PEP / PepsiCo, Inc. - Документы SEC, Годовой отчет, Доверенное заявление

[Form of Senior Note due 2037]

Exhibit 4.1 [Form of Senior Note due 2037] 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 CERTIFIC

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

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.

[Form of Senior Note due 2055]

Exhibit 4.2 [Form of Senior Note due 2055] 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 CERTIFIC

PEPSICO, INC. 3.450% Senior Notes due 2037 4.050% Senior Notes due 2055 TERMS AGREEMENT

Exhibit 1.1 PEPSICO, INC. 3.450% Senior Notes due 2037 4.050% Senior Notes due 2055 TERMS AGREEMENT July 21, 2025 To: PepsiCo, Inc. 700 Anderson Hill Road Purchase, New York 10577 Ladies and Gentlemen: We understand that PepsiCo, Inc., a North Carolina corporation (the “Company”), proposes to issue and sell €500,000,000 of its 3.450% Senior Notes due 2037 (the “2037 Notes”) and €500,000,000 of its

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 PepsiCo, Inc. (Exact Name of Registrant as Sp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 PepsiCo, Inc. (Exact Name of Registrant as Specified in Its Charter) North Carolina 13-1584302 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 700 Anderson Hill Road

[Form of 4.300% Senior Note due 2030]

Exhibit 4.2 [Form of 4.300% Senior Note due 2030] UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (“DTC”) TO A NOMINEE OF DTC, OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC, OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR

[Form of 4.100% Senior Note due 2029]

Exhibit 4.1 [Form of 4.100% Senior Note due 2029] UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (“DTC”) TO A NOMINEE OF DTC, OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC, OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR

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 23, 2025 PepsiCo, Inc. (Exact

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 23, 2025 PepsiCo, Inc.

[Form of 5.000% Senior Note due 2035]

Exhibit 4.4 [Form of 5.000% Senior Note due 2035] UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (“DTC”) TO A NOMINEE OF DTC, OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC, OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR

PEPSICO, INC. 4.100% Senior Notes due 2029 4.300% Senior Notes due 2030 4.650% Senior Notes due 2032 5.000% Senior Notes due 2035 TERMS AGREEMENT

Exhibit 1.1 PEPSICO, INC. 4.100% Senior Notes due 2029 4.300% Senior Notes due 2030 4.650% Senior Notes due 2032 5.000% Senior Notes due 2035 TERMS AGREEMENT July 21, 2025 To: PepsiCo, Inc. 700 Anderson Hill Road Purchase, New York 10577 Ladies and Gentlemen: We understand that PepsiCo, Inc., a North Carolina corporation (the “Company”), proposes to issue and sell $750,000,000 of its 4.100% Senior

[Form of 4.650% Senior Note due 2032]

Exhibit 4.3 [Form of 4.650% Senior Note due 2032] UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (“DTC”) TO A NOMINEE OF DTC, OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC, OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR

Table 1: Newly Registered and Carry Forward Securities

Calculation of Filing Fee Tables S-3 PEPSICO INC Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Non-Convertible Debt 3.

€1,000,000,000 PepsiCo, Inc. €500,000,000 3.450% Senior Notes due 2037 €500,000,000 4.050% Senior Notes due 2055

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(2)  File No. 333-277003 PROSPECTUS SUPPLEMENT (To Prospectus Dated February 12, 2024) €1,000,000,000 PepsiCo, Inc. €500,000,000 3.450% Senior Notes due 2037 €500,000,000 4.050% Senior Notes due 2055 We are offering €500,000,000 of our 3.450% senior notes due 2037 (the “2037 notes”) and €500,000,000 of our 4.050% senior notes due 2055 (the “2055 note

Table 1: Newly Registered and Carry Forward Securities

Calculation of Filing Fee Tables S-3 PEPSICO INC Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Non-Convertible Debt 4.

$3,500,000,000 PepsiCo, Inc. $750,000,000 4.100% Senior Notes due 2029 $650,000,000 4.300% Senior Notes due 2030 $850,000,000 4.650% Senior Notes due 2032 $1,250,000,000 5.000% Senior Notes due 2035

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(2)  File No. 333-277003 PROSPECTUS SUPPLEMENT (To Prospectus Dated February 12, 2024) $3,500,000,000 PepsiCo, Inc. $750,000,000 4.100% Senior Notes due 2029 $650,000,000 4.300% Senior Notes due 2030 $850,000,000 4.650% Senior Notes due 2032 $1,250,000,000 5.000% Senior Notes due 2035 We are offering $750,000,000 of our 4.100% senior notes due 2029 (

PepsiCo, Inc. 4.100% Senior Notes due 2029 4.300% Senior Notes due 2030 4.650% Senior Notes due 2032 5.000% Senior Notes due 2035

Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No.

SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS SUPPLEMENT DATED JULY 21, 2025

TABLE OF CONTENTS The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed.

PepsiCo, Inc. 3.450% Senior Notes due 2037 4.050% Senior Notes due 2055

Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No.

SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS SUPPLEMENT DATED JULY 21, 2025

TABLE OF CONTENTS The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed.

PepsiCo, Inc. and Subsidiaries Schedule of Recast Reportable Segment Data Organic Volume % Change

Exhibit 99.1 As previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 28, 2024, effective beginning with our first quarter of 2025, we realigned certain of our reportable segments to conform with changes to our organizational structure and how our Chief Executive Officer monitors the performance of, and allocates resources to, these segments. In North America, t

Subsidiary Issuer of Guaranteed Securities.

Exhibit 22 Subsidiary Issuer of Guaranteed Securities As of June 14, 2025, PepsiCo, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 17, 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 Num

Letter re: Unaudited Interim Financial Information.

EXHIBIT 15 Accountant’s Acknowledgement To the Shareholders and Board of Directors PepsiCo, Inc.

PART I

Exhibit 99.2 PART I Item 1. Business. When used in this report, the terms “we,” “us,” “our,” “PepsiCo” and the “Company” mean PepsiCo, Inc. and its consolidated subsidiaries, collectively. Certain terms used in this Annual Report on Form 10-K are defined in the Glossary included in Item 7. of this report. Company Overview We were incorporated in Delaware in 1919 and reincorporated in North Carolin

PepsiCo Reports Second-Quarter 2025 Results; Affirms 2025 Financial Guidance and Updates Expected Foreign Exchange Impact Reported (GAAP) Second-Quarter 2025 Results Second-Quarter Year-to-Date Net revenue performance 1.0% (0.3)% Foreign exchange imp

Exhibit 99.1 PepsiCo Reports Second-Quarter 2025 Results; Affirms 2025 Financial Guidance and Updates Expected Foreign Exchange Impact Reported (GAAP) Second-Quarter 2025 Results Second-Quarter Year-to-Date Net revenue performance 1.0% (0.3)% Foreign exchange impact on net revenue (1.5)% (2)% Earnings per share (EPS) $0.92 $2.25 EPS change (59)% (39)% Foreign exchange impact on EPS (2)% (3)% Organ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 14, 2025 (24 weeks) OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1183 Pep

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 17, 2025 PepsiCo, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 17, 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 Num

UNITED STATES SECURITIES AND EXCHANGE Washington, D.C. 20549 FORM 11-K ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1183 A. Full title of the plan and the address

Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form

Exhibit 1.01 PepsiCo, Inc. Conflict Minerals Report For the calendar year ended December 31, 2024 Introduction and Background This Conflict Minerals Report (this “Report”) of PepsiCo, Inc. (“PepsiCo”) was prepared pursuant to Rule 13p-1 (together with Form SD, the “Rule”) under the Securities Exchange Act of 1934, as amended. The Rule requires disclosure of certain information when a public compan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD Specialized Disclosure Report PepsiCo, Inc. (Exact name of registrant as specified in its charter) North Carolina 1-1183 13-1584302 (State or other jurisdiction of incorp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD Specialized Disclosure Report PepsiCo, Inc. (Exact name of registrant as specified in its charter) North Carolina 1-1183 13-1584302 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 700 Anderson Hill Road, Purchase, New York 10577 (Address of princ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): May 23, 2025 PepsiCo, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): May 23, 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 Numb

U.S. $5,000,000,000

Exhibit 99.2   EXECUTION VERSION U.S. $5,000,000,000   FIVE YEAR CREDIT AGREEMENT   Dated as of May 23, 2025   among   PEPSICO, INC., as Borrower,   THE LENDERS NAMED HEREIN,   CITIBANK, N.A., as Administrative Agent,   JPMORGAN CHASE BANK, N.A. and BANK OF AMERICA, N.A., as Syndication Agent,   CITIBANK, N.A., JPMORGAN CHASE BANK, N.A. and BOFA SECURITIES, INC., as Joint Lead Arrangers and Joint

U.S. $5,000,000,000 364-DAY CREDIT AGREEMENT Dated as of May 23, 2025 PEPSICO, INC., as Borrower, THE LENDERS NAMED HEREIN, CITIBANK, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A. and BANK OF AMERICA, N.A., as Syndication Agent, CITIBANK,

Exhibit 99.1 EXECUTION VERSION U.S. $5,000,000,000 364-DAY CREDIT AGREEMENT Dated as of May 23, 2025 among PEPSICO, INC., as Borrower, THE LENDERS NAMED HEREIN, CITIBANK, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A. and BANK OF AMERICA, N.A., as Syndication Agent, CITIBANK, N.A., JPMORGAN CHASE BANK, N.A. and BOFA SECURITIES, INC., as Joint Lead Arrangers and Joint Bookrunners TABLE OF

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): May 7, 2025 PepsiCo, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): May 7, 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 Numbe

Notice of Exempt Solicitation Pursuant to Rule 14a-103 | May 6, 2025

Notice of Exempt Solicitation Pursuant to Rule 14a-103 | May 6, 2025 Name of Registrant: PepsiCo Name of person relying on exemption: Bowyer Research Address of person relying on exemption: P.

2025 Form of Annual Long-Term Incentive Award Agreement (Performance Stock Units / Long-Term Cash Award).

Exhibit 10 2025 PEPSICO ANNUAL LONG-TERM INCENTIVE AWARD PERFORMANCE STOCK UNITS / LONG-TERM CASH AWARD TERMS AND CONDITIONS These Terms and Conditions (including the country-specific terms set forth in the attached Addendum), along with the 2025 PepsiCo Annual Long-Term Incentive Award Summary provided to the Participant (the “Award Summary”), and signed by the individual named on the Award Summary (the “Participant”), shall constitute an agreement (this “Agreement”), effective as of the “grant date” indicated on the Award Summary (the “Grant Date”), by and between PepsiCo, Inc.

