百事美股招股说明书(2025-07-22版)

We are offering $750,000,000 of our 4.100% senior notes due 2029 (the “2029 notes”), $650,000,000of our 4.300% senior notes due 2030 (the “2030 notes”), $850,000,000 of our 4.650% senior notes due 2032(the “2032 notes”) and $1,250,000,000 of our 5.000% senior notes due 2035 (the “2035 notes,” and togetherwith the 2029 notes, the 2030 notes and the 2032 notes, the “notes”). The 2029 notes will bear interest at afixed rate of 4.100% per annum and will mature on January15, 2029. We will pay interest on the 2029 noteson January15 and July15 of each year until maturity, commencing January15, 2026. The 2030 notes willbear interest at a fixed rate of 4.300% per annum and will mature on July23, 2030. We will pay interest onthe 2030 notes on January23 and July23 of each year until maturity, commencing January23, 2026. The2032 notes will bear interest at a fixed rate of 4.650% per annum and will mature on July23, 2032. We willpay interest on the 2032 notes on January23 and July23 of each year until maturity, commencingJanuary23, 2026. The 2035 notes will bear interest at a fixed rate of 5.000% per annum and will mature onJuly23, 2035. We will pay interest on the 2035 notes on January23 and July23 of each year until maturity,commencing January23, 2026. We may redeem some or all of any series of notes at any time and from timeto time at the applicable redemption price for that series described herein. See “Description of Notes —Optional Redemption” in this prospectus supplement. The notes will be our unsecured obligations and willrank equally with all of our other unsecured senior indebtedness from time to time outstanding. The noteswill be issued only in registered form in denominations of $2,000 and integral multiples of $1,000 in excessthereof. (1)(2)Plus accrued interest from July 23, 2025, if settlement occurs after that date.The underwriters have agreed to reimburse us for certain expenses. See “Underwriting.” Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement or the accompanying prospectus istruthful or complete. Any representation to the contrary is a criminal offense. The notes will not be listed on any securities exchange. Currently there is no public market for thenotes. The notes will be ready for delivery in book-entry form only through The Depository Trust Company,Clearstream Banking,société anonyme, and Euroclear Bank, S.A./N.V., as operator of the Euroclear System,against payment in New York, New York on or about July 23, 2025. J.P. Morgan BofA Securities We have not authorized anyone to provide any information other than that contained or incorporated byreference in this prospectus supplement, the accompanying prospectus or in any free writing prospectusfiled by us with the U.S. Securities and Exchange Commission (the “SEC”). We take no responsibility for,and can provide no assurance as to the reliability of, any other information that others may give you. We arenot, and the underwriters are not, making an offer to sell the notes in any jurisdiction where the offer andsale is not permitted. You should not assume that the information contained in this prospectus supplement,the accompanying prospectus, any free writing prospectus or any document incorporated by reference isaccurate as of any date other than their respective dates. Our business, financial condition, results ofoperations and prospects may have changed since those dates. As used in this prospectus supplement, unless otherwise specified or where it is clear from the contextthat the term only means the issuer, the terms “PepsiCo,” the “Company,” “we,” “us,” and “our” refer toPepsiCo, Inc. and its consolidated subsidiaries. Our principal executive offices are located at 700 AndersonHill Road, Purchase, New York 10577, and our telephone number is (914) 253-2000. We maintain a websiteat www.pepsico.com where general information about us is available. We are not incorporating the contentsof the website into this prospectus supplement or the accompanying prospectus. TABLE OF CONTENTS Prospectus Supplement PageSpecial Note on Forward-Looking Statements and Risk FactorsS-1Notice to InvestorsS-1PepsiCo, Inc.S-2Risk FactorsS-4Use of ProceedsS-4Description of NotesS-5U.S. Federal Income Tax ConsiderationsS-11UnderwritingS-15Legal OpinionsS-21Independent Registered Public Accounting FirmS-21Where You Can Find More InformationS-22 Prospectus The Issuers1About This Prospectus1Where You Can Find More Information2Special Note on Forward-Looking Statements2Risk Factors3Use of Proceeds14Description of Common Stock15Description of Debt Securities18Description of Warrants39Description of Units39Forms of Securities40Enforcement of Civil Liabilities and Service of Process41Validity of Securities43Independent Registered Public Accounting Firm43 SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS AND RISK FACTORS Certain sections of this