PepsiCo (PEP) 10-K risk factor changes: FY2025 vs FY2024

Consumer preferences continuously evolve due to a variety of factors, including: changes in consumer demographics, consumption [removed: patterns,] [added: patterns (including increased food purchased away-from-home),] diet (whether due to changes in consumer behavior and eating habits, increasing use of weight-loss [removed: drugs] [added: drugs, such as GLP-1 medications,] or other factors) and channel preferences (including continued increases in the e-commerce and online-to-offline [removed: channels);] [added: channels and use of artificial intelligence shopping agents that autonomously select products that may not be ours);] pricing (including the effective impact of [added: tariffs and] taxes imposed on the manufacture, distribution or sale of certain of our products as a result of ingredients contained in such products); [added: affordability pressures and] changes in consumer spending patterns (including if consumers switch to private label or lower-priced product offerings); [added: changes in funding for or restrictions on the inclusion of our products in benefit programs, such as the Supplemental Nutrition Assistance Program (SNAP) in the United States;] product quality; [added: product functionality (including products high in protein or fiber-enriched);] concerns or perceptions regarding packaging and its environmental impact (such as single-use and other plastic packaging); concerns or perceptions regarding the [added: processing,] nutrition profile and health effects of, or location of origin of, ingredients or substances in our products or packaging, including due to [added: public statements by government officials, increased litigation, changes in regulations, regulatory scrutiny or] the results of third-party studies (whether or not scientifically valid); and concerns or perceptions regarding our workforce policies and initiatives.

Concerns with any of the foregoing [removed: could] [added: have affected and may continue to affect consumer behaviors and can] lead consumers to reduce or publicly boycott the purchase or consumption of our products.

Pandemics, epidemics or other disease outbreaks and geopolitical events and tensions, wars and other military [removed: conflicts, including the ongoing] conflicts [removed: in Ukraine and the Middle East,] have also impacted and could continue to impact consumer preferences and demand for our products, including negative consumer sentiment toward non-local products.

In addition, our business operations, including our supply chain, are subject to disruption by geopolitical events and tensions, wars and other military conflicts, natural disasters, pandemics, epidemics or other events beyond [removed: our control that could negatively impact product availability and decrease demand for our products if our crisis management plans do not effectively mitigate these issues.]

Maintaining a positive reputation globally is [removed: critical] [added: important] to [removed: selling] our [removed: products.][added: business.]

Our reputation or brand image has in the past been, and could in the future be, adversely impacted by a variety of factors, including: any failure by us, our business partners, or other actors in our supply chain to maintain high ethical, business and environmental, social and governance practices, including with respect to human rights, child labor, workforce policies and initiatives, workplace conditions and employee health and safety; any failure, or [removed: perception of a] [added: perceived] failure, to achieve or make sufficient progress toward our environmental, social and governance goals, or any revisions of or negative perception toward such goals, including with respect to the nutrition profile of our products, packaging, water use, our impact on the environment and our workforce policies and initiatives; any [added: difficulties executing our strategic initiatives; any] failure to address health or other concerns about our products, products we distribute, certain brands licensed to and distributed to third parties (including alcoholic beverages), or particular ingredients [added: or substances] in our products, including concerns [added: or perceptions] regarding whether certain of our products are [removed: “ultra-processed”] [added: “ultra-processed,” contain certain ingredients] or [added: substances or] otherwise contribute to obesity and other health conditions or an increase in public health costs; our research and development efforts; any product quality or safety issues, including the recall of any of our products; any failure to comply with laws and regulations; consumer perception of our advertising campaigns, sponsorship arrangements, marketing programs, use of social media and our response to political and social issues, geopolitical events and tensions, wars and other military conflicts, [removed: including the ongoing conflicts in Ukraine and the Middle East,] or catastrophic events; or any failure to effectively respond to negative or inaccurate comments about us on social media or otherwise regarding any of the foregoing.

Product quality or safety issues identified by us or governmental authorities have in the past and could in the future also reduce consumer confidence and demand for our products, cause production and delivery disruptions, including as a result of temporary or permanent closure of manufacturing plants or facilities, [removed: and] result in increased costs (including payment of fines and/or judgments, cleaning and remediation costs and legal fees, and costs associated with alternative sources of production) and damage our reputation (or the reputation of joint ventures in which we have an interest), particularly as we or our joint ventures continue to expand into new categories, all of which can adversely affect our business.

Any perception or allegation (whether or not valid) of failure to maintain adequate oversight over product quality or safety can result in product recalls, litigation, government investigations, inspections or inquiries or civil or criminal proceedings, all of which may result in fines, penalties, [removed: damages or] [added: damages,] criminal [removed: liability.][added: liability, damage to our reputation or changes in consumer demand.]

[removed: Our business can also be adversely affected if consumers lose confidence in product] quality, safety and integrity generally, even if such loss of confidence is unrelated to products in our portfolio.

Our business can be adversely affected if [added: our strategy is not effective, if] we [added: fail to achieve the commercial and financial priorities announced during 2025 to improve our marketplace competitiveness and financial performance, including in our North American businesses, if we] are unable to effectively promote or develop our existing products or introduce and effectively market new [removed: products,] [added: products (including in response to increased consumer demand for products with certain attributes, functional benefits, ingredients or nutrition profiles),] if we are unable to effectively digitalize our operations and adopt new technologies, including artificial intelligence and data analytics to develop new commercial insights and improve operating efficiencies, if we are unable to continuously strengthen and evolve our capabilities in digital marketing, if our competitors spend more aggressively or effectively than we do, if our competitors are more successful than us in shifting to products that are less [removed: effected] [added: affected] by the impact of taxes imposed as a result of ingredients contained in such products, or if we are otherwise unable to effectively respond to supply disruptions, pricing pressure (including as a result of commodity inflation) or otherwise compete effectively, and we may be unable to grow or maintain sales or category share or we may need to increase capital, marketing or other expenditures.

Lack of available water of acceptable quality, actions by governmental and non-governmental organizations, investors, customers and consumers on water scarcity and increasing pressure to conserve and replenish water in areas of scarcity and stress, including due to the effects of climate change, can lead to: supply chain disruption; adverse effects on our operations or the operations of our business partners; higher compliance costs; increased capital expenditures (including investments in the development of technologies to enhance water efficiency and reduce consumption); higher production costs, including less favorable pricing for water; the interruption or cessation of operations at, or relocation of, our facilities or the facilities of our business partners; failure to achieve our goals relating to water use; perception of our failure to act responsibly with [added: respect to water use or to effectively respond to legal or regulatory requirements concerning water scarcity; or damage to our reputation, any of which can adversely affect our business.]

In addition, our business can be adversely affected if we are unable to profitably expand [removed: our own] direct-to-consumer e-commerce capabilities.

In this changing retail landscape, retailers and buying groups [removed: have impacted and may continue to impact our ability to compete in these jurisdictions by demanding lower prices or increased promotional programs,] [added: are shifting traditional value propositions,] removing our products or otherwise reducing shelf space allocated to our products and focusing on introducing and developing private-label brands.

[removed: The increasing power of retailers and consolidation] [added: These changing conditions] may also adversely impact [added: how] our [removed: other customers’ ability to] [added: customers] compete [removed: effectively] in the [removed: market] [added: markets] in which they operate, which may in turn affect [removed: orders] [added: purchasing patterns] of our products.

[removed: Our inability to resolve a significant dispute with any of our key customers, a] [added: A] change in the business [removed: condition] [added: conditions] (financial or otherwise) of any of our key customers, even if unrelated to us, a significant reduction in sales to any key customer, or the loss of any of our key customers has adversely affected and can continue to adversely affect our business.

Many of the raw materials and supplies used in the production of our products are sourced from countries experiencing war [removed: and] [added: or] other military conflict, acts of terrorism, civil unrest, political instability or unfavorable economic conditions.

There can be no assurance that we will be able to maintain favorable arrangements and relationships with suppliers or that our contingency plans will be effective to mitigate disruptions that may arise from shortages or discontinuation of any raw materials and other supplies that we use in the manufacture, production and distribution of our products or from operational or financial [removed: instability of our key suppliers.]

The raw materials and other supplies, including agricultural commodities, fuel and packaging materials, such as recycled PET, transportation, labor and other supply chain inputs that we use for the manufacturing, production and distribution of our products are subject to price volatility and fluctuations in availability caused by many factors, including changes in supply and demand, supplier capacity constraints, inflation, weather conditions (including potential effects of climate change), fire, natural [added: disasters, disease or pests (including the impact of greening disease on the citrus industry), agricultural uncertainty, health epidemics or pandemics or other contagious outbreaks, labor shortages or changes in availability of our or our business partners’ workforce, strikes or work stoppages (including by railway workers or other third parties involved in the manufacture, production and distribution of our products), governmental incentives and controls and import/export restrictions, such as new, expanded or retaliatory tariffs, sanctions, quotas or trade barriers, port congestions or delays, transport capacity constraints, cybersecurity incidents or other disruptions, loss or impairment of key manufacturing sites, political uncertainties, geopolitical events and tensions, wars and other military conflicts, acts of terrorism, governmental instability or currency exchange rates.]

[removed: Even as certain inflationary pressures moderated, we] [added: We] continued to experience volatility in our commodity, packaging and transportation costs during [removed: 2024,] [added: 2025,] which may continue.

[removed: Political,] [added: The impact from political,] social and geopolitical conditions in the markets in which our products are sold [removed: have] [added: has] been and could continue to be difficult to predict, resulting in adverse effects on our business.

The results of elections, referendums or other political conditions (including government shutdowns), geopolitical events and tensions, wars and other military conflicts (such as the ongoing [removed: conflicts] [added: conflict] in Ukraine and [removed: the Middle East)] [added: recent intervention] in [added: Venezuela) in] these markets have in the past impacted and could continue to impact how existing laws, regulations and government programs or policies are implemented or result in uncertainty as to how such laws, regulations, programs or policies may change, including with respect to the negotiation of new trade agreements, new, expanded or retaliatory tariffs against certain countries or covering certain products or ingredients (including [removed: recent] U.S. tariffs imposed or threatened to be imposed on China, [added: the European Union,] Canada and Mexico and other countries and any retaliatory actions taken by such countries), sanctions, environmental and climate change regulations, taxes, benefit [removed: programs,] [added: programs (including any changes to governmental subsidies provided to our consumers such as SNAP in] the [added: United States), the] movement of goods, services and people between countries, relationships between countries, customer or consumer perception of a particular country or its government and other matters.

[added: Our business in these markets has been and could continue in the] future to be impacted by economic, political and social conditions; geopolitical conflicts or tensions, acts of war, terrorist acts, and civil unrest, including demonstrations and protests; competition; tariffs, sanctions or other regulations restricting contact with certain countries in these markets; foreign ownership restrictions; nationalization of our assets or the assets of our business partners; government-mandated closure, or threatened closure, of our operations or the operations of our business partners; restrictions on the import or export of our products or ingredients or substances used in our products; highly inflationary economies; devaluation or fluctuation or demonetization of currency; regulations on the transfer of funds to and from foreign countries, currency controls or other currency exchange restrictions, which result in significant cash balances in foreign countries, from time to time, or can significantly affect our ability to effectively manage our operations in certain of these markets and can result in the deconsolidation of such businesses; the lack of well-established or reliable legal systems; increased costs of doing business due to compliance with complex foreign and U.S. laws and regulations that apply to our international operations, including the Foreign Corrupt Practices Act, the U.K. Bribery Act and the Trade Sanctions Reform and Export Enhancement Act; and adverse consequences, such as the assessment of fines or penalties, for any failure to comply with laws and regulations.

Many of the jurisdictions in which our products are sold have experienced and could continue to experience uncertain or unfavorable economic conditions, such as high inflation and adverse changes in interest rates, tax laws or tax [removed: rates,] [added: rates and new, expanded or retaliatory tariffs,] including as a result of geopolitical events and tensions.

Our business has in the past and could in the future be negatively affected by [removed: system shutdowns, degraded systems performance,] [added: security incidents,] systems disruptions or [removed: security incidents.][added: shutdowns or degraded systems performance.]

These [removed: disruptions or] incidents [added: or disruptions] may be caused by cyberattacks and other cyber incidents, network or power outages, software, equipment or telecommunications failures, the unintentional or malicious actions of employees or contractors, natural disasters, fires or other catastrophic events.

Cyberattacks and other cyber incidents are occurring more frequently, [added: and] the techniques used to gain access to information technology systems and data, disable or degrade service or sabotage systems are constantly evolving and becoming more sophisticated in nature and are being carried out by groups and individuals with a wide range of expertise and motives.

[removed: For example, malicious actors have employed and] could continue to employ the information technology supply chain to introduce malware through software updates or compromised supplier accounts or hardware and exploit known or unknown hardware or software vulnerabilities in our systems or the systems of our vendors and third-party service providers.

[added: While we believe we devote significant resources to network security, disaster recovery,] employee training and other measures to secure our information technology systems and prevent unauthorized access to or loss of data, there are no guarantees that they will be adequate to safeguard against all cyber incidents, systems disruptions, system compromises or misuses of data.

The success of these [removed: transactions, including our recent acquisition of Garza Food Ventures LLC (Siete),] [added: transactions] is dependent upon, among other things, our ability to realize the full extent of the expected returns, benefits, cost savings or synergies as a result of a transaction, within the anticipated time frame, or at all; and receipt of necessary consents, clearances and approvals.

In addition, failure to successfully complete or manage strategic transactions may impede our efforts to shift our portfolio to include new products that are less affected by the impact of ingredient-based taxes or other regulatory [removed: actions.][added: actions or scrutiny.]

Depending on the function involved, such errors can also lead to business disruption, systems performance degradation, processing inefficiencies or other systems disruptions, the loss of or damage to intellectual property or sensitive data through security breaches or otherwise, incorrect or adverse effects on financial reporting, litigation, claims, legal or regulatory proceedings, inquiries or investigations, fines or penalties, [added: remediation costs, damage to our reputation or have a negative impact on employee morale, all of which can adversely affect our business.]

In addition, we continue on our multi-year phased business transformation initiative to migrate certain aspects of our systems, including our financial processing systems, to enterprise-wide systems solutions and have deployed these systems in certain countries and [removed: divisions.][added: segments.]

Also, there is [removed: an increased] [added: continued] focus in many jurisdictions in which our products are made, manufactured, distributed or sold regarding environmental policies relating to climate change, biodiversity loss, deforestation, regulating greenhouse gas emissions, energy policies and sustainability, including single-use plastics.

In addition, there can be no assurance that we will achieve our sustainability [removed: goal,] [added: goals,] which will require significant effort and resources from us and other stakeholders, such as our suppliers and other third parties, governmental entities, and the development of technology that may not currently exist or exist at scale.

