百事美股招股说明书(2026-02-05版)

We are offering €500,000,000 of our floating rate notes due 2028 (the “2028 floating rate notes”), as well as €650,000,000 of our 3.300% senior notes due 2034(the“2034 notes”), €850,000,000 of our 3.700% senior notes due 2038 (the “2038 notes”) and €500,000,000 of our 4.150% senior notes due 2047 (the “2047 notes,” andtogether with the 2034 notes and 2038 notes, the “fixed rate notes”). The 2028 floating rate notes and the fixed rate notes are collectively referred to herein as the “notes.”The 2028 floating rate notes will bear interest at a rate equal to the Applicable EURIBOR Rate (as defined herein, based on the three-month EURIBOR) plus 0.230% perannum and will mature on February11, 2028. We will pay interest on the 2028 floating rate notes on February11, May11, August11 and November11 of each year untilmaturity, commencing May11, 2026. We may redeem the 2028 floating rate notes in whole, but not in part, at any time if certain events occur involving changes in U.S.taxation as described in this prospectus supplement and the accompanying prospectus, at the redemption prices described in this prospectus supplement and theaccompanying prospectus. The 2034 notes will bear interest at a fixed rate of 3.300% per annum and will mature on February11, 2034. We will pay interest on the 2034notes on February11 of each year until maturity, commencing February11, 2027. The 2038 notes will bear interest at a fixed rate of 3.700% per annum and will mature onFebruary11, 2038. We will pay interest on the 2038 notes on February11 of each year until maturity, commencing February11, 2027. The 2047 notes will bear interest at afixed rate of 4.150% per annum and will mature on February11, 2047. We will pay interest on the 2047 notes on February11 of each year until maturity, commencingFebruary11, 2027. We may redeem some or all of any series of the fixed rate notes at any time and from time to time, or redeem any series of the fixed rate notes in whole,but not in part, at any time if certain events occur involving changes in U.S. taxation as described in this prospectus supplement and the accompanying prospectus, at theredemption prices described in this prospectus supplement and the accompanying prospectus. The notes will be our unsecured obligations and will rank equally with all ofour other unsecured senior indebtedness from time to time outstanding. The notes will be issued only in registered form in minimum denominations of €100,000 andintegral multiples of €1,000 in excess thereof. (1)Plus accrued interest from February 11, 2026, if settlement occurs after that date. (2)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 or disapproved of these securities or determined if this prospectussupplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. We intend to apply to list the notes on the Nasdaq Bond Exchange. We expect trading in the notes on the Nasdaq Bond Exchange to begin within 30days after theoriginal issue date. Currently, there is no public market for the notes. The notes will be ready for delivery in book-entry form only through Clearstream Banking,société anonyme, and Euroclear Bank, S.A./N.V., as operator of theEuroclear System, against payment in immediately available funds on or about February 11, 2026. US Bancorp 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 Page