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
Purchase, New York 10577
(Address of Principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title
of Each Class |
Name
of Each Exchange on Which |
3.450%
Senior Notes due 2037 |
The Nasdaq Stock Market LLC The Nasdaq Stock Market LLC |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. ¨
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨
Securities Act registration statement or Regulation A offering statement file number to which this form relates:
333-277003
(if
applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
PepsiCo, Inc. (the “Company”) has filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) under the Securities Act of 1933 a prospectus supplement dated July 21, 2025 (the “Prospectus Supplement”) to a prospectus dated February 12, 2024 (the “Prospectus”) contained in the Company’s effective Registration Statement on Form S-3 (File No. 333-277003), which Registration Statement was filed with the Commission on February 12, 2024, relating to the securities to be registered hereunder. The Company incorporates by reference the Prospectus and the Prospectus Supplement to the extent set forth below.
| Item 1. | Description of Registrant’s Securities to Be Registered |
The information required by this item is incorporated by reference to the information contained in the sections captioned “Description of Notes” and “U.S. Federal Income Tax Considerations” in the Prospectus Supplement and “Description of Debt Securities” in the Prospectus.
| Item 2. | Exhibits |
| 4.2 | Form of 3.450% Senior Note due 2037 (incorporated herein by reference to Exhibit 4.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Commission on July 28, 2025). |
| 4.3 | Form of 4.050% Senior Note due 2055 (incorporated herein by reference to Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Commission on July 28, 2025). |
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
| PepsiCo, Inc. | ||
| By: | /s/ Cynthia A. Nastanski | |
| Name: | Cynthia A. Nastanski | |
| Title: | Senior Vice President, Corporate Law and Deputy Corporate Secretary | |
Date: July 28, 2025
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