Further, developing and collecting, measuring and reporting sustainability information and metrics can be costly, difficult and time consuming and is subject to changing interpretive guidance and evolving reporting standards, including the [added: European Sustainability Reporting Standards and] Corporate Sustainability Reporting Directive in the European Union, especially to the extent these standards are not harmonized or consistent.

[removed: Further, methodologies for reporting our data may be updated and previously] reported data may be adjusted to reflect improvement in availability and quality of third-party data, changing assumptions, changes in the nature and scope of our operations (including from acquisitions and divestitures) and other changes in circumstances.

Lack of progress or failure to properly report on our goals with respect to reducing our impact on the environment or perception of a failure to act responsibly with respect to the environment or to effectively respond to regulatory requirements concerning climate change and other sustainability matters, including the use of single-use plastics, has led and could continue to lead to adverse publicity, [removed: which could result in] reduced demand for our products, damage to our [removed: reputation and] [added: reputation, an] increased [removed: the] risk of litigation, regulatory proceedings, inquiries or investigations, which [removed: has] [added: have] adversely affected our business.

We continue to identify and implement productivity [added: and restructuring] initiatives that we believe will position our business for long-term sustainable [removed: growth] [added: growth, including certain commercial and financial priorities to improve our marketplace competitiveness and financial performance announced during 2025,] by allowing us to achieve a lower cost structure, improve decision-making and operate more efficiently.

[removed: Our equity method investees also perform similar impairment tests and we record our proportionate share] of impairment charges recorded by them, adjusted for the impact of items such as basis differences and deferred taxes, as appropriate.

A deterioration in our underlying assumptions, or those of our equity method investees, regarding the impact of competitive operating conditions, geopolitical [removed: conditions (including the ongoing conflicts in Ukraine and the Middle East),] [added: conditions,] macroeconomic conditions, including the interest rate environment, or other factors used to estimate the future performance of any of our reporting units or assets, including any deterioration in the weighted-average cost of capital based on market data available at the time, as well as our ability to hold the investment until recovery of fair value to amortized cost for available-for-sale debt securities, have resulted and could in the future result in an impairment [removed: charge (including the impairments of our investment in TBG),] [added: charge,] thereby adversely affecting our results of operations.

our control that could negatively impact product availability and decrease demand for our products if our crisis management plans do not effectively mitigate these issues.

These risks could be heightened in light of new or evolving regulations, changes to our portfolio (including increased use of functional or other ingredients), aging infrastructure, and increased pressure on our suppliers from supply chain disruptions.

Our business can also be adversely affected if consumers lose confidence in product

Changing dynamics at the retail level have also impacted and may continue to impact our ability to grow in certain jurisdictions.

instability of our key suppliers.

In addition, the imposition of tariffs (including U.S. tariffs imposed or threatened to be imposed on China, the European Union, Canada and Mexico and other countries and any tariffs imposed by such countries) have impacted and could continue to impact our supply chain resulting in increased input costs, including the cost of certain raw materials and packaging.

The impact of tariffs will continue to vary, including based on where inputs are sourced from and shipped to.

For example, malicious actors have employed and

Further, methodologies for reporting our data may be updated and previously

Our equity method investees also perform similar impairment tests and we record our proportionate share

For example, Mexico recently enacted an increase to its existing flat tax on all sweetened beverages, effective January 1, 2026, from a rate of approximately $0.09 (1.64 Mexican pesos) to a rate of approximately $0.17 (3.08 Mexican pesos) per liter.

These tax measures, whatever their scope or form, have in the past increased and could continue

For example, in 2025, the state of Texas passed a law, effective January 1, 2027, requiring warning labels on products containing certain ingredients, including artificial colors.

For example, multiple states in the United States have implemented, or are considering implementing, extended producer responsibility laws that will increase expenses, including through fees paid to state governments in connection with such laws.

The increasing adoption of artificial intelligence technologies has led data protection authorities in many jurisdictions in which we operate to consider and adopt new and evolving interpretations of privacy and data protection laws, with specific obligations regarding processing of personal data, including required notices, consents, and opt-outs.

to infringe, on the intellectual property rights of others.

For example, as a global food and beverage company, we are subject to increased regulatory scrutiny and face legal challenges in a variety of jurisdictions concerning alleged health implications associated with consumption of certain of our food products, our development or marketing of those products and/or the alleged environmental impact of the packaging used for certain of our products.

[Table of](#ica1389493ca24f0887fdf9c60fcb0fc2_7) [Contents](#ica1389493ca24f0887fdf9c60fcb0fc2_7)

respect to water use or to effectively respond to legal or regulatory requirements concerning water scarcity; or damage to our reputation, any of which can adversely affect our business.

The retail industry is also impacted by the actions and increasing power of retailers, including as a result of increased consolidation of ownership resulting in large retailers or buying groups with increased purchasing power, particularly in North America, Europe and Latin America.

disasters, disease or pests (including the impact of greening disease on the citrus industry), agricultural uncertainty, health epidemics or pandemics or other contagious outbreaks, labor shortages or changes in availability of our or our business partners’ workforce, strikes or work stoppages (including by railway workers or other third parties involved in the manufacture, production and distribution of our products), governmental incentives and controls and import/export restrictions, such as new, expanded or retaliatory tariffs, sanctions, quotas or trade barriers (including recent U.S. tariffs imposed or threatened to be imposed on China, Canada and Mexico and other countries and any retaliatory actions taken by such countries), port congestions or delays, transport capacity constraints, cybersecurity incidents or other disruptions, loss or impairment of key manufacturing sites, political uncertainties, geopolitical events and tensions, wars and other military conflicts (including the ongoing conflicts in Ukraine and the Middle East), acts of terrorism, governmental instability or currency exchange rates.

Our business in these markets has been and could continue in the

In addition, the increase in certain of our employees working remotely has resulted in increased demand on our information technology infrastructure, which can be

subject to failure, disruption or unavailability, and increased vulnerability to cyberattacks and other cyber incidents.

While we believe we devote significant resources to network security, disaster recovery,

remediation costs, damage to our reputation or have a negative impact on employee morale, all of which can adversely affect our business.

For example, Italy enacted a flat tax on all non-alcoholic beverages, effective July 1, 2025, at a rate of 0.10 Euro (0.11 U.S. dollars) per liter for drinks with a sweetener content higher than 25g per liter.

our products, restrict the age of consumers to whom products are marketed or sold (including bans on advertising during children’s TV programs), limit the location in which our products may be available (including limits on the sale of our products in public schools) or discontinue the use of certain ingredients or packaging.

For example, in 2023 the U.K. restricted promotion and in-store placement of high in fat, sugar or salt products and in 2024, the state of California enacted a regulation banning artificial colors in products sold in K-12 public schools effective in 2027.

For example, the European Union, Peru, South Africa and certain states in the United States, among other jurisdictions, have imposed a minimum recycled content requirement for beverage bottle packaging and similar legislation is under consideration in other jurisdictions.

GDPR into U.K. law), China’s Personal Information Protection Act and similar regulations implemented in other non-U.S. jurisdictions, impose significant costs and challenges that are likely to continue to increase over time, particularly as additional jurisdictions continue to adopt similar regulations and we continue to expand our direct-to-consumer operations.

For example, numerous countries have agreed to a statement in support of the Organization for Economic Co-operation and Development model (OECD) rules that propose a partial global profit reallocation and a global minimum tax rate of 15%.

significant expense and devote significant resources, and may generate adverse publicity that damages our reputation or brand image.

| Executive Overview | | | [removed: [34](#ica1389493ca24f0887fdf9c60fcb0fc2_85)] [added: [33](#i8428063a818d4fe39600b7379bccefdb_88)] | | |

| Our Operations | | | [removed: [35](#ica1389493ca24f0887fdf9c60fcb0fc2_88)] [added: [34](#i8428063a818d4fe39600b7379bccefdb_91)] | | |

| Other Relationships | | | [removed: [36](#ica1389493ca24f0887fdf9c60fcb0fc2_91)] [added: [34](#i8428063a818d4fe39600b7379bccefdb_94)] | | |

| Our Business Risks | | | [removed: [36](#ica1389493ca24f0887fdf9c60fcb0fc2_94)] [added: [34](#i8428063a818d4fe39600b7379bccefdb_97)] | | |

| Results of Operations – Consolidated Review | | | [removed: [41](#ica1389493ca24f0887fdf9c60fcb0fc2_97)] [added: [40](#i8428063a818d4fe39600b7379bccefdb_100)] | | |

[removed: | Results] [added: Results] of Operations [removed: – Division Review | | | [43](#ica1389493ca24f0887fdf9c60fcb0fc2_106) | | |][added: — Segment Review]

| PBNA | | | [removed: [45](#ica1389493ca24f0887fdf9c60fcb0fc2_121)] [added: [43](#i8428063a818d4fe39600b7379bccefdb_121)] | | |

| Non-GAAP Measures | | | [removed: [47](#ica1389493ca24f0887fdf9c60fcb0fc2_136)] [added: [44](#i8428063a818d4fe39600b7379bccefdb_136)] | | |

| Items Affecting Comparability | | | [removed: [49](#ica1389493ca24f0887fdf9c60fcb0fc2_139)] [added: [46](#i8428063a818d4fe39600b7379bccefdb_139)] | | |

| Our Liquidity and Capital Resources | | | [removed: [52](#ica1389493ca24f0887fdf9c60fcb0fc2_184)] [added: [49](#i8428063a818d4fe39600b7379bccefdb_187)] | | |

| Return on Invested Capital | | | [removed: [55](#ica1389493ca24f0887fdf9c60fcb0fc2_193)] [added: [51](#i8428063a818d4fe39600b7379bccefdb_196)] | | |

| Goodwill and Other Intangible Assets | | | [removed: [57](#ica1389493ca24f0887fdf9c60fcb0fc2_202)] [added: [53](#i8428063a818d4fe39600b7379bccefdb_205)] | | |

| Income Tax Expense and Accruals | | | [removed: [58](#ica1389493ca24f0887fdf9c60fcb0fc2_205)] [added: [54](#i8428063a818d4fe39600b7379bccefdb_208)] | | |

| Pension and Retiree Medical Plans | | | [removed: [59](#ica1389493ca24f0887fdf9c60fcb0fc2_208)] [added: [55](#i8428063a818d4fe39600b7379bccefdb_211)] | | |

| CONSOLIDATED STATEMENT OF INCOME | | | [removed: [61](#ica1389493ca24f0887fdf9c60fcb0fc2_214)] [added: [57](#i8428063a818d4fe39600b7379bccefdb_217)] | | |

| CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME | | | [removed: [62](#ica1389493ca24f0887fdf9c60fcb0fc2_217)] [added: [58](#i8428063a818d4fe39600b7379bccefdb_220)] | | |

| CONSOLIDATED STATEMENT OF CASH FLOWS | | | [removed: [63](#ica1389493ca24f0887fdf9c60fcb0fc2_220)] [added: [59](#i8428063a818d4fe39600b7379bccefdb_223)] | | |

| CONSOLIDATED BALANCE SHEET | | | [removed: [65](#ica1389493ca24f0887fdf9c60fcb0fc2_223)] [added: [61](#i8428063a818d4fe39600b7379bccefdb_226)] | | |

| CONSOLIDATED STATEMENT OF EQUITY | | | [removed: [66](#ica1389493ca24f0887fdf9c60fcb0fc2_229)] [added: [62](#i8428063a818d4fe39600b7379bccefdb_232)] | | |

[removed: | Note] [added: Note] 1 [removed: –] [added: —] Basis of Presentation and Our [removed: Divisions | | | [67](#ica1389493ca24f0887fdf9c60fcb0fc2_235) | | |][added: Segments]

| Note 2 – Our Significant Accounting Policies | | | [removed: [74](#ica1389493ca24f0887fdf9c60fcb0fc2_241)] [added: [69](#i8428063a818d4fe39600b7379bccefdb_244)] | | |

| Note 3 – Restructuring and Impairment Charges | | | [removed: [79](#ica1389493ca24f0887fdf9c60fcb0fc2_247)] [added: [73](#i8428063a818d4fe39600b7379bccefdb_250)] | | |

| Note 4 – Intangible Assets | | | [removed: [81](#ica1389493ca24f0887fdf9c60fcb0fc2_253)] [added: [75](#i8428063a818d4fe39600b7379bccefdb_256)] | | |

| Note 5 – Income Taxes | | | [removed: [84](#ica1389493ca24f0887fdf9c60fcb0fc2_256)] [added: [77](#i8428063a818d4fe39600b7379bccefdb_259)] | | |

| Note 6 – Share-Based Compensation | | | [removed: [88](#ica1389493ca24f0887fdf9c60fcb0fc2_259)] [added: [81](#i8428063a818d4fe39600b7379bccefdb_262)] | | |

| Note 7 – Pension, Retiree Medical and Savings Plans | | | [removed: [92](#ica1389493ca24f0887fdf9c60fcb0fc2_262)] [added: [85](#i8428063a818d4fe39600b7379bccefdb_265)] | | |

| Note 8 – Debt Obligations | | | [removed: [98](#ica1389493ca24f0887fdf9c60fcb0fc2_268)] [added: [91](#i8428063a818d4fe39600b7379bccefdb_271)] | | |

| Note 10 – Net Income Attributable to PepsiCo per Common Share | | | [removed: [106](#ica1389493ca24f0887fdf9c60fcb0fc2_280)] [added: [99](#i8428063a818d4fe39600b7379bccefdb_283)] | | |

| Note 11 – Accumulated Other Comprehensive Loss Attributable to PepsiCo | | | [removed: [107](#ica1389493ca24f0887fdf9c60fcb0fc2_283)] [added: [100](#i8428063a818d4fe39600b7379bccefdb_286)] | | |

[removed: | Note 13 – Acquisitions] [added: - *Acquisitions] and [removed: Divestitures | | | [110](#ica1389493ca24f0887fdf9c60fcb0fc2_289) | | |][added: Divestitures* – Note 13.]

| Note 14 – Supply Chain Financing Arrangements | | | [removed: [112](#ica1389493ca24f0887fdf9c60fcb0fc2_304)] [added: [104](#i8428063a818d4fe39600b7379bccefdb_313)] | | |

| Note 15 – Supplemental Financial Information | | | [removed: [113](#ica1389493ca24f0887fdf9c60fcb0fc2_307)] [added: [106](#i8428063a818d4fe39600b7379bccefdb_316)] | | |

| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | | | [removed: [115](#ica1389493ca24f0887fdf9c60fcb0fc2_310)] [added: [108](#i8428063a818d4fe39600b7379bccefdb_322)] | | |

*Discussion in this Form 10-K includes results of operations and financial condition for [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] and year-over-year comparisons between [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

For discussion on results of operations and financial condition pertaining to [removed: 2022] [added: 2023] and year-over-year comparisons between [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of [added: Exhibit 99.2 to] our [removed: Annual] [added: Current] Report on Form [removed: 10-K for the year ended December 30, 2023.*][added: 8-K dated July 17, 2025.*]

PepsiCo is a leading global [removed: food and] beverage [added: and convenient food] company with a [removed: diverse and] complementary portfolio of [removed: brands such as] [added: brands, including] Lay’s, Doritos, Cheetos, Gatorade, Pepsi-Cola, Mountain Dew, Quaker and SodaStream.

[removed: We operate through various channels, including] [added: Through our operations,] authorized bottlers, contract manufacturers, and other third parties, [removed: to produce,] [added: we make,] market, distribute, and sell a wide array of beverages and convenient [removed: foods.][added: foods, serving customers and consumers in more than 200 countries and territories.]

As a global company with strong local connections, we faced many of the same challenges in [removed: 2024] [added: 2025] as our consumers, customers, and competitors worldwide.

These included ongoing supply chain [removed: disruptions,] [added: disruptions; tariffs;] persistent inflationary [removed: pressures,] [added: pressures;] evolving consumer [removed: preferences] [added: consumption patterns] and [removed: behaviors,] [added: preferences;] an intensely competitive business environment, [added: including] the [added: increased adoption of artificial intelligence technologies; the] continued expansion of e-commerce in a rapidly changing retail landscape, [added: including customers moving away from DSD systems; the need for further innovation and collaboration as we progress toward our ambitious packaging and other goals;] ongoing macroeconomic and political [removed: volatility,] [added: volatility;] and an increasingly complex regulatory environment.

We are focused on improving our productivity, optimizing our operations and harnessing our scale and capabilities across our [removed: markets,] [added: markets] and further elevating the [removed: needs,] [added: interests,] occasions, and channels of consumers in our strategies to lead and shape the future of our categories.

| PFNA | | | [43](#i8428063a818d4fe39600b7379bccefdb_118) | | |

| IB Franchise | | | [43](#i8428063a818d4fe39600b7379bccefdb_124) | | |

| EMEA | | | [44](#i8428063a818d4fe39600b7379bccefdb_127) | | |

| LatAm Foods | | | [44](#i8428063a818d4fe39600b7379bccefdb_130) | | |

| Asia Pacific Foods | | | [44](#i8428063a818d4fe39600b7379bccefdb_133) | | |

| Revenue Recognition | | | [52](#i8428063a818d4fe39600b7379bccefdb_202) | | |

| Note 9 – Financial Instruments | | | [93](#i8428063a818d4fe39600b7379bccefdb_277) | | |

| Note 12 – Leases | | | [101](#i8428063a818d4fe39600b7379bccefdb_289) | | |

| Note 13 – Acquisitions and Divestitures | | | [103](#i8428063a818d4fe39600b7379bccefdb_292) | | |

| Note 16 – Legal Contingencies | | | [107](#i8428063a818d4fe39600b7379bccefdb_319) | | |

| GLOSSARY | | | [111](#i8428063a818d4fe39600b7379bccefdb_325) | | |

A Bold Ambition: Against this backdrop, we have a clear set of priorities: reigniting our North America business by combining operations where it makes the most sense and using the savings to support meaningful investments in our brands; increasing the size, presence and scale of our International business, with a focus on capturing growth in large and developing markets; and working to grow our away-from-home business by expanding our availability and extending into new occasions.

Laying the Groundwork: Since 2018, we have made significant investments in the business to adapt to the changing landscape.

This includes increasing investments to strengthen our brands, from transforming our portfolio through innovation and acquisitions, to foundational investments in technology and artificial intelligence to position ourselves to be fit for the future, building a set of high impact commercial, operational, and digital capabilities; expanding and updating our manufacturing footprint to enable geographic growth and capture future demand; right-sizing and modernizing our warehousing and distribution capacity; and transforming our operating model to become more agile, efficient and responsive to the consumer.

Big Changes to Big Things: Guided by pep+, we continue to work to reshape our portfolio to fit today’s world.

That includes: reducing added sugar, sodium and saturated fat in core brands like Lay’s and Gatorade; advancing efforts to remove artificial colors and flavors in brands like Lay’s, Cheetos, and Doritos; adding new products with functional benefits, such as Pepsi Prebiotic Cola; and welcoming popular brands like Siete, Sabra and poppi.

We continued to expand our away-from-home business into new occasions.

The successful Walking Taco platform is thriving in stadiums, arenas, and parks across the United States, while our “Food Deserves Pepsi” campaign and the “Pepsi Zero Sugar Taste Challenge” have driven higher brand awareness and contributed positively to our performance.

We are becoming a more deeply integrated, more productive organization.

This has been one of our biggest priorities over the past year.

Since we shifted our operating model at the start of 2025, we have worked hard to be more agile, simpler and more unified.

From sharing global services, to streamlining processes, to launching our first new corporate brand identity in nearly 25 years, we are making One PepsiCo real.

In North America, we are carefully evaluating an integrated model for our food and beverage supply chains, go-to-market, and commercial capabilities and intend to take a nuanced approach factoring in key components such as return on investment, scale and market share.

Our Global Capability Centers now support multiple functions, enabling us to centralize information, reduce duplicative work, and share best practices across the organization.

We are building smarter systems with technologies like artificial intelligence to better serve our customers and consumers, so we can have the right products, at the right place, at the right price.

Through our collaborations with cutting-edge technology providers, we are using artificial intelligence to reimagine our go-to-market model, enhance customer support, and empower sales teams to focus on strategic growth.

This allows us to unify data, gain real-time inventory visibility, and provide faster, more responsive customer service.

We are becoming more resilient through pep+.

pep+ remains central to our strategy, ensuring that we continue to create value for shareholders, customers and consumers, while doing what is right for communities and the planet.

In 2025, we stepped up our efforts around key pillars like regenerative agriculture and water use efficiency, with the aim to make a positive impact in markets around the world.

The prices we pay for such items are subject to fluctuation, and we manage this risk through

Risks Associated with Tariffs

The imposition of tariffs (including U.S. tariffs imposed or threatened to be imposed on China, the European Union, Canada and Mexico and other countries and any tariffs imposed by such countries) have impacted and could continue to impact our supply chain resulting in increased input costs, including the

cost of certain raw materials and packaging.

The impact of tariffs will continue to vary, including based on where inputs are sourced from and shipped to.

In addition, any supply chain constraints, inflationary impacts or reduced consumer demand for our products as a result of such tariffs or ongoing macroeconomic uncertainty have impacted and could continue to impact our results.

We will continue to evaluate the nature and extent of the impact of these tariffs on our business and to identify actions to potentially mitigate, where possible, any unfavorable impacts on our future results.

Changing dynamics at the retail level have also impacted and may continue to impact our ability to grow in certain jurisdictions.

In this changing retail landscape, retailers and buying groups are shifting traditional value propositions, removing our products or otherwise reducing shelf space allocated to our products and focusing on introducing and developing private-label brands.

PepsiCo’s risk oversight processes and disclosure controls and procedures are

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| FLNA | | | [45](#ica1389493ca24f0887fdf9c60fcb0fc2_115) | | |

| QFNA | | | [45](#ica1389493ca24f0887fdf9c60fcb0fc2_118) | | |

| LatAm | | | [46](#ica1389493ca24f0887fdf9c60fcb0fc2_124) | | |

| Europe | | | [46](#ica1389493ca24f0887fdf9c60fcb0fc2_127) | | |

| AMESA | | | [46](#ica1389493ca24f0887fdf9c60fcb0fc2_130) | | |

| APAC | | | [47](#ica1389493ca24f0887fdf9c60fcb0fc2_133) | | |

| Changes in Line Items in Our Consolidated Financial Statements | | | [54](#ica1389493ca24f0887fdf9c60fcb0fc2_190) | | |

| Revenue Recognition | | | [56](#ica1389493ca24f0887fdf9c60fcb0fc2_199) | | |

| Note 9 – Financial Instruments | | | [100](#ica1389493ca24f0887fdf9c60fcb0fc2_274) | | |

| Note 12 – Leases | | | [108](#ica1389493ca24f0887fdf9c60fcb0fc2_286) | | |

| Note 16 – Legal Contingencies | | | [114](#ica1389493ca24f0887fdf9c60fcb0fc2_2709) | | |

| GLOSSARY | | | [118](#ica1389493ca24f0887fdf9c60fcb0fc2_313) | | |

Our reach extends to customers and consumers in more than 200 countries and territories around the world.

A Strategy for the Future: pep+ is our strategy to transform our company to create sustainable growth and value – today, tomorrow, and many years into the future.

It is the way we are transforming our supply chain, evolving our portfolio, and making sure we have the right capabilities to support our people and our business throughout the world.

As a food and agricultural leader, we are working to help farmers adapt to climate change through investments in regenerative agriculture, training programs, and innovative technologies.

We are operating net-zero water and energy facilities across many markets, electrifying our transport fleets, and accelerating the use of recycled plastics, so we can try to build a more sustainable business while reducing operational costs.

Our leadership in regenerative agriculture not only supports farmers and the planet, but also strengthens our supply chain, helping us become more resilient while positioning us to deliver long-term value for shareholders.

And thanks to the diversification across our portfolio, our categories, and the geographies in which we operate, we are better equipped to capitalize on opportunities across a wide range of consumer needs.

Our pep+ initiatives and ambitions are geared toward driving growth across every aspect of our operations, so that we can strengthen our business and deliver more value for our stakeholders.

Transforming Our Portfolio: Our consumer-centric portfolio transformation revolves around three key elements: our work to evolve our recipes to reduce sodium, saturated fat, and added sugar, while

[Table of](#ica1389493ca24f0887fdf9c60fcb0fc2_7) [Contents](#ica1389493ca24f0887fdf9c60fcb0fc2_7)

incorporating more diverse ingredients; our efforts to find innovative ways to deliver new occasions and engagements for consumers across our existing portfolio; and the strategic acquisition of brands that help us incorporate new and complementary foods and beverages into our portfolio.

Bringing Our Business Closer to the Consumer: We are continuously making investments that aim to help us provide consumers with more value, more personalization, and more choices.

We will continue to innovate to create foods, beverages, and experiences that meet consumer needs without compromising the taste or quality they expect.

We are making changes to our organization to help us further increase productivity, sharpen our focus on growth and value, and create opportunities to better harness the expertise and scale of our food and beverage operations across markets.

In the United States, we are reorganizing our U.S. Foods and Beverages businesses into one unified North America Region to harness scale, unlock synergies, and accelerate growth through category-leading brands and innovative products.

Internationally, we are realigning our international beverages and foods businesses to ensure each category is distinctly managed and has the right resources and capabilities to meet the unique needs of consumers in every market.

North America Business: As part of the changes to our organizational structure, we’re working to enhance our connection with North American consumers, bringing sales and consumer insights closer together, so we can identify and act efficiently on shifts in demand.

Combining supply chain operations allows us to harness scale, reduce duplication, and create a more cohesive system for managing inventory and logistics, thereby optimizing our go-to-market strategy and helping drive consistent best practices across the business.

At the same time, the company is focused on expanding our better-for-you offerings and product innovations in both foods and drinks to meet evolving consumer preferences.

Through advanced technologies like artificial intelligence, we are optimizing our supply chain, reducing waste, and improving speed to market.

These steps ensure the company operates with more precision while protecting margins in an inflationary environment.

The immediate focus is on meeting consumer needs, operational excellence, competing for market share, and maintaining agility and resilience.

These efforts are foundational to the North America business and driving near-term growth, while setting the stage for long-term success.

Productivity Fuels our Ability to Perform: In 2024, we delivered record productivity.

Increases in automation in our plants and warehouses have empowered frontline decision-making, improved optimization across our transportation and fleet networks, and allowed greater focus on cost management and waste elimination.

These efforts fuel our ability to reinvest in our brands and capabilities, so that we are well-positioned to support areas in which our business is performing well, while simultaneously allowing us to develop in new ways across our markets and our categories.

We are organized into [removed: seven] [added: six] reportable [removed: segments (also referred to as divisions),] [added: segments,] as follows:

[removed: 1)Frito-Lay] [added: 1)PepsiCo Foods] North America [removed: (FLNA),] [added: (PFNA),] which includes [added: all of] our [removed: branded] convenient food businesses in the United States and Canada;

[removed: 2)Quaker Foods] [added: 2)PepsiCo Beverages] North America [removed: (QFNA),] [added: (PBNA),] which includes [added: all of] our [removed: branded convenient food businesses, such as cereal, rice, pasta and other branded food,] [added: beverage businesses] in the United States and Canada;

[removed: 4)Latin] [added: 5)Latin] America [removed: (LatAm),] [added: Foods (LatAm Foods),] which includes all of our [removed: beverage and] convenient food businesses in Latin America; [added: and]

[removed: 5)Europe,] [added: 4)Europe, Middle East and Africa (EMEA),] which includes [removed: all of] our [removed: beverage and] convenient food businesses [added: and our beverage businesses with company-owned bottlers] in [removed: Europe;][added: Europe, the Middle East and Africa;]

[removed: 7)Asia Pacific, Australia and New Zealand and China Region (APAC),] [added: 6)Asia Pacific Foods,] which [removed: includes all] [added: consists] of our [removed: beverage and] convenient food businesses in Asia Pacific, [added: including China,] Australia and New Zealand, [removed: and China region.][added: as well as India.]

[removed: FLNA’s branded] [added: PFNA’s] products are sold to independent distributors and retailers.

[removed: Quaker] [added: PepsiCo] Foods North America

Either independently or in conjunction with third parties, [removed: QFNA] [added: PFNA] makes, markets, distributes and sells [removed: branded] convenient foods, which include cereals, [removed: rice, pasta] [added: chips, dips, granola bars, oatmeal, pasta, rice] and [removed: other branded products.][added: syrups and mixes under various brands including Cheetos, Doritos, Fritos, Lay’s, Pearl Milling Company, Quaker, Ruffles and Tostitos.]

Either independently or in conjunction with third parties, PBNA makes, markets and sells beverage concentrates, fountain syrups and finished goods under various beverage brands including Aquafina, Bubly, Diet Mountain Dew, Diet Pepsi, Gatorade, Gatorade Zero, Mountain Dew, [added: Mountain Dew Baja Blast,] Pepsi, Pepsi [added: Wild Cherry, Pepsi] Zero Sugar and Propel.

In the United States, [removed: PepsiCo] [added: PBNA] acts as the exclusive distributor for [removed: TBG’s portfolio of brands for] small-format and foodservice customers with chilled direct-store-delivery [removed: (DSD).][added: (DSD) for the portfolio of brands owned by Tropicana Beverages Group (TBG).]

Latin [removed: America][added: America Foods]

Either independently or in conjunction with third parties, LatAm [added: Foods] makes, markets, distributes and sells a number of convenient food brands including Cheetos, Doritos, Emperador, Lay’s, Marias Gamesa, [added: Quaker,] Ruffles, Sabritas, Saladitas Gamesa and [removed: Tostitos, as well as many Quaker-branded convenient foods.][added: Tostitos.]

[removed: LatAm] [added: EMEA] also, either independently or in conjunction with third parties, makes, markets, distributes and sells [removed: beverage concentrates, fountain syrups and finished goods under various] [added: a number of] beverage brands including 7UP, [removed: Diet 7UP, Gatorade, H2oh!, Manzanita Sol,] [added: Adrenaline Rush, Aquafina, Lubimy,] Mirinda, [removed: Pepsi,] Pepsi [removed: Black, San Carlos] and [removed: Toddy.][added: Pepsi Zero Sugar.]

[removed: LatAm also, either] independently or in conjunction with third parties, makes, markets, distributes and sells ready-to-drink tea products through an international joint venture with Unilever (under the Lipton brand name).

Either independently or in conjunction with third parties, [removed: Europe] [added: Asia Pacific Foods] makes, markets, distributes and sells a number of convenient food brands including [added: BaiCaoWei,] Cheetos, Doritos, [added: Kurkure,] Lay’s, [removed: Ruffles] [added: Quaker] and [removed: Walkers, as well as many Quaker-branded convenient foods,] [added: Smith’s,] through consolidated businesses, as well as through noncontrolled affiliates.

[removed: Europe also, as part of its beverage business,] [added: IB Franchise also] manufactures and distributes SodaStream sparkling water makers and related products.

Further, [removed: Europe] [added: EMEA] makes, markets, distributes and sells a number of dairy products including Agusha, Chudo and Domik v Derevne.

[removed: Europe also,] [added: Further, IB Franchise,] either independently or in conjunction with third parties, makes, markets, distributes and sells ready-to-drink tea products through an international joint venture with Unilever (under the Lipton brand [removed: name).In the first quarter of 2022, we sold our Tropicana, Naked and other select juice brands to PAI Partners, while retaining a 39% noncontrolling interest in TBG, operating across North America and Europe.][added: name).]

[removed: Africa,] [added: Europe,] Middle East and [removed: South Asia][added: Africa]

Either independently or in conjunction with third parties, [removed: AMESA] [added: EMEA] makes, markets, distributes and sells a number of convenient food brands including Cheetos, Chipsy, Doritos, [removed: Kurkure,] Lay’s, [added: Quaker,] Sasko, Spekko, [removed: Wheaten] [added: Walkers] and White [removed: Star, as well as many Quaker-branded convenient foods,] [added: Star] through consolidated businesses, as well as through noncontrolled affiliates.

[removed: AMESA also] [added: IB Franchise] makes, [removed: markets, distributes] [added: markets] and sells beverage [removed: concentrates, fountain syrups] [added: concentrates to authorized] and [removed: finished goods] [added: independent bottlers] under various beverage brands including 7UP, Aquafina, [added: Gatorade,] Mirinda, Mountain Dew, [added: Pepsi,] Pepsi [added: Black, Pepsi Zero Sugar,] and Sting Energy.

Some of our products are delivered from our manufacturing plants and distribution centers, both company and third-party operated, to customer [removed: warehouses.][added: warehouses, which is a less costly method of distribution than DSD.]

The principal ingredients we use in our beverage and convenient food products are acesulfame potassium, aspartame, [added: cocoa products,] corn, corn sweeteners, flavorings, flour, juice concentrates, nuts, oats, potatoes, raw milk, rice, seasonings, sucralose, sugar, vegetable and essential oils, and wheat.

[added: Our key packaging materials include plastic resin, including polyethylene] terephthalate [removed: (PET)] [added: (PET), polyethylene] and polypropylene [removed: resins] used for plastic beverage bottles and film packaging [removed: used] for convenient foods, aluminum, glass, closures, cardboard and paperboard cartons.

Fuel, electricity and natural gas are also important commodities for our businesses due to their use in our and our business partners’ [removed: facilities and the vehicles delivering our products.]

During [removed: 2024,] [added: 2025,] we continued to experience volatility in our commodity, packaging and other input [removed: costs,] [added: costs] that may continue into fiscal [removed: 2025.][added: 2026.]

We own numerous valuable trademarks which are essential to our worldwide businesses, including Adrenaline Rush, Agusha, Amp Energy, Aquafina, Aquafina Flavorsplash, Aqua Minerale, Arto Lifewtr, Baja Blast, BaiCaoWei, Bare, Bokomo, Bubly, Cap’n Crunch, Ceres, Cheetos, Chester’s, Chipsy, Chokis, Chudo, Cracker Jack, Crunchy, Diet Mountain Dew, Diet Mug, Diet Pepsi, Diet 7UP (outside the United States), Domik v Derevne, Doritos, Duyvis, Elma Chips, Emperador, Evolve, Fast Twitch, Frito-Lay, Fritos, Fruktovy Sad, Futurelife, G2, Gamesa, Gatorade, Gatorade Fit, Gatorade Zero, Gatorlyte, Grandma’s, H2oh!, Hard MTN Dew, Health Warrior, Imunele, J7, Kas, Kurkure, Lay’s, Life, Lifewtr, Liquifruit, Lubimy, Manzanita Sol, Marias Gamesa, Matutano, Mirinda, Miss Vickie’s, Moirs, Mother’s, Mountain Dew, Mountain Dew Code Red, Mountain Dew Game Fuel, Mountain Dew Kickstart, Mountain Dew Zero Sugar, Mug, Munchies, Muscle Milk, Near East, Obela, Off the Eaten Path, Paso de los Toros, Pasta Roni, Pearl Milling Company, Pepsi, Pepsi Black, Pepsi Max, Pepsi [added: Wild Cherry, Pepsi] Zero Sugar, PopCorners, [added: Poppi,] Pronutro, Propel, Quaker, Quaker Chewy, Quaker Simply Granola, Rice-A-Roni, [removed: Rockstar,] [added: Rockstar (outside the United States and Canada),] Rold Gold, Ruffles, Sabra, Sabritas, Safari, Sakata, Saladitas Gamesa, San Carlos, Sandora, Santitas, Sasko, 7UP (outside the United States), 7UP Free (outside the United States), Siete, Simba, Smartfood, Smith’s, Snack a Jacks, SoBe, SodaStream, Sonric’s, Spekko, Stacy’s, Starry, Starry Zero Sugar, Sting Energy, Stubborn Soda, SunChips, Toddy, Toddynho, Tostitos, Vesely Molochnik, Walkers, Weetbix, [removed: Wheaten,] White Star, Ya and Yachak.

[removed: We also] [added: In addition, we] distribute [removed: Celsius energy drinks and] various Keurig Dr Pepper Inc. [removed: brands, including Dr Pepper] [added: brands] in certain [removed: markets,] [added: markets in the United States and Canada, including Dr Pepper,] Crush and Schweppes.

[added: In 2024, we shifted our] alcoholic beverage business away from distribution to a trademark licensing model and flavor sales model and have licensed certain [added: of our] brands in certain markets in the United States and internationally.

[removed: We have authorized, through licensing arrangements, the use] of many of our trademarks in such contexts as convenient food joint ventures and beverage bottling appointments.

In [removed: 2024,] [added: 2025,] sales to Walmart Inc. (Walmart) and its affiliates, including Sam’s Club (Sam’s), represented approximately 14% of our consolidated net revenue, with sales reported across all of our [removed: divisions,] [added: segments,] including concentrate sales to our independent bottlers, which were used in finished goods sold by them to Walmart.

The loss of this customer would have a material adverse effect on our [removed: FLNA, QFNA] [added: PFNA] and PBNA [removed: divisions.][added: segments.]

Our beverage and convenient food products are in highly competitive categories and markets and compete against products of international beverage and convenient food companies that, like us, operate in multiple geographies, as well as regional, local and private label manufacturers and economy brands and other competitors, including smaller companies developing and selling micro brands directly to consumers [removed: through e-commerce platforms or through retailers focused on locally-sourced products.]

Other beverage and convenient food competitors include, but are not limited to, The Campbell’s Company, Conagra Brands, Inc., Hormel Foods Corporation, [removed: Kellanova,] Keurig Dr Pepper Inc., The Kraft Heinz Company, Link Snacks, Inc., [added: Mars, Incorporated,] Mondelēz International, Inc., Monster Beverage Corporation, Nestlé S.A., Primo Brands Corporation, Red Bull GmbH and Utz Brands, Inc.

In [removed: 2024,] [added: 2025,] we and The Coca-Cola Company represented approximately [removed: 18%] [added: 16%] and [removed: 21%,] [added: 20%,] respectively, of the U.S. liquid refreshment beverage category by estimated retail sales in measured channels, according to Information Resources, Inc. However, The Coca-Cola Company has significant carbonated soft drink (CSD) share advantage in many markets outside the United States.

These activities principally involve: innovations focused on creating consumer preferred products to grow and transform our portfolio through development of new technologies, ingredients, flavors and substrates; development and improvement of our manufacturing processes, including reductions in cost and environmental footprint; implementing product improvements to our global portfolio [removed: that] [added: including to] reduce added sugars, sodium or saturated fat; offering more products with functional [removed: ingredients] [added: benefits] and positive nutrition including [removed: legumes,] [added: fiber,] whole grains, [removed: fruits and vegetables, nuts and seeds, dairy,] protein [removed: (including plant-based proteins), fiber, micronutrients] and hydration; development of packaging technology and new package designs, including reducing the amount of plastic in our packaging and developing recyclable, compostable, biodegradable, reusable or otherwise sustainable packaging; development of marketing, merchandising and dispensing equipment; further expanding our beyond the bottle portfolio including innovation for our SodaStream business; investments in technology and digitalization, including artificial intelligence and data analytics to enhance our consumer insights and research; continuing to strengthen our omnichannel capabilities, particularly in e-commerce; and efforts focused on reducing our impact on the environment, including [added: reducing water use in our operations and our agricultural practices and reducing our environmental impact in our operations throughout our value chain.]

We are subject to numerous similar and other laws and regulations outside the United States, including but not limited to laws and regulations governing food safety; the ingredients or substances contained in, or attributes of, our products, including the Food (Promotion and [removed: Placement)(England)] [added: Placement) (England)] Regulations; international trade, [added: sanctions,] import/export restrictions and tariffs; supply chains, including the U.K. Modern Slavery Act; occupational health and safety; [added: the payment of taxes and the global tax environment;] competition; and anti-corruption and data privacy, including the European Union General Data Protection Regulation.

[removed: Similarly, some measures apply a single tax rate per ounce/liter on] beverages containing over a certain level of added sugar (or other sweetener) while others apply a graduated tax rate depending upon the amount of added sugar (or other sweetener) in the beverage and some apply a flat tax rate on beverages containing a particular substance or ingredient, regardless of the level of such substance or ingredient.

Certain jurisdictions have either imposed, or are considering imposing, product labeling or warning requirements or other limitations on the marketing or sale of certain of our products as a result of ingredients or substances contained in such products or packaging materials, [added: processes used to make] the [added: ingredients or products, the] audience to whom products are marketed or the location in which the products are sold.

3)International Beverages Franchise (IB Franchise), which includes our international franchise beverage businesses, as well as our SodaStream business;

Further, PBNA manufactures and distributes certain brands licensed from Keurig Dr Pepper Inc., including Crush, Dr Pepper and Schweppes, and certain juice brands licensed from Dole Food Company, Inc. and Ocean Spray Cranberries, Inc. PBNA also distributes, in certain channels, brands owned by Celsius Holdings, Inc. (Celsius), including Celsius, Alani Nu and Rockstar.

International Beverages Franchise

EMEA operates its own bottling plants and distribution facilities and sells finished goods directly to independent distributors and retailers.

EMEA also, either

Asia Pacific Foods

facilities and the vehicles delivering our products.

We also distribute Celsius, Alani Nu and Rockstar energy drinks in certain channels across the United States and Canada.

We have authorized, through licensing arrangements, the use

through e-commerce platforms or through retailers focused on locally-sourced products.

Similarly, some measures apply a single tax rate per ounce/liter on

While these environmental remediation and indemnification obligations cannot be

The information

3)PepsiCo Beverages North America (PBNA), which includes our beverage businesses in the United States and Canada;

[Table of](#ica1389493ca24f0887fdf9c60fcb0fc2_7) [Contents](#ica1389493ca24f0887fdf9c60fcb0fc2_7)

6)Africa, Middle East and South Asia (AMESA), which includes all of our beverage and convenient food businesses in Africa, the Middle East and South Asia; and

Frito-Lay North America

Either independently or in conjunction with third parties, FLNA makes, markets, distributes and sells branded convenient foods.

These foods include branded dips, Cheetos cheese-flavored snacks, Doritos tortilla chips, Fritos corn chips, Lay’s potato chips, Ruffles potato chips and Tostitos tortilla chips.

QFNA’s products include Cap’n Crunch cereal, Life cereal, Pearl Milling Company syrups and mixes, Quaker Chewy granola bars, Quaker grits, Quaker oatmeal, Quaker rice cakes, Quaker Simply Granola and Rice-A-Roni side dishes.

QFNA’s branded products are sold to independent distributors and retailers.

Further, PBNA manufactures and distributes certain brands licensed from Keurig Dr Pepper Inc., including Crush, Dr Pepper and Schweppes, and certain juice brands licensed from Dole Food Company, Inc. and Ocean Spray Cranberries, Inc. In the first quarter of 2022, we sold our Tropicana, Naked and other select juice brands to PAI Partners, while retaining a 39% noncontrolling interest in a newly formed joint venture, Tropicana Brands Group (TBG), operating across North America and Europe (Juice Transaction).

See Note 13 to our consolidated financial statements for further information.

These branded products are sold to authorized and independent bottlers, independent distributors and retailers.

Europe

Europe also, either independently or in conjunction with third parties, makes, markets, distributes and sells beverage concentrates, fountain syrups and finished goods under various beverage brands including 7UP, Adrenaline Rush, Aqua Minerale, Lubimy, Mirinda, Pepsi and Pepsi Zero Sugar.

In certain markets, however, Europe operates its own bottling plants and distribution facilities.

In certain markets, however, AMESA operates its own bottling plants and distribution facilities.

AMESA also, either independently or in conjunction with third parties, makes, markets, distributes and sells ready-to-drink tea products through an international joint venture with Unilever (under the Lipton brand name).

Asia Pacific, Australia and New Zealand and China Region

Either independently or in conjunction with third parties, APAC makes, markets, distributes and sells a number of convenient food brands including BaiCaoWei, Cheetos, Doritos, Lay’s and Smith’s, as well as many Quaker-branded convenient foods, through consolidated businesses, as well as through noncontrolled affiliates.

APAC also makes, markets, distributes and sells beverage concentrates, fountain syrups and finished goods under various beverage brands including 7UP, Aquafina, Mirinda, Mountain Dew, Pepsi and Sting Energy.

APAC also, either independently or in conjunction with third parties, makes, markets, distributes and sells ready-to-drink tea products through an international joint venture with Unilever (under the Lipton brand name).

Changes to Organizational Structure

The division amounts and discussions included in this Form 10-K reflect the reportable segments that existed through the end of 2024.

Effective beginning with our first quarter of 2025, we realigned certain of

our reportable segments to be consistent with certain changes to our organizational structure and how the Chief Executive Officer will monitor the performance of these segments.

In North America, the food businesses, FLNA and QFNA, will be reported together as PepsiCo Foods North America.

These changes do not impact our PBNA segment.

Internationally, the foods businesses in LatAm, Europe, AMESA and APAC will be reorganized into three reportable segments: Latin America Foods, Europe, Middle East and Africa (EMEA), and Other International Foods.

Other International Foods will include the foods businesses in APAC and India, currently part of AMESA.

Our international franchise beverage businesses that were part of our LatAm, Europe, AMESA and APAC segments will be reported as International Beverages Franchise.

The company-owned bottling businesses operating internationally are all located within EMEA and will be reported in the newly created EMEA segment.

Our historical segment reporting will be recast beginning first quarter 2025 to reflect the new organizational structure.

These less costly systems generally work best for products that are less fragile and perishable, and have lower turnover.

Our key packaging materials include plastic resins, including polyethylene

In 2024, we shifted our

reducing water use in our operations and our agricultural practices and reducing our environmental impact in our operations throughout our value chain.

In addition,

partners and others interested in us to review the information we post on these channels.

We are party to the following litigation asserting claims for public nuisance, [added: and] deceptive acts or practices in the conduct of business among other related claims allegedly resulting in plastic pollution in certain areas.

On December 9, 2024, the plaintiff [removed: filed an] [added: provided notice that it would] appeal to the New York State Supreme Court Appellate Division – Fourth [removed: Department.][added: Department and filed its brief before the appellate court on January 6, 2026.]

- On June 20, 2024, the Mayor and City Council of Baltimore, Maryland filed a lawsuit against PepsiCo, Inc., Frito-Lay, Inc., Frito-Lay North America, Inc., and several other unrelated parties [removed: (the Baltimore Matter).]

While the results of the NYS Matter, Baltimore Matter, Los Angeles [added: Matter, USVI] Matter and each such other litigation, claim, legal or regulatory proceeding, inquiry and investigation cannot be predicted with certainty, management believes that the final outcome of the foregoing will not have a material adverse effect on our financial condition, results of operations or cash flows.

(the Baltimore Matter).

On July 21, 2025, the Circuit Court for Baltimore City, Maryland dismissed with prejudice all claims except for public nuisance.

The court did not opine on the public nuisance claim and stayed the case pending a decision in three cases unrelated to PepsiCo that are before the Maryland Supreme Court.

On May 21, 2025, Pepsi Bottling Ventures LLC was dismissed from the suit.

- On April 11, 2025, the Commissioner of the Department of Licensing and Consumer Affairs and Government of the United States Virgin Islands filed a lawsuit against PepsiCo, Inc., PepsiCo Caribbean, Inc., and two other unrelated parties (the USVI Matter).

The lawsuit was initially filed in the Superior Court of the United States Virgin Islands, Division of St. Croix.

On May 19, 2025, the defendants removed the case to federal court in the United States District Court of the Virgin Islands, Division of St. Croix.

On June 18, 2025, the Government of the United States Virgin Islands filed a motion to remand the case back to the Superior Court.

That motion is pending.

[Table of](#ica1389493ca24f0887fdf9c60fcb0fc2_7) [Contents](#ica1389493ca24f0887fdf9c60fcb0fc2_7)

This matter is pending in the Circuit Court for Baltimore City, Maryland.

On December 2, 2024, the defendants removed the case to the United States District Court for the Central District of California, where the matter is currently pending.

For the fiscal year ended December [removed: 28, 2024][added: 27, 2025]

[removed: ][added: ]

The aggregate market value of PepsiCo, Inc. Common Stock held by nonaffiliates of PepsiCo, Inc. (assuming for these purposes, but without conceding, that all executive officers and directors of PepsiCo, Inc. are affiliates of PepsiCo, Inc.) as of June [removed: 14, 2024,] [added: 13, 2025,] the last day of business of our most recently completed second fiscal quarter, was [removed: $224.8] [added: $179.0] billion (based on the closing sale price of PepsiCo, Inc.’s Common Stock on that date as reported on the Nasdaq Global Select Market).

The number of shares of PepsiCo, Inc. Common Stock outstanding as of January [removed: 28, 2025] [added: 23, 2026] was [removed: 1,371,499,838.][added: 1,366,649,053.]

Portions of the Proxy Statement relating to PepsiCo, Inc.’s [removed: 2025] [added: 2026] Annual Meeting of Shareholders are incorporated by reference into Part III of this Form 10-K.

For the Fiscal Year Ended December [removed: 28, 2024][added: 27, 2025]

| Item 1. | | | [removed: [Business](#ica1389493ca24f0887fdf9c60fcb0fc2_16)] [added: [Business](#i8428063a818d4fe39600b7379bccefdb_16)] | | | [removed: [2](#ica1389493ca24f0887fdf9c60fcb0fc2_16)] [added: [2](#i8428063a818d4fe39600b7379bccefdb_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#ica1389493ca24f0887fdf9c60fcb0fc2_52)] [added: Factors](#i8428063a818d4fe39600b7379bccefdb_52)] | | | [removed: [12](#ica1389493ca24f0887fdf9c60fcb0fc2_52)] [added: [11](#i8428063a818d4fe39600b7379bccefdb_52)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#ica1389493ca24f0887fdf9c60fcb0fc2_55)] [added: Comments](#i8428063a818d4fe39600b7379bccefdb_55)] | | | [removed: [26](#ica1389493ca24f0887fdf9c60fcb0fc2_55)] [added: [25](#i8428063a818d4fe39600b7379bccefdb_55)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#ica1389493ca24f0887fdf9c60fcb0fc2_58)] [added: [Cybersecurity](#i8428063a818d4fe39600b7379bccefdb_58)] | | | [removed: [26](#ica1389493ca24f0887fdf9c60fcb0fc2_58)] [added: [25](#i8428063a818d4fe39600b7379bccefdb_58)] | | |

| Item 2. | | | [removed: [Properties](#ica1389493ca24f0887fdf9c60fcb0fc2_61)] [added: [Properties](#i8428063a818d4fe39600b7379bccefdb_61)] | | | [removed: [28](#ica1389493ca24f0887fdf9c60fcb0fc2_61)] [added: [27](#i8428063a818d4fe39600b7379bccefdb_61)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#ica1389493ca24f0887fdf9c60fcb0fc2_64)] [added: Proceedings](#i8428063a818d4fe39600b7379bccefdb_64)] | | | [removed: [28](#ica1389493ca24f0887fdf9c60fcb0fc2_64)] [added: [27](#i8428063a818d4fe39600b7379bccefdb_64)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#ica1389493ca24f0887fdf9c60fcb0fc2_67)] [added: Disclosures](#i8428063a818d4fe39600b7379bccefdb_67)] | | | [removed: [29](#ica1389493ca24f0887fdf9c60fcb0fc2_67)] [added: [27](#i8428063a818d4fe39600b7379bccefdb_67)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ica1389493ca24f0887fdf9c60fcb0fc2_76)] [added: Securities](#i8428063a818d4fe39600b7379bccefdb_76)] | | | [removed: [32](#ica1389493ca24f0887fdf9c60fcb0fc2_76)] [added: [31](#i8428063a818d4fe39600b7379bccefdb_76)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ica1389493ca24f0887fdf9c60fcb0fc2_82)] [added: Operations](#i8428063a818d4fe39600b7379bccefdb_82)] | | | [removed: [33](#ica1389493ca24f0887fdf9c60fcb0fc2_82)] [added: [32](#i8428063a818d4fe39600b7379bccefdb_82)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ica1389493ca24f0887fdf9c60fcb0fc2_316)] [added: Risk](#i8428063a818d4fe39600b7379bccefdb_328)] | | | [removed: [120](#ica1389493ca24f0887fdf9c60fcb0fc2_316)] [added: [113](#i8428063a818d4fe39600b7379bccefdb_328)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#ica1389493ca24f0887fdf9c60fcb0fc2_319)] [added: Data](#i8428063a818d4fe39600b7379bccefdb_331)] | | | [removed: [120](#ica1389493ca24f0887fdf9c60fcb0fc2_319)] [added: [113](#i8428063a818d4fe39600b7379bccefdb_331)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ica1389493ca24f0887fdf9c60fcb0fc2_322)] [added: Disclosure](#i8428063a818d4fe39600b7379bccefdb_334)] | | | [removed: [120](#ica1389493ca24f0887fdf9c60fcb0fc2_322)] [added: [113](#i8428063a818d4fe39600b7379bccefdb_334)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#ica1389493ca24f0887fdf9c60fcb0fc2_325)] [added: Procedures](#i8428063a818d4fe39600b7379bccefdb_337)] | | | [removed: [120](#ica1389493ca24f0887fdf9c60fcb0fc2_325)] [added: [113](#i8428063a818d4fe39600b7379bccefdb_337)] | | |

| Item 9B. | | | [Other [removed: Information](#ica1389493ca24f0887fdf9c60fcb0fc2_328)] [added: Information](#i8428063a818d4fe39600b7379bccefdb_340)] | | | [removed: [121](#ica1389493ca24f0887fdf9c60fcb0fc2_328)] [added: [114](#i8428063a818d4fe39600b7379bccefdb_340)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ica1389493ca24f0887fdf9c60fcb0fc2_331)] [added: Inspections](#i8428063a818d4fe39600b7379bccefdb_343)] | | | [removed: [121](#ica1389493ca24f0887fdf9c60fcb0fc2_331)] [added: [114](#i8428063a818d4fe39600b7379bccefdb_343)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#ica1389493ca24f0887fdf9c60fcb0fc2_337)] [added: Governance](#i8428063a818d4fe39600b7379bccefdb_349)] | | | [removed: [121](#ica1389493ca24f0887fdf9c60fcb0fc2_337)] [added: [114](#i8428063a818d4fe39600b7379bccefdb_349)] | | |

| Item 11. | | | [Executive [removed: Compensation](#ica1389493ca24f0887fdf9c60fcb0fc2_340)] [added: Compensation](#i8428063a818d4fe39600b7379bccefdb_352)] | | | [removed: [122](#ica1389493ca24f0887fdf9c60fcb0fc2_340)] [added: [115](#i8428063a818d4fe39600b7379bccefdb_352)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ica1389493ca24f0887fdf9c60fcb0fc2_343)] [added: Matters](#i8428063a818d4fe39600b7379bccefdb_355)] | | | [removed: [122](#ica1389493ca24f0887fdf9c60fcb0fc2_343)] [added: [115](#i8428063a818d4fe39600b7379bccefdb_355)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ica1389493ca24f0887fdf9c60fcb0fc2_346)] [added: Independence](#i8428063a818d4fe39600b7379bccefdb_358)] | | | [removed: [122](#ica1389493ca24f0887fdf9c60fcb0fc2_346)] [added: [115](#i8428063a818d4fe39600b7379bccefdb_358)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#ica1389493ca24f0887fdf9c60fcb0fc2_349)] [added: Services](#i8428063a818d4fe39600b7379bccefdb_361)] | | | [removed: [122](#ica1389493ca24f0887fdf9c60fcb0fc2_349)] [added: [115](#i8428063a818d4fe39600b7379bccefdb_361)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#ica1389493ca24f0887fdf9c60fcb0fc2_355)] [added: Schedules](#i8428063a818d4fe39600b7379bccefdb_367)] | | | [removed: [123](#ica1389493ca24f0887fdf9c60fcb0fc2_355)] [added: [116](#i8428063a818d4fe39600b7379bccefdb_367)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#ica1389493ca24f0887fdf9c60fcb0fc2_358)] [added: Summary](#i8428063a818d4fe39600b7379bccefdb_370)] | | | [removed: [123](#ica1389493ca24f0887fdf9c60fcb0fc2_358)] [added: [116](#i8428063a818d4fe39600b7379bccefdb_370)] | | |

| 3.450% Senior Notes Due 2037 | | | | | | PEP37 | | | | | | The Nasdaq Stock Market LLC | | |

| 4.050% Senior Notes Due 2055 | | | | | | PEP55 | | | | | | The Nasdaq Stock Market LLC | | |

[Table of](#ica1389493ca24f0887fdf9c60fcb0fc2_7) [Contents](#ica1389493ca24f0887fdf9c60fcb0fc2_7)

We have received no written comments regarding our periodic or current reports from the staff of the SEC that were issued 180 days or more preceding the end of our [removed: 2024] [added: 2025] fiscal year and that remain unresolved.

Our enterprise risk management team collaborates with our [removed: Information Security] [added: Cybersecurity] function, led by the Company’s Chief Strategy and Transformation Officer and the Company’s Chief Information Security Officer, to gather insights for identifying, assessing and managing cybersecurity threat risks, their severity, and potential mitigations.

We assess PepsiCo’s [removed: Information Security] [added: Cybersecurity] program using an industry-leading cybersecurity framework from the National Institute of Standards and Technology.

[removed: We proactively evaluate the cybersecurity risk of a third party by utilizing a repository of risk assessments, external monitoring] sources, threat intelligence and predictive analytics to better inform PepsiCo during contracting and vendor selection processes.

Based on the information we have as of the date of this Form 10-K, we do not believe any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially [added: affected or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition.]

We proactively evaluate the cybersecurity risk of a third party by utilizing a repository of risk assessments, external monitoring

[Table of](#ica1389493ca24f0887fdf9c60fcb0fc2_7) [Contents](#ica1389493ca24f0887fdf9c60fcb0fc2_7)

affected or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition.

In connection with making, marketing, distributing and selling our products, each [removed: division] [added: segment] utilizes manufacturing, processing, bottling and production plants, warehouses, distribution centers, storage facilities, offices, including [removed: division] [added: segment] headquarters, research and development facilities and other facilities, all of which are either owned or leased.

Significant properties by [removed: division] [added: segment] are as follows:

| [removed: FLNA] [added: PFNA] | | | Research and development facility | | | | | | Plano, Texas | | | | | | Owned | | |

| [removed: QFNA] [added: PFNA] | | | Convenient food plant | | | | | | Cedar Rapids, Iowa | | | | | | Owned | | |

| LatAm [added: Foods] | | | Convenient food plant | | | | | | Celaya, Mexico | | | | | | Owned | | |

| LatAm [added: Foods] | | | Two convenient food plants | | | | | | Vallejo, Mexico | | | | | | Owned | | |

| [removed: Europe] [added: EMEA] | | | Convenient food plant | | | | | | Leicester, United Kingdom | | | | | | Owned (a) | | |

| [removed: Europe] [added: EMEA] | | | Convenient food plant | | | | | | Kashira, Russia | | | | | | Owned | | |

| [removed: Europe] [added: IB Franchise] | | | Manufacturing plant | | | | | | Lehavim, Israel | | | | | | Owned | | |

| [removed: Europe] [added: EMEA] | | | Dairy plant | | | | | | Moscow, Russia | | | | | | Owned | | |

| [removed: FLNA, QFNA, PBNA, LatAm, Corporate] [added: All segments] | | | Shared service center | | | | | | Mexico City, Mexico | | | | | | Leased | | |

| PBNA, [removed: LatAm] [added: IB Franchise] | | | Concentrate plant | | | | | | Colonia, Uruguay | | | | | | Owned (a) | | |

| PBNA, [removed: Europe, AMESA] [added: IB Franchise, EMEA] | | | Two concentrate plants | | | | | | Cork, Ireland | | | | | | Owned | | |

| PBNA, [removed: AMESA, APAC] [added: IB Franchise, EMEA] | | | Concentrate plant | | | | | | Singapore | | | | | | Owned (a) | | |

| All [removed: divisions] [added: segments] | | | Shared service center | | | | | | Hyderabad, India | | | | | | Leased | | |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| AMESA | | | Convenient food plant | | | | | | Riyadh, Saudi Arabia | | | | | | Owned (a) | | |

| APAC | | | Convenient food plant | | | | | | Shanghai, China | | | | | | Owned (a) | | |

The following is a list of names, ages and backgrounds of our current executive [removed: officers:][added: officers as of the date of filing of this Form 10-K with the SEC:]

| [removed: James] [added: Stephen] T. [removed: Caulfield] [added: Schmitt] | | | | | | [removed: 65] [added: 52] | | | | | | Executive Vice President and Chief Financial Officer, PepsiCo | | |

| David J. Flavell | | | | | | [removed: 53] [added: 54] | | | | | | Executive Vice President, General Counsel and Corporate Secretary, PepsiCo | | |

| [removed: Marie T. Gallagher] [added: Christine E. Tammara] | | | | | | [removed: 65] [added: 48] | | | | | | Senior Vice President and Controller, PepsiCo | | |

| Ram Krishnan | | | | | | [removed: 54] [added: 55] | | | | | | Chief Executive Officer, [removed: U.S. Beverages] [added: PepsiCo North America] | | |

| Ramon L. Laguarta | | | | | | [removed: 61] [added: 62] | | | | | | Chairman of the Board of Directors and Chief Executive Officer, PepsiCo | | |

| Silviu Popovici | | | | | | [removed: 57] [added: 58] | | | | | | Chief Executive Officer, Europe, Middle East and Africa | | |

| Becky Schmitt | | | | | | [removed: 51] [added: 52] | | | | | | Executive Vice President and Chief People Officer, PepsiCo | | |

| Eugene Willemsen | | | | | | [removed: 57] [added: 58] | | | | | | Chief Executive Officer, International [removed: Franchise] Beverages | | |

[removed: Caulfield] [added: Becky Schmitt] has served as Executive Vice President and Chief [removed: Financial] [added: People] Officer, PepsiCo, since [removed: November] [added: June] 2023.

[removed: Gallagher] [added: Tammara] was appointed [removed: PepsiCo’s] Senior Vice President and [removed: Controller in 2011.][added: Controller, PepsiCo effective May 2025.]

[removed: Ram Krishnan] [added: Eugene Willemsen] was appointed Chief Executive Officer, [removed: U.S.] [added: International] Beverages, effective January 2025.

Prior to that, Mr. Krishnan served as Chief Executive Officer, [added: U.S. Beverages from January 2025 to December 2025, as Chief Executive Officer,] PepsiCo Beverages North America from February 2024 to January 2025, as Chief Executive Officer, International Beverages and Chief Commercial Officer of PepsiCo from 2022 to February 2024, as Executive Vice President and Chief Commercial Officer, PepsiCo, from 2019 to 2021, as President and Chief Executive Officer of PepsiCo’s Asia Pacific, Australia and New Zealand and China Region from 2018 to 2020, and as PepsiCo’s Senior Vice President and Chief Customer Officer for Walmart, leading PepsiCo’s global Walmart customer team, from 2016 to 2017.

Mr. Krishnan joined PepsiCo in 2006 and held marketing roles of increasing responsibility from 2006 to 2016, including as Senior Vice President and Chief Marketing Officer, Frito-Lay North America from 2014 to 2016, as Senior Vice President, Marketing, Frito-Lay North America from 2012 to 2013 and [removed: as Vice President of Global Brands, Frito-Lay North America from 2011 to 2012.]

[added: Prior to the] acquisition, Mr. Popovici held senior leadership roles at WBD, running its dairy business from 2008 to 2011 and its beverages business from 2006 to 2008.

[removed: Paula Santilli] [added: Ram Krishnan] was appointed Chief Executive Officer, [removed: Latin America Foods,] [added: PepsiCo North America,] effective [removed: January] [added: December] 2025.

[removed: Becky] Schmitt was appointed Executive Vice President and Chief [removed: People] [added: Financial] Officer, [removed: PepsiCo, in June 2023.][added: effective November 2025.]

| Athina Kanioura | | | | | | 49 | | | | | | Chief Executive Officer, PepsiCo Latin America Foods and Executive Vice President, Strategy & Transformation Officer | | |

Athina Kanioura was appointed Chief Executive Officer, PepsiCo Latin America Foods and Executive Vice President, Strategy & Transformation Officer in December 2025.

Ms. Kanioura previously served as Executive Vice President and Chief Strategy and Transformation Officer, PepsiCo from 2020 to December 2025.

Prior to joining PepsiCo, Ms. Kanioura served as Chief Analytics Officer and Global Head of Applied Intelligence at Accenture plc from 2019 to 2020 and as its Global Data Science Lead from 2017 to 2019.

Since she joined Accenture in 2005, she held positions of increasing responsibility, including as Global Marketing and Commercial Analytics Lead.

as Vice President of Global Brands, Frito-Lay North America from 2011 to 2012.

Mr. Laguarta was elected to the board of directors of International Business Machines Corporation effective March 1, 2026.

Stephen T.

Prior to that, Mr. Schmitt served as Executive Vice President and Chief Financial Officer for Walmart U.S. from 2021 to November 2025, as Executive Vice President and Chief Financial Officer for Walmart U.S. Omni-Channel during 2021, as Senior Vice President and Chief Financial Officer for Walmart U.S. eCommerce from 2019 to 2020 and as Senior Vice President and Chief Financial Officer for Sam’s Club from 2018 to 2019.

Before these roles, Mr. Schmitt served in investor relations after joining Walmart in 2016.

Prior to joining Walmart, Mr. Schmitt held a variety of roles at Yum!

Brands from 2006 to 2016.

Christine E.

Prior to that, Ms. Tammara served as Senior Vice President, Controller, PepsiCo Beverages North America from 2023 to May 2025, as Senior Vice President and General Auditor from 2021 to 2023 and as Vice President and Assistant Controller, Technical Accounting and Policy from 2016 to 2021 and held a succession of roles in PepsiCo’s Control function.

Prior to joining PepsiCo in 2007, Ms. Tammara worked in external reporting at Reader’s Digest Association, Inc. and as an audit manager for PricewaterhouseCoopers LLP.

| Paula Santilli | | | | | | 60 | | | | | | Chief Executive Officer, Latin America Foods | | |

| Steven Williams | | | | | | 59 | | | | | | Chief Executive Officer, North America | | |

James T.

Prior to that, he served as Senior Vice President and Chief Financial Officer, PepsiCo Foods North America from 2019 to November 2023, as PepsiCo’s Senior Vice President, Investor Relations from 2010 to 2019, as Senior Vice President and Chief Financial Officer, PepsiCo Beverages Canada from 2010 to 2011, as Vice President, Corporate Strategy and Development from 2007 to 2010, Vice President, Investor Relations from 2005 to 2007 and as Vice President, Financial Planning and Analysis from 2000 to 2005.

He also held a variety of senior finance roles in Frito-Lay North America from 1995 to 2000 and was Director, Corporate Audit from 1993 to 1995.

Prior to joining PepsiCo in 1993, Mr. Caulfield was a partner at the accounting firm Coopers & Lybrand.

[Table of](#ica1389493ca24f0887fdf9c60fcb0fc2_7) [Contents](#ica1389493ca24f0887fdf9c60fcb0fc2_7)

Marie T.

Ms. Gallagher joined PepsiCo in 2005 as Vice President and Assistant Controller.

Prior to joining PepsiCo, Ms. Gallagher was Assistant Controller at Altria Corporate Services from 1992 to 2005 and, prior to that, a senior manager at Coopers & Lybrand.

As previously announced, Ms. Gallagher will retire from PepsiCo, effective May 3, 2025.

Mr. Laguarta has served as a director of Visa Inc. since 2019.

Prior to the

Prior to this role, Ms. Santilli served as Chief Executive Officer, Latin America from 2019 to 2024.

Previously, she served in various leadership positions at PepsiCo Mexico Foods, as President from 2017 to 2019, as Chief Operating Officer from 2016 to 2017 and as Vice President and General Manager from 2011 to 2016.

Prior to joining PepsiCo Mexico Foods, she held a variety of roles, including leadership positions in Beverages in Mexico, as well as in Foods and Snacks in the Latin America Southern Cone region comprising Argentina, Uruguay and Paraguay.

Ms. Santilli joined PepsiCo in 2001 following PepsiCo’s acquisition of the Quaker Oats Company.

At Quaker, she held various roles of increasing responsibility from 1992 to 2001, including running the regional Quaker Foods and Gatorade businesses in Argentina, Chile and Uruguay.

Eugene Willemsen was appointed Chief Executive Officer, International Franchise Beverages, effective January 2025.

Steven Williams was appointed Chief Executive Officer, North America, effective January 2025.

Prior to this role, Mr. Williams served as Chief Executive Officer, PepsiCo Foods North America from 2019 to 2024.

Previously, Mr. Williams served in leadership positions for Frito-Lay’s U.S. operations, as Senior Vice President, Commercial Sales and Chief Commercial Officer from 2017 to 2019 and as General Manager and Senior Vice President, East Division from 2016 to 2017.

Prior to that, he served as General Manager and Senior Vice President, Customer Management for PepsiCo’s global Walmart business from 2013 to 2016, as Sales Senior Vice President, North American Nutrition from 2011 to 2013 and as Vice President, Sales, Central Division from 2009 to 2011.

Mr. Williams joined PepsiCo in 2001 as a part of PepsiCo’s acquisition of the Quaker Oats Company, which he joined in 1997 and has held leadership positions of increasing responsibility in sales and customer management.

Shareholders – As of January [removed: 28, 2025,] [added: 23, 2026,] there were approximately [removed: 91,097] [added: 87,254] shareholders of record of our common stock.

For [removed: 2025,] [added: 2026,] the record dates for these dividend payments are expected to be March [removed: 7, June] 6, [added: June 5,] September [removed: 5] [added: 4] and December [removed: 5, 2025,] [added: 4, 2026,] subject to the approval of the Board.

On February [removed: 4, 2025,] [added: 3, 2026,] we announced a [removed: 5%] [added: 4%] increase in our annualized dividend to [removed: $5.69] [added: $5.92] per share from [removed: $5.42] [added: $5.69] per share, effective with the dividend expected to be paid in June [removed: 2025.][added: 2026.]

We expect to return a total of approximately [removed: $8.6] [added: $8.9] billion to shareholders in [removed: 2025,] [added: 2026,] comprising dividends of approximately [removed: $7.6] [added: $7.9] billion and share repurchases of approximately $1.0 billion.

A summary of our common stock repurchases (in millions, except average price per share) during the fourth quarter of [removed: 2024] [added: 2025] is set forth in the table below.

(a)All shares were repurchased in open market transactions pursuant to the $10 billion repurchase program authorized by our Board and publicly announced on February 10, 2022, which commenced on February 11, 2022 and [removed: will] [added: was originally set to] expire on February 28, 2026.

Shares repurchased under [removed: this program] [added: the 2026 Share Repurchase Program] may be repurchased in open market transactions, in privately negotiated transactions, in accelerated stock repurchase transactions or otherwise.

| 9/6/2025 | | | | | | | | | | | | | | | | | | | | | $ | 5,740 | |

| 9/7/2025-10/4/2025 | | | 0.7 | | | | | | $ | 141.35 | | | | | 0.7 | | | | | | (97) | | |

| | | | | | | | | | | | | | | | | | | | | | 5,643 | | |

| 10/5/2025-11/1/2025 | | | 0.4 | | | | | | $ | 149.10 | | | | | 0.4 | | | | | | (61) | | |

| | | | | | | | | | | | | | | | | | | | | | 5,582 | | |

| 11/2/2025-11/29/2025 | | | 0.3 | | | | | | $ | 145.16 | | | | | 0.3 | | | | | | (50) | | |

| | | | | | | | | | | | | | | | | | | | | | 5,532 | | |

| 11/30/2025-12/27/2025 | | | 0.2 | | | | | | $ | 147.53 | | | | | 0.2 | | | | | | (32) | | |

| Total | | | 1.6 | | | | | | $ | 144.88 | | | | | 1.6 | | | | | | $ | 5,500 | |

On February 3, 2026, we announced a new share repurchase program providing for the repurchase of up to $10 billion of PepsiCo common stock which commenced on February 1, 2026 and will expire on February 28, 2030 (2026 Share Repurchase Program), and such shares are excluded from the above table.

The 2026 Share Repurchase Program replaced and superseded the existing share repurchase program.

| 9/7/2024 | | | | | | | | | | | | | | | | | | | | | $ | 6,738 | |

| 9/8/2024-10/5/2024 | | | 0.7 | | | | | | $ | 172.85 | | | | | 0.7 | | | | | | (121) | | |

| | | | | | | | | | | | | | | | | | | | | | 6,617 | | |

| 10/6/2024-11/2/2024 | | | 0.2 | | | | | | $ | 171.08 | | | | | 0.2 | | | | | | (36) | | |

| | | | | | | | | | | | | | | | | | | | | | 6,581 | | |

| 11/3/2024-11/30/2024 | | | 0.3 | | | | | | $ | 162.42 | | | | | 0.3 | | | | | | (51) | | |

| | | | | | | | | | | | | | | | | | | | | | 6,530 | | |

| 12/1/2024-12/28/2024 | | | 0.2 | | | | | | $ | 159.84 | | | | | 0.2 | | | | | | (30) | | |

| Total | | | 1.4 | | | | | | $ | 168.51 | | | | | 1.4 | | | | | | $ | 6,500 | |

[Table of](#ica1389493ca24f0887fdf9c60fcb0fc2_7) [Contents](#ica1389493ca24f0887fdf9c60fcb0fc2_7)

Based on that evaluation, our management concluded that our internal control over financial reporting was effective as of December [removed: 28, 2024.][added: 27, 2025.]

