87,500,000		113,750,000		148,750,000		87,500,000
Morgan Stanley & Co. International plc		87,500,000		113,750,000		148,750,000		87,500,000
Banco Bilbao Vizcaya Argentaria, S.A.		26,250,000		34,125,000		44,625,000		26,250,000
Barclays Bank PLC		26,250,000		34,125,000		44,625,000		26,250,000
ING Bank N.V., Belgian Branch		26,250,000		34,125,000		44,625,000		26,250,000
Société Générale		26,250,000		34,125,000		44,625,000		26,250,000
TD Global Finance unlimited company		26,250,000		34,125,000		44,625,000		26,250,000
ANZ Securities, Inc.		6,250,000		8,125,000		10,625,000		6,250,000
RBC Europe Limited		6,250,000		8,125,000		10,625,000		6,250,000
U.S. Bancorp Investments, Inc.		6,250,000		8,125,000		10,625,000		6,250,000
Total	€	500,000,000	€	650,000,000	€	850,000,000	€	500,000,000

Issuer:	PepsiCo, Inc.
Trade Date:	February 4, 2026
Time of Sale:	5:30 p.m. New York time on the Trade Date
Settlement Date (T+5):	February 11, 2026
Closing Time:	6:00 a.m. New York time on the Settlement Date
Closing Location:	New York, New York
Time of Sale Prospectus:	Base prospectus dated February 12, 2024, preliminary prospectus supplement dated February 4, 2026 and free writing prospectus dated February 4, 2026

Title of Securities:	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 on May 11, 2026; provided that, if any such interest payment date (other than any maturity date or earlier date of redemption) would be a day that is not a business day, such interest payment date will be the next succeeding day that is a business day (and no additional interest will accrue or otherwise accumulate on the amount payable for the period from and after such interest payment date); except that if such next succeeding business day falls in the next succeeding calendar month, such interest payment date will be the immediately preceding business day; and provided further, that if any maturity date or redemption date is not a business day, then the related payment for such maturity date or redemption date shall be paid on the next succeeding business day with the same force and effect as if made on such maturity date or redemption date, as the case may be, and no further interest shall accrue as a result of such delay.	Annually in arrears on each February 11, commencing February 11, 2027	Annually in arrears on each February 11, commencing February 11, 2027	Annually in arrears on each February 11, commencing February 11, 2027

	The term “business day” means any day, other than a Saturday or Sunday, (1) which is not a day on which banking institutions in the City of New York or the City of London are authorized or required by law or executive order to close and (2) on which the Euro system’s real-time gross settlement system (T2), or any successor thereto, operates.
Interest Reset Dates:	Quarterly on each February 11, May 11, August 11 and November 11, commencing May 11, 2026	—	—	—
Benchmark Bund:	—	DBR 2.600% due August 15, 2033	DBR 4.000% due January 4, 2037	DBR 2.500% due August 15, 2046
Benchmark Bund Yield:	—	2.670%	2.955%	3.416%
Spread to Benchmark Bund:	—	+63.4 basis points	+75.7 basis points	+78.2 basis points
Mid-Swap Yield:	—	2.754%	2.982%	3.198%
Spread to Mid-Swap:	—	+55 basis points	+73 basis points	+100 basis points
Reoffer Yield:	—	3.304%	3.712%	4.198%
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. The Applicable EURIBOR Rate during the initial interest period will be the Applicable EURIBOR Rate in effect on February 9, 2026.	3.300%	3.700%	4.150%

Currency of Payment:	All payments of interest and principal, including payments made upon any redemption of the Underwritten Securities, will be payable in euro. If, on or after the issuance of the Underwritten Securities, the euro is unavailable to the issuer due to the imposition of exchange controls or other circumstances beyond the issuer’s control or if the euro is no longer being used by the then member states of the European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect of the Underwritten Securities will be made in U.S. dollars until the euro is again available to the issuer and so used.
Additional Amounts:	The issuer will, subject to certain exceptions and limitations, pay as additional interest on the Underwritten Securities such additional amounts as are necessary in order that the net payment by the issuer of the principal of and interest on the Underwritten Securities to a holder who is not a United States person, after withholding or deduction for any present or future tax, assessment or other governmental charge imposed by the United States or a taxing authority in the United States, will not be less than the amount provided in the Underwritten Securities then due and payable.
Listing:	The issuer intends to apply to list the Underwritten Securities on the Nasdaq Bond Exchange and expects trading in the Underwritten Securities to begin within 30 days after the date of their issuance.
Minimum Denomination:	€100,000 and integral multiples of €1,000
Joint Book-Running Managers:	BNP PARIBAS Goldman Sachs & Co. LLC Mizuho International plc Morgan Stanley & Co. International plc
Senior Co-Managers:	Banco Bilbao Vizcaya Argentaria, S.A. Barclays Bank PLC ING Bank N.V., Belgian Branch Société Générale TD Global Finance unlimited company
Co-Managers:	ANZ Securities, Inc. RBC Europe Limited U.S. Bancorp Investments, Inc.
Address for Notices to the Representatives:	BNP PARIBAS 16, boulevard des Italiens 75009 Paris France Attn: Fixed Income Syndicate Goldman Sachs & Co. LLC 200 West Street New York, New York 10282-2198 United States Mizuho International plc 30 Old Bailey London EC4M 7AU United Kingdom Morgan Stanley & Co. International plc 25 Cabot Square Canary Wharf London E14 4QA United Kingdom Attn: Head of Transaction Management Group, Global Capital Markets

PEPSICO, INC.

By:	/s/ Stephen Schmitt
	Name:	Stephen Schmitt
	Title:	Executive Vice President and Chief Financial Officer

By:	/s/ Ada Cheng
	Name:	Ada Cheng
	Title:	Senior Vice President, Finance and Treasurer

CONFIRMED AND ACCEPTED, as of the date first above written:

By:	BNP PARIBAS

	By:	/s/ Rafael Ribeiro
		Name:	Rafael Ribeiro
		Title:	Managing Director

	By:	/s/ Christian J. Stewart
		Name:	Christian J. Stewart
		Title:	Managing Director

By:	GOLDMAN SACHS & CO. LLC
	in its capacity as Underwriter and Stabilizing Manager

	By:	/s/ Karim Saleh
		Name:	Karim Saleh
		Title:	Managing Director

By:	MIZUHO INTERNATIONAL PLC

	By:	/s/ Manabu Shibuya
		Name:	Manabu Shibuya
		Title:	Authorised Signatory

By:	MORGAN STANLEY & CO. INTERNATIONAL PLC

	By:	/s/ Kathryn McArdle
		Name:	Kathryn McArdle
		Title:	Executive Director

By:	BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

	By:	/s/ Miguel Sousa
		Name:	Miguel Sousa
		Title:	DCM - VP

	By:	/s/ Adrien Ferrando
		Name:	Adrien Ferrando
		Title:	DCM Corporate Origination

By:	BARCLAYS BANK PLC

	By:	/s/ Emily Wilson
		Name:	Emily Wilson
		Title:	Authorised Signatory

By:	ING BANK N.V., BELGIAN BRANCH

	By:	/s/ Douwe van Duijvendijk
		Name:	Douwe van Duijvendijk
		Title:	Managing Director GCM

	By:	/s/ Valentine Goudt
		Name:	Valentine Goudt
		Title:	Head Legal Capital Markets

By:	SOCIÉTÉ GÉNÉRALE

	By:	/s/ Michael Shapiro
		Name:	Michael Shapiro
		Title:	Managing Director, Head of Debt Capital Markets

By:	TD GLOBAL FINANCE UNLIMITED COMPANY

	By:	/s/ Frances Watson
		Name:	Frances Watson
		Title:	Managing Director

By:	ANZ SECURITIES, INC.

	By:	/s/ Robyn Bedil
		Name:	Robyn Bedil
		Title:	Executive Director

By:	RBC EUROPE LIMITED

	By:	/s/ Elaine S. Murray
		Name:	Elaine S. Murray
		Title:	Duly Authorised Signatory

By:	U.S. BANCORP INVESTMENTS, INC.

	By:	/s/ Julie Brendel
		Name:	Julie Brendel
		Title:	Managing Director

Dated: _____________, 2026	PEPSICO, INC.

	By:
		Name:
		Title:

	By:
		Name:
		Title:

	U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

	By:
		Authorized Signatory

	Dated:

No. R-	€
	CUSIP No. 713448 GR3
	ISIN XS3291118068
	Common Code 329111806

	Very truly yours,

	/s/ WOMBLE BOND DICKINSON (US) LLP

	WOMBLE BOND DICKINSON (US) LLP

Cover	Feb. 11, 2026
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 11, 2026
Entity File Number	1-1183
Entity Registrant Name	PepsiCo, Inc.
Entity Central Index Key	0000077476
Entity Tax Identification Number	13-1584302
Entity Incorporation, State or Country Code	NC
Entity Address, Address Line One	700 Anderson Hill Road
Entity Address, City or Town	Purchase
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10577
City Area Code	914
Local Phone Number	253-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Commonstockparvalue 123centspershare [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value 1-2/3 cents per share
Trading Symbol	PEP
Security Exchange Name	NASDAQ
Two Point Six Two Five Percent Notes Due 2026 [Member]
Document Information [Line Items]
Title of 12(b) Security	2.625% Senior Notes due 2026
Trading Symbol	PEP26
Security Exchange Name	NASDAQ
Zero Point Seven Five Percent Notes Due 2027 [Member]
Document Information [Line Items]
Title of 12(b) Security	0.750% Senior Notes due 2027
Trading Symbol	PEP27
Security Exchange Name	NASDAQ
Zero Point Eight Seven Five Percent Notes Due 2028 [Member]
Document Information [Line Items]
Title of 12(b) Security	0.875% Senior Notes due 2028
Trading Symbol	PEP28
Security Exchange Name	NASDAQ
Zero Point Five Percent Notes Due 2028 [Member]
Document Information [Line Items]
Title of 12(b) Security	0.500% Senior Notes due 2028
Trading Symbol	PEP28A
Security Exchange Name	NASDAQ
Three Point Two Percent Notes Due 2029 [Member]
Document Information [Line Items]
Title of 12(b) Security	3.200% Senior Notes due 2029
Trading Symbol	PEP29
Security Exchange Name	NASDAQ
One Point One Two Five Percent Notes Due 2031 [Member]
Document Information [Line Items]
Title of 12(b) Security	1.125% Senior Notes due 2031
Trading Symbol	PEP31
Security Exchange Name	NASDAQ
Zero Point Four Percent Notes Due 2032 [Member]
Document Information [Line Items]
Title of 12(b) Security	0.400% Senior Notes due 2032
Trading Symbol	PEP32
Security Exchange Name	NASDAQ
Zero Point Seven Five Percent Notes Due 2033 [Member]
Document Information [Line Items]
Title of 12(b) Security	0.750% Senior Notes due 2033
Trading Symbol	PEP33
Security Exchange Name	NASDAQ
Three Point Five Five Percent Notes Due 2034 [Member]
Document Information [Line Items]
Title of 12(b) Security	3.550% Senior Notes due 2034
Trading Symbol	PEP34
Security Exchange Name	NASDAQ
Three Point Four Five Percent Notes Due 2034 [Member]
Document Information [Line Items]
Title of 12(b) Security	3.450% Senior Notes due 2037
Trading Symbol	PEP37
Security Exchange Name	NASDAQ
Zero Point Eight Seven Five Notes Due 2039 [Member]
Document Information [Line Items]
Title of 12(b) Security	0.875% Senior Notes due 2039
Trading Symbol	PEP39
Security Exchange Name	NASDAQ
One Point Zero Five Percent Notes Due 2050 [Member]
Document Information [Line Items]
Title of 12(b) Security	1.050% Senior Notes due 2050
Trading Symbol	PEP50
Security Exchange Name	NASDAQ
Four Point Zero Five Percent Notes Due 2055 [Member]
Document Information [Line Items]
Title of 12(b) Security	4.050% Senior Notes due 2055
Trading Symbol	PEP55
Security Exchange Name	NASDAQ