PepsiCo Reports First-Quarter 2025 Results; Updates 2025 Financial Guidance Reported (GAAP) First-Quarter 2025 Results First-Quarter Net revenue performance (1.8)% Foreign exchange impact on net revenue (3)% Earnings per share (EPS) $1.33 EPS change

Exhibit 99.1 PepsiCo Reports First-Quarter 2025 Results; Updates 2025 Financial Guidance Reported (GAAP) First-Quarter 2025 Results First-Quarter Net revenue performance (1.8)% Foreign exchange impact on net revenue (3)% Earnings per share (EPS) $1.33 EPS change (10)% Foreign exchange impact on EPS (4)% Organic/Core (non-GAAP)1 First-Quarter 2025 Results First-Quarter Organic revenue performance 1

Letter re: Unaudited Interim Financial Information.

EXHIBIT 15 Accountant’s Acknowledgement To the Shareholders and Board of Directors PepsiCo, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): April 24, 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 Nu

Subsidiary Issuer of Guaranteed Securities.

Exhibit 22 Subsidiary Issuer of Guaranteed Securities As of March 22, 2025, PepsiCo, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 22, 2025 (12 weeks) OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1183 Pe

Vote FOR Item 4 Third-Party Assessment on Non-Sugar Sweetener Risks

Notice of Exempt Solicitation NAME OF REGISTRANT: PepsiCo Inc. NAME OF PERSON RELYING ON EXEMPTION: Seventh Generation Interfaith, Inc. ADDRESS OF PERSON RELYING ON EXEMPTION: 1015 N. Ninth St., Milwaukee, WI 53233 Written materials are submitted pursuant to Rule 14a-6(g)(1) promulgated under the Securities Exchange Act of 1934. Submission is not required of this filer under the terms of the Rule,

Notice of Exempt Solicitation Pursuant to Rule 14a-103 Name of Registrant: PepsiCo Inc Name of person relying on exemption: As You Sow® Address of persons relying on exemption: 11461 San Pablo Ave, Suite 400, El Cerrito, CA 94530 The attached written

PX14A6G 1 o49252px14a6g.htm Notice of Exempt Solicitation Pursuant to Rule 14a-103 Name of Registrant: PepsiCo Inc Name of person relying on exemption: As You Sow® Address of persons relying on exemption: 11461 San Pablo Ave, Suite 400, El Cerrito, CA 94530 The attached written materials are submitted pursuant to Rule 14a-6(g)(1) promulgated under the Securities Exchange Act of 1934. As You Sow® d

Shareholder Proposal #6 on PepsiCo, Inc. 2025 Proxy Statement: REPORT ON RISKS RELATED TO BIODIVERSITY AND NATURE LOSS PepsiCo, Inc. Symbol: PEP Filed by: Green Century Equity Fund

NAME OF REGISTRANT: PepsiCo, Inc. NAME OF PERSON RELYING ON EXEMPTION: Green Century Equity Fund ADDRESS OF PERSON RELYING ON EXEMPTION: 114 State Street, Suite 200, Boston, MA 02109 Written materials are submitted pursuant to Rule 14a-6(g)(1) promulgated under the Securities Exchange Act of 1934. Submission is not required of this filer under the terms of the Rule but is made voluntarily in the i

Dear Fellow PepsiCo Shareholders: Notice of 2025 Annual Meeting of Shareholders Table of Contents Proxy Statement Summary Election of Directors (Proxy Item No. 1) Board Composition and Refreshment Corporate Governance at PepsiCo 2024 Director Compens

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

Form of 4.400% Senior Note due 2027.

Exhibit 4.1 [Form of 4.400% Senior Note due 2027] UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (“DTC”) TO A NOMINEE OF DTC, OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC, OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR

Form of 4.450% Senior Note due 2028.

Exhibit 4.2 [Form of 4.450% Senior Note due 2028] UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (“DTC”) TO A NOMINEE OF DTC, OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC, OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR

Terms Agreement dated February 5, 2025 (incorporating the PepsiCo, Inc. Underwriting Agreement Standard Provisions dated as of November 18, 2019) among PepsiCo and BNP Paribas Securities Corp., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as Representatives of the several underwriters named therein.

Exhibit 1.1 PEPSICO, INC. 4.400% Senior Notes due 2027 4.450% Senior Notes due 2028 4.600% Senior Notes due 2030 5.000% Senior Notes due 2035 TERMS AGREEMENT February 5, 2025 To: PepsiCo, Inc. 700 Anderson Hill Road Purchase, New York 10577 Ladies and Gentlemen: We understand that PepsiCo, Inc., a North Carolina corporation (the “Company”), proposes to issue and sell $500,000,000 of its 4.400% Sen

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2024 PepsiCo, Inc. (Exact name of registrant as specified in its charter) North Carolina 1-1183 13-1584302 (State or other jurisdiction of incorporati

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): February 7, 2025 PepsiCo, Inc. (Exa

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): February 7, 2025 PepsiCo, Inc.

Form of 4.600% Senior Note due 2030.

Exhibit 4.3 [Form of 4.600% Senior Note due 2030] UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (“DTC”) TO A NOMINEE OF DTC, OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC, OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR

Form of 5.000% Senior Note due 2035.

Exhibit 4.4 [Form of 5.000% Senior Note due 2035] UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (“DTC”) TO A NOMINEE OF DTC, OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC, OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR

Table 1: Newly Registered and Carry Forward Securities

Calculation of Filing Fee Tables S-3 PEPSICO INC Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Non-Convertible Debt 4.

$3,500,000,000 PepsiCo, Inc. $500,000,000 4.400% Senior Notes due 2027 $750,000,000 4.450% Senior Notes due 2028 $1,000,000,000 4.600% Senior Notes due 2030 $1,250,000,000 5.000% Senior Notes due 2035

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(2)  File No. 333-277003 PROSPECTUS SUPPLEMENT (To Prospectus Dated February 12, 2024) $3,500,000,000 PepsiCo, Inc. $500,000,000 4.400% Senior Notes due 2027 $750,000,000 4.450% Senior Notes due 2028 $1,000,000,000 4.600% Senior Notes due 2030 $1,250,000,000 5.000% Senior Notes due 2035 We are offering $500,000,000 of our 4.400% senior notes due 2027

SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS SUPPLEMENT DATED FEBRUARY 5, 2025

TABLE OF CONTENTS The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed.

PepsiCo, Inc. 4.400% Senior Notes due 2027 4.450% Senior Notes due 2028 4.600% Senior Notes due 2030 5.000% Senior Notes due 2035

Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No.

Subsidiaries of PepsiCo, Inc.

EXHIBIT 21 PEPSICO, INC. SUBSIDIARIES (as of December 28, 2024) Entity Name Jurisdiction Alimentos del Istmo, S.A. Panama Alimentos Quaker Oats y Compania Limitada Guatemala Amavale Agricola Ltda. Brazil Anderson Hill Insurance Limited Bermuda Arlington Gibson, Inc. United States, Delaware Asia Bottlers Limited Hong Kong BAESA Capital Corporation Ltd. Cayman Islands Balmoral Industries LLC United

PepsiCo Automatic Retirement Contribution Equalization Plan, as amended and restated effective as of January 1, 2024.*

Exhibit 10.11 PEPSICO AUTOMATIC RETIREMENT CONTRIBUTION EQUALIZATION PLAN Amended and Restated as of January 1, 2024 PepsiCo Automatic Retirement Contribution Equalization Plan Table of Contents ARTICLE I – FOREWORD 1 ARTICLE II – DEFINITIONS 2 ARC EQUALIZATION ACCOUNT; ACCOUNT 2 BENEFICIARY 2 CODE 2 COMPANY 2 DISTRIBUTION VALUATION DATE 2 EID PROGRAM 3 ELIGIBLE EMPLOYEE 3 EMPLOYEE 3 EMPLOYER 3 ER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 28, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1183

PepsiCo Reports Fourth Quarter and Full-Year 2024 Results; Provides 2025 Financial Outlook; Announces Annual Dividend Increase Reported (GAAP) Fourth Quarter and Full-Year 2024 Results Fourth Quarter Full-Year Net revenue performance (0.2)% 0.4% Fore

Exhibit 99.1 PepsiCo Reports Fourth Quarter and Full-Year 2024 Results; Provides 2025 Financial Outlook; Announces Annual Dividend Increase Reported (GAAP) Fourth Quarter and Full-Year 2024 Results Fourth Quarter Full-Year Net revenue performance (0.2)% 0.4% Foreign exchange impact on net revenue (2)% (1.5)% Earnings per share (EPS) $1.11 $6.95 EPS change 17% 6% Foreign exchange impact on EPS (4)%

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): February 4, 2025 PepsiCo, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): February 4, 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

Power of Attorney.

EXHIBIT 24 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that PepsiCo, Inc. (“PepsiCo”) and each other undersigned, an officer or director, or both, of PepsiCo, do hereby appoint David Flavell, Cynthia A. Nastanski and Heather A. Hammond, and each of them severally, its, his or her true and lawful attorney-in-fact to execute on behalf of PepsiCo and the undersigned the following documents and any

PepsiCo, Inc. Insider Trading Policy.

Exhibit 19 PEPSICO, INC. INSIDER TRADING POLICY Effective as of February 2025 This Insider Trading Policy sets forth rules and procedures with respect to transactions in securities of PepsiCo, Inc. (“PepsiCo” or the “Company”). This Insider Trading Policy applies to directors, executive officers and certain other executives of PepsiCo. You are covered by this Insider Trading Policy because of your

PepsiCo Pension Equalization Plan (Plan Document for the 409A Program), as amended and restated effective as of January 1, 2024.*

Exhibit 10.10 PEPSICO PENSION EQUALIZATION PLAN (PEP) Plan Document for the Section 409A Program January 1, 2024 Restatement - i - PepsiCo Pension Equalization Plan –409A Program PEPSICO PENSION EQUALIZATION PLAN Table of Contents Page No. ARTICLE II DEFINITIONS AND CONSTRUCTION 4 2.1 Definitions 4 Accrued Benefit 4 Actuarial Equivalent 4 Annuity 7 Annuity Starting Date 7 Cashout Limit 7 Code 7 Co

Description of Securities.

Exhibit 4.76 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 As used below, the terms “PepsiCo,” the “Company,” “we,” “us,” and “our” refer to PepsiCo, Inc., as issuer of the following securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) common stock, par value one and two-thirds

The PepsiCo International Retirement Plan Defined Contribution Program, as amended and restated effective as of January 1, 2024.*

Exhibit 10.7 THE PEPSICO INTERNATIONAL RETIREMENT PLAN DEFINED CONTRIBUTION PROGRAM (PIRP-DC) As Amended and Restated Effective as of January 1, 2024 TABLE OF CONTENTS ARTICLE I – HISTORY AND GENERAL INFORMATION 1 ARTICLE II – DEFINITIONS AND CONSTRUCTION 3 2.01 Definitions. 3 2.02 Construction. 9 ARTICLE III – MEMBERSHIP 11 3.01 Eligibility for Membership. 11 3.02 Admission to Membership. 11 3.03

The PepsiCo International Retirement Plan Defined Benefit Program, as amended and restated effective as of January 1, 2024.*

Exhibit 10.6 THE PEPSICO INTERNATIONAL RETIREMENT PLAN DEFINED BENEFIT PROGRAM (PIRP-DB) As Amended and Restated Effective as of January 1, 2024 TABLE OF CONTENTS ARTICLE I - HISTORY AND GENERAL INFORMATION 1 ARTICLE II - DEFINITIONS AND CONSTRUCTION 3 2.01 Definitions. 3 2.02 Construction. 9 ARTICLE III - MEMBERSHIP 11 3.01 Eligibility for Membership. 11 3.02 Admission to Membership. 11 ARTICLE I

Subsidiary Issuer of Guaranteed Securities.

