PEP 8-K: Smart Summary

PepsiCo, Inc. announced and completed a euro-denominated senior notes offering on February 4, 2026, issuing four tranches of notes with an aggregate principal amount of €2,500,000,000, settling on February 11, 2026, with net proceeds of approximately €2,482 million to be used for general corporate purposes including repayment of commercial paper.

• Tranche 1: €500,000,000 Floating Rate Notes due February 11, 2028; coupon: three-month EURIBOR plus 0.230% (floor of zero); interest paid quarterly commencing May 11, 2026; issued at 100.000% of principal; ISIN XS3291116369
• Tranche 2: €650,000,000 3.300% Senior Notes due February 11, 2034; interest paid annually commencing February 11, 2027; issued at 99.972% of principal; make-whole call prior to November 11, 2033 at comparable government bond rate plus 10 basis points; par call on or after November 11, 2033; ISIN XS3291117417
• Tranche 3: €850,000,000 3.700% Senior Notes due February 11, 2038; interest paid annually commencing February 11, 2027; issued at 99.885% of principal; make-whole call prior to November 11, 2037 at comparable government bond rate plus 15 basis points; par call on or after November 11, 2037; ISIN XS3291117680
• Tranche 4: €500,000,000 4.150% Senior Notes due February 11, 2047; interest paid annually commencing February 11, 2027; issued at 99.339% of principal; make-whole call prior to August 11, 2046 at comparable government bond rate plus 15 basis points; par call on or after August 11, 2046; ISIN XS3291118068
• All Notes are unsecured obligations ranking equally with all other unsecured senior indebtedness of PepsiCo; minimum denomination €100,000 and integral multiples of €1,000
• Net proceeds to PepsiCo before expenses: €498,750,000 (2028 FRN), €647,055,500 (2034), €844,772,500 (2038), €493,570,000 (2047); total net proceeds approximately €2,482 million after underwriting discounts and estimated offering expenses; use of proceeds: general corporate purposes including repayment of commercial paper
• Joint book-running managers: BNP PARIBAS, Goldman Sachs & Co. LLC, Mizuho International plc, Morgan Stanley & Co. International plc; Notes issued under Indenture dated February 12, 2024 with U.S. Bank Trust Company, National Association as Trustee; PepsiCo intends to list Notes on the Nasdaq Bond Exchange within 30 days of issuance