(c) Changes in Internal Control over Financial Reporting. During our fourth quarter of [removed: 2024,] [added: 2025,] we continued migrating certain of our financial processing systems to an Enterprise Resource Planning (ERP) solution.

During [removed: 2024,] [added: 2025,] we continued implementing these systems, resulting in changes that materially affected our internal control over financial reporting.

Except with respect to the continued implementation of ERP systems, there have been no changes in our internal control over financial reporting during our fourth quarter of [removed: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

[Table of](#ica1389493ca24f0887fdf9c60fcb0fc2_7) [Contents](#ica1389493ca24f0887fdf9c60fcb0fc2_7)

During the 16 weeks ended December [removed: 28, 2024,] [added: 27, 2025,] none of our directors or executive officers adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation S-K.

Information about our directors and persons nominated to become directors is contained under the caption “Election of Directors” in our Proxy Statement for our [removed: 2025] [added: 2026] Annual Meeting of Shareholders to be filed with the SEC within 120 days of the year ended December [removed: 28, 2024 (the] [added: 27,] 2025 [added: (the 2026] Proxy Statement) and is incorporated herein by reference.

Information on beneficial ownership reporting compliance will be contained under the caption “Ownership of PepsiCo Common Stock - Delinquent Section 16(a) Reports,” if applicable, in our [removed: 2025] [added: 2026] Proxy Statement and is incorporated herein by reference.

Our Global Code of Conduct is distributed to all employees and is available on our website at [removed: http://www.pepsico.com.][added: https://www.pepsico.com.]

Information about the procedures by which security holders may recommend nominees to our Board of Directors can be found in our [removed: 2025] [added: 2026] Proxy Statement under the caption “Board Composition and Refreshment – Shareholder Recommendations and Nominations of Director Candidates” and is incorporated herein by reference.

Information concerning the composition of the Audit Committee and our Audit Committee financial experts is contained in our [removed: 2025] [added: 2026] Proxy Statement under the caption “Corporate Governance at PepsiCo – Committees of the Board of Directors – Audit Committee” and is incorporated herein by reference.

Information about the Company’s insider trading policy is contained in our [removed: 2025] [added: 2026] Proxy Statement under the caption “Corporate Governance at PepsiCo - Our Standards of Conduct - Insider Trading Policy” and is incorporated herein by reference.

[Table of](#ica1389493ca24f0887fdf9c60fcb0fc2_7) [Contents](#ica1389493ca24f0887fdf9c60fcb0fc2_7)

Information about director and executive officer compensation, Compensation Committee interlocks and the Compensation Committee Report is contained in our [removed: 2025] [added: 2026] Proxy Statement under the captions [removed: “2024] [added: “2025] Director Compensation,” “Executive Compensation,” “Corporate Governance at PepsiCo – Committees of the Board of Directors – Compensation Committee – Compensation Committee Interlocks and Insider Participation” and “Executive Compensation – Compensation Committee Report” and is incorporated herein by reference.

Information with respect to securities authorized for issuance under equity compensation plans can be found under the caption “Executive Compensation – Securities Authorized for Issuance Under Equity Compensation Plans” in our [removed: 2025] [added: 2026] Proxy Statement and is incorporated herein by reference.

Information on the number of shares of PepsiCo Common Stock beneficially owned by each director and named executive officer, by all directors and executive officers as a group and on each beneficial owner of more than 5% of PepsiCo Common Stock is contained under the caption “Ownership of PepsiCo Common Stock” in our [removed: 2025] [added: 2026] Proxy Statement and is incorporated herein by reference.

Information with respect to certain relationships and related transactions and director independence is contained under the captions “Corporate Governance at PepsiCo – Related Person Transactions” and “Corporate Governance at PepsiCo – Director Independence” in our [removed: 2025] [added: 2026] Proxy Statement and is incorporated herein by reference.

Information on our Audit Committee’s pre-approval policy and procedures for audit and other services and information on our principal accountant fees and services is contained in our [removed: 2025] [added: 2026] Proxy Statement under the caption “Ratification of Appointment of Independent Registered Public Accounting Firm – Audit and Other Fees” and is incorporated herein by reference.

| | | | Consolidated Statement of Income – Fiscal years ended December [added: 27, 2025, December] 28, [removed: 2024,] [added: 2024 and] December 30, 2023 [removed: and December 31, 2022] | | |

| | | | Consolidated Statement of Comprehensive Income – Fiscal years ended December [added: 27, 2025, December] 28, [removed: 2024,] [added: 2024 and] December 30, 2023 [removed: and December 31, 2022] | | |

| | | | Consolidated Statement of Cash Flows – Fiscal years ended December [added: 27, 2025, December] 28, [removed: 2024,] [added: 2024 and] December 30, 2023 [removed: and December 31, 2022] | | |

| | | | Consolidated Balance Sheet – December [removed: 28, 2024] [added: 27, 2025] and December [removed: 30, 2023] [added: 28, 2024] | | |

| | | | Consolidated Statement of Equity – Fiscal years ended December [added: 27, 2025, December] 28, [removed: 2024,] [added: 2024 and] December 30, 2023 [removed: and December 31, 2022] | | |

[Table of](#ica1389493ca24f0887fdf9c60fcb0fc2_7) [Contents](#ica1389493ca24f0887fdf9c60fcb0fc2_7)

[Table of](#ica1389493ca24f0887fdf9c60fcb0fc2_7) [Contents](#ica1389493ca24f0887fdf9c60fcb0fc2_7)

The documents incorporated by reference can be viewed on the SEC’s website at [removed: http://www.sec.gov.][added: https://www.sec.gov.]

| 3.1 | | | [Amended and Restated Articles of Incorporation of PepsiCo, Inc., effective as of May 1, 2019, which are incorporated herein by reference to Exhibit 3.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 3, [removed: 2019.](http://www.sec.gov/Archives/edgar/data/77476/000007747619000046/exhibit31articlesofinc.htm)] [added: 2019.](https://www.sec.gov/Archives/edgar/data/77476/000007747619000046/exhibit31articlesofinc.htm)] | | | | | |

| 3.2 | | | [By-laws of PepsiCo, Inc., as amended and restated, effective as [removed: of](https://www.sec.gov/Archives/edgar/data/77476/000007747624000046/pepsico-ex32xseptember2020.htm) [September 20](https://www.sec.gov/Archives/edgar/data/77476/000007747624000046/pepsico-ex32xseptember2020.htm)[, 202](https://www.sec.gov/Archives/edgar/data/77476/000007747624000046/pepsico-ex32xseptember2020.htm)[4](https://www.sec.gov/Archives/edgar/data/77476/000007747624000046/pepsico-ex32xseptember2020.htm)[,] [added: of September 20, 2024,] which are incorporated herein by reference to Exhibit 3.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission [removed: on](https://www.sec.gov/Archives/edgar/data/77476/000007747624000046/pepsico-ex32xseptember2020.htm) [September] [added: on September] 20, [removed: 2024](https://www.sec.gov/Archives/edgar/data/77476/000007747624000046/pepsico-ex32xseptember2020.htm)[.](https://www.sec.gov/Archives/edgar/data/77476/000007747624000046/pepsico-ex32xseptember2020.htm)] [added: 2024.](https://www.sec.gov/Archives/edgar/data/77476/000007747624000046/pepsico-ex32xseptember2020.htm)] | | | | | |

| 4.2 | | | [Indenture dated May 21, 2007 between PepsiCo, Inc. and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee, which is incorporated herein by reference to Exhibit 4.3 to PepsiCo, Inc.’s Registration Statement on Form S-3ASR (Registration No. 333-154314) filed with the Securities and Exchange Commission on October 15, [removed: 2008.](http://www.sec.gov/Archives/edgar/data/77476/000095012308012878/y71809exv4w3.htm)] [added: 2008.](https://www.sec.gov/Archives/edgar/data/77476/000095012308012878/y71809exv4w3.htm)] | | | | | |

| 4.3 | | | [Form of 5.50% Senior Note due 2040, which is incorporated herein by reference to Exhibit 4.4 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 13, [removed: 2010.](http://www.sec.gov/Archives/edgar/data/77476/000095012310002313/y81499exv4w4.htm)] [added: 2010.](https://www.sec.gov/Archives/edgar/data/77476/000095012310002313/y81499exv4w4.htm)] | | | | | |

| 4.4 | | | [Form of 4.875% Senior Note due 2040, which is incorporated herein by reference to Exhibit 4.3 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 25, [removed: 2010.](http://www.sec.gov/Archives/edgar/data/77476/000095012310095596/y87267exv4w3.htm)] [added: 2010.](https://www.sec.gov/Archives/edgar/data/77476/000095012310095596/y87267exv4w3.htm)] | | | | | |

| 4.5 | | | [Form of 2.625% Senior Note due 2026, which is incorporated herein by reference to Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 28, [removed: 2014.](http://www.sec.gov/Archives/edgar/data/77476/000110465914031301/a14-11218_1ex4d2.htm)] [added: 2014.](https://www.sec.gov/Archives/edgar/data/77476/000110465914031301/a14-11218_1ex4d2.htm)] | | | | | |

| 4.6 | | | [Form of 4.250% Senior Note due 2044, which is incorporated herein by reference to Exhibit 4.1 of PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 22, [removed: 2014.](http://www.sec.gov/Archives/edgar/data/77476/000110465914073055/a14-21385_4ex4d1.htm)] [added: 2014.](https://www.sec.gov/Archives/edgar/data/77476/000110465914073055/a14-21385_4ex4d1.htm)] | | | | | |

| [removed: 4.7] [added: 4.8] | | | [Form of [removed: 2.750%] [added: 4.450%] Senior Note due [removed: 2025,] [added: 2046,] which is incorporated herein by reference to Exhibit 4.4 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on [removed: April 30, 2015.](http://www.sec.gov/Archives/edgar/data/77476/000110465915032611/a15-10046_1ex4d4.htm)] [added: October 14, 2015.](https://www.sec.gov/Archives/edgar/data/77476/000110465915070645/a15-20899_1ex4d4.htm)] | | | | | |

| [removed: 4.8] [added: 4.7] | | | [Form of [removed: 3.500%] [added: 4.600%] Senior Note due [removed: 2025,] [added: 2045,] which is incorporated herein by reference to Exhibit [removed: 4.4] [added: 4.5] to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 17, [removed: 2015.](http://www.sec.gov/Archives/edgar/data/77476/000110465915051710/a15-15727_1ex4d4.htm)] [added: 2015.](https://www.sec.gov/Archives/edgar/data/77476/000110465915051710/a15-15727_1ex4d5.htm)] | | | | | |

| 4.9 | | | [Form of [removed: 4.600%] [added: 2.850%] Senior Note due [removed: 2045,] [added: 2026,] which is incorporated herein by reference to Exhibit [removed: 4.5] [added: 4.3] to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on [removed: July 17, 2015.](http://www.sec.gov/Archives/edgar/data/77476/000110465915051710/a15-15727_1ex4d5.htm)] [added: February 24, 2016.](https://www.sec.gov/Archives/edgar/data/77476/000110465916099579/a16-4973_1ex4d3.htm)] | | | | | |

| 4.10 | | | [Form of 4.450% Senior Note due 2046, which is incorporated herein by reference to Exhibit 4.4 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on [removed: October 14, 2015.](http://www.sec.gov/Archives/edgar/data/77476/000110465915070645/a15-20899_1ex4d4.htm)] [added: February 24, 2016.](https://www.sec.gov/Archives/edgar/data/77476/000110465916099579/a16-4973_1ex4d4.htm)] | | | | | |

| 4.11 | | | [Form of [removed: 2.850%] [added: 0.875%] Senior Note due [removed: 2026,] [added: 2028,] which is incorporated herein by reference to Exhibit [removed: 4.3] [added: 4.1] to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on [removed: February 24, 2016.](http://www.sec.gov/Archives/edgar/data/77476/000110465916099579/a16-4973_1ex4d3.htm)] [added: July 18, 2016.](https://www.sec.gov/Archives/edgar/data/77476/000110465916133022/a16-11909_5ex4d1.htm)] | | | | | |

| 4.12 | | | [Form of [removed: 4.450%] [added: 2.375%] Senior Note due [removed: 2046,] [added: 2026,] which is incorporated herein by reference to Exhibit [removed: 4.4] [added: 4.5] to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on [removed: February 24, 2016.](http://www.sec.gov/Archives/edgar/data/77476/000110465916099579/a16-4973_1ex4d4.htm)] [added: October 6, 2016.](https://www.sec.gov/Archives/edgar/data/77476/000110465916149114/a16-18482_5ex4d5.htm)] | | | | | |

| 4.13 | | | [Form of [removed: 0.875%] [added: 3.450%] Senior Note due [removed: 2028,] [added: 2046,] which is incorporated herein by reference to Exhibit [removed: 4.1] [added: 4.6] to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on [removed: July 18, 2016.](http://www.sec.gov/Archives/edgar/data/77476/000110465916133022/a16-11909_5ex4d1.htm)] [added: October 6, 2016.](https://www.sec.gov/Archives/edgar/data/77476/000110465916149114/a16-18482_5ex4d6.htm)] | | | | | |

| 4.14 | | | [Form of [removed: 2.375%] [added: 4.000%] Senior Note due [removed: 2026,] [added: 2047,] which is incorporated herein by reference to Exhibit 4.5 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on [removed: October 6, 2016.](http://www.sec.gov/Archives/edgar/data/77476/000110465916149114/a16-18482_5ex4d5.htm)] [added: May 2, 2017.](https://www.sec.gov/Archives/edgar/data/77476/000110465917028885/a17-9812_5ex4d5.htm)] | | | | | |

| 4.15 | | | [Form of [removed: 3.450%] [added: 3.000%] Senior Note due [removed: 2046,] [added: 2027,] which is incorporated herein by reference to Exhibit [removed: 4.6] [added: 4.3] to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October [removed: 6, 2016.](http://www.sec.gov/Archives/edgar/data/77476/000110465916149114/a16-18482_5ex4d6.htm)] [added: 10, 2017.](https://www.sec.gov/Archives/edgar/data/77476/000110465917061593/a17-21487_4ex4d3.htm)] | | | | | |

| [removed: 4.16] [added: 4.18] | | | [Form of 4.000% Senior Note due [removed: 2047,] [added: 2042,] which is incorporated herein by reference to Exhibit [removed: 4.5] [added: 4.3] to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on [removed: May] [added: March] 2, [removed: 2017.](http://www.sec.gov/Archives/edgar/data/77476/000110465917028885/a17-9812_5ex4d5.htm)] [added: 2012.](https://www.sec.gov/Archives/edgar/data/77476/000119312512094508/d310880dex43.htm)] | | | | | |

| [removed: 4.17] [added: 4.45] | | | [Form of [removed: 3.000%] [added: 2.750%] Senior Note due [removed: 2027,] [added: 2051,] which is incorporated herein by reference to Exhibit 4.3 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October [removed: 10, 2017.](http://www.sec.gov/Archives/edgar/data/77476/000110465917061593/a17-21487_4ex4d3.htm)] [added: 21, 2021.](https://www.sec.gov/Archives/edgar/data/77476/000110465921128479/tm2126857d6_ex4-3.htm)] | | | | | |

| [removed: 4.18] [added: 4.16] | | | [Board of Directors Resolutions Authorizing PepsiCo, Inc.’s Officers to Establish the Terms of the 5.50% Senior Notes due 2040 and 4.875% Senior Notes due 2040, which are incorporated herein by reference to Exhibit 4.1 to PepsiCo, Inc.’s Quarterly Report on Form 10-Q for the 24 weeks ended June 12, [removed: 2010.](http://www.sec.gov/Archives/edgar/data/77476/000119312510161855/dex41.htm)] [added: 2010.](https://www.sec.gov/Archives/edgar/data/77476/000119312510161855/dex41.htm)] | | | | | |

| [removed: 4.19] [added: 4.17] | | | [Board of Directors Resolutions Authorizing PepsiCo, Inc.’s Officers to Establish the Terms of the 4.000% Senior Notes due 2042 and the 3.600% Senior Notes due 2042, which are incorporated herein by reference to Exhibit 4.3 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, [removed: 2011.](http://www.sec.gov/Archives/edgar/data/77476/000095012311046737/y91154exv4w3.htm)] [added: 2011.](https://www.sec.gov/Archives/edgar/data/77476/000095012311046737/y91154exv4w3.htm)] | | | | | |

| [removed: 4.20] [added: 4.19] | | | [Form of [removed: 4.000%] [added: 3.600%] Senior Note due 2042, which is incorporated herein by reference to Exhibit 4.3 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on [removed: March 2, 2012.](http://www.sec.gov/Archives/edgar/data/77476/000119312512094508/d310880dex43.htm)] [added: August 13, 2012.](https://www.sec.gov/Archives/edgar/data/77476/000119312512352477/d385664dex43.htm)] | | | | | |

| [removed: 4.21] [added: 4.33] | | | [Form of [removed: 3.600%] [added: 2.750%] Senior Note due [removed: 2042,] [added: 2030,] which is incorporated herein by reference to Exhibit 4.3 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on [removed: August 13, 2012.](http://www.sec.gov/Archives/edgar/data/77476/000119312512352477/d385664dex43.htm)] [added: March 19, 2020.](https://www.sec.gov/Archives/edgar/data/77476/000110465920035907/tm2013070d1_ex4-3.htm)] | | | | | |

| [removed: 4.22] [added: 4.20] | | | [Form of 7.00% Senior Note due 2029, Series A, which is incorporated herein by reference to Exhibit 4.3 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 8, [removed: 2018.](http://www.sec.gov/Archives/edgar/data/77476/000110465918067008/a18-39673_1ex4d3.htm)] [added: 2018.](https://www.sec.gov/Archives/edgar/data/77476/000110465918067008/a18-39673_1ex4d3.htm)] | | | | | |

| [removed: 4.23] [added: 4.21] | | | [Form of 5.50% Senior Note due 2035, Series A, which is incorporated herein by reference to Exhibit 4.4 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 8, [removed: 2018.](http://www.sec.gov/Archives/edgar/data/77476/000110465918067008/a18-39673_1ex4d4.htm)] [added: 2018.](https://www.sec.gov/Archives/edgar/data/77476/000110465918067008/a18-39673_1ex4d4.htm)] | | | | | |

| [removed: 4.24] [added: 4.22] | | | [Form of 7.29% Senior Note due 2026, which is incorporated herein by reference to Exhibit 4.3 to PepsiCo, Inc.’s Registration Statement on Form S-4 (Registration No. 333-228466) filed with the Securities and Exchange Commission on November 19, [removed: 2018.](http://www.sec.gov/Archives/edgar/data/77476/000104746918007308/a2237103zex-4_3.htm)] [added: 2018.](https://www.sec.gov/Archives/edgar/data/77476/000104746918007308/a2237103zex-4_3.htm)] | | | | | |

| [removed: 4.25] [added: 4.23] | | | [Form of 7.44% Senior Note due 2026, which is incorporated herein by reference to Exhibit 4.4 to PepsiCo, Inc.’s Registration Statement on Form S-4 (Registration No. 333-228466) filed with the Securities and Exchange Commission on November 19, [removed: 2018.](http://www.sec.gov/Archives/edgar/data/77476/000104746918007308/a2237103zex-4_4.htm)] [added: 2018.](https://www.sec.gov/Archives/edgar/data/77476/000104746918007308/a2237103zex-4_4.htm)] | | | | | |

| [removed: 4.26] [added: 4.24] | | | [Form of 7.00% Senior Note due 2029, which is incorporated herein by reference to Exhibit 4.5 to PepsiCo, Inc.’s Registration Statement on Form S-4 (Registration No. 333-228466) filed with the Securities and Exchange Commission on November 19, [removed: 2018.](http://www.sec.gov/Archives/edgar/data/77476/000104746918007308/a2237103zex-4_5.htm)] [added: 2018.](https://www.sec.gov/Archives/edgar/data/77476/000104746918007308/a2237103zex-4_5.htm)] | | | | | |

| [removed: 4.27] [added: 4.25] | | | [Form of 5.50% Senior Note due 2035, which is incorporated herein by reference to Exhibit 4.6 to PepsiCo, Inc.’s Registration Statement on Form S-4 (Registration No. 333-228466) filed with the Securities and Exchange Commission on November 19, [removed: 2018.](http://www.sec.gov/Archives/edgar/data/77476/000104746918007308/a2237103zex-4_6.htm)] [added: 2018.](https://www.sec.gov/Archives/edgar/data/77476/000104746918007308/a2237103zex-4_6.htm)] | | | | | |

| [removed: 4.28] [added: 4.26] | | | [Form of 0.750% Senior Note due 2027, which is incorporated herein by reference to Exhibit 4.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 18, [removed: 2019.](http://www.sec.gov/Archives/edgar/data/77476/000110465919015601/a19-5533_3ex4d1.htm)] [added: 2019.](https://www.sec.gov/Archives/edgar/data/77476/000110465919015601/a19-5533_3ex4d1.htm)] | | | | | |

| [removed: 4.29] [added: 4.27] | | | [Form of 1.125% Senior Note due 2031, which is incorporated herein by reference to Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 18, [removed: 2019.](http://www.sec.gov/Archives/edgar/data/77476/000110465919015601/a19-5533_3ex4d2.htm)] [added: 2019.](https://www.sec.gov/Archives/edgar/data/77476/000110465919015601/a19-5533_3ex4d2.htm)] | | | | | |

| [removed: 4.30] [added: 4.28] | | | [Form of 2.625% Senior Note due 2029, which is incorporated herein by reference to Exhibit 4.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 29, [removed: 2019.](http://www.sec.gov/Archives/edgar/data/77476/000141057819000566/tv525941_ex4-1.htm)] [added: 2019.](https://www.sec.gov/Archives/edgar/data/77476/000141057819000566/tv525941_ex4-1.htm)] | | | | | |

| [removed: 4.31] [added: 4.29] | | | [Form of 3.375% Senior Note due 2049, which is incorporated herein by reference to Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 29, [removed: 2019.](http://www.sec.gov/Archives/edgar/data/77476/000141057819000566/tv525941_ex4-2.htm)] [added: 2019.](https://www.sec.gov/Archives/edgar/data/77476/000141057819000566/tv525941_ex4-2.htm)] | | | | | |

| [removed: 4.32] [added: 4.30] | | | [Form of 2.875% Senior Note due 2049, which is incorporated herein by reference to Exhibit 4.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 9, [removed: 2019.](http://www.sec.gov/Archives/edgar/data/77476/000141057819001590/tv530785_ex4-1.htm)] [added: 2019.](https://www.sec.gov/Archives/edgar/data/77476/000141057819001590/tv530785_ex4-1.htm)] | | | | | |

| [removed: 4.33] [added: 4.31] | | | [Form of 0.875% Senior Note due 2039, which is incorporated herein by reference to Exhibit 4.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 16, [removed: 2019.](http://www.sec.gov/Archives/edgar/data/77476/000141057819001659/tv530842_ex4-1.htm)] [added: 2019.](https://www.sec.gov/Archives/edgar/data/77476/000141057819001659/tv530842_ex4-1.htm)] | | | | | |

| 4.34 | | | [Form of [removed: 2.250%] [added: 3.500%] Senior Note due [removed: 2025,] [added: 2040,] which is incorporated herein by reference to Exhibit [removed: 4.1] [added: 4.4] to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 19, [removed: 2020.](http://www.sec.gov/Archives/edgar/data/77476/000110465920035907/tm2013070d1_ex4-1.htm)] [added: 2020.](https://www.sec.gov/Archives/edgar/data/77476/000110465920035907/tm2013070d1_ex4-4.htm)] | | | | | |

| [removed: 4.35] [added: 4.32] | | | [Form of 2.625% Senior Note due 2027, which is incorporated herein by reference to Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 19, [removed: 2020.](http://www.sec.gov/Archives/edgar/data/77476/000110465920035907/tm2013070d1_ex4-2.htm)] [added: 2020.](https://www.sec.gov/Archives/edgar/data/77476/000110465920035907/tm2013070d1_ex4-2.htm)] | | | | | |

| 4.36 | | | [Form of [removed: 2.750%] [added: 3.875%] Senior Note due [removed: 2030,] [added: 2060,] which is incorporated herein by reference to Exhibit [removed: 4.3] [added: 4.6] to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 19, [removed: 2020.](http://www.sec.gov/Archives/edgar/data/77476/000110465920035907/tm2013070d1_ex4-3.htm)] [added: 2020.](https://www.sec.gov/Archives/edgar/data/77476/000110465920035907/tm2013070d1_ex4-6.htm)] | | | | | |

| [removed: 4.37] [added: 4.35] | | | [Form of [removed: 3.500%] [added: 3.625%] Senior Note due [removed: 2040,] [added: 2050,] which is incorporated herein by reference to Exhibit [removed: 4.4] [added: 4.5] to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 19, [removed: 2020.](http://www.sec.gov/Archives/edgar/data/77476/000110465920035907/tm2013070d1_ex4-4.htm)] [added: 2020.](https://www.sec.gov/Archives/edgar/data/77476/000110465920035907/tm2013070d1_ex4-5.htm)] | | | | | |

| 4.38 | | | [Form of [removed: 3.625%] [added: 0.500%] Senior Note due [removed: 2050,] [added: 2028,] which is incorporated herein by reference to Exhibit [removed: 4.5] [added: 4.2] to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on [removed: March 19, 2020.](http://www.sec.gov/Archives/edgar/data/77476/000110465920035907/tm2013070d1_ex4-5.htm)] [added: May 6, 2020.](https://www.sec.gov/Archives/edgar/data/77476/000110465920057476/tm2015480d3_ex4-2.htm)] | | | | | |

| 4.60 | | | [Form of 4.400% Senior Note due 2027, which is incorporated herein by reference to Exhibit 4.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 7, 2025.](https://www.sec.gov/Archives/edgar/data/77476/000110465925010578/tm255549d1_ex4-1.htm) | | | | | |

| 4.61 | | | [Form of 4.450% Senior Note due 2028, which is incorporated herein by reference to Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 7, 2025.](https://www.sec.gov/Archives/edgar/data/77476/000110465925010578/tm255549d1_ex4-2.htm) | | | | | |

| 4.63 | | | [Form of 5.000% Senior Note due 2035, which is incorporated herein by reference to Exhibit 4.4 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 7, 2025.](https://www.sec.gov/Archives/edgar/data/77476/000110465925010578/tm255549d1_ex4-4.htm) | | | | | |

| 4.64 | | | [Form of 4.100% Senior Note due 2029, which is incorporated herein by reference to Exhibit 4.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 23, 2025.](https://www.sec.gov/Archives/edgar/data/77476/000110465925070029/tm2516509d5_ex4-1.htm) | | | | | |

| 4.67 | | | [Form of 5.000% Senior Note due 2035, which is incorporated herein by reference to Exhibit 4.4 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 23, 2025.](https://www.sec.gov/Archives/edgar/data/77476/000110465925070029/tm2516509d5_ex4-4.htm) | | | | | |

| 4.68 | | | [Form of 3.450% Senior Note due 2037, which is incorporated herein by reference to Exhibit 4.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 28, 2025.](https://www.sec.gov/Archives/edgar/data/77476/000110465925071182/tm2516509d4_ex4-1.htm) | | | | | |

| 10.23 | | | [2025 Form of Annual Long-Term Incentive Award Agreement (Performance Stock Units / Long-Term Cash Award), which is incorporated herein by reference to Exhibit 10 to PepsiCo, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 22, 2025.*](https://www.sec.gov/Archives/edgar/data/77476/000007747625000019/exhibit10-q12025.htm) | | | | | |

| 10.24 | | | [Letter Agreement, dated October 7, 2025, between PepsiCo, Inc. and Stephen Schmitt.*](https://www.sec.gov/Archives/edgar/data/77476/000007747626000007/pepsico202510-kexhibit1024.htm) | | | | | |

| 10.25 | | | [Letter Agreement, dated October 8, 2025, between PepsiCo, Inc. and James Caulfield.*](https://www.sec.gov/Archives/edgar/data/77476/000007747626000007/pepsico202510-kexhibit1025.htm) | | | | | |

| 10.26 | | | [November 10, 2025 Sign-On Restricted Stock Unit Award for Stephen Schmitt.*](https://www.sec.gov/Archives/edgar/data/77476/000007747626000007/pepsico202510-kexhibit1026.htm) | | | | | |

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[Table of](#ica1389493ca24f0887fdf9c60fcb0fc2_7) [Contents](#ica1389493ca24f0887fdf9c60fcb0fc2_7)

| /s/ Darren Walker | | | Director | | | February 3, 2025 | | |

| Darren Walker | | | | | | | | |