8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date ofReport (Date of earliest event reported): December 12, 2022

PepsiCo, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:

(914) 253-2000

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Item 7.01. Regulation FD Disclosure.

On December 12, 2022, PepsiCo, Inc. (“PepsiCo”) irrevocably deposited with The Bank of New York Mellon, as Trustee (the “Trustee”), cash and/or U.S. government securities in an aggregate amount sufficient to pay the principal and interest on each Note listed below (each, a “Note,” and collectively, the “Notes”), which Notes were originally issued by The Quaker Oats Company, on the date that such principal and interest is due and payable, in order to defease the issuer’s obligations under the Indenture referred to below with respect to each Note.

Pursuant to the terms of the Indenture, PepsiCo will be deemed to have paid and discharged the entire indebtedness on all the Notes on April 12, 2023, and the provisions of the Indenture shall no longer be in effect with respect to such Notes, except as to certain provisions set forth under the Indenture (the “Defeasance”).

The Notes were issued under the indenture dated as of May 1, 1989 (the “Original Indenture”) by and ‎between The Quaker Oats Company and The First National Bank of Chicago, as trustee, as supplemented by the first supplemental indenture dated as of January 11, 2005 (together with the Original Indenture, the “Indenture”), by and between PepsiCo and J.P. Morgan Trust Company, National Association, as trustee, to whom the Trustee succeeded in interest.

Certain United States Federal Income Tax Considerations

PepsiCo expects that the Defeasance will be treated as a taxable exchange of the Notes for U.S. federal income tax purposes. Holders of Notes are urged to consult their tax advisors as to the specific consequences of the Defeasance to them.

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The information in this Item 7.01 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.

Item 9.01. Financial Statements and Exhibits.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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