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10-K – 2026-02-03 – pep-20251227.htm
2025 2024 2023 Stock Options Total number of options granted (a) 1,804 2,034 2,162 Weighted-average grant-date fair value per unit of options granted $ 21.13 $ 27.29 $ 29.81 Total intrinsic value of options exercised (a) $ 35,558 $ 99,388 $ 100,209 Total grant-date fair value of options vested (a) $ 32,506 $ 14,759 $ 11,830 RSUs/PSUs Total number of RSUs/PSUs granted (a) 2,199 2,348 2,151 Weighted-average grant-date fair value per unit of RSUs/PSUs granted $ 153.22 $ 164.25 $ 171.11 Total intrinsic value of RSUs/PSUs converted (a) $ 299,958 $ 372,612 $ 396,123 Total grant-date fair value of RSUs/PSUs vested (a) $ 300,591 $ 280,673 $ 286,605 (a) In thousands. As of December 27, 2025 and December 28, 2024, there were approximately 341,000 and 311,000 outstanding awards, respectively, consisting primarily of phantom stock units that were granted under the PepsiCo Director Deferral Program and will be settled in shares of PepsiCo common stock pursuant to the LTIP at the end of the applicable deferral period, not included in the tables above. Note 7 — Pension, Retiree Medical and Savings Plans In 2025 and 2024, we recognized pre-tax settlement charges of $ 237 million ($ 183 million after-tax or $ 0.13 per share) and $ 213 million ($ 165 million after-tax or $ 0.12 per share), respectively, in a U.S. qualified defined benefit pension plan due to lump sum distributions to retired or terminated employees and the purchases of group annuity contracts whereby a third-party insurance company assumed the obligation to pay and administer future benefit payments for certain retirees. The settlement charges were triggered when the aggregate of the cumulative lump sum distributions and the annuity contract premiums exceeded the total annual service and interest cost. As of December 31, 2025, benefit accruals for salaried participants in the U.S. qualified defined benefit plans were frozen. Gains and losses resulting from actual experience differing from our assumptions, including the difference between the actual and expected return on plan assets, as well as changes in our assumptions, are determined at each measurement date. These differences are recognized as a component of net gain or loss in accumulated other comprehensive loss within common shareholders’ equity. If this net accumulated gain or loss exceeds 10 % of the greater of the market-related value of plan assets or plan obligations, a portion of the net gain or loss is included in other pension and retiree medical benefits (expense)/income for the following year based upon the average remaining service life for participants in PepsiCo Employees Retirement Hourly Plan (Plan H) (approximately 10 years) and retiree medical (approximately 12 years), and the remaining life expectancy for participants in PepsiCo Employees Retirement Plan I (Plan I) (approximately 26 years). The cost or benefit of plan changes that increase or decrease benefits for prior employee service (prior service cost/(credit)) is included in other pension and retiree medical benefits (expense)/income on a straight-line basis over the average remaining service life for participants in Plan H, and the remaining life expectancy for participants in Plan I, except that prior service cost/(credit) for salaried participants subject to the benefit accruals freeze effective December 31, 2025 was amortized on a straight-line basis over the period up to the effective date of the freeze. 85 Table of Contents Selected financial information for our pension and retiree medical plans is as follows: Pension Retiree Medical U.S. International 2025 2024 2025 2024 2025 2024 Change in projected benefit obligation Obligation at beginning of year $ 11,324 $ 12,035 $ 2,786 $ 2,986 $ 616 $ 677 Service cost 312 347 47 46 31 31 Interest cost 586 585 152 144 30 32 Plan amendments 10 12 1 1 — — Participant contributions — — 2 2 — — Experience loss/(gain) 247 ( 563 ) ( 74 ) ( 55 ) 18 ( 44 ) Benefit payments ( 640 ) ( 617 ) ( 112 ) ( 108 ) ( 74 ) ( 78 ) Settlement/curtailment ( 678 ) ( 506 ) ( 109 ) ( 62 ) — — Special termination benefits 21 31 — — — 1 Other, including foreign currency adjustment — — 234 ( 168 ) 2 ( 3 ) Obligation at end of year 11,182 11,324 2,927 2,786 623 616 Change in fair value of plan assets Fair value at beginning of year 10,609 11,541 3,397 3,528 163 183 Actual return on plan assets 1,296 ( 10 ) 149 142 15 5 Employer contributions/funding 354 236 67 59 51 53 Participant contributions — — 2 2 — — Benefit payments ( 640 ) ( 617 ) ( 112 ) ( 108 ) ( 74 ) ( 78 ) Settlement ( 670 ) ( 539 ) ( 109 ) ( 62 ) — — Other, including foreign currency adjustment — ( 2 ) 258 ( 164 ) — — Fair value at end of year 10,949 10,609 3,652 3,397 155 163 Funded status $ ( 233 ) $ ( 715 ) $ 725 $ 611 $ ( 468 ) $ ( 453 ) Amounts recognized Other assets $ 413 $ 388 $ 983 $ 792 $ — $ — Other current liabilities ( 61 ) ( 85 ) ( 14 ) ( 10 ) ( 55 ) ( 52 ) Other liabilities ( 585 ) ( 1,018 ) ( 244 ) ( 171 ) ( 413 ) ( 401 ) Net amount recognized $ ( 233 ) $ ( 715 ) $ 725 $ 611 $ ( 468 ) $ ( 453 ) Amounts included in accumulated other comprehensive loss (pre-tax) Net loss/(gain) $ 3,035 $ 3,618 $ 612 $ 633 $ ( 295 ) $ ( 333 ) Prior service cost/(credit) 61 54 ( 3 ) ( 5 ) ( 9 ) ( 14 ) Total $ 3,096 $ 3,672 $ 609 $ 628 $ ( 304 ) $ ( 347 ) Changes recognized in net loss/(gain) included in other comprehensive loss Net (gain)/loss arising in current year $ ( 252 ) $ 320 $ ( 21 ) $ 8 $ 14 $ ( 36 ) Amortization and settlement recognition ( 331 ) ( 298 ) ( 59 ) ( 43 ) 25 25 Foreign currency translation loss/(gain) — — 59 ( 39 ) ( 1 ) 1 Total $ ( 583 ) $ 22 $ ( 21 ) $ ( 74 ) $ 38 $ ( 10 ) Accumulated benefit obligation at end of year $ 11,093 $ 11,069 $ 2,740 $ 2,638 The net gain arising in the current year is primarily attributable to higher actual asset return as compared to expected return on plan assets, partially offset by losses due to changes in discount rates and demographic experience. 86 Table of Contents The amount we report in operating profit as pension and retiree medical cost is service cost, which is the value of benefits earned by employees for working during the year. The amounts we report below operating profit as pension and retiree medical cost consist of the following components: • Interest cost is the accrued interest on the projected benefit obligation due to the passage of time. • Expected return on plan assets is the long-term return we expect to earn on plan investments for our funded plans that will be used to settle future benefit obligations. • Amortization of prior service cost/(credit) represents the recognition in the income statement of benefit changes resulting from plan amendments. • Amortization of net loss/(gain) represents the recognition in the income statement of changes in the amount of plan assets and the projected benefit obligation based on changes in assumptions and actual experience. • Settlement/curtailment loss/(gain) represents the result of actions that effectively eliminate all or a portion of related projected benefit obligations. Settlements are triggered when payouts to settle the projected benefit obligation of a plan due to lump sums or other events exceed the total of annual service and interest cost. Settlements are recognized when actions are irrevocable and we are relieved of the primary responsibility and risk for projected benefit obligations. Lump sum payouts are generally higher when interest rates are lower. Curtailments are recognized when events such as plant closures, the sale of a business, or plan changes result in a significant reduction of future service or benefits. Curtailment losses are recognized when an event is probable and estimable, while curtailment gains are recognized when an event has occurred (when the related employees terminate or an amendment is adopted). • Special termination benefits are the additional benefits offered to employees upon departure due to actions such as restructuring. The components of total pension and retiree medical benefit costs are as follows: Pension Retiree Medical U.S. International 2025 2024 2023 2025 2024 2023 2025 2024 2023 Service cost $ 312 $ 347 $ 327 $ 47 $ 46 $ 43 $ 31 $ 31 $ 29 Other pension and retiree medical benefits expense/(income): Interest cost 586 585 593 152 144 141 30 32 36 Expected return on plan assets ( 805 ) ( 871 ) ( 851 ) ( 202 ) ( 205 ) ( 192 ) ( 11 ) ( 13 ) ( 13 ) Amortization of prior service costs/(credits) 3 ( 24 ) ( 26 ) ( 1 ) ( 2 ) ( 1 ) ( 5 ) ( 5 ) ( 6 ) Amortization of net losses/(gains) 84 77 70 27 21 13 ( 25 ) ( 25 ) ( 27 ) Net settlement/curtailment losses (a) 247 254 4 32 22 10 — — — Special termination benefits 21 31 ( 1 ) — — — — 1 — Total other pension and retiree medical benefits expense/(income) 136 52 ( 211 ) 8 ( 20 ) ( 29 ) ( 11 ) ( 10 ) ( 10 ) Total $ 448 $ 399 $ 116 $ 55 $ 26 $ 14 $ 20 $ 21 $ 19 (a) In 2025 and 2024, U.S. includes settlement charges of $ 237 million ($ 183 million after-tax or $ 0.13 per share) and $ 213 million ($ 165 million after-tax or $ 0.12 per share), respectively, related to the aggregate of lump sum distributions and the purchases of group annuity contracts exceeding the total of annual service and interest cost. 87 Table of Contents The following table provides the weighted-average assumptions used to determine net periodic benefit cost and projected benefit obligation for our pension and retiree medical plans: Pension Retiree Medical U.S. International 2025 2024 2023 2025 2024 2023 2025 2024 2023 Net Periodic Benefit Cost Service cost discount rate 5.8 % 5.1 % 5.4 % 7.8 % 6.9 % 7.0 % 5.6 % 5.1 % 5.4 % Interest cost discount rate 5.4 % 5.1 % 5.4 % 5.3 % 5.0 % 5.4 % 5.2 % 5.0 % 5.3 % Expected return on plan assets 7.5 % 7.4 % 7.4 % 5.8 % 5.8 % 5.7 % 7.1 % 7.1 % 7.1 % Rate of salary increases 3.9 % 3.9 % 3.2 % 4.0 % 4.3 % 4.2 % Projected Benefit Obligation Discount rate 5.5 % 5.7 % 5.1 % 5.8 % 5.5 % 5.1 % 5.2 % 5.5 % 5.1 % Rate of salary increases 3.1 % 3.9 % 3.9 % 4.5 % 4.0 % 4.3 % The following table provides selected information about plans with accumulated benefit obligation and total projected benefit obligation in excess of plan assets: Pension Retiree Medical U.S. International 2025 2024 2025 2024 2025 2024 Selected information for plans with accumulated benefit obligation in excess of plan assets Obligation for service to date $ ( 7,123 ) $ ( 7,315 ) $ ( 279 ) $ ( 194 ) Fair value of plan assets $ 6,480 $ 6,399 $ 177 $ 135 Selected information for plans with projected benefit obligation in excess of plan assets Benefit obligation $ ( 7,126 ) $ ( 7,502 ) $ ( 435 ) $ ( 346 ) $ ( 623 ) $ ( 616 ) Fair value of plan assets $ 6,480 $ 6,399 $ 177 $ 165 $ 155 $ 163 Of the total projected pension benefit obligation as of December 27, 2025, approximately $ 632 million relates to plans that we do not fund because the funding of such plans does not receive favorable tax treatment. Future Benefit Payments Our estimated future benefit payments are as follows: 2026 2027 2028 2029 2030 2031 - 2035 Pension $ 1,259 $ 963 $ 951 $ 977 $ 999 $ 5,242 Retiree medical (a) $ 76 $ 74 $ 72 $ 70 $ 68 $ 305 (a) Expected future benefit payments for our retiree medical plans do not reflect any estimated subsidies expected to be received under the 2003 Medicare Act. Subsidies are expected to be less than $ 1 million for each of the years from 2026 through 2030 and approximately $ 2 million in total for 2031 through 2035. These future benefit payments to beneficiaries include payments from both funded and unfunded plans. 88 Table of Contents Funding Contributions to our pension and retiree medical plans were as follows: Pension Retiree Medical 2025 2024 2023 2025 2024 2023 Discretionary (a) $ 261 $ 161 $ 267 $ — $ — $ — Non-discretionary 160 134 97 51 53 46 Total $ 421 $ 295 $ 364 $ 51 $ 53 $ 46 (a) Includes $ 250 million contribution in 2025, $ 150 million contribution in 2024 and $ 250 million contribution in 2023 to fund our U.S. qualified defined benefit plans. We made discretionary contributions of $ 200 million to a U.S. qualified defined benefit plan and $ 52 million to our international pension benefit plans in January 2026. In addition, in 2026, we expect to make non-discretionary contributions of approximately $ 80 million to our U.S. and international pension benefit plans and contributions of approximately $ 55 million for retiree medical benefits. We also regularly evaluate opportunities to reduce risk and volatility associated with our pension and retiree medical plans. Plan Assets Our pension plan investment strategy includes the use of actively managed accounts and is reviewed periodically in conjunction with plan obligations, an evaluation of market conditions, tolerance for risk and cash requirements for benefit payments. This strategy is also applicable to funds held for the retiree medical plans. Our investment objective includes ensuring that funds are available to meet the plans’ benefit obligations when they become due. Assets contributed to our pension plans are no longer controlled by us, but become the property of our individual pension plans. However, we are indirectly impacted by changes in these plan assets as compared to changes in our projected obligations. Our overall investment policy is to prudently invest plan assets in a well-diversified portfolio of equity and high-quality debt securities and real estate to achieve our long-term return expectations. Our investment policy also permits the use of derivative instruments, such as futures and forward contracts, to reduce interest rate and foreign currency risks. Futures contracts represent commitments to purchase or sell securities at a future date and at a specified price. Forward contracts consist of currency forwards. We also participate in securities lending programs to generate additional income by loaning plan assets to borrowers on a fully collateralized basis, including both cash and non-cash collaterals. For 2026 and 2025, our expected long-term rate of return on U.S. plan assets is 7.8 % and 7.5 %, respectively. Our target investment allocations for U.S. plan assets are as follows: 2026 2025 Fixed income 58 % 56 % U.S. equity 22 % 22 % International equity 16 % 18 % Real estate 4 % 4 % Actual investment allocations may vary from our target investment allocations due to prevailing market conditions. We regularly review our actual investment allocations and periodically rebalance our investments. The expected return on plan assets is based on our investment strategy and our expectations for long-term rates of return by asset class, taking into account volatility and correlation among asset classes and our historical experience. We also review current levels of interest rates and inflation to assess the reasonableness of the long-term rates. We evaluate our expected return assumptions annually to ensure 89 Table of Contents that they are reasonable. To calculate the expected return on plan assets, our market-related value of assets for fixed income is the actual fair value. For all other asset categories, such as equity securities, we use a method that recognizes investment gains or losses (the difference between the expected and actual return based on the market-related value of assets) over a five-year period. This has the effect of reducing year-to-year volatility. Plan assets measured at fair value as of year-end 2025 and 2024 are categorized consistently by Level 1 (quoted prices in active markets for identical assets), Level 2 (significant other observable inputs) and Level 3 in both years and are as follows: Fair Value Hierarchy Level 2025 2024 U.S. plan assets (a)(b) Equity securities, including preferred stock (c) 1 $ 4,248 $ 4,270 Government securities (d) 2 1,573 1,538 Corporate bonds (d) 2 3,963 3,903 Mortgage-backed securities (d) 2 134 125 Contracts with insurance companies (e) 3 1 1 Cash and cash equivalents (f) (g) 1, 2 700 732 Sub-total U.S. plan assets 10,619 10,569 Investments measured at net asset value (h) 817 561 Securities lending payables, net of dividends and interest receivable (g) ( 332 ) ( 358 ) Total U.S. plan assets $ 11,104 $ 10,772 International plan assets Equity securities (c) 1 $ 1,215 $ 1,172 Government securities (d) 2 987 932 Corporate bonds (d) 2 610 469 Fixed income commingled funds (i) 1 616 557 Contracts with insurance companies (e) 3 — 29 Cash and cash equivalents 1 85 128 Sub-total international plan assets 3,513 3,287 Investments measured at net asset value (h) 122 79 Dividends and interest receivable 17 31 Total international plan assets $ 3,652 $ 3,397 (a) Includes $ 155 million and $ 163 million in 2025 and 2024, respectively, of retiree medical plan assets that are restricted for purposes of providing health benefits for U.S. retirees and their beneficiaries. (b) Includes securities loaned to borrowers under the securities lending program with fair value of $ 649 million and $ 630 million in 2025 and 2024, respectively. (c) Invested in U.S. and international common stock and commingled funds, and the preferred stock portfolio was invested in domestic and international corporate preferred stock investments. The common and preferred stock investments are based on quoted prices in active markets. The commingled funds are based on the published price of the fund and include one large-cap fund that represents 12 % of total U.S. plan assets for both 2025 and 2024. (d) These investments are based on quoted bid prices for comparable securities in the marketplace and broker/dealer quotes in active markets. Corporate bonds of U.S.-based companies represents 31 % of total U.S. plan assets for both 2025 and 2024. (e) Based on the fair value of the contracts as determined by the insurance companies using inputs that are not observable. During 2025, our international plans liquidated Level 3 investments, resulting in no Level 3 assets as of year-end. The changes in U.S. Level 3 amounts were not significant in the years ended December 27, 2025 and December 28, 2024. (f) Includes Level 1 assets of $ 446 million and $ 456 million, and Level 2 assets of $ 254 million and $ 276 million for 2025 and 2024, respectively. (g) Includes $ 430 million and $ 447 million of cash collateral for 2025 and 2024, respectively, under the securities lending program offset by corresponding securities lending payable of the same amount. The net impact on the fair value of U.S. plan assets is zero . (h) Includes investments in private credit funds, limited partnerships and mortgage funds. These funds are based on the net asset value of the investments owned by these funds as determined by independent third parties using inputs that are not observable. The majority of the funds are redeemable quarterly subject to availability of cash and have notice periods ranging from 30 to 90 days. (i) Based on the published price of the fund. 90 Table of Contents Retiree Medical Cost Trend Rates The assumed health care cost trend rates are as follows: 2026 2025 Average increase assumed 8 % 5 % Ultimate projected increase 4 % 4 % Year of ultimate projected increase 2046 2046 Annually, we review external data and our historical experience to estimate assumed health care cost trend rates that impact our retiree medical plan obligation and expense, however the cap on our share of retiree medical costs limits the impact. Savings Plan Certain U.S. employees are eligible to participate in a 401(k) savings plan, which is a voluntary defined contribution plan. The plan is designed to help employees accumulate savings for retirement and we make Company matching contributions for certain employees on a portion of employee contributions based on years of service. Certain U.S. employees, who are either not eligible to participate in a defined benefit pension plan or whose benefit is capped, are also eligible to receive an employer contribution based on either years of service or age and years of service regardless of employee contribution. In 2025, 2024 and 2023, our total Company contributions were $ 434 million, $ 411 million and $ 356 million, respectively. Note 8 — Debt Obligations The following table summarizes our debt obligations: 2025 (a) 2024 (a) Short-term debt obligations (b) Current maturities of long-term debt $ 4,030 $ 4,004 Commercial paper ( 3.8 % and 4.5 %) 2,641 2,818 Other borrowings 190 260 $ 6,861 $ 7,082 Long-term debt obligations (b) Notes due 2025 ( 3.2 %) $ — $ 3,999 Notes due 2026 ( 3.6 % and 3.7 %) 4,003 3,941 Notes due 2027 ( 3.2 % and 3.1 %) 3,933 3,370 Notes due 2028 ( 2.4 % and 2.1 %) 4,203 3,240 Notes due 2029 ( 4.3 % and 4.6 %) 4,043 3,239 Notes due 2030 ( 3.2 % and 2.6 %) 4,171 2,472 Notes due 2031-2060 ( 3.4 % and 3.2 %) 25,956 20,928 Other, due 2025-2042 42 39 46,351 41,228 Less: current maturities of long-term debt obligations 4,030 4,004 Total $ 42,321 $ 37,224 (a) Amounts are shown net of unamortized net discounts of $ 224 million and $ 267 million for 2025 and 2024, respectively. (b) The interest rates presented reflect weighted-average effective interest rates at year-end. Certain of our fixed rate indebtedness have been swapped to floating rates through the use of interest rate derivative instruments. See Note 9 for further information regarding our interest rate swap contracts. 91 Table of Contents As of December 27, 2025 and December 28, 2024, our international debt of $ 272 million and $ 325 million, respectively, was related to borrowings from external parties, including various lines of credit. These lines of credit are subject to normal banking terms and conditions and are fully committed at least to the extent of our borrowings. In 2025, we issued the following senior notes: Interest Rate Maturity Date Principal Amount (a) 4.400 % February 2027 $ 500 4.450 % February 2028 $ 750 4.600 % February 2030 $ 1,000 5.000 % February 2035 $ 1,250 4.100 % January 2029 $ 750 4.300 % July 2030 $ 650 4.650 % July 2032 $ 850 5.000 % July 2035 $ 1,250 3.450 % July 2037 € 500 (b) 4.050 % July 2055 € 500 (b) (a) Excludes debt issuance costs, discounts and premiums. (b) These notes, issued in euros, were designated as net investment hedges to partially offset the effects of foreign currency on our investments in certain of our foreign subsidiaries. The net proceeds from the issuances of the above notes were used for general corporate purposes, including the repayment of commercial paper. In 2025, we entered into a new five-year unsecured revolving credit agreement (2025 Five-Year Credit Agreement), which expires on May 23, 2030. The 2025 Five-Year Credit Agreement enables us and our borrowing subsidiaries to borrow up to $ 5.0 billion in U.S. dollars and/or euros, including a $ 0.75 billion swing line subfacility for euro-denominated borrowings permitted to be borrowed on a same-day basis, subject to customary terms and conditions. We may request that commitments under this agreement be increased up to $ 5.75 billion (or the equivalent amount in euros). Additionally, we may, up to two times during the term of the 2025 Five-Year Credit Agreement, request renewal of the agreement for an additional one-year period. The 2025 Five-Year Credit Agreement replaced our $ 5.0 billion five-year credit agreement, dated as of May 24, 2024. Also in 2025, we entered into a new 364-day unsecured revolving credit agreement (2025 364-Day Credit Agreement), which expires on May 22, 2026. The 2025 364-Day Credit Agreement enables us and our borrowing subsidiaries to borrow up to $ 5.0 billion in U.S. dollars and/or euros, subject to customary terms and conditions. We may request that commitments under this agreement be increased up to $ 5.75 billion (or the equivalent amount in euros). We may request renewal of this facility for an additional 364-day period or convert any amounts outstanding into a term loan for a period of up to one year, which term loan would mature no later than the anniversary of the then effective termination date. The 2025 364-Day Credit Agreement replaced our $ 5.0 billion 364-day credit agreement, dated as of May 24, 2024. Funds borrowed under the 2025 Five-Year Credit Agreement and the 2025 364-Day Credit Agreement may be used for general corporate purposes. Subject to certain conditions, we may borrow, prepay and reborrow amounts under these agreements. As of December 27, 2025, there were no outstanding borrowings under the 2025 Five-Year Credit Agreement or the 2025 364-Day Credit Agreement. In 2023, we discharged via legal defeasance $ 94 million outstanding principal amount of certain notes originally issued by our subsidiary, The Quaker Oats Company, following the deposit of $ 102 million of U.S. government securities with the Bank of New York Mellon, as trustee, in the fourth quarter of 2022. 92 Table of Contents Note 9 — Financial Instruments Derivatives and Hedging We are exposed to market risks arising from adverse changes in: • commodity prices, affecting the cost of our raw materials and energy; • foreign exchange rates and currency restrictions; and • interest rates. In the normal course of business, we manage commodity price, foreign exchange and interest rate risks through a variety of strategies, including productivity initiatives, global purchasing programs and hedging. Ongoing productivity initiatives involve the identification and effective implementation of meaningful cost-saving opportunities or efficiencies, including the use of derivatives. We do not use derivative instruments for trading or speculative purposes. Our global purchasing programs include fixed-price contracts and purchase orders and pricing agreements. Our hedging strategies include the use of derivatives and non-derivative debt instruments. Certain derivatives are designated as either cash flow, fair value or net investment hedges and qualify for hedge accounting treatment, while others do not qualify and are marked to market through earnings. The accounting for qualifying hedges allows changes in a hedging instrument’s fair value to offset corresponding changes in the hedged item in the same reporting period that the hedged item impacts earnings. Gains or losses on derivatives designated as cash flow and net investment hedges are recorded in accumulated other comprehensive loss within common shareholders’ equity and reclassified to our income statement when the hedged transaction affects earnings for cash flow hedges and when the hedged foreign operation is either sold or substantially liquidated for net investment hedges. If it becomes probable that the hedged transaction will not occur, we immediately recognize the related hedging gains or losses in earnings; such gains or losses reclassified during the year ended December 27, 2025 were not material . Cash flows from derivatives used to manage commodity price, foreign exchange or interest rate risks are classified as operating activities in the cash flow statement. We classify both the earnings and cash flow impact from these derivatives consistent with the underlying hedged item. Cash flows associated with the settlement of derivative instruments designated as net investment hedges of foreign operations are classified within investing activities. Credit Risk We perform assessments of our counterparty credit risk regularly, including reviewing netting agreements, if any, and a review of credit ratings, credit default swap rates and potential nonperformance of the counterparty. Based on our most recent assessment of our counterparty credit risk, we consider this risk to be low. In addition, we enter into derivative contracts with a variety of financial institutions that we believe are creditworthy in order to reduce our concentration of credit risk. Certain of our agreements with our counterparties require us to post full collateral on derivative instruments in a net liability position if our credit rating is at A2 (Moody’s Investors Service, Inc.) or A (S&P Global Ratings) and we have been placed on credit watch for possible downgrade or if our credit rating falls below either of these levels. The fair value of all derivative instruments with credit-risk-related contingent features that were in a net liability position as of December 27, 2025 was $ 96 million. We have posted no collateral under these contracts and no credit-risk-related contingent features were triggered as of December 27, 2025. Commodity Prices We are subject to commodity price risk because our ability to recover increased costs through higher pricing may be limited in the competitive environment in which we operate. This risk is managed through 93 Table of Contents the use of fixed-price contracts and purchase orders, pricing agreements and derivative instruments, which primarily include swaps and futures. In addition, risk to our supply of certain raw materials is mitigated through purchases from multiple geographies and suppliers. We use derivatives, with terms of no more than two years , to hedge price fluctuations related to a portion of our anticipated commodity purchases, primarily for agricultural products, energy and metals. Derivatives used to hedge commodity price risk that do not qualify for hedge accounting treatment are marked to market each period with the resulting gains and losses recorded in corporate unallocated expenses as either cost of sales or selling, general and administrative expenses, depending on the underlying commodity. These gains and losses are subsequently reflected in segment results when the segments recognize the cost of the underlying commodity in operating profit. Interest Rates We centrally manage our debt and investment portfolios considering investment opportunities and risks, tax consequences and overall financing strategies. We use various interest rate derivative instruments including, but not limited to, interest rate swaps, cross-currency interest rate swaps, Treasury locks and swap locks to manage our overall interest expense. These instruments effectively change the interest rate of specific debt issuances. Certain of our fixed rate indebtedness have been swapped to floating rates. The notional amount, interest payment and maturity date of our interest rate swap contracts match the principal, interest payment and maturity date of the related debt, and they have terms of no more than six years . Our Treasury locks and swap locks are entered into to protect against unfavorable interest rate changes relating to forecasted debt transactions. As of December 27, 2025, approximately 11 % of total debt was subject to variable rates, after the impact of the related interest rate swap contracts, compared to approximately 13 % as of December 28, 2024. Foreign Exchange We are exposed to foreign exchange risks in the international markets in which our products are made, manufactured, distributed or sold. Additionally, we are exposed to foreign exchange risk from foreign currency purchases and foreign currency assets and liabilities created in the normal course of business. We manage this risk through sourcing purchases from local suppliers, negotiating contracts in local currencies with foreign suppliers and through the use of derivatives including, but not limited to, forward contracts and cross-currency interest rate swap contracts. Exchange rate gains or losses related to foreign currency transactions are recognized as transaction gains or losses on our income statement as incurred. The forward contracts and cross-currency interest rate swap contracts have terms of no more than two years and twelve years , respectively. The notional amount, interest payment and maturity date of our cross-currency interest rate swap contracts match the principal, interest payment and maturity date of the related foreign currency debt. For foreign currency derivatives that do not qualify for hedge accounting treatment, gains and losses were offset by changes in the underlying hedged items, resulting in no material net impact on earnings. Net Investment Hedges We are exposed to foreign exchange risk from net investments in our foreign operations. We manage this risk for certain of our foreign operations by utilizing derivative and non-derivative instruments, including cross-currency interest rate swaps, forward contracts and foreign currency denominated debt designated as net investment hedges. The cross-currency interest rate swaps and forward contracts have terms of no more than ten years and one year , respectively. We use the spot method to assess hedge effectiveness for our net investment hedges. Excluded components in the form of interest accruals on cross-currency interest rate swaps are recorded in net 94 Table of Contents interest expense and other. Excluded components in the form of forward points on forward contracts are recorded in selling, general and administrative expenses. The notional amounts of our financial instruments used to hedge the above risks as of December 27, 2025 and December 28, 2024 are as follows: Notional Amounts (a) 2025 2024 Commodity contracts $ 1.5 $ 1.4 Interest rate swap contracts $ 2.0 $ 2.0 Foreign exchange contracts (b) $ 3.1 $ 3.1 Cross-currency contracts $ 1.7 $ 1.2 Non-derivative debt instruments (b) $ 4.4 $ 2.9 (a) In billions. (b) Subsequent to December 27, 2025, we designated $ 1.6 billion of foreign exchange contracts maturing in February 2026 and $ 4.5 billion of existing euro denominated debt as net investment hedges to partially offset the effects of foreign currency on our investments in certain of our foreign subsidiaries. Debt Securities Available-for-Sale Investments in available-for-sale debt securities are reported at fair value. Changes in the fair value of available-for-sale debt securities are generally recognized in accumulated other comprehensive loss within common shareholders’ equity. Changes in the fair value of available-for-sale debt securities impact earnings only when such securities are sold, or an allowance for expected credit losses or impairment is recognized. We regularly evaluate our investment portfolio for expected credit losses and impairment. In making this judgment, we evaluate, among other things, the extent to which the fair value of a debt security is less than its amortized cost; the financial condition of the issuer, including the credit quality, and any changes thereto; and our intent to sell, or whether we will more likely than not be required to sell, the debt security before recovery of its amortized cost basis. Our assessment of whether a debt security has a credit loss or is impaired could change in the future due to new developments or changes in assumptions related to any particular debt security. In 2022, we entered into an agreement with Celsius to distribute Celsius energy drinks in the United States and invested $ 550 million in Series A convertible preferred shares (Series A shares) issued by Celsius, which included certain conversion and redemption features. Shares underlying the transaction were priced at $ 75 per share ($ 25 per share after a three-for-one stock split in 2023), and are entitled to a 5 % annual dividend, payable either in cash or in-kind. On August 28, 2025, as part of the Celsius Transaction described in Note 4, we acquired Series B convertible preferred shares (Series B shares) issued by Celsius, valued at $ 585 million upon acquisition, excluding acquisition-related charges. Shares underlying the transaction were priced at $ 51.75 per share and are entitled to a 5 % annual dividend, payable either in cash or in-kind. In addition, as part of this transaction, the conversion and redemption periods of the Series A shares were extended to match the terms of the newly issued Series B shares, which was accounted for as a modification. Both series of shares include certain conversion and redemption features and convert into Celsius common shares after six years from issuance of the Series B shares if certain market-based conditions are met, or can be redeemed for cash after seven years from issuance of the Series B shares. Given our redemption rights associated with both series of shares, we classified our investments as Level 3 investments in available-for-sale debt securities. 95 Table of Contents The activity related to our Level 3 investments in certain available-for-sale debt securities is as follows: 2025 2024 Celsius: Balance, beginning of year $ 785 $ 1,156 Acquired 590 — Net unrealized gain/(loss) 507 ( 350 ) Cash dividends received ( 30 ) ( 21 ) Balance, end of year 1,852 785 Other: Balance, beginning of year 256 — Transfer from Level 2 (a) — 184 Net unrealized gain 19 72 Balance, end of year 275 256 Total Level 3 available-for-sale balance, end of year $ 2,127 $ 1,041 (a) Unobservable inputs to the fair value became more significant. There were no impairment charges related to our investments in available-for-sale debt securities in the years ended December 27, 2025, December 28, 2024 and December 30, 2023. There were net unrealized pre-tax gains of $ 860 million and $ 334 million as of December 27, 2025 and December 28, 2024, respectively, associated with our available-for-sale debt securities. TBG Investment We hold a 39 % noncontrolling interest in TBG, operating across North America and Europe, and we account for our investment under the equity method. In 2023, we recorded our proportionate share of TBG’s earnings, which included an impairment of TBG’s indefinite-lived intangible assets, and recorded an other-than-temporary impairment of our investment, both of which resulted in pre-tax impairment charges of $ 321 million ($ 243 million after-tax or $ 0.18 per share), recorded in selling, general and administrative expenses in our PBNA segment. We estimated the fair value of our ownership in TBG using discounted cash flows and an option pricing model related to our liquidation preference in TBG, which we categorized as Level 3 in the fair value hierarchy. In 2024, after identifying several indicators of impairment such as worsening operating losses and liquidity position, we quantitatively assessed our investment in TBG for impairment and, consequently, recorded an other-than-temporary impairment of our remaining investment, resulting in pre-tax impairment charges of $ 498 million ($ 416 million after-tax or $ 0.30 per share), with $ 409 million in our PBNA segment and $ 89 million in our EMEA segment, recorded in selling, general and administrative expenses. We estimated the fair value of our ownership in TBG using discounted cash flows. We also recorded an allowance for expected credit losses in selling, general and administrative expenses in 2024, primarily related to outstanding receivables associated with the Juice Transaction; see Note 1 for further information. 96 Table of Contents Recurring Fair Value Measurements The fair values of our financial assets and liabilities as of December 27, 2025 and December 28, 2024 are categorized as follows: 2025 2024 Fair Value Hierarchy Levels (a) Assets (a) Liabilities (a) Assets (a) Liabilities (a) Available-for-sale debt securities (b) 3 $ 2,127 $ — $ 1,041 $ — Index funds (c) 1 341 — 336 — Deferred compensation (d) 2 — 495 — 503 Contingent consideration (e) 3 — 278 — — Derivatives designated as fair value hedging instruments: Interest rate swap contracts (f) 2 19 3 — 46 Derivatives designated as cash flow hedging instruments: Foreign exchange contracts (g) 2 6 28 55 3 Cross-currency contracts (g) 2 — 102 — 165 Commodity contracts (h) 2 116 5 27 6 122 135 82 174 Derivatives designated as net investment hedging instruments: Foreign exchange contracts (g) 2 — 1 — — Cross-currency contracts (g) 2 — 34 1 4 — 35 1 4 Derivatives not designated as hedging instruments: Foreign exchange contracts (g) 2 6 32 28 12 Commodity contracts (h) 2 4 9 3 10 10 41 31 22 Total derivatives at fair value (i) 151 214 114 246 Total $ 2,619 $ 987 $ 1,491 $ 749 (a) Fair value hierarchy levels are defined in Note 7. Unless otherwise noted, financial assets are classified on our balance sheet within prepaid expenses and other current assets and other assets. Financial liabilities are classified on our balance sheet within accounts payable and other current liabilities and other liabilities. (b) Classified as other assets. The fair value of our investment in Celsius is estimated using probability-weighted discounted future cash flows based on a Monte Carlo simulation using significant unobservable inputs such as an 80 % probability that a certain market-based condition will be met and an average estimated discount rate of 8.5 % and 7.3 % as of December 27, 2025 and December 28, 2024, respectively. The fair value of the other investment is estimated using a lattice model primarily based on the underlying stock price, volatility and certain significant unobservable inputs, such as a discount rate of 8.3 % based on an estimated synthetic credit rating. An increase in the probability that certain market-based conditions will be met or a decrease in the discount rate would result in a higher fair value measurement, while a decrease in the probability that certain market-based conditions will be met or an increase in the discount rate would result in a lower fair value measurement. (c) Based on the price of index funds. These investments are classified as short-term investments and are used to manage a portion of market risk arising from our deferred compensation liability. (d) Based on the fair value of investments corresponding to employees’ investment elections. (e) In connection with our acquisition of poppi, we recorded a liability at fair value for the contingent consideration payable upon achievement of certain performance milestones by the third quarter of 2027, with a maximum payment of $ 300 million. If these performance milestones are not met, no payment will be made. The fair value of the liability is estimated using discounted future cash flows based on a Monte Carlo simulation using significant unobservable inputs such as forecasts of net revenue and margin. An increase in the net revenue and margin forecasts would result in a higher fair value measurement, while a decrease in the net revenue and margin forecasts would result in a lower fair value measurement. As of December 27, 2025, the fair value of the contingent consideration was $ 278 million, comprised of the acquisition date fair value of $ 180 million and a fair value increase of $ 98 million recorded in selling, general and administrative expenses. (f) Based on Secured Overnight Financing Rate forward rates. As of December 27, 2025, the carrying amount of hedged fixed-rate debt was $ 2.0 billion, which was classified on the balance sheet within long-term debt obligations. (g) Based on recently reported market transactions of spot and/or forward rates. 97 Table of Contents (h) Primarily based on recently reported market transactions of swap arrangements. (i) Derivative assets and liabilities are presented on a gross basis on our balance sheet. Amounts subject to enforceable master netting arrangements or similar agreements which are not offset on our balance sheet as of December 27, 2025 and December 28, 2024 were not material . Collateral received or posted against our asset or liability positions was not material . Exchange-traded commodity futures are cash-settled on a daily basis and, therefore, not included in the table. The carrying amounts of our cash and cash equivalents and short-term investments recorded at amortized cost approximate fair value (classified as Level 2 in the fair value hierarchy) due to their short-term maturity. The fair value of our debt obligations as of December 27, 2025 and December 28, 2024 was $ 46 billion and $ 40 billion, respectively, based upon prices of identical or similar instruments in the marketplace, which are considered Level 2 inputs. Losses/(gains) on our fair value hedges recognized in the income statement are as follows: 2025 2024 Interest rate swap contracts (a) $ ( 62 ) $ 46 (a) Interest rate derivative losses/(gains) are included in net interest expense and other. These losses/(gains) are substantially offset by decreases/increases in the value of the underlying debt, which are also included in net interest expense and other. Losses/(gains) on our cash flow hedges are categorized as follows: Losses/(Gains) Recognized in Accumulated Other Comprehensive Loss Losses/(Gains) Reclassified from Accumulated Other Comprehensive Loss into Income Statement (a) 2025 2024 2025 2024 Foreign exchange contracts $ 95 $ ( 101 ) $ 12 $ ( 6 ) Cross-currency contracts ( 63 ) 46 ( 67 ) 48 Commodity contracts ( 218 ) 57 ( 77 ) 123 Total $ ( 186 ) $ 2 $ ( 132 ) $ 165 (a) Foreign exchange derivative losses/(gains) are included in net revenue and cost of sales. Cross-currency interest rate swap derivative losses/(gains) are included in selling, general and administrative expenses. Commodity derivative losses/(gains) are included in either cost of sales or selling, general and administrative expenses, depending on the underlying commodity. See Note 11 for further information. Losses/(gains) on our net investment hedges are categorized as follows: Losses/(Gains) Recognized in Accumulated Other Comprehensive Loss Losses/(Gains) Recognized in Income Statement (a) 2025 2024 2025 2024 Non-derivative debt instruments $ 337 $ ( 133 ) $ — $ — Cross-currency contracts 33 3 ( 13 ) ( 5 ) Foreign exchange contracts ( 13 ) — — — Total $ 357 $ ( 130 ) $ ( 13 ) $ ( 5 ) (a) Amount excluded from the assessment of effectiveness recognized in earnings associated with cross-currency interest rate swaps and forward contracts. 98 Table of Contents Based on current market conditions, we expect to reclassify net gains of $ 100 million related to our cash flow hedges from accumulated other comprehensive loss within common shareholders’ equity into net income during the next 12 months. Losses/(gains) recognized in the income statement related to our non-designated hedges are categorized as follows: 2025 2024 Cost of sales Selling, general and administrative expenses Total Cost of sales Selling, general and administrative expenses Total Foreign exchange contracts $ 1 $ 66 $ 67 $ 1 $ 2 $ 3 Commodity contracts 16 6 22 2 8 10 Total $ 17 $ 72 $ 89 $ 3 $ 10 $ 13 Note 10 — Net Income Attributable to PepsiCo per Common Share The computations of basic and diluted net income attributable to PepsiCo per common share are as follows: 2025 2024 2023 Income Shares (a) Income Shares (a) Income Shares (a) Basic net income attributable to PepsiCo per common share $ 6.02 $ 6.97 $ 6.59 Net income available for PepsiCo common shareholders $ 8,240 1,369 $ 9,578 1,373 $ 9,074 1,376 Dilutive securities: Stock options, RSUs, PSUs and other (b) — 4 — 5 — 7 Diluted $ 8,240 1,373 $ 9,578 1,378 $ 9,074 1,383 Diluted net income attributable to PepsiCo per common share $ 6.00 $ 6.95 $ 6.56 (a) Weighted-average common shares outstanding (in millions). (b) The dilutive effect of these securities is calculated using the treasury stock method. The weighted-average amount of antidilutive securities excluded from the calculation of diluted earnings per common share was 8 million, 4 million and 3 million for the years ended December 27, 2025, December 28, 2024 and December 30, 2023, respectively. 99 Table of Contents Note 11 — Accumulated Other Comprehensive Loss Attributable to PepsiCo The changes in the balances of each component of accumulated other comprehensive loss attributable to PepsiCo are as follows: Currency Translation Adjustment Cash Flow Hedges Pension and Retiree Medical Available-for-Sale Debt Securities and Other (a) Accumulated Other Comprehensive Loss Attributable to PepsiCo Balance as of December 31, 2022 (b) $ ( 12,948 ) $ 1 $ ( 2,361 ) $ 6 $ ( 15,302 ) Other comprehensive (loss)/income before reclassifications (c) ( 442 ) ( 188 ) ( 493 ) 608 ( 515 ) Amounts reclassified from accumulated other comprehensive loss 108 146 37 — 291 Net other comprehensive (loss)/income ( 334 ) ( 42 ) ( 456 ) 608 ( 224 ) Tax amounts 27 10 98 ( 143 ) ( 8 ) Balance as of December 30, 2023 (b) ( 13,255 ) ( 31 ) ( 2,719 ) 471 ( 15,534 ) Other comprehensive loss before reclassifications (d) ( 1,965 ) ( 6 ) ( 280 ) ( 306 ) ( 2,557 ) Amounts reclassified from accumulated other comprehensive loss — 158 285 — 443 Net other comprehensive (loss)/income ( 1,965 ) 152 5 ( 306 ) ( 2,114 ) Tax amounts 3 ( 39 ) — 72 36 Balance as of December 28, 2024 (b) ( 15,217 ) 82 ( 2,714 ) 237 ( 17,612 ) Other comprehensive income before reclassifications (e) 1,633 186 234 482 2,535 Amounts reclassified from accumulated other comprehensive loss — ( 132 ) 362 — 230 Net other comprehensive income 1,633 54 596 482 2,765 Tax amounts 90 ( 10 ) ( 144 ) ( 113 ) ( 177 ) Balance as of December 27, 2025 (b) $ ( 13,494 ) $ 126 $ ( 2,262 ) $ 606 $ ( 15,024 ) (a) The movements primarily represent fair value changes in available-for-sale debt securities, including our investment in Celsius convertible preferred stock. See Note 9 for further information. (b) Pension and retiree medical amounts are net of taxes of $ 1,184 million as of December 31, 2022, $ 1,282 million as of both December 30, 2023 and December 28, 2024 and $ 1,138 million as of December 27, 2025. (c) Currency translation adjustment primarily reflects depreciation of the Russian ruble and South African rand, partially offset by appreciation of the Mexican peso. (d) Currency translation adjustment primarily reflects depreciation of the Mexican peso and Russian ruble. (e) Currency translation adjustment primarily reflects appreciation of the Russian ruble and Mexican peso. 100 Table of Contents The reclassifications from accumulated other comprehensive loss to the income statement are summarized as follows: Amount Reclassified from Accumulated Other Comprehensive Loss Affected Line Item in the Income Statement 2025 2024 2023 Currency translation: Divestitures $ — $ — $ 108 Selling, general and administrative expenses Cash flow hedges: Foreign exchange contracts ( 1 ) ( 1 ) ( 3 ) Net revenue Foreign exchange contracts 13 ( 5 ) 64 Cost of sales Cross-currency contracts ( 67 ) 48 ( 31 ) Selling, general and administrative expenses Interest rate swap contracts — ( 7 ) ( 9 ) Selling, general and administrative expenses Commodity contracts ( 79 ) 122 126 Cost of sales Commodity contracts 2 1 ( 1 ) Selling, general and administrative expenses Net (gains)/losses before tax ( 132 ) 158 146 Tax amounts 32 ( 37 ) ( 39 ) Net (gains)/losses after tax ( 100 ) 121 107 Pension and retiree medical items: Amortization of net prior service credit ( 3 ) ( 31 ) ( 33 ) Other pension and retiree medical benefits (expense)/income Amortization of net losses 86 73 56 Other pension and retiree medical benefits (expense)/income Settlement/curtailment losses 279 243 14 Other pension and retiree medical benefits (expense)/income Net losses before tax 362 285 37 Tax amounts ( 79 ) ( 62 ) ( 7 ) Net losses after tax 283 223 30 Total net losses reclassified for the year, net of tax $ 183 $ 344 $ 245 Note 12 — Leases Lessee We determine whether an arrangement is a lease at inception. We have operating leases for plants, warehouses, distribution centers, storage facilities, offices and other facilities, as well as machinery and equipment, including fleet. Our leases generally have remaining lease terms of up to 20 years, some of which include options to extend the lease term for up to five years and some of which include options to terminate the lease within one year . We consider these options in determining the lease term used to establish our right-of-use assets and lease liabilities. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We have lease agreements that contain both lease and non-lease components. For real estate leases, we account for lease components together with non-lease components (e.g., common-area maintenance). 101 Table of Contents Components of lease cost are as follows: 2025 2024 2023 Operating lease cost (a) $ 880 $ 788 $ 666 Variable lease cost (b) $ 185 $ 165 $ 146 Short-term lease cost (c) $ 570 $ 566 $ 582 (a) Includes right-of-use asset amortization of $ 727 million, $ 655 million, and $ 570 million in 2025 , 2024, and 2023, respectively. (b) Primarily related to adjustments for inflation, common-area maintenance and property tax. (c) Not recorded on our balance sheet. In 2025 , 2024 and 2023, we recognized gains of $ 291 million, $ 118 million and $ 52 million, respectively, on sale-leaseback transactions with lease terms of ten years or less. Supplemental cash flow information and non-cash activity related to our operating leases are as follows: 2025 2024 2023 Operating cash flow information: Cash paid for amounts included in the measurement of lease liabilities $ 866 $ 775 $ 655 Non-cash activity: Right-of-use assets obtained in exchange for lease obligations $ 1,046 $ 1,218 $ 1,088 Supplemental balance sheet information related to our operating leases is as follows: Balance Sheet Classification 2025 2024 Right-of-use assets Other assets $ 3,745 $ 3,383 Current lease liabilities Accounts payable and other current liabilities $ 719 $ 642 Noncurrent lease liabilities Other liabilities $ 3,127 $ 2,803 Weighted-average remaining lease term and discount rate for our operating leases are as follows: 2025 2024 2023 Weighted-average remaining lease term 7 years 7 years 7 years Weighted-average discount rate 5 % 4 % 4 % Maturities of lease liabilities by year for our operating leases are as follows: 2026 $ 858 2027 750 2028 631 2029 512 2030 434 2031 and beyond 1,342 Total lease payments 4,527 Less: Imputed interest 681 Present value of lease liabilities $ 3,846 Operating lease payments presented in the table above exclude approximately $ 900 million of minimum lease payments related to leases entered into but not yet commenced as of December 27, 2025, with weighted-average lease terms of thirteen years. Finance leases were not material as of December 27, 2025, December 28, 2024 and December 30, 2023. 102 Table of Contents Lessor We have various arrangements for certain foodservice and vending equipment under which we are the lessor. These leases meet the criteria for operating lease classification. Lease income associated with these leases is not material. Note 13 — Acquisitions and Divestitures Acquisition of poppi On May 19, 2025, we acquired all of the outstanding equity interest in poppi, a prebiotic soda business, for cash consideration of $ 1.95 billion and contingent consideration with an acquisition date fair value of $ 0.2 billion. See Note 9 for further information on the contingent consideration. In connection with this acquisition, other payments may be incurred, subject to the achievement of certain conditions. We accounted for the transaction as a business combination in the second quarter of 2025. We recognized and measured the identifiable assets acquired and liabilities assumed at their estimated fair values on the date of acquisition, in our PBNA segment. The preliminary estimates of the fair value of the identifiable assets acquired and liabilities assumed in this transaction as of the acquisition date primarily include goodwill and other intangible assets of approximately $ 2.0 billion. These preliminary estimates include management’s assumptions and are subject to revision as additional information is obtained about the facts and circumstances that existed as of the acquisition date, primarily related to intangible assets, which may result in adjustments to the preliminary values discussed above as valuations are finalized. We expect to finalize these amounts as soon as possible, but no later than the second quarter of 2026. Acquisition of Siete On January 17, 2025, we acquired all of the outstanding equity interest in Siete, a Mexican-American foods business, for total consideration of $ 1.2 billion in cash. We accounted for the transaction as a business combination in the first quarter of 2025. We recognized and measured the identifiable assets acquired and liabilities assumed at their estimated fair values on the date of acquisition, in our PFNA segment. The preliminary estimates of the fair value of the identifiable assets acquired and liabilities assumed in this transaction as of the acquisition date primarily include goodwill and other intangible assets of approximately $ 1.2 billion. These preliminary estimates include management’s assumptions and are subject to revision as additional information is obtained about the facts and circumstances that existed as of the acquisition date, primarily related to intangible assets, which may result in adjustments to the preliminary values discussed above as valuations are finalized. We will finalize these amounts in the first quarter of 2026. Acquisition of remaining ownership in Sabra On December 3, 2024, we acquired the Strauss Group’s 50 % ownership in Sabra for total consideration of $ 241 million in cash, resulting in Sabra becoming a wholly-owned subsidiary. Upon consolidation, we recognized a pre-tax gain of $ 122 million ($ 92 million after-tax or $ 0.07 per share) in our PFNA segment, recorded in selling, general and administrative expenses, related to the remeasurement of our previously held 50 % equity ownership in Sabra at fair value using a combination of the transaction price, net of a control premium, and discounted cash flows. We accounted for the acquisition as a business combination. We recognized and measured the identifiable assets acquired and liabilities assumed at their estimated fair values on the date of acquisition in our PFNA segment, which primarily included goodwill and other intangible assets of $ 0.3 billion and property, plant and equipment of $ 0.1 billion. The purchase price allocation was finalized in the fourth quarter of 2025. 103 Table of Contents Acquisition and Divestiture-Related Charges Acquisition and divestiture-related charges include merger and integration charges, transaction expenses, such as consulting, advisory and other professional fees, as well as fair value adjustments to contingent consideration and acquired inventory included in the acquisition-date balance sheets. Merger and integration charges include distribution agreement termination fees, impairment of certain acquisition-related intangible assets, employee-related costs, closing costs and other integration costs. A summary of charges is as follows: 2025 2024 2023 Cost of sales $ 57 $ — $ — Selling, general and administrative expenses 346 22 41 Impairment of intangible assets 50 — — Total $ 453 $ 22 $ 41 After-tax amount $ 347 $ 18 $ 23 Impact on net income attributable to PepsiCo per common share $ ( 0.25 ) $ ( 0.01 ) $ ( 0.02 ) 2025 2024 2023 PFNA $ 28 $ 9 $ — PBNA 422 8 16 EMEA (a) — — ( 2 ) Asia Pacific Foods 3 5 2 Corporate — — 25 Total $ 453 $ 22 $ 41 (a) Income amount represents adjustments for changes in estimates of previously recorded amounts. Note 14 — Supply Chain Financing Arrangements As part of our evolving market practices, we work with our suppliers to optimize our terms and conditions, which include the extension of payment terms. Our current payment terms with a majority of our suppliers generally range from 60 to 90 days, which we deem to be commercially reasonable. We will continue to monitor economic conditions and market practice working with our suppliers to adjust as necessary. We also maintain voluntary supply chain finance agreements with several participating global financial institutions. Under these agreements, our suppliers, at their sole discretion, may elect to sell their accounts receivable with PepsiCo to these participating global financial institutions. Supplier participation in these financing arrangements is voluntary. Our suppliers negotiate their financing agreements directly with the respective global financial institutions and we are not a party to these agreements. These financing arrangements allow participating suppliers to leverage PepsiCo’s creditworthiness in establishing credit spreads and associated costs, which generally provides our suppliers with more favorable terms than they would be able to secure on their own. Neither PepsiCo nor any of its subsidiaries provide any guarantees to any third party in connection with these financing arrangements. We have no economic interest in our suppliers’ decision to participate in these agreements. Our obligations to our suppliers, including amounts due and scheduled payment terms, are not impacted. All outstanding amounts related to suppliers participating in such financing arrangements are recorded within accounts payable and other current liabilities in our consolidated balance sheet. 104 Table of Contents A summary of our outstanding obligations confirmed as valid under the supplier finance program is as follows: 2025 2024 Confirmed obligations outstanding at beginning of year $ 1,478 $ 1,655 Invoices confirmed 6,668 6,552 Confirmed invoices paid ( 6,547 ) ( 6,636 ) Translation and other 82 ( 93 ) Confirmed obligations outstanding at end of year $ 1,681 $ 1,478 105 Table of Contents Note 15 — Supplemental Financial Information Balance Sheet 2025 2024 2023 Accounts and notes receivable Trade receivables $ 9,265 $ 8,487 Other receivables 2,471 2,202 Total 11,736 10,689 Allowance, beginning of year 356 175 $ 150 Net amounts charged to expense (a) 61 228 55 Deductions ( 55 ) ( 36 ) ( 26 ) Translation and other (a) ( 132 ) ( 11 ) ( 4 ) Allowance, end of year 230 356 $ 175 Accounts and notes receivable, net $ 11,506 $ 10,333 Property, plant and equipment, net Average Useful Life (Years) Land $ 1,110 $ 1,136 Buildings and improvements 15 - 44 13,875 11,938 Machinery and equipment, including fleet and software 5 - 15 41,113 36,990 Construction in progress 4,811 5,941 60,909 56,005 Accumulated depreciation ( 31,004 ) ( 27,997 ) Property, plant and equipment, net $ 29,905 $ 28,008 Depreciation expense $ 3,213 $ 2,945 $ 2,714 Other assets Noncurrent notes and accounts receivable $ 136 $ 111 Deferred marketplace spending 205 100 Pension plans 1,449 1,190 Right-of-use assets 3,745 3,383 Other investments (b) 2,526 1,346 Other 923 821 Total $ 8,984 $ 6,951 Accounts payable and other current liabilities Accounts payable (c) $ 11,704 $ 10,997 Accrued marketplace spending 3,512 3,458 Accrued compensation and benefits 2,230 2,256 Dividends payable 1,967 1,885 Current lease liabilities 719 642 Other current liabilities (d) 5,771 5,216 Total $ 25,903 $ 24,454 (a) In 2024, we recognized an allowance for expected credit losses related to outstanding receivables from TBG associated with the Juice Transaction. In 2025, the outstanding receivables and related allowance were reclassified to noncurrent notes and accounts receivable. See Note 1 for further information. (b) Includes our investment in Celsius convertible preferred stock. See Note 9 for further information. (c) Increase primarily reflects timing of payments and currency translation adjustments, partially offset by a decrease in capital expenditure payables. (d) Increase primarily reflects acquisition of poppi. See Note 13 for further information on acquisitions. 106 Table of Contents Statement of Cash Flows 2025 2024 2023 Interest paid $ 1,748 $ 1,585 $ 1,401 Income taxes paid, net of refunds (a) $ 3,083 $ 3,064 $ 2,532 (a) Includes tax payments of $ 772 million in 2025 , $ 579 million in 2024 and $ 309 million in 2023 related to the TCJ Act. Supplemental Non-Cash Activity 2025 2024 2023 Debt discharged via legal defeasance $ — $ — $ 94 Investment obtained for certain assets (see Notes 4 and 9) $ 554 $ — $ — The following table provides a reconciliation of cash and cash equivalents and restricted cash as reported within the balance sheet to the same items as reported in the cash flow statement: 2025 2024 Cash and cash equivalents $ 9,159 $ 8,505 Restricted cash included in other assets (a) 45 48 Total cash and cash equivalents and restricted cash $ 9,204 $ 8,553 (a) Primarily relates to collateral posted against certain of our derivative positions. Note 16 — Legal Contingencies The Company is party to a variety of litigation, claims, legal or regulatory proceedings, inquiries and investigations. While the results of such litigation, claims, legal or regulatory proceedings, inquiries and investigations cannot be predicted with certainty, management believes that the final outcome of the foregoing is not expected to have a material adverse effect on our financial condition, results of operations or cash flows. 107 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors PepsiCo, Inc.: Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting We have audited the accompanying Consolidated Balance Sheet of PepsiCo, Inc. and Subsidiaries (the Company) as of December 27, 2025 and December 28, 2024, the related Consolidated Statements of Income, Comprehensive Income, Cash Flows, and Equity for each of the fiscal years in the three-year period ended December 27, 2025, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 27, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 27, 2025 and December 28, 2024, and the results of its operations and its cash flows for each of the fiscal years in the three-year period ended December 27, 2025, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 27, 2025 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Basis for Opinions The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. 108 Table of Contents Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Unrecognized tax benefits As discussed in Note 5 to the consolidated financial statements, the Company’s global operating model gives rise to income tax obligations in the United States and in certain foreign jurisdictions in which it operates. As of December 27, 2025, the Company recorded reserves for unrecognized tax benefits of $2.4 billion. The Company establishes reserves if it believes that certain positions taken in its tax returns are subject to challenge and the Company likely will not succeed, even though the Company believes the tax return position is supportable under the tax law. The Company adjusts these reserves, as well as the related interest, in light of new information, such as the progress of a tax examination, new tax law, relevant court rulings or tax authority settlements. We identified the evaluation of certain of the Company’s unrecognized tax benefits as a critical audit matter because the application of tax law and interpretation of a tax authority’s settlement history is complex and involves subjective judgment. Such judgments impact both the timing and amount of the reserves that are recognized, including judgments about re-measuring liabilities for positions taken in prior years’ tax returns in light of new information. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the unrecognized tax benefits process, including controls to (1) identify uncertain income tax positions, (2) evaluate the tax law and tax authority’s settlement history used to estimate the unrecognized tax benefits, and (3) monitor for new information that may give rise to changes to the existing unrecognized tax benefits, such as progress of a tax examination, new tax law or tax authority 109 Table of Contents settlements. We involved tax and valuation professionals with specialized skills and knowledge, who assisted in assessing the unrecognized tax benefits by (1) evaluating the Company’s tax structure and transactions, including transfer pricing arrangements, and (2) assessing the Company’s interpretation of existing tax law as well as new and amended tax laws, tax positions taken, associated external counsel opinions, information from tax examinations, relevant court rulings and tax authority settlements. /s/ KPMG LLP We have served as the Company’s auditor since 1990. New York, New York February 2, 2026 110 Table of Contents GLOSSARY Acquisitions and divestitures : mergers and acquisitions activity, as well as divestitures and other structural changes, including changes in ownership or control in consolidated subsidiaries and nonconsolidated equity investees. Bottler Case Sales (BCS) : measure of physical beverage volume shipped to retailers and independent distributors from both PepsiCo and our independent bottlers. Bottler funding : financial incentives we give to our independent bottlers to assist in the distribution and promotion of our beverage products. Chief Operating Decision Maker (CODM) : our Chairman and Chief Executive Officer. Concentrate Shipments and Equivalents (CSE) : measure of our physical beverage volume shipments to independent bottlers. Constant currency : financial results assuming constant foreign currency exchange rates used for translation based on the rates in effect for the comparable prior-year period. In order to compute our constant currency results, we multiply or divide, as appropriate, our current-year U.S. dollar results by the current-year average foreign exchange rates and then multiply or divide, as appropriate, those amounts by the prior-year average foreign exchange rates. Beginning in 2025, on a prospective basis, we are also applying the constant currency calculation for our subsidiaries operating in highly inflationary economies. Consumers : people who eat and drink our products. CSD : carbonated soft drinks. Customers : authorized independent bottlers, distributors and retailers. Direct-Store-Delivery (DSD) : delivery system used by us, our independent bottlers and our distributors to deliver beverages and convenient foods directly to retail stores where our products are merchandised. Effective net pricing : reflects the year-over-year impact of discrete pricing actions, sales incentive activities and mix resulting from selling varying products in different package sizes and in different countries. Free cash flow : net cash from operating activities less capital spending, plus sales of property, plant and equipment. Independent bottlers : customers to whom we have granted exclusive contracts to sell and manufacture certain beverage products bearing our trademarks within a specific geographical area. Mark-to-market net impact : change in market value for commodity derivative contracts that we purchase to mitigate the volatility in costs of energy and raw materials that we consume. The market value is determined based on prices on national exchanges and recently reported transactions in the marketplace. NCB : non-carbonated beverage. Organic : a measure that adjusts for the impacts of foreign exchange translation, acquisitions and divestitures, and where applicable, the impact of the 53 rd reporting week. In excluding the impact of foreign exchange translation, we assume constant foreign exchange rates used for translation based on the rates in effect for the comparable prior-year period. See the definition of “Constant currency” for further information. 111 Table of Contents Total marketplace spending : includes sales incentives and discounts offered through various programs to our customers, consumers or independent bottlers, as well as advertising and other marketing activities. Transaction gains and losses : the impact on our consolidated financial statements of exchange rate changes arising from specific transactions. Translation adjustment : the impact of converting our foreign affiliates’ financial statements into U.S. dollars for the purpose of consolidating our financial statements. 112 Table of Contents Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Included in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Our Business Risks.” Item 8. Financial Statements and Supplementary Data. See “Item 15. Exhibits and Financial Statement Schedules.” Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. Not applicable. Item 9A. Controls and Procedures. (a) Disclosure Controls and Procedures. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of the end of the period covered by this report our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. (b) Management’s Annual Report on Internal Control over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based upon criteria established in Internal Control – Integrated Framework (2013) by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, our management concluded that our internal control over financial reporting was effective as of December 27, 2025. Attestation Report of the Registered Public Accounting Firm . KPMG LLP, an independent registered public accounting firm, has audited the consolidated financial statements included in this Annual Report on Form 10-K and, as part of their audit, has issued their report, included herein, on the effectiveness of our internal control over financial reporting. (c) Changes in Internal Control over Financial Reporting. During our fourth quarter of 2025, we continued migrating certain of our financial processing systems to an Enterprise Resource Planning (ERP) solution. These systems implementations are part of our ongoing global business transformation initiative, and we plan to continue implementing such systems throughout other parts of our businesses in phases over the next several years. In connection with these ERP implementations, we are updating and will continue to update our internal control over financial reporting, as necessary, to accommodate modifications to our business processes and accounting procedures. During 2025, we continued implementing these systems, resulting in changes that materially affected our internal control over financial reporting. These system implementations did not have an adverse effect, nor do we expect will have an adverse effect, on our internal control over financial reporting. In addition, in connection with our 2019 multi-year productivity plan, we continue to migrate to shared business models across our operations to further simplify, harmonize and automate processes. In connection with our 2019 multi-year 113 Table of Contents productivity plan and resulting organization and business process changes, we continue to enhance the design and documentation of our internal control over financial reporting processes, to maintain effective controls over our financial reporting. These changes have not materially affected, and we do not expect them to materially affect, 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 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We will continue to assess the impact on our internal control over financial reporting as we continue to implement our ERP solution and our 2019 multi-year productivity plan. Item 9B. Other Information. During the 16 weeks ended December 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. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. PART III Item 10. Directors, Executive Officers and Corporate Governance. Information about our directors and persons nominated to become directors is contained under the caption “Election of Directors” in our Proxy Statement for our 2026 Annual Meeting of Shareholders to be filed with the SEC within 120 days of the year ended December 27, 2025 (the 2026 Proxy Statement) and is incorporated herein by reference. Information about our executive officers is reported under the caption “Information About Our Executive Officers” in Part I of this report. 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 2026 Proxy Statement and is incorporated herein by reference. We have a written code of conduct that applies to all of our employees, including our Chairman of the Board of Directors and Chief Executive Officer, Chief Financial Officer and Controller, and to our Board of Directors. Our Global Code of Conduct is distributed to all employees and is available on our website at https://www.pepsico.com . A copy of our Global Code of Conduct may be obtained free of charge by writing to Investor Relations, PepsiCo, Inc., 700 Anderson Hill Road, Purchase, New York 10577. Any amendment to our Global Code of Conduct and any waiver applicable to our executive officers or senior financial officers will be posted on our website within the time period required by the SEC and applicable rules of The Nasdaq Stock Market LLC. Information about the procedures by which security holders may recommend nominees to our Board of Directors can be found in our 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 2026 Proxy Statement under the caption “Corporate Governance at PepsiCo – Committees of the Board of Directors – Audit Committee” and is incorporated herein by reference. 114 Table of Contents Information about the Company’s insider trading policy is contained in our 2026 Proxy Statement under the caption “Corporate Governance at PepsiCo - Our Standards of Conduct - Insider Trading Policy” and is incorporated herein by reference. Item 11. Executive Compensation. Information about director and executive officer compensation, Compensation Committee interlocks and the Compensation Committee Report is contained in our 2026 Proxy Statement under the captions “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. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 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 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 2026 Proxy Statement and is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence. 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 2026 Proxy Statement and is incorporated herein by reference. Item 14. Principal Accounting Fees and Services. 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 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. 115 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules. (a)1. Financial Statements The following consolidated financial statements of PepsiCo, Inc. and its affiliates are included herein by reference to the pages indicated on the index appearing in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”: Consolidated Statement of Income – Fiscal years ended December 27, 2025, December 28, 2024 and December 30, 2023 Consolidated Statement of Comprehensive Income – Fiscal years ended December 27, 2025, December 28, 2024 and December 30, 2023 Consolidated Statement of Cash Flows – Fiscal years ended December 27, 2025, December 28, 2024 and December 30, 2023 Consolidated Balance Sheet – December 27, 2025 and December 28, 2024 Consolidated Statement of Equity – Fiscal years ended December 27, 2025, December 28, 2024 and December 30, 2023 Notes to the Consolidated Financial Statements, and Report of Independent Registered Public Accounting Firm (PCAOB ID: 185 ). (a)2. Financial Statement Schedules These schedules are omitted because they are not required or because the information is set forth in the financial statements or the notes thereto. (a)3. Exhibits See Index to Exhibits. Item 16. Form 10-K Summary. None. 116 Table of Contents INDEX TO EXHIBITS ITEM 15(a)(3) The following is a list of the exhibits filed as part of this Form 10-K. The documents incorporated by reference can be viewed on the SEC’s website at https://www.sec.gov . EXHIBIT 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, 2019. 3.2 By-laws of PepsiCo, Inc., as amended and restated, effective as 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 on September 20, 2024. 4.1 PepsiCo, Inc. agrees to furnish to the Securities and Exchange Commission, upon request, a copy of any instrument, not otherwise filed herewith, defining the rights of holders of long-term debt of PepsiCo, Inc. and its consolidated subsidiaries and for any of its unconsolidated subsidiaries for which financial statements are required to be filed with the Securities and Exchange Commission. 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, 2008. 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, 2010. 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, 2010. 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, 2014. 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, 2014. 4.7 Form of 4.600% Senior Note due 2045, 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 July 17, 2015. 4.8 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 October 14, 2015. 4.9 Form of 2.850% Senior Note due 2026, 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 February 24, 2016. 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 February 24, 2016. 4.11 Form of 0.875% Senior Note due 2028, 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 18, 2016. 4.12 Form of 2.375% Senior Note due 2026, 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 October 6, 2016. 117 Table of Contents 4.13 Form of 3.450% Senior Note due 2046, which is incorporated herein by reference to Exhibit 4.6 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 6, 2016. 4.14 Form of 4.000% Senior Note due 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 May 2, 2017. 4.15 Form of 3.000% Senior Note due 2027, 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 10, 2017. 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, 2010. 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, 2011. 4.18 Form of 4.000% 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 March 2, 2012. 4.19 Form of 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 August 13, 2012. 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, 2018. 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, 2018. 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, 2018. 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, 2018. 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, 2018. 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, 2018. 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, 2019. 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, 2019. 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, 2019. 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, 2019. 118 Table of Contents 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, 2019. 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, 2019. 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, 2020. 4.33 Form of 2.750% Senior Note due 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 March 19, 2020. 4.34 Form of 3.500% 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 March 19, 2020. 4.35 Form of 3.625% Senior Note due 2050, 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 March 19, 2020. 4.36 Form of 3.875% Senior Note due 2060, which is incorporated herein by reference to Exhibit 4.6 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 19, 2020. 4.37 Form of 1.625% Senior Note due 2030, 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 May 1, 2020. 4.38 Form of 0.500% 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 May 6, 2020. 4.39 Form of 1.400% 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 October 7, 2020. 4.40 Form of 0.400% Senior Note due 2032, 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, 2020. 4.41 Form of 1.050% Senior Note due 2050, 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 October 9, 2020. 4.42 Form of 0.750% Senior Note due 2033, 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 14, 2021. 4.43 Form of 1.950% Senior Note due 2031, 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 21, 2021. 4.44 Form of 2.625% Senior Note due 2041, 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 October 21, 2021. 4.45 Form of 2.750% Senior Note due 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 21, 2021. 4.46 Form of 3.600% Senior Note due 2028, 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 18, 2022. 119 Table of Contents 4.47 Form of 4.200% Senior Note due 2052, 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 18, 2022. 4.48 Form of 3.900% Senior Note due 2032, 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 18, 2022. 4.49 Form of 3.200% 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 22, 2022. 4.50 Form of 3.550% Senior Note due 2034, 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 22, 2022. 4.51 Form of Floating Rate Note due 2026, 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 15, 2023. 4.52 Form of 4.550% 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 February 15, 2023. 4.53 Form of 4.450% Senior Note due 2028, 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 February 15, 2023. 4.54 Form of 4.450% Senior Note due 2033, 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 15, 2023. 4.55 Form of 4.650% Senior Note due 2053, 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 February 15, 2023. 4.56 Form of 5.125% Senior Note due 2026, 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 13, 2023. 4.57 Form of 4.500% 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 17, 2024. 4.58 Form of 4.800% Senior Note due 2034, 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 17, 2024. 4.59 Form of 5.250% Senior Note due 2054, 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 July 17, 2024. 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. 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. 4.62 Form of 4.600% Senior Note due 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 February 7, 2025. 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. 120 Table of Contents 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. 4.65 Form of 4.300% Senior Note due 2030, 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 23, 2025. 4.66 Form of 4.650% Senior Note due 2032, 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 July 23, 2025. 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. 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. 4.69 Form of 4.050% Senior Note due 2055, 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 28, 2025. 4.70 Board of Directors Resolutions Authorizing PepsiCo, Inc.’s Officers to Establish the Terms of the 2.625% Senior Notes due 2026, the 4.250% Senior Notes due 2044, the 4.600% Senior Notes due 2045, the 4.450% Senior Notes due 2046, the 2.850% Senior Notes due 2026, the 0.875% Senior Notes due 2028, the 2.375% Senior Notes due 2026, the 3.450% Senior Notes due 2046, the 4.000% Senior Notes due 2047, the 3.000% Senior Notes due 2027, the 7.00% Senior Notes due 2029, Series A, the 5.50% Senior Notes due 2035, Series A, the 7.29% Senior Notes due 2026, the 7.44% Senior Notes due 2026, the 7.00% Senior Notes due 2029, the 5.50% Senior Notes due 2035, the 0.750% Senior Notes due 2027, the 1.125% Senior Notes due 2031, the 2.625% Senior Notes due 2029, the 3.375% Senior Notes due 2049, the 2.875% Senior Notes due 2049, the 0.875% Senior Notes due 2039, the 2.625% Senior Notes due 2027, the 2.750% Senior Notes due 2030, the 3.500% Senior Notes due 2040, the 3.625% Senior Notes due 2050, the 3.875% Senior Notes due 2060, the 1.625% Senior Notes due 2030, the 0.500% Senior Notes due 2028, the 1.400% Senior Notes due 2031, the 0.400% Senior Notes due 2032, the 1.050% Senior Notes due 2050, the 0.750% Senior Notes due 2033, the 1.950% Senior Notes due 2031, the 2.625% Senior Notes due 2041, the 2.750% Senior Notes due 2051, the 3.600% Senior Notes due 2028, the 4.200% Senior Notes due 2052, the 3.900% Senior Notes due 2032, the 3.200% Senior Notes due 2029, the 3.550% Senior Notes due 2034, the Floating Rate Notes due 2026, the 4.550% Senior Notes due 2026, the 4.450% Senior Notes due 2028, the 4.450% Senior Notes due 2033, the 4.650% Senior Notes due 2053, the 5.125% Senior Notes due 2026, the 4.500% Senior Notes due 2029, the 4.800% Senior Notes due 2034, the 5.250% Senior Notes due 2054, 4.400% Senior Notes due 2027, the 4.450% Senior Notes due 2028, the 4.600% Senior Notes due 2030, the 5.000% Senior Notes due 2035, the 4.100% Senior Notes due 2029, the 4.300% Senior Notes due 2030, the 4.650% Senior Notes due 2032, the 5.000% Senior Notes due 2035, the 3.450% Senior Notes due 2037, and the 4.050% Senior Notes due 2055, which are 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 28, 2013. 4.71 Third Supplemental Indenture, dated as of October 24, 2018, between Pepsi-Cola Metropolitan Bottling Company, Inc. and The Bank New York Mellon Trust Company, N.A., as trustee, to the Indenture dated as of January 15, 1993 between Whitman Corporation and The First National Bank of Chicago, as trustee, 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 October 25, 2018. 121 Table of Contents 4.72 Second Supplemental Indenture, dated as of February 26, 2010, among Pepsi-Cola Metropolitan Bottling Company, Inc., PepsiAmericas, Inc. and The Bank New York Mellon Trust Company, N.A., as trustee, to the Indenture dated as of January 15, 1993 between Whitman Corporation and The First National Bank of Chicago, as trustee, 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 1, 2010. 4.73 First Supplemental Indenture, dated as of May 20, 1999, between Whitman Corporation and The First National Bank of Chicago, as trustee, to the Indenture dated as of January 15, 1993, between Whitman Corporation and The First National Bank of Chicago, as trustee, each of which is incorporated herein by reference to Exhibit 4.3 to Post-Effective Amendment No. 1 to PepsiAmericas, Inc.’s Registration Statement on Form S-8 (Registration No. 333-64292) filed with the Securities and Exchange Commission on December 29, 2005. 4.74 Form of PepsiAmericas, Inc. 7.29% Note due 2026, which is incorporated herein by reference to Exhibit 4.7 to PepsiCo, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 20, 2010. 4.75 Indenture dated as of February 12, 2024, between PepsiCo, Inc. and U.S. Bank Trust Company, National Association, as trustee, which is incorporated herein by reference to Exhibit 4.3 to PepsiCo, Inc.’s and PepsiCo Singapore Financing I Pte. Ltd.’s Registration Statement on Form S-3ASR filed with the Securities and Exchange Commission on February 12, 2024 (File No. 333-277003). 4.76 Indenture dated as of February 12, 2024, among PepsiCo Singapore Financing I Pte. Ltd., as issuer, PepsiCo, Inc., as guarantor, and U.S. Bank Trust Company, National Association, as trustee, which is incorporated herein by reference to Exhibit 4.5 to PepsiCo, Inc.’s and PepsiCo Singapore Financing I Pte. Ltd.’s Registration Statement on Form S-3ASR filed with the Securities and Exchange Commission on February 12, 2024 (File No. 333-277003). 4.77 PepsiCo Singapore Financing I Pte. Ltd. