PepsiCo Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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| Item 8.01. | Other Events. |
PepsiCo Senior Notes Offering.
On July 21, 2025, PepsiCo, Inc. (“PepsiCo”) announced an offering of $750,000,000 aggregate principal amount of its 4.100% Senior Notes due 2029 (the “2029 Notes”), $650,000,000 aggregate principal amount of its 4.300% Senior Notes due 2030 (the “2030 Notes”), $850,000,000 aggregate principal amount of its 4.650% Senior Notes due 2032 (the “2032 Notes”) and $1,250,000,000 aggregate principal amount of its 5.000% Senior Notes due 2035 (the “2035 Notes,” and together with the 2029 Notes, 2030 Notes and 2032 Notes, the “Notes”). BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC were joint book-running managers for the offering of the Notes.
PepsiCo received net proceeds of approximately $3,484 million, after deducting underwriting discounts and estimated offering expenses payable by PepsiCo. The net proceeds will be used for general corporate purposes, including the repayment of commercial paper.
The Notes were offered and sold pursuant to a Terms Agreement (the “Terms Agreement”) dated July 21, 2025 (incorporating the PepsiCo, Inc. Underwriting Agreement Standard Provisions dated as of November 18, 2019 (the “Standard Provisions”)) among PepsiCo and the representatives of the several underwriters, under PepsiCo’s automatic shelf registration statement on Form S-3 (File No. 333-277003), filed with the Securities and Exchange Commission (the “SEC”) on February 12, 2024 (the “Registration Statement”). PepsiCo has filed with the SEC a prospectus supplement, dated July 21, 2025, together with the accompanying prospectus, dated February 12, 2024, relating to the offer and sale of the Notes. The Notes were issued on July 23, 2025 pursuant to an Indenture (the “Indenture”) dated as of February 12, 2024 between PepsiCo and U.S. Bank Trust Company, National Association, as Trustee. The following table summarizes information about the Notes and the offering thereof.
| 4.100% Senior Notes due 2029 | 4.300% Senior Notes due 2030 | 4.650% Senior Notes due 2032 | 5.000% Senior Notes due 2035 | |||||
| Aggregate Principal Amount Offered: | $750,000,000 | $650,000,000 | $850,000,000 | $1,250,000,000 | ||||
| Maturity Date: | January 15, 2029 | July 23, 2030 | July 23, 2032 | July 23, 2035 | ||||
| Interest Payment Dates: | Semi-annually in arrears on each January 15 and July 15, commencing January 15, 2026 | Semi-annually in arrears on each January 23 and July 23, commencing January 23, 2026 | Semi-annually in arrears on each January 23 and July 23, commencing January 23, 2026 | Semi-annually in arrears on each January 23 and July 23, commencing January 23, 2026 | ||||
| Coupon: | 4.100% | 4.300% | 4.650% | 5.000% | ||||
| Optional Redemption: | Prior to December 15, 2028, make-whole call at Treasury Rate plus 5 basis points; par call at any time on or after December 15, 2028 | Prior to June 23, 2030, make-whole call at Treasury Rate plus 10 basis points; par call at any time on or after June 23, 2030 | Prior to May 23, 2032, make-whole call at Treasury Rate plus 10 basis points; par call at any time on or after May 23, 2032 | Prior to April 23, 2035, make-whole call at Treasury Rate plus 10 basis points; par call at any time on or after April 23, 2035 | ||||
| Price to Public: | 99.879% | 99.822% | 99.970% | 99.984% |
The Notes are unsecured obligations of PepsiCo and rank equally with all of PepsiCo’s other unsecured senior indebtedness. The Indenture also contains customary event of default provisions.
The above description of the Terms Agreement, the Indenture and the Notes is qualified in its entirety by reference to the Terms Agreement, the Indenture and the forms of Notes. Each of the Terms Agreement, the Standard Provisions and the forms of the 2029 Note, the 2030 Note, the 2032 Note and the 2035 Note is incorporated by reference into the Registration Statement and is filed with this Current Report on Form 8-K as Exhibit 1.1, Exhibit 1.2, Exhibit 4.1, Exhibit 4.2, Exhibit 4.3 and Exhibit 4.4, respectively. The Board of Directors resolutions authorizing PepsiCo’s officers to establish the terms of the Notes have been filed as Exhibit 4.9 to the Registration Statement. The Indenture has been filed as Exhibit 4.3 to the Registration Statement. Opinions regarding the legality of the Notes are incorporated by reference into the Registration Statement and are filed with this Current Report on Form 8-K as Exhibits 5.1 and 5.2; and consents relating to such incorporation of such opinions are incorporated by reference into the Registration Statement and are filed with this Current Report on Form 8-K as Exhibits 23.1 and 23.2 by reference to their inclusion within Exhibits 5.1 and 5.2, respectively.
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| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| 4.1 | Form of 4.100% Senior Note due 2029. |
| 4.2 | Form of 4.300% Senior Note due 2030. |
| 4.3 | Form of 4.650% Senior Note due 2032. |
| 4.4 | Form of 5.000% Senior Note due 2035. |
| 5.1 | Opinion of Davis Polk & Wardwell LLP. |
| 5.2 | Opinion of Womble Bond Dickinson (US) LLP. |
| 23.1 | Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1). |
| 23.2 | Consent of Womble Bond Dickinson (US) LLP (included in Exhibit 5.2). |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: July 23, 2025 |
PepsiCo, Inc.
| ||
| By: |
/s/ Cynthia A. Nastanski | ||
| Name: | Cynthia A. Nastanski | ||
| Title: | Senior Vice President, Corporate Law and Deputy Corporate Secretary | ||
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