Exhibit 22 Subsidiary Issuer of Guaranteed Securities As of December 28, 2024, PepsiCo, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): December 11, 2024 PepsiCo, Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): December 11, 2024 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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 4, 2024 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 N

Letter re: Unaudited Interim Financial Information.

EXHIBIT 15 Accountant’s Acknowledgement To the Shareholders and Board of Directors PepsiCo, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 7, 2024 (36 weeks) OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1183

PepsiCo Reports Third-Quarter 2024 Results; Updates 2024 Financial Guidance Reported (GAAP) Third-Quarter and Year-to-Date 2024 Results Third-Quarter Year-to-Date Net revenue performance (0.6)% 0.7% Foreign exchange impact on net revenue (2)% (1)% Ea

Exhibit 99.1 PepsiCo Reports Third-Quarter 2024 Results; Updates 2024 Financial Guidance Reported (GAAP) Third-Quarter and Year-to-Date 2024 Results Third-Quarter Year-to-Date Net revenue performance (0.6)% 0.7% Foreign exchange impact on net revenue (2)% (1)% Earnings per share (EPS) $2.13 $5.84 EPS change (5)% 4% Foreign exchange impact on EPS (2)% (1)% Organic/Core (non-GAAP)1 Third-Quarter 202

Subsidiary Issuer of Guaranteed Securities.

Exhibit 22 Subsidiary Issuer of Guaranteed Securities As of September 7, 2024, PepsiCo, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): September 20, 2024 PepsiCo, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): September 20, 2024 PepsiCo, Inc. (Exact name of registrant as specified in its charter) North Carolina 1-1183 13-1584302 (State or other jurisdiction of incorporation) (Commission Fil

By-Laws of PepsiCo, Inc., as amended and restated, effective as of September 20, 2024, which are incorporated herein by reference to Exhibit 3.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 20, 2024.

Exhibit 3.2 PepsiCo, Inc. By-Laws As amended and restated effective September 20, 2024 Article I Offices Section 1.1 Principal Office. The principal office of PepsiCo, Inc. (hereinafter called the “Corporation”) may be located at such place as the Board of Directors of the Corporation (hereinafter called the “Board”) may fix from time to time. Section 1.2 Registered Office. The registered office o

Form of 4.500% Senior Note due 2029, which is incorporated herein by reference to Exhibit 4.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 17, 2024.

Exhibit 4.1 [Form of 4.500% Senior Note due 2029] UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (“DTC”) TO A NOMINEE OF DTC, OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC, OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR

Form of 5.250% Senior Note due 2054, which is incorporated herein by reference to Exhibit 4.3 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 17, 2024.

Exhibit 4.3 [Form of 5.250% Senior Note due 2054] UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (“DTC”) TO A NOMINEE OF DTC, OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC, OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR

Form of 4.800% Senior Note due 2034, which is incorporated herein by reference to Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 17, 2024.

Exhibit 4.2 [Form of 4.800% Senior Note due 2034] UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (“DTC”) TO A NOMINEE OF DTC, OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC, OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR

Financial Statements and Exhibits, Other Events

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 17, 2024 PepsiCo, Inc.

Terms Agreement dated July 15, 2024 (incorporating the PepsiCo, Inc. Underwriting Agreement Standard Provisions dated as of November 18, 2019) among PepsiCo and BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as Representatives of the several underwriters named therein.

Exhibit 1.1 PEPSICO, INC. 4.500% Senior Notes due 2029 4.800% Senior Notes due 2034 5.250% Senior Notes due 2054 TERMS AGREEMENT July 15, 2024 To: PepsiCo, Inc. 700 Anderson Hill Road Purchase, New York 10577 Ladies and Gentlemen: We understand that PepsiCo, Inc., a North Carolina corporation (the “Company”), proposes to issue and sell $850,000,000 of its 4.500% Senior Notes due 2029 (the “2029 No

Calculation of Filing Fee Tables (Form Type) PepsiCo, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Tables 424(b)(2) (Form Type) PepsiCo, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities The prospectus supplement to which this Exhibit is attached is a final prospectus for the related offerings. The maximum aggregate amount of those offerings is $2,245,086,500. Security Type Security Class Title Fee Calculation

PepsiCo, Inc. 4.500% Senior Notes due 2029 4.800% Senior Notes due 2034 5.250% Senior Notes due 2054

Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No.

$2,250,000,000 PepsiCo, Inc. $850,000,000 4.500% Senior Notes due 2029 $650,000,000 4.800% Senior Notes due 2034 $750,000,000 5.250% Senior Notes due 2054

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(2)  File No. 333-277003 PROSPECTUS SUPPLEMENT (To Prospectus Dated February 12, 2024) $2,250,000,000 PepsiCo, Inc. $850,000,000 4.500% Senior Notes due 2029 $650,000,000 4.800% Senior Notes due 2034 $750,000,000 5.250% Senior Notes due 2054 We are offering $850,000,000 of our 4.500% senior notes due 2029 (the “2029 notes”), $650,000,000 of our 4.800

SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS SUPPLEMENT DATED JULY 15, 2024

TABLE OF CONTENTS The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed.

PepsiCo Reports Second-Quarter 2024 Results; Updates 2024 Financial Guidance Reported (GAAP) Second-Quarter and Year-to-Date 2024 Results Second-Quarter Year-to-Date Net revenue growth 0.8% 1.5% Foreign exchange impact on net revenue (1)% (1)% Earnin

Exhibit 99.1 PepsiCo Reports Second-Quarter 2024 Results; Updates 2024 Financial Guidance Reported (GAAP) Second-Quarter and Year-to-Date 2024 Results Second-Quarter Year-to-Date Net revenue growth 0.8% 1.5% Foreign exchange impact on net revenue (1)% (1)% Earnings per share (EPS) $2.23 $3.71 EPS change 13% 10% Foreign exchange impact on EPS (1)% —% Organic/Core (non-GAAP)1 Second-Quarter 2024 Res

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 15, 2024 (24 weeks) OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1183 Pep

Letter re: Unaudited Interim Financial Information.

EXHIBIT 15 Accountant’s Acknowledgement To the Shareholders and Board of Directors PepsiCo, Inc.

Subsidiary Issuer of Guaranteed Securities.

Exhibit 22 Subsidiary Issuer of Guaranteed Securities As of June 15, 2024, PepsiCo, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 11, 2024 PepsiCo, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 11, 2024 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 Num

UNITED STATES SECURITIES AND EXCHANGE Washington, D.C. 20549 FORM 11-K ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1183 A. Full title of the plan and the address

Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form

Exhibit 1.01 PepsiCo, Inc. Conflict Minerals Report For the calendar year ended December 31, 2023 Introduction and Background This Conflict Minerals Report (this “Report”) of PepsiCo, Inc. (“PepsiCo”) was prepared pursuant to Rule 13p-1 (together with Form SD, the “Rule”) under the Securities Exchange Act of 1934, as amended. The Rule requires disclosure of certain information when a public compan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD Specialized Disclosure Report PepsiCo, Inc. (Exact name of registrant as specified in its charter) North Carolina 1-1183 13-1584302 (State or other jurisdiction of incorp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD Specialized Disclosure Report PepsiCo, Inc. (Exact name of registrant as specified in its charter) North Carolina 1-1183 13-1584302 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 700 Anderson Hill Road, Purchase, New York 10577 (Address of princ

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): May 24, 2024 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 Numb

U.S. $5,000,000,000 FIVE YEAR CREDIT AGREEMENT Dated as of May 24, 2024 PEPSICO, INC., as Borrower, THE LENDERS NAMED HEREIN, CITIBANK, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A. and BANK OF AMERICA, N.A., as Syndication Agent, CITIBANK

Exhibit 99.2 EXECUTION VERSION U.S. $5,000,000,000 FIVE YEAR CREDIT AGREEMENT Dated as of May 24, 2024 among PEPSICO, INC., as Borrower, THE LENDERS NAMED HEREIN, CITIBANK, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A. and BANK OF AMERICA, N.A., as Syndication Agent, CITIBANK, N.A., JPMORGAN CHASE BANK, N.A. and BOFA SECURITIES, INC., as Joint Lead Arrangers and Joint Bookrunners TABLE

U.S. $5,000,000,000 364-DAY CREDIT AGREEMENT Dated as of May 24, 2024 PEPSICO, INC., as Borrower, THE LENDERS NAMED HEREIN, CITIBANK, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A. and BANK OF AMERICA, N.A., as Syndication Agent, CITIBANK,

Exhibit 99.1 EXECUTION VERSION U.S. $5,000,000,000 364-DAY CREDIT AGREEMENT Dated as of May 24, 2024 among PEPSICO, INC., as Borrower, THE LENDERS NAMED HEREIN, CITIBANK, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A. and BANK OF AMERICA, N.A., as Syndication Agent, CITIBANK, N.A., JPMORGAN CHASE BANK, N.A. and BOFA SECURITIES, INC., as Joint Lead Arrangers and Joint Bookrunners TABLE OF

As filed with the Securities and Exchange Commission on May 10, 2024

As filed with the Securities and Exchange Commission on May 10, 2024 Registration No.

Letter regarding unaudited interim financial information.

Exhibit 15.1 KPMG LLP 345 Park Avenue New York, NY 10154-0102 Accountant’s Acknowledgment May 10, 2024 PepsiCo, Inc. New York, New York Re: Registration Statement on Form S-8 filed with the Securities and Exchange Commission With respect to the subject registration statement, we acknowledge our awareness of the use therein of our report dated April 22, 2024 related to our review of interim financi

Filing Fee Table.

Exhibit 107 CALCULATION OF FEE TABLE FORM S-8 (Form Type) PepsiCo, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Shares, par value 1-2/3 cents pe

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): May 1, 2024 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 Numbe

EX-99.25

Pep24-form25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): April 23, 2024 PepsiCo, Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): April 23, 2024 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 Nu

PepsiCo Reports First-Quarter 2024 Results; Affirms 2024 Financial Guidance Reported (GAAP) First-Quarter 2024 Results First-Quarter Net revenue growth 2.3% Foreign exchange impact on net revenue (0.5)% Earnings per share (EPS) $1.48 EPS change 6% Fo

Exhibit 99.1 PepsiCo Reports First-Quarter 2024 Results; Affirms 2024 Financial Guidance Reported (GAAP) First-Quarter 2024 Results First-Quarter Net revenue growth 2.3% Foreign exchange impact on net revenue (0.5)% Earnings per share (EPS) $1.48 EPS change 6% Foreign exchange impact on EPS —% Organic/Core (non-GAAP)1 First-Quarter 2024 Results First-Quarter Organic revenue growth 2.7% Core EPS $1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 23, 2024 (12 weeks) OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1183 Pe

Subsidiary Issuer of Guaranteed Securities.

