[8-K] PepsiCo, Inc. Reports Material Event

Rhea-AI Filing Summary

PepsiCo (PEP) filed an 8-K (Item 8.01) disclosing the completion of a euro-denominated senior notes offering.

• Instruments issued: €500 m 3.450% Senior Notes due 2037 and €500 m 4.050% Senior Notes due 2055.
• Gross proceeds: €1.0 bn; net proceeds: approximately €989 m after underwriting discounts and expenses.
• Use of funds: general corporate purposes, including repayment of commercial paper.
• Pricing: issued at 99.546% (2037) and 99.674% (2055); make-whole call at CGB +15 bps until par-call windows (Apr 28 2037 / Jan 28 2055).
• Ranking: unsecured, pari passu with existing senior debt; governed by the Feb 12 2024 indenture with U.S. Bank Trust Co.
• Bookrunners: Deutsche Bank, HSBC, Mizuho.

The transaction lengthens PepsiCo’s debt maturity profile at fixed rates near current euro yields and modestly increases total leverage. No changes to guidance, operations or covenant structure were disclosed.

Insights

Fixed-Income Analyst

TL;DR: Routine €1 bn bond sale strengthens liquidity, adds long-dated euro debt; impact modestly positive.

The dual-tranche issue locks in sub-4.1% coupons for 12- and 30-year money, attractive relative to U.S. dollar curve and PepsiCo’s weighted-average cost of debt (~3.6%). Proceeds refinance short-term commercial paper, limiting incremental leverage and reducing near-term rollover risk. Demand appeared healthy given near-par pricing and tight 15 bp make-whole spread. Because PepsiCo already maintains A/A1 ratings, the deal is unlikely to move credit metrics materially; however, it marginally improves liquidity duration and diversifies funding. Equity impact is neutral as dilution is absent and interest expense rise is immaterial versus 2024 EBIT of >$13 bn.

Portfolio Manager

TL;DR: Standard liability-management exercise; equity-holder effect minimal.

The offering signals continued access to deep European debt markets at favorable terms. Euro coupons compare well to recent dollar issues (e.g., 3.55% 2034). While total debt inches up, PepsiCo’s net-debt/EBITDA remains under 2×, leaving capital-return capacity intact. No covenant restrictions or share-buyback commentary were added, so valuation drivers stay unchanged. Overall, the filing is not market-moving but confirms balance-sheet flexibility.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 28, 2025

PepsiCo, Inc.

(Exact name of registrant as specified in its charter)

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)

Registrant’s telephone number, including area code: (914) 253-2000

N/A

(Former name or former address, if changed since last report)

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:

¨	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))

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

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
0.875% Senior Notes due 2039		PEP39		The Nasdaq Stock Market LLC
1.050% Senior Notes due 2050		PEP50		The Nasdaq Stock Market LLC

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).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01. Other Events.

PepsiCo Senior Notes Offering.

On July 21, 2025, PepsiCo, Inc. (“PepsiCo”) announced an offering of €500,000,000 aggregate principal amount of its 3.450% Senior Notes due 2037 (the “2037 Notes”) and €500,000,000 aggregate principal amount of its 4.050% Senior Notes due 2055 (the “2055 Notes,” and together with the 2037 Notes, the “Notes”). Deutsche Bank AG, London Branch, HSBC Bank plc and Mizuho International plc were joint book-running managers for the offering of the Notes.

PepsiCo received net proceeds of approximately €989 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 July 21, 2025 (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 July 21, 2025, together with the accompanying prospectus, dated February 12, 2024, relating to the offer and sale of the Notes. The Notes were issued on July 28, 2025 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.

		3.450% Senior Notes due 2037		4.050% Senior Notes due 2055
Aggregate Principal Amount Offered:		€500,000,000		€500,000,000
Maturity Date:		July 28, 2037		July 28, 2055
Interest Payment Dates:		Annually on July 28, commencing July 28, 2026		Annually on July 28, commencing July 28, 2026
Coupon:		3.450%		4.050%
Optional Redemption:		Prior to April 28, 2037, make-whole call at comparable government bond rate plus 15 basis points; par call at any time on or after April 28, 2037		Prior to January 28, 2055, make-whole call at comparable government bond rate plus 15 basis points; par call at any time on or after January 28, 2055
Price to Public:		99.546%		99.674%

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 2037 Note and the 2055 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 and Exhibit 4.2, 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.

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Item 9.01. Financial Statements and Exhibits.

(d)     Exhibits

1.1 Terms Agreement dated July 21, 2025 (incorporating the PepsiCo, Inc. Underwriting Agreement Standard Provisions dated as of November 18, 2019) among PepsiCo and the several underwriters named therein.

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

4.1 Form of 3.450% Senior Note due 2037.

4.2 Form of 4.050% Senior Note due 2055.

5.1 Opinion of Davis Polk & Wardwell LLP.

5.2 Opinion of Womble Bond Dickinson (US) LLP.

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

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

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

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SIGNATURES

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.

Date: July 28, 2025	PepsiCo, Inc.
	By:	/s/ Cynthia A. Nastanski
		Name:	Cynthia A. Nastanski
		Title:	Senior Vice President, Corporate Law and Deputy Corporate Secretary

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FAQ

What did PepsiCo (PEP) announce in its July 28 2025 8-K?

It completed a €1 bn offering of 3.450% notes due 2037 and 4.050% notes due 2055.

How much net cash will PepsiCo receive from the bond sale?

Approximately €989 million after discounts and expenses.

What will PepsiCo use the proceeds for?

General corporate purposes, including repayment of outstanding commercial paper.

Are the new notes secured or unsecured?

They are unsecured senior obligations, ranking pari passu with existing senior debt.

Who managed the offering?

Deutsche Bank AG, London Branch, HSBC Bank plc and Mizuho International plc served as joint book-running managers.

When do the notes mature and what are their coupons?

2037 notes mature July 28 2037 at 3.450%; 2055 notes mature July 28 2055 at 4.050%.