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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): October 16, 2026
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 |
| 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 |
| Floating Rate Notes Due 2028 |
|
PEP28B |
|
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 |
| 3.300% Senior Notes due 2034 |
|
PEP34A |
|
The Nasdaq Stock Market LLC |
| 3.450% Senior Notes due 2037 |
|
PEP37 |
|
The Nasdaq Stock Market LLC |
| 3.700% Senior Notes due 2038 |
|
PEP38 |
|
The Nasdaq Stock Market LLC |
| 0.875% Senior Notes due 2039 |
|
PEP39 |
|
The Nasdaq Stock Market LLC |
| 4.150% Senior Notes due 2047 |
|
PEP47 |
|
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 |
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. |
¨ |
PepsiCo Senior Notes Offering.
On October 9, 2026, PepsiCo, Inc. (“PepsiCo”)
announced an offering of €500,000,000 aggregate principal amount of its 3.750% Senior Notes due 2029 (the “2029 Notes”)
and €500,000,000 aggregate principal amount of its 4.250% Senior Notes due 2035 (the “2035 Notes,” and together with
the 2029 Notes, the “Notes”). Deutsche Bank AG, London Branch and HSBC Bank plc were joint book-running managers for the offering
of the Notes.
PepsiCo received net proceeds of approximately
€994 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 October 9, 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 October 9, 2026, together with the accompanying prospectus, dated February 12, 2024,
relating to the offer and sale of the Notes. The Notes were issued on October 16, 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.
| | |
3.750% Senior Notes
due 2029 | |
4.250% Senior Notes
due 2035 |
| Aggregate Principal Amount Offered: | |
€500,000,000 | |
€500,000,000 |
| Maturity Date: | |
October 16, 2029 | |
October 16, 2035 |
| Interest Payment Dates: | |
Annually in arrears on October 16, commencing October 16, 2027. | |
Annually in arrears on October 16, commencing October 16, 2027. |
| Coupon: | |
3.750% | |
4.250% |
| Optional Redemption: | |
Prior to September 16, 2029, make-whole call at comparable government bond rate plus 10 basis points; par call at any time on or after September 16, 2029. | |
Prior to July 16, 2035, make-whole call at comparable government bond rate plus 15 basis points; par call at any time on or after July 16, 2035. |
| Price to Public: | |
99.953% | |
99.824% |
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 2029 Note and 2035 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.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| 1.1 | Terms Agreement dated October 9, 2026 (incorporating the PepsiCo, Inc. Underwriting Agreement Standard Provisions dated
as of November 18, 2019) among PepsiCo and the several underwriters named therein. |
| 1.2 | PepsiCo, Inc. Underwriting Agreement Standard Provisions dated as of November 18, 2019 (incorporated by reference to Exhibit 1.2
to PepsiCo’s Registration Statement on Form S-3 (File No. 333-277003) filed with the SEC on February 12, 2024). |
| 4.1 | Form of 3.750% Senior Note due 2029. |
| 4.2 | Form of 4.250% Senior Note due 2035. |
| 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. |
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: October 16, 2026 |
PepsiCo, Inc. |
| |
|
| |
By: |
/s/
Cynthia A. Nastanski |
| |
|
Name: |
Cynthia A. Nastanski |
| |
|
Title: |
Senior Vice President, Corporate Law and Deputy Corporate
Secretary |