Exhibit 22 Subsidiary Issuer of Guaranteed Securities As of March 23, 2024, PepsiCo, Inc.

Letter re: Unaudited Interim Financial Information.

EXHIBIT 15 Accountant’s Acknowledgement To the Shareholders and Board of Directors PepsiCo, Inc.

2024 Form of Annual Long-Term Incentive Award Agreement (Performance Stock Units / Long-Term Cash Award)

Exhibit 10.1 2024 PEPSICO ANNUAL LONG-TERM INCENTIVE AWARD PERFORMANCE STOCK UNITS / LONG-TERM CASH AWARD TERMS AND CONDITIONS These Terms and Conditions (including the country-specific terms set forth in the attached Addendum), along with the 2024 PepsiCo Annual Long-Term Incentive Award Summary provided to the Participant (the “Award Summary”), and signed by the individual named on the Award Sum

Vote FOR Item 8 Third-Party Assessment on Non-Sugar Sweetener Risks

Notice of Exempt Solicitation NAME OF REGISTRANT: PepsiCo Inc. NAME OF PERSON RELYING ON EXEMPTION: Seventh Generation Interfaith, Inc. ADDRESS OF PERSON RELYING ON EXEMPTION: 1015 N. Ninth St., Milwaukee, WI 53233 Written materials are submitted pursuant to Rule 14a-6(g)(1) promulgated under the Securities Exchange Act of 1934. Submission is not required of this filer under the terms of the Rule,

Name of the Registrant: PepsiCo. Inc.

Name of the Registrant: PepsiCo. Inc. Name & Address of Person Relying on Exemption: The Nathan Cummings Foundation, 120 Wall Street, New York, NY 10005 The Nathan Cummings Foundation is not required to file pursuant to Rule 14a-6(g) (1) promulgated under the Securities Exchange Act of 1934 but is doing so voluntarily. - April 12, 2024 Dear PepsiCo. Inc. Shareholders: The Nathan Cummings Foundatio

United States Securities and Exchange Commission Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Pursuant to Rule 14a-103

United States Securities and Exchange Commission Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Pursuant to Rule 14a-103 Name of the Registrant: PepsiCo, Inc. Name of persons relying on exemption: National Center for Public Policy Research Address of persons relying on exemption: 2005 Massachusetts Ave. N.W., Washington, D.C 20036 Written materials are submitted pursuant to Rule 14a-6(g) (1)

Shareholder Proposal on PepsiCo, Inc. 2024 Proxy Statement: REPORT ON RISKS RELATED TO BIODIVERSITY AND NATURE LOSS PepsiCo, Inc. Symbol: PEP Filed by: Green Century Equity Fund

NAME OF REGISTRANT: PepsiCo, Inc. NAME OF PERSON RELYING ON EXEMPTION: Green Century Equity Fund ADDRESS OF PERSON RELYING ON EXEMPTION: 114 State Street, Suite 200, Boston, MA 02109 Written materials are submitted pursuant to Rule 14a-6(g)(1) promulgated under the Securities Exchange Act of 1934. Submission is not required of this filer under the terms of the Rule but is made voluntarily in the i

United States Securities and Exchange Commission Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Pursuant to Rule 14a-103

United States Securities and Exchange Commission Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Pursuant to Rule 14a-103 Name of the Registrant: PepsiCo, Inc. Name of persons relying on exemption: National Legal and Policy Center Address of persons relying on exemption: 107 Park Washington Court, Falls Church, VA 22046 Written materials are submitted pursuant to Rule 14a-6(g) (1) promulgated

DEFINITIVE PROXY STATEMENT

Notice of 2024 Annual Meeting of Shareholders and Proxy StatementAnnounced our 52nd consecutive annualized dividend per share increase, effective with the expected June 2024 dividend paymentPEPSICO 2024 Proxy Statement | 1 Dear Fellow PepsiCo Shareholders: Ramon L.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Form of Global Note representing PepsiCo Singapore Financing I Pte. Ltd.’s 4.650% Senior Note due 2027, which is incorporated herein incorporated by reference to Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 16, 2024.

Exhibit 4.2 [Form of 4.650% Senior Note due 2027] UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (“DTC”) TO A NOMINEE OF DTC, OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC, OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR

Form of Global Note representing PepsiCo Singapore Financing I Pte. Ltd.’s 4.700% Senior Note due 2034, which is incorporated herein incorporated by reference to Exhibit 4.4 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 16, 2024.

Exhibit 4.4 [Form of 4.700% Senior Note due 2034] UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (“DTC”) TO A NOMINEE OF DTC, OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC, OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR

Form of Global Note representing PepsiCo Singapore Financing I Pte. Ltd.’s 4.550% Senior Note due 2029, which is incorporated herein incorporated by reference to Exhibit 4.3 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 16, 2024.

Exhibit 4.3 [Form of 4.550% Senior Note due 2029] UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (“DTC”) TO A NOMINEE OF DTC, OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC, OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR

Consent of WongPartnership LLP (included in Exhibit 5.3).

Exhibits 5.3 and 23.3 February 16, 2024 PEPSICO SINGAPORE FINANCING I PTE. LTD. PEPSICO, INC. c/o PepsiCo, Inc. 700 Anderson Hill Road Purchase, New York 10577 PEPSICO SINGAPORE FINANCING I PTE. LTD. ISSUE OF FLOATING RATE NOTES DUE 2027, 4.650% SENIOR NOTES DUE 2027, 4.550% SENIOR NOTES DUE 2029 AND 4.700% SENIOR NOTES DUE 2034 Ladies and Gentlemen: We have acted as special Singapore counsel to P

Form of Global Note representing PepsiCo Singapore Financing I Pte. Ltd.’s Floating Rate Note due 2027, which is incorporated herein incorporated by reference to Exhibit 4.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 16, 2024.

Exhibit 4.1 [Form of Floating Rate Note due 2027] UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (“DTC”) TO A NOMINEE OF DTC, OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC, OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR

Terms Agreement dated February 12, 2024 (incorporating the PepsiCo Singapore Underwriting Agreement Standard Provisions dated as of February 12, 2024) among the Issuer, PepsiCo and Deutsche Bank AG, Singapore Branch, Goldman Sachs (Singapore) Pte., Mizuho Securities (Singapore) Pte. Ltd. and Morgan Stanley Asia (Singapore) Pte., as Representatives of the several underwriters named therein.

Exhibit 1.1 PEPSICO SINGAPORE FINANCING I PTE. LTD. Issuer PEPSICO, INC. Guarantor Floating Rate Notes due 2027 4.650% Senior Notes due 2027 4.550% Senior Notes due 2029 4.700% Senior Notes due 2034 TERMS AGREEMENT February 12, 2024 To: PEPSICO SINGAPORE FINANCING I PTE. LTD. PEPSICO, INC. c/o PepsiCo, Inc. 700 Anderson Hill Road Purchase, New York 10577 Ladies and Gentlemen: We understand that PE

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): February 16, 2024 PepsiCo, Inc. (Ex

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): February 16, 2024 PepsiCo, Inc.

PEP / PepsiCo, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0110-pepsicoinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 11)* Name of issuer: PepsiCo Inc Title of Class of Securities: Common Stock CUSIP Number: 713448108 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pu

Calculation of Filing Fee Tables FORM S-3 (Form Type) PepsiCo Singapore Financing I Pte. Ltd. PepsiCo, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) PepsiCo Singapore Financing I Pte.

PepsiCo Singapore Financing I Pte. Ltd. Issuer PepsiCo, Inc. Guarantor Floating Rate Notes due 2027 4.650% Senior Notes due 2027 4.550% Senior Notes due 2029 4.700% Senior Notes due 2034

Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement Nos.

$1,750,000,000 PepsiCo Singapore Financing I Pte. Ltd. (UEN 202336290R) (incorporated as a private company limited by shares under the laws of the Republic of Singapore) PepsiCo, Inc. $300,000,000 Floating Rate Notes due 2027 $550,000,000 4.650% Seni

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(2)  File Nos. 333-277003 and 333-277003-01 PROSPECTUS SUPPLEMENT (To Prospectus Dated February 12, 2024) $1,750,000,000 PepsiCo Singapore Financing I Pte. Ltd. (UEN 202336290R) (incorporated as a private company limited by shares under the laws of the Republic of Singapore) Issuer PepsiCo, Inc. Guarantor $300,000,000 Floating Rate Notes due 2027 $55

Statement of eligibility on Form T-1 of U.S. Bank Trust Company, National Association with respect to the PepsiCo Singapore Indenture, dated as of February 12, 2024

Exhibit 25.2 UNITED STATES securities and exchange commission Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee ¨ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact Name of Trustee as Specified in its Charter) 91-18

Indenture dated as of February 12, 2024, among PepsiCo Singapore Financing I Pte. Ltd., as issuer, PepsiCo, Inc., as guarantor, and U.S. Bank Trust Company, National Association, as trustee, which is incorporated herein by reference to Exhibit 4.5 to PepsiCo, Inc.’s and PepsiCo Singapore Financing I Pte. Ltd.’s Registration Statement on Form S-3ASR filed with the Securities and Exchange Commission on February 12, 2024 (File No. 333-277003).

Exhibit 4.5 PEPSICO SINGAPORE FINANCING I PTE. LTD. as Issuer PEPSICO, INC. as Guarantor and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of February 12, 2024 Providing for Issuance of Debt Securities TABLE OF CONTENTS Page ARTICLE 1 Definitions and Other Provisions of General Application Section 1.01. Definitions 1 Section 1.02. Authorized Person Certificates and Op

Indenture dated as of February 12, 2024, between PepsiCo, Inc. and U.S. Bank Trust Company, National Association, as trustee, which is incorporated herein by reference to Exhibit 4.3 to PepsiCo, Inc.’s and PepsiCo Singapore Financing I Pte. Ltd.’s Registration Statement on Form S-3ASR filed with the Securities and Exchange Commission on February 12, 2024 (File No. 333-277003).

Exhibit 4.3 PEPSICO, INC. as Issuer and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of February 12, 2024 Providing for Issuance of Debt Securities TABLE OF CONTENTS Page Article 1 Definitions and Other Provisions of General Application Section 1.01. Definitions 1 Section 1.02. Officers’ Certificates and Opinions 6 Section 1.03. Form of Documents Delivered to Trustee

Statement of eligibility on Form T-1 of U.S. Bank Trust Company, National Association with respect to the PepsiCo Indenture, dated as of February 12, 2024

Exhibit 25.1 UNITED STATES securities and exchange commission Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee ¨ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact Name of Trustee as Specified in its Charter) 91-18

Form of terms agreement (debt securities) for PepsiCo Singapore Financing I Pte. Ltd. (included in exhibit 1.4)

Exhibits 1.3 and 1.4 PEPSICO SINGAPORE FINANCING I PTE. LTD. Issuer PEPSICO, INC. Guarantor Underwritten Securities (Debt Securities) PEPSICO SINGAPORE UNDERWRITING AGREEMENT STANDARD PROVISIONS As of February 12, 2024 From time to time, PEPSICO SINGAPORE FINANCING I PTE. LTD., a private company limited by shares incorporated under the laws of the Republic of Singapore (the “Issuer”), and PEPSICO,

As filed with the Securities and Exchange Commission on February 12, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on February 12, 2024 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-3ASR (Form Type) PepsiCo, Inc. PepsiCo Singapore Financing I Pte. Ltd. (Exact Name of Registrant as Specified in Its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type(1) Security Class Title(1) Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price per Unit Maximum Aggregate Offering Pri

PepsiCo Singapore Financing I Pte. Ltd. Board of Directors Resolutions Authorizing Officers of PepsiCo, Inc. and PepsiCo Singapore Financing I Pte. Ltd. to Establish the Terms of the Floating Rate Notes due 2027, the 4.650% Senior Notes due 2027, the 4.550% Senior Notes due 2029 and the 4.700% Senior Notes due 2034, which are incorporated herein by reference to Exhibit 4.10 to PepsiCo, Inc.’s and PepsiCo Singapore Financing I Pte. Ltd.’s Registration Statement on Form S-3ASR filed with the Securities and Exchange Commission on February 12, 2024 (File No. 333-277003).

Exhibit 4.10 Resolutions of PepsiCo Singapore Financing I Pte. Ltd.’s Board of Directors (Effective as of February 7, 2024) RESOLVED: That PepsiCo Singapore Financing I Pte. Ltd. (the “Issuer”) is hereby authorized to incur, or contract to incur, and from time to time to restructure, refund or refinance the same, indebtedness for borrowed money (the “Indebtedness”), upon such terms and conditions

SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS SUPPLEMENT DATED FEBRUARY 12, 2024

TABLE OF CONTENTS The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed.

PepsiCo Automatic Retirement Contribution Equalization Plan, as amended and restated effective as of January 1, 2023.*

Exhibit 10.11 PEPSICO AUTOMATIC RETIREMENT CONTRIBUTION EQUALIZATION PLAN Amended and Restated as of January 1, 2023 PepsiCo Automatic Retirement Contribution Equalization Plan Table of Contents ARTICLE I – FOREWORD 1 ARTICLE II – DEFINITIONS 2 ARC EQUALIZATION ACCOUNT; ACCOUNT 2 BENEFICIARY 2 CODE 2 COMPANY 2 DISTRIBUTION VALUATION DATE 2 EID PROGRAM 3 ELIGIBLE EMPLOYEE 3 EMPLOYEE 3 EMPLOYER 3 ER

2023 Form of Annual Long-Term Incentive Award Agreement (Stock Options / Restricted Stock Units).*

Exhibit 10.24 2023 PEPSICO ANNUAL LONG-TERM INCENTIVE AWARD STOCK OPTIONS / RESTRICTED STOCK UNITS TERMS AND CONDITIONS These Terms and Conditions (including the country-specific terms set forth in the attached Addendum), along with the 2023 PepsiCo Annual Long-Term Incentive Award Summary provided to the Participant (the “Award Summary”), and signed by the individual named on the Award Summary (t

PepsiCo Reports Fourth Quarter and Full-Year 2023 Results; Provides 2024 Financial Outlook; Announces Annual Dividend Increase Reported (GAAP) Fourth Quarter and Full-Year 2023 Results Fourth Quarter Full-Year Net revenue performance (0.5)% 5.9% Fore

Exhibit 99.1 PepsiCo Reports Fourth Quarter and Full-Year 2023 Results; Provides 2024 Financial Outlook; Announces Annual Dividend Increase Reported (GAAP) Fourth Quarter and Full-Year 2023 Results Fourth Quarter Full-Year Net revenue performance (0.5)% 5.9% Foreign exchange impact on net revenue (1.5)% (2)% Earnings per share (EPS) $0.94 $6.56 EPS change 152% 2% Foreign exchange impact on EPS (2)

PepsiCo Pension Equalization Plan (Plan Document for the 409A Program), as amended and restated effective as of January 1, 2023.*

Exhibit 10.10 PEPSICO PENSION EQUALIZATION PLAN (PEP) Plan Document for the Section 409A Program January 1, 2023 Restatement - i - PepsiCo Pension Equalization Plan –409A Program PEPSICO PENSION EQUALIZATION PLAN Table of Contents Page No. ARTICLE I Foreword 1 ARTICLE II Definitions and Construction 4 2.1 Definitions 4 Accrued Benefit 4 Actuarial Equivalent 4 Annuity 7 Annuity Starting Date 7 Cash

PepsiCo Executive Income Deferral Program (Plan Document for the 409A Program), amended and restated effective as of January 1, 2023

Exhibit 10.13 PEPSICO EXECUTIVE INCOME DEFERRAL PROGRAM Plan Document for the 409A Program Amended and Restated Effective as of January 1, 2023 TABLE OF CONTENTS ARTICLE I – INTRODUCTION 1 ARTICLE II – DEFINITIONS 2 2.01 Account: 2 2.02 Act: 2 2.03 Base Compensation: 2 2.04 Beneficiary: 2 2.05 Bonus Compensation: 2 2.06 Code: 3 2.07 Company: 3 2.08 Deferral Subaccount: 3 2.09 Disability: 3 2.10 Di

The PepsiCo International Retirement Plan Defined Contribution Program, as amended and restated effective as of January 1, 2023.*

Exhibit 10.7 THE PEPSICO INTERNATIONAL RETIREMENT PLAN DEFINED CONTRIBUTION PROGRAM (PIRP-DC) As Amended and Restated Effective as of January 1, 2023 TABLE OF CONTENTS ARTICLE I – HISTORY AND GENERAL INFORMATION 1 ARTICLE II – DEFINITIONS AND CONSTRUCTION 3 2.01 Definitions. 3 2.02 Construction. 7 ARTICLE III – MEMBERSHIP 9 3.01 Eligibility for Membership. 9 3.02 Admission to Membership. 9 3.03 Ac

2020 Form of Annual Long-Term Incentive Award Agreement (Stock Options / Restricted Stock Units / Performance Stock Units).*

Exhibit 10.22 2020 PEPSICO ANNUAL LONG-TERM INCENTIVE AWARD STOCK OPTIONS / RESTRICTED STOCK UNITS / PERFORMANCE STOCK UNITS TERMS AND CONDITIONS These Terms and Conditions (including the country-specific terms set forth in the attached Addendum), along with the 2020 PepsiCo Annual Long-Term Incentive Award Summary (an “Award Summary”) provided by the Plan Service Provider (as defined in Paragraph

PepsiCo, Inc. Compensation Recovery Policy for Covered Executives.

Exhibit 97 PepsiCo, Inc. Compensation Recovery Policy for Covered Executives Effective October 2, 2023 This Compensation Recovery Policy for Covered Executives (this “Policy”) has been adopted by the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of PepsiCo, Inc. (the “Corporation”) in accordance with the applicable requirements of Nasdaq Listing Rule 5608 (“Rule

Subsidiaries of PepsiCo, Inc.

EXHIBIT 21 PEPSICO, INC. SUBSIDIARIES (as of December 30, 2023) Entity Name Jurisdiction Alimentos del Istmo, S.A. Panama Alimentos Quaker Oats y Compania Limitada Guatemala Amavale Agricola Ltda. Brazil Anderson Hill Insurance Limited Bermuda Asia Bottlers Limited Hong Kong BAESA Capital Corporation Ltd. Cayman Islands Balmoral Industries LLC United States, Delaware Baltray Finance Unlimited Comp

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): February 9, 2024 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1183

Description of Securities.

Exhibit 4.70 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 As used below, the terms “PepsiCo,” the “Company,” “we,” “us,” and “our” refer to PepsiCo, Inc., as issuer of the following securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended: (i) common stock, par value one and two-thirds cents (1-2/3 cents)

Power of Attorney.

EXHIBIT 24 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that PepsiCo, Inc. (“PepsiCo”) and each other undersigned, an officer or director, or both, of PepsiCo, do hereby appoint David Flavell, Cynthia A. Nastanski and Heather A. Hammond, and each of them severally, its, his or her true and lawful attorney-in-fact to execute on behalf of PepsiCo and the undersigned the following documents and any

The PepsiCo International Retirement Plan Defined Benefit Program, as amended and restated effective as of January 1, 2023 (with additional amendments through December 31, 2023).*

Exhibit 10.6 THE PEPSICO INTERNATIONAL RETIREMENT PLAN DEFINED BENEFIT PROGRAM (PIRP-DB) As Amended and Restated Effective as of January 1, 2023 TABLE OF CONTENTS ARTICLE I - HISTORY AND GENERAL INFORMATION 1 ARTICLE II - DEFINITIONS AND CONSTRUCTION 3 2.01 Definitions. 3 2.02 Construction. 8 ARTICLE III - MEMBERSHIP 9 3.01 Eligibility for Membership. 9 3.02 Admission to Membership. 9 ARTICLE IV -

2021 Form of Annual Long-Term Incentive Award Agreement (Stock Options / Restricted Stock Units).*

Exhibit 10.23 2021 PEPSICO ANNUAL LONG-TERM INCENTIVE AWARD STOCK OPTIONS / RESTRICTED STOCK UNITS TERMS AND CONDITIONS These Terms and Conditions (including the country-specific terms set forth in the attached Addendum), along with the 2021 PepsiCo Annual Long-Term Incentive Award Summary provided to the Participant (the “Award Summary”), and signed by the individual named on the Award Summary (t

PEP / PepsiCo, Inc. / BlackRock Inc. Passive Investment

SC 13G 1 us7134481081012524.txt us7134481081012524.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: ) PEPSICO INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 713448108 - (CUSIP Number) December 31, 2023 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): January 16, 2024 PepsiCo, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): January 16, 2024 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2023 PepsiCo, Inc. (Exact name of registrant as specified in its charter) North Carolina 1-1183 13-1584302 (State or other jurisdiction of incorporatio

Form of 5.250% Senior Note due 2025, which is incorporated herein by reference to Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 13, 2023.

Exhibit 4.2 [Form of 5.250% Senior Note due 2025] UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (“DTC”) TO A NOMINEE OF DTC, OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC, OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR

Form of Floating Rate Note due 2024.

Exhibit 4.1 [Form of Floating Rate Note due 2024] UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (“DTC”) TO A NOMINEE OF DTC, OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC, OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR

Form of 5.125% Senior Note due 2026, which is incorporated herein by reference to Exhibit 4.3 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 13, 2023.

Exhibit 4.3 [Form of 5.125% Senior Note due 2026] UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (“DTC”) TO A NOMINEE OF DTC, OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC, OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR

Terms Agreement dated November 8, 2023 (incorporating the PepsiCo, Inc. Underwriting Agreement Standard Provisions dated as of November 18, 2019) between PepsiCo and BofA Securities, Inc., as Representative of the several underwriters named therein.

Exhibit 1.1 PEPSICO, INC. Floating Rate Notes due 2024 5.250% Senior Notes due 2025 5.125% Senior Notes due 2026 TERMS AGREEMENT November 8, 2023 To: PepsiCo, Inc. 700 Anderson Hill Road Purchase, New York 10577 Ladies and Gentlemen: We understand that PepsiCo, Inc., a North Carolina corporation (the “Company”), proposes to issue and sell $1,000,000,000 of its Floating Rate Notes due 2024 (the “20

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): November 13, 2023 (November 10, 202

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): November 13, 2023 (November 10, 2023) PepsiCo, Inc.

Calculation of Filing Fee Tables FORM S-3 (Form Type) PepsiCo, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) PepsiCo, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities The prospectus supplement to which this Exhibit is attached is a final prospectus for the related offerings. The maximum aggregate amount of those offerings is $2,499,275,000. Security Type Security Class Title Fee Calculation o

PepsiCo, Inc. Floating Rate Notes due 2024 5.250% Senior Notes due 2025 5.125% Senior Notes due 2026

Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No.

$2,500,000,000 PepsiCo, Inc. $1,000,000,000 Floating Rate Notes due 2024 $800,000,000 5.250% Senior Notes due 2025 $700,000,000 5.125% Senior Notes due 2026

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(2)  File No. 333-266332 PROSPECTUS SUPPLEMENT (To Prospectus Dated July 26, 2022) $2,500,000,000 PepsiCo, Inc. $1,000,000,000 Floating Rate Notes due 2024 $800,000,000 5.250% Senior Notes due 2025 $700,000,000 5.125% Senior Notes due 2026 We are offering $1,000,000,000 of our floating rate notes due 2024 (the “2024 floating rate notes”), $800,000,00

SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS SUPPLEMENT DATED NOVEMBER 8, 2023

TABLE OF CONTENTS The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): November 1, 2023 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 10, 2023 PepsiCo, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 10, 2023 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

Letter re: Unaudited Interim Financial Information.

EXHIBIT 15 Accountant’s Acknowledgement To the Shareholders and Board of Directors PepsiCo, Inc.

PepsiCo Reports Third-Quarter 2023 Results; Raises Full-Year EPS Guidance And Provides Initial 2024 Outlook Reported (GAAP) Third-Quarter and Year-to-Date 2023 Results Third-Quarter Year-to-Date Net revenue growth 6.7% 8.9% Foreign exchange impact on

Exhibit 99.1 PepsiCo Reports Third-Quarter 2023 Results; Raises Full-Year EPS Guidance And Provides Initial 2024 Outlook Reported (GAAP) Third-Quarter and Year-to-Date 2023 Results Third-Quarter Year-to-Date Net revenue growth 6.7% 8.9% Foreign exchange impact on net revenue (2)% (2)% Earnings per share (EPS) $2.24 $5.62 EPS change 15% (7)% Foreign exchange impact on EPS (2)% (2)% Organic/Core (no

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 9, 2023 (36 weeks) OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1183

Letter re: Unaudited Interim Financial Information.

EXHIBIT 15 Accountant’s Acknowledgement To the Shareholders and Board of Directors PepsiCo, Inc.

PepsiCo Reports Second-Quarter 2023 Results; Raises Full-Year Guidance Reported (GAAP) Second-Quarter and Year-to-Date 2023 Results Second-Quarter Year-to-Date Net revenue growth 10.4% 10.3% Foreign exchange impact on net revenue (2.5)% (2.5)% Earnin

Exhibit 99.1 PepsiCo Reports Second-Quarter 2023 Results; Raises Full-Year Guidance Reported (GAAP) Second-Quarter and Year-to-Date 2023 Results Second-Quarter Year-to-Date Net revenue growth 10.4% 10.3% Foreign exchange impact on net revenue (2.5)% (2.5)% Earnings per share (EPS) $1.99 $3.38 EPS change 93% (17)% Foreign exchange impact on EPS (2)% (2)% Organic/Core (non-GAAP)1 Second-Quarter and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 17, 2023 (24 weeks) OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1183 Pep

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 13, 2023 PepsiCo, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 13, 2023 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 Num

UNITED STATES SECURITIES AND EXCHANGE Washington, D.C. 20549 FORM 11-K ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1183 A. Full title of the plan and the address

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): May 26, 2023 PepsiCo, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): May 26, 2023 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 Numb

U.S. $4,200,000,000 364-DAY CREDIT AGREEMENT Dated as of May 26, 2023 PEPSICO, INC., as Borrower, THE LENDERS NAMED HEREIN, CITIBANK, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A. and BANK OF AMERICA, N.A., as Syndication Agent, CITIBANK,

Exhibit 99.1 EXECUTION COPY U.S. $4,200,000,000 364-DAY CREDIT AGREEMENT Dated as of May 26, 2023 among PEPSICO, INC., as Borrower, THE LENDERS NAMED HEREIN, CITIBANK, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A. and BANK OF AMERICA, N.A., as Syndication Agent, CITIBANK, N.A., JPMORGAN CHASE BANK, N.A. and BOFA SECURITIES, INC., as Joint Lead Arrangers and Joint Bookrunners TABLE OF CO

U.S. $4,200,000,000 FIVE YEAR CREDIT AGREEMENT Dated as of May 26, 2023 PEPSICO, INC., as Borrower, THE LENDERS NAMED HEREIN, CITIBANK, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A. and BANK OF AMERICA, N.A., as Syndication Agent, CITIBANK

Exhibit 99.2 EXECUTION COPY U.S. $4,200,000,000 FIVE YEAR CREDIT AGREEMENT Dated as of May 26, 2023 among PEPSICO, INC., as Borrower, THE LENDERS NAMED HEREIN, CITIBANK, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A. and BANK OF AMERICA, N.A., as Syndication Agent, CITIBANK, N.A., JPMORGAN CHASE BANK, N.A. and BOFA SECURITIES, INC., as Joint Lead Arrangers and Joint Bookrunners TABLE OF

.01 - Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form

Exhibit 1.01 PepsiCo, Inc. Conflict Minerals Report For the calendar year ended December 31, 2022 Introduction and Background This Conflict Minerals Report (this “Report”) of PepsiCo, Inc. (“PepsiCo”) was prepared pursuant to Rule 13p-1 (together with Form SD, the “Rule”) under the Securities Exchange Act of 1934, as amended. The Rule requires disclosure of certain information when a public compan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD Specialized Disclosure Report PepsiCo, Inc. (Exact name of registrant as specified in its charter) North Carolina 1-1183 13-1584302 (State or other jurisdiction of incorp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD Specialized Disclosure Report PepsiCo, Inc. (Exact name of registrant as specified in its charter) North Carolina 1-1183 13-1584302 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 700 Anderson Hill Road, Purchase, New York 10577 (Address of princ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): May 3, 2023 PepsiCo, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): May 3, 2023 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 Numbe

Letter re: Unaudited Interim Financial Information.

EXHIBIT 15 Accountant’s Acknowledgement To the Shareholders and Board of Directors PepsiCo, Inc.

2023 Form of Annual Long-Term Incentive Award Agreement (Performance Stock Units / Long-Term Cash Award), which is incorporated herein by reference to Exhibit 10.1 to PepsiCo, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 25, 2023.*

Exhibit 10.1 2023 PEPSICO ANNUAL LONG-TERM INCENTIVE AWARD PERFORMANCE STOCK UNITS / LONG-TERM CASH AWARD TERMS AND CONDITIONS These Terms and Conditions (including the country-specific terms set forth in the attached Addendum), along with the 2023 PepsiCo Annual Long-Term Incentive Award Summary provided to the Participant (the “Award Summary”), and signed by the individual named on the Award Sum

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 25, 2023 (12 weeks) OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1183 Pe

PepsiCo Reports First-Quarter 2023 Results; Raises Full-Year Guidance Reported (GAAP) First-Quarter 2023 Results First-Quarter Net revenue growth 10.2% Foreign exchange impact on net revenue (2.5)% Earnings per share (EPS) $1.40 EPS change (54)% Fore

Exhibit 99.1 PepsiCo Reports First-Quarter 2023 Results; Raises Full-Year Guidance Reported (GAAP) First-Quarter 2023 Results First-Quarter Net revenue growth 10.2% Foreign exchange impact on net revenue (2.5)% Earnings per share (EPS) $1.40 EPS change (54)% Foreign exchange impact on EPS (2)% Organic/Core (non-GAAP)1 First-Quarter 2023 Results First-Quarter Organic revenue growth 14.3% Core EPS $

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): April 25, 2023 PepsiCo, Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): April 25, 2023 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 Nu

United States Securities and Exchange Commission Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Pursuant to Rule 14a-103

United States Securities and Exchange Commission Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Pursuant to Rule 14a-103 Name of the Registrant: PepsiCo, Inc. Name of persons relying on exemption: National Legal and Policy Center Address of persons relying on exemption: 107 Park Washington Court, Falls Church, VA 22046 Written materials are submitted pursuant to Rule 14a-6(g) (1) promulgated

PepsiCo, Inc. (PEP) Vote Yes: Item #7 – Report on Risks of State Policies Restricting Reproductive Health Care Annual Meeting: May 3, 2023

Main Post Office, P.O. Box 751 www.asyousow.org Berkeley, CA 94704 BUILDING A SAFE, JUST, AND SUSTAINABLE WORLD SINCE 1992 Notice of Exempt Solicitation Pursuant to Rule 14a-103 Name of the Registrant: PepsiCo, Inc. (PEP) Name of persons relying on exemption: As You Sow Address of persons relying on exemption: Main Post Office, P.O. Box 751, Berkeley, CA 94704 Written materials are submitted pursu

United States Securities and Exchange Commission Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Pursuant to Rule 14a-103

United States Securities and Exchange Commission Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Pursuant to Rule 14a-103 Name of the Registrant: PepsiCo, Inc. Name of persons relying on exemption: National Legal and Policy Center Address of persons relying on exemption: 107 Park Washington Court, Falls Church, VA 22046 Written materials are submitted pursuant to Rule 14a-6(g) (1) promulgated

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

DEFINITIVE PROXY STATEMENT

Notice of 2023 Annual Meeting of Shareholders and Proxy Statement winning withAnnounced a 10% increase in our annualized dividend per share, which represents our 51st consecutive annual increase, effective with the expected June 2023 dividend payment1 PEPSICO 2023 PROXY STATEMENT Dear Fellow PepsiCo Shareholders: Ramon L.

Form of 4.450% Senior Note due 2033, which is incorporated herein by reference to Exhibit 4.4 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 15, 2023.

Exhibit 4.4 [Form of 4.450% Senior Note due 2033] UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (“DTC”) TO A NOMINEE OF DTC, OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC, OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR

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): February 15, 2023 PepsiCo, Inc. (Ex

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): February 15, 2023 PepsiCo, Inc.

Form of 4.650% Senior Note due 2053, which is incorporated herein by reference to Exhibit 4.5 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 15, 2023.

Exhibit 4.5 [Form of 4.650% Senior Note due 2053] UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (“DTC”) TO A NOMINEE OF DTC, OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC, OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR

Form of Floating Rate Note due 2026, which is incorporated herein by reference to Exhibit 4.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 15, 2023.

Exhibit 4.1 [Form of Floating Rate Note due 2026] UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (“DTC”) TO A NOMINEE OF DTC, OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC, OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR

Terms Agreement dated February 13, 2023 (incorporating the PepsiCo, Inc. Underwriting Agreement Standard Provisions dated as of November 18, 2019) among PepsiCo and BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC as Representatives of the several underwriters named therein.

Exhibit 1.1 PEPSICO, INC. Floating Rate Notes due 2026 4.550% Senior Notes due 2026 4.450% Senior Notes due 2028 4.450% Senior Notes due 2033 4.650% Senior Notes due 2053 TERMS AGREEMENT February 13, 2023 To: PepsiCo, Inc. 700 Anderson Hill Road Purchase, New York 10577 Ladies and Gentlemen: We understand that PepsiCo, Inc., a North Carolina corporation (the “Company”), proposes to issue and sell

Form of 4.550% Senior Note due 2026, which is incorporated herein by reference to Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 15, 2023.

Exhibit 4.2 [Form of 4.550% Senior Note due 2026] UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (“DTC”) TO A NOMINEE OF DTC, OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC, OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR

Form of 4.450% Senior Note due 2028, which is incorporated herein by reference to Exhibit 4.3 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 15, 2023.

Exhibit 4.3 [Form of 4.450% Senior Note due 2028] UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (“DTC”) TO A NOMINEE OF DTC, OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC, OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR

PepsiCo, Inc. Floating Rate Notes due 2026 4.550% Senior Notes due 2026 4.450% Senior Notes due 2028 4.450% Senior Notes due 2033 4.650% Senior Notes due 2053

Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No.

Calculation of Filing Fee Tables FORM S-3 (Form Type) PepsiCo, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

EX-FILING FEES 2 tm232558d4ex-107.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) PepsiCo, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities The prospectus supplement to which this Exhibit is attached is a final prospectus for the related offerings. The maximum aggregate amount of those offerings is $2,997,159,000.

$3,000,000,000 PepsiCo, Inc. $350,000,000 Floating Rate Notes due 2026 $500,000,000 4.550% Senior Notes due 2026 $650,000,000 4.450% Senior Notes due 2028 $1,000,000,000 4.450% Senior Notes due 2033 $500,000,000 4.650% Senior Notes due 2053

TABLE OF CONTENTS  Filed pursuant to Rule 424(b)(2)  File No. 333-266332 PROSPECTUS SUPPLEMENT (To Prospectus Dated July 26, 2022) $3,000,000,000 PepsiCo, Inc. $350,000,000 Floating Rate Notes due 2026 $500,000,000 4.550% Senior Notes due 2026 $650,000,000 4.450% Senior Notes due 2028 $1,000,000,000 4.450% Senior Notes due 2033 $500,000,000 4.650% Senior Notes due 2053 We are offering $350,000,000

SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS SUPPLEMENT DATED FEBRUARY 13, 2023

TABLE OF CONTENTS The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed.

BOXD / Boxed, Inc. Common Stock / PEPSICO INC - SC 13G/A Passive Investment

SC 13G/A 1 pepsicoschedule13ga-boxedi.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Boxed, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 103174108 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Chec

Subsidiaries of PepsiCo, Inc.

EXHIBIT 21 PEPSICO, INC. SUBSIDIARIES (as of December 31, 2022) Entity Name Jurisdiction Alimentos del Istmo, S.A. Panama Alimentos Quaker Oats y Compania Limitada Guatemala Amavale Agricola Ltda. Brazil Anderson Hill Insurance Limited Bermuda Asia Bottlers Limited Hong Kong BAESA Capital Corporation Ltd. Cayman Islands Balmoral Industries LLC United States, Delaware Bare Foods Co. United States,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1183

Description of Securities.

Exhibit 4.65 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 As used below, the terms “PepsiCo,” the “Company,” “we,” “us,” and “our” refer to PepsiCo, Inc., as issuer of the following securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended: (i) common stock, par value one and two-thirds cents (1-2/3 cents)

The PepsiCo International Retirement Plan Defined Contribution Program, as amended and restated effective as of January 1, 2022.*

Exhibit 10.7 THE PEPSICO INTERNATIONAL RETIREMENT PLAN DEFINED CONTRIBUTION PROGRAM (PIRP-DC) As Amended and Restated Effective as of January 1, 2022 TABLE OF CONTENTS ARTICLE I – HISTORY AND GENERAL INFORMATION 1 ARTICLE II – DEFINITIONS AND CONSTRUCTION 3 2.01 Definitions. 3 2.02 Construction. 7 ARTICLE III – MEMBERSHIP 9 3.01 Eligibility for Membership. 9 3.02 Admission to Membership. 9 3.03 Ac

Power of Attorney.

EXHIBIT 24 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that PepsiCo, Inc. (“PepsiCo”) and each other undersigned, an officer or director, or both, of PepsiCo, do hereby appoint David Flavell, Cynthia A. Nastanski and Heather A. Hammond, and each of them severally, its, his or her true and lawful attorney-in-fact to execute on behalf of PepsiCo and the undersigned the following documents and any

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): February 9, 2023 PepsiCo, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): February 9, 2023 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

PEP / PepsiCo, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: PepsiCo Inc. Title of Class of Securities: Common Stock CUSIP Number: 713448108 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule

PepsiCo Pension Equalization Plan (Plan Document for the 409A Program), as amended and restated effective as of January 1, 2022.*

Exhibit 10.10 PEPSICO PENSION EQUALIZATION PLAN (PEP) Plan Document for the Section 409A Program January 1, 2022 Restatement - i - PEPSICO PENSION EQUALIZATION PLAN Table of Contents Page No. ARTICLE I Foreword 1 ARTICLE II Definitions and Construction 4 2.1 Definitions 4 Accrued Benefit 4 Actuarial Equivalent 4 Annuity 7 Annuity Starting Date 7 Cashout Limit 7 Code 7 Company 7 Covered Compensatio

The PepsiCo International Retirement Plan Defined Benefit Program, as amended and restated effective as of January 1, 2023.*

Exhibit 10.6 THE PEPSICO INTERNATIONAL RETIREMENT PLAN DEFINED BENEFIT PROGRAM (PIRP-DB) As Amended and Restated Effective as of January 1, 2023 TABLE OF CONTENTS ARTICLE I - HISTORY AND GENERAL INFORMATION 1 ARTICLE II - DEFINITIONS AND CONSTRUCTION 3 2.01 Definitions. 3 2.02 Construction. 8 ARTICLE III - MEMBERSHIP 10 3.01 Eligibility for Membership. 10 3.02 Admission to Membership. 10 ARTICLE I

PepsiCo Reports Fourth Quarter and Full-Year 2022 Results; Provides 2023 Financial Outlook; Announces Annual Dividend Increase Reported (GAAP) Fourth Quarter and Full-Year 2022 Results Fourth Quarter Full-Year Net revenue growth 10.9% 8.7% Foreign ex

Exhibit 99.1 PepsiCo Reports Fourth Quarter and Full-Year 2022 Results; Provides 2023 Financial Outlook; Announces Annual Dividend Increase Reported (GAAP) Fourth Quarter and Full-Year 2022 Results Fourth Quarter Full-Year Net revenue growth 10.9% 8.7% Foreign exchange impact on net revenue (3)% (3)% Earnings per share (EPS) $0.37 $6.42 EPS change (61)% 17% Foreign exchange impact on EPS (1)% (2)%

PepsiCo Executive Income Deferral Program (Plan Document for the 409A Program), amended and restated effective as of January 1, 20

Exhibit 10.14 PEPSICO EXECUTIVE INCOME DEFERRAL PROGRAM Plan Document for the 409A Program Amended and Restated Effective as of January 1, 2022 TABLE OF CONTENTS ARTICLE I – INTRODUCTION 1 ARTICLE II – DEFINITIONS 2 2.01 Account: 2 2.02 Act: 2 2.03 Base Compensation: 2 2.04 Beneficiary: 2 2.05 Bonus Compensation: 2 2.06 Code: 3 2.07 Company: 3 2.08 Deferral Subaccount: 3 2.09 Disability: 3 2.10 Di

Regulation FD Disclosure, Financial Statements and Exhibits

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): December 12, 2022 PepsiCo, Inc.

NOTICE OF REDEMPTION Pepsi-Cola Metropolitan Bottling Company, Inc. 5.50% Notes Due May 15, 2035 (CUSIP No. 71343P AC5)1

EXHIBIT 99.2 NOTICE OF REDEMPTION Pepsi-Cola Metropolitan Bottling Company, Inc. 5.50% Notes Due May 15, 2035 (CUSIP No. 71343P AC5)1 NOTICE IS HEREBY GIVEN THAT, pursuant to the indenture dated as of August 15, 2003 (the ?Original Indenture?), relating to the 5.50% Notes Due May 15, 2035 (the ?Notes?), between PepsiAmericas, Inc. and Wells Fargo Bank Minnesota, National Association, as trustee, a

NOTICE OF REDEMPTION Pepsi-Cola Metropolitan Bottling Company, Inc. 7% Senior Notes Due 2029 (CUSIP No. 713409 AC4)1

EXHIBIT 99.1 NOTICE OF REDEMPTION Pepsi-Cola Metropolitan Bottling Company, Inc. 7% Senior Notes Due 2029 (CUSIP No. 713409 AC4)1 NOTICE IS HEREBY GIVEN THAT, pursuant to the indenture dated as of March 8, 1999 (the ?Original Indenture?), relating to the 7% Senior Notes Due 2029 (the ?Notes?), among The Pepsi Bottling Group, Inc., Bottling Group, LLC and The Chase Manhattan Bank, as trustee, as am

Regulation FD Disclosure, Financial Statements and Exhibits

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): November 9, 2022 PepsiCo, Inc.

EX-99.25

Form 25

LETTER

United States securities and exchange commission logo October 25, 2022 Hugh F. Johnston Chief Financial Officer PepsiCo, Inc. 700 Anderson Hill Road Purchase, NY 10577 Re: PepsiCo, Inc. Definitive Proxy Statement on Schedule 14A Filed March 24, 2022 File No. 001-01183 Dear Hugh F. Johnston: We have completed our review of your filing. We remind you that the company and its management are responsib

PepsiCo Reports Third-Quarter 2022 Results; Raises Full-Year Guidance Reported (GAAP) Third-Quarter and Year-to-Date 2022 Results Third-Quarter Year-to-Date Net revenue growth 8.8% 7.7% Foreign exchange impact on net revenue (3)% (3)% Earnings per sh

Exhibit 99.1 PepsiCo Reports Third-Quarter 2022 Results; Raises Full-Year Guidance Reported (GAAP) Third-Quarter and Year-to-Date 2022 Results Third-Quarter Year-to-Date Net revenue growth 8.8% 7.7% Foreign exchange impact on net revenue (3)% (3)% Earnings per share (EPS) $1.95 $6.04 EPS change 22% 33% Foreign exchange impact on EPS (3)% (2)% Organic/Core (non-GAAP)1 Third-Quarter and Year-to-Date

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 3, 2022 (36 weeks) OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1183

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 12, 2022 PepsiCo, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 12, 2022 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

Letter re: Unaudited Interim Financial Information.

EX-15 3 exhibit15-q32022.htm LETTER RE: UNAUDITED INTERIM FINANCIAL INFORMATION EXHIBIT 15 Accountant’s Acknowledgement To the Shareholders and Board of Directors PepsiCo, Inc.: We hereby acknowledge our awareness of the use of our report dated October 11, 2022 included within the Quarterly Report on Form 10-Q of PepsiCo, Inc. for the twelve and thirty-six weeks ended September 3, 2022 and incorpo

September 19, 2022

September 19, 2022 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington DC 20549 Att’n: Christopher Dunham Amanda Ravitz Re: PepsiCo, Inc.

LETTER

United States securities and exchange commission logo September 8, 2022 Hugh F. Johnston Chief Financial Officer PepsiCo, Inc. 700 Anderson Hill Road Purchase, NY 10577 Re: PepsiCo, Inc. Definitive Proxy Statement on Schedule 14A Filed March 24, 2022 File No. 001-01183 Dear Mr. Johnston: We have limited our review of your most recent definitive proxy statement to those issues we have addressed in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 PepsiCo, Inc. (Exact Name of Registrant as Sp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 PepsiCo, Inc. (Exact Name of Registrant as Specified in Its Charter) North Carolina 13-1584302 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 700 Anderson Hill Road

Statement of eligibility on Form T-1 of The Bank of New York Mellon with respect to the Indenture dated as of May 21, 2007

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ? THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York (Jurisdiction

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-3ASR (Form Type) PepsiCo, Inc. (Exact Name of Registrant as Specified in Its Charter) Table 1:?Newly Registered and Carry Forward Securities Security Type(1) Security Class Title(1) Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee C

Form of terms agreement (debt securities)

Exhibit 1.1 PEPSICO, INC. [IDENTIFY UNDERWRITTEN SECURITIES] TERMS AGREEMENT [date] To: PepsiCo, Inc. 700 Anderson Hill Road Purchase, New York 10577 Ladies and Gentlemen: We understand that PepsiCo, Inc., a North Carolina corporation (the ?Company?), proposes to issue and sell [identify Underwritten Securities] (the ?Underwritten Securities?) subject to the terms and conditions stated herein and

As filed with the Securities and Exchange Commission on July 26, 2022

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 26, 2022 Registration No.

Letter regarding unaudited interim financial information

Exhibit 15.1 Accountant?s Acknowledgment Board of Directors and Shareholders PepsiCo, Inc.: Re: Registration Statement on Form S-3 filed with the Securities and Exchange Commission With respect to the subject registration statement, we acknowledge our awareness of the incorporation by reference therein of our reports dated April 25, 2022 and July 11, 2022, related to our reviews of PepsiCo Inc. an

Form of 3.550% Senior Note due 2034, which is incorporated herein by reference to Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 22, 2022.

Exhibit 4.2 [Form of 3.550% Senior Note due 2034] 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, SOCI?T? ANONYME (?CLEARSTREAM,? AND TOGETHER WITH EUROCLEAR, ?EUROCLEAR / CLEARSTREAM?), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY C

Financial Statements and Exhibits, Other Events

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 22, 2022 PepsiCo, Inc.

Form of 3.200% Senior Note due 2029, which is incorporated herein by reference to Exhibit 4.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 22, 2022.

Exhibit 4.1 [Form of 3.200% Senior Note due 2029] 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, SOCI?T? ANONYME (?CLEARSTREAM,? AND TOGETHER WITH EUROCLEAR, ?EUROCLEAR / CLEARSTREAM?), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY C

Terms Agreement dated July 15, 2022 (incorporating the PepsiCo, Inc. Underwriting Agreement Standard Provisions dated as of November 18, 2019) among PepsiCo and the several underwriters named therein.

EX-1.1 2 tm2217640d5ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 PEPSICO, INC. 3.200% Senior Notes due 2029 3.550% Senior Notes due 2034 TERMS AGREEMENT July 15, 2022 To: PepsiCo, Inc. 700 Anderson Hill Road Purchase, New York 10577 Ladies and Gentlemen: We understand that PepsiCo, Inc., a North Carolina corporation (the “Company”), proposes to issue and sell £300,000,000 of its 3.200% Senior Notes due 2029

£750,000,000 PepsiCo, Inc. £300,000,000 3.200% Senior Notes due 2029 £450,000,000 3.550% Senior Notes due 2034

424B2 1 tm2217640-2424b2.htm 424B2 TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(2)  File No. 333-234767 PROSPECTUS SUPPLEMENT (To Prospectus Dated November 18, 2019) £750,000,000 PepsiCo, Inc. £300,000,000 3.200% Senior Notes due 2029 £450,000,000 3.550% Senior Notes due 2034 We are offering £300,000,000 of our 3.200% senior notes due 2029 (the “2029 notes”) and £450,000,000 of our 3.550% seni

Form of 4.200% Senior Note due 2052, which is incorporated herein by reference to Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2022.

Exhibit 4.2 [Form of 4.200% Senior Note due 2052] UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (?DTC?) TO A NOMINEE OF DTC, OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC, OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR

Form of 3.900% Senior Note due 2032, which is incorporated herein by reference to Exhibit 4.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2022.

Exhibit 4.1 [Form of 3.900% Senior Note due 2032] UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (?DTC?) TO A NOMINEE OF DTC, OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC, OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR

Calculation of Filing Fee Tables FORM S-3 (Form Type) PepsiCo, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) PepsiCo, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities The prospectus supplement to which this Exhibit is attached is a final prospectus for the related offerings. The maximum aggregate amount of those offerings is ?750,000,000. Security Type Security Class Title Fee Calculation or

Terms Agreement dated July 14, 2022 (incorporating the PepsiCo, Inc. Underwriting Agreement Standard Provisions dated as of November 18, 2019) among PepsiCo and Goldman Sachs & Co. LLC, Mizuho Securities USA LLC and Morgan Stanley & Co. LLC as Representatives of the several underwriters named therein.

Exhibit 1.1 PEPSICO, INC. 3.900% Senior Notes due 2032 TERMS AGREEMENT July 14, 2022 To: PepsiCo, Inc. 700 Anderson Hill Road Purchase, New York 10577 Ladies and Gentlemen: We understand that PepsiCo, Inc., a North Carolina corporation (the ?Company?), proposes to issue and sell $1,250,000,000 of its 3.900% Senior Notes due 2032 (the ?Underwritten Securities?) subject to the terms and conditions s

Financial Statements and Exhibits, Other Events

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 18, 2022 PepsiCo, Inc.

Terms Agreement dated July 14, 2022 (incorporating the PepsiCo, Inc. Underwriting Agreement Standard Provisions dated as of November 18, 2019) among PepsiCo and Goldman Sachs & Co. LLC, Mizuho Securities USA LLC and Morgan Stanley & Co. LLC as Representatives of the several underwriters named therein.

Exhibit 1.1 PEPSICO, INC. 3.600% Senior Notes due 2028 4.200% Senior Notes due 2052 TERMS AGREEMENT July 14, 2022 To: PepsiCo, Inc. 700 Anderson Hill Road Purchase, New York 10577 Ladies and Gentlemen: We understand that PepsiCo, Inc., a North Carolina corporation (the ?Company?), proposes to issue and sell $750,000,000 of its 3.600% Senior Notes due 2028 (the ?2028 Notes?) and $500,000,000 of its

Financial Statements and Exhibits, Other Events

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 18, 2022 PepsiCo, Inc.

Form of 3.600% Senior Note due 2028, which is incorporated herein by reference to Exhibit 4.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2022.

Exhibit 4.1 [Form of 3.600% Senior Note due 2028] UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (?DTC?) TO A NOMINEE OF DTC, OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC, OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR

PepsiCo, Inc. 3.900% Senior Notes due 2032

Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No.

$1,250,000,000 PepsiCo, Inc. 3.900% Senior Notes due 2032

TABLE OF CONTENTS ? Filed Pursuant to Rule 424(b)(2)? ?File No. 333-234767? PROSPECTUS SUPPLEMENT (To Prospectus Dated November 18, 2019) $1,250,000,000 PepsiCo, Inc. 3.900% Senior Notes due 2032 ? We are offering $1,250,000,000 of our 3.900% senior notes due 2032 (the ?notes?). The notes will bear interest at a fixed rate of 3.900% per annum and will mature on July 18, 2032. We will pay interest

$1,250,000,000 PepsiCo, Inc. $750,000,000 3.600% Senior Notes due 2028 $500,000,000 4.200% Senior Notes due 2052

TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(2)? ?File No. 333-234767? PROSPECTUS SUPPLEMENT (To Prospectus Dated November 18, 2019) $1,250,000,000 PepsiCo, Inc. $750,000,000 3.600% Senior Notes due 2028 $500,000,000 4.200% Senior Notes due 2052 ? We are offering $750,000,000 of our 3.600% senior notes due 2028 (the ?2028 notes?) and $500,000,000 of our 4.200% senior notes due 2052 (the ?2052

Calculation of Filing Fee Tables FORM S-3 (Form Type) PepsiCo, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) PepsiCo, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities The prospectus supplement to which this Exhibit is attached is a final prospectus for the related offerings. The maximum aggregate amount of those offerings is $1,248,445,000. Security Type Security Class Title Fee Calculation o

Calculation of Filing Fee Tables FORM S-3 (Form Type) PepsiCo, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) PepsiCo, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities The prospectus supplement to which this Exhibit is attached is a final prospectus for the related offering. The maximum aggregate amount of those offerings is $1,248,050,000. Security Type Security Class Title Fee Calculation or

SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS SUPPLEMENT DATED JULY 15, 2022

TABLE OF CONTENTS The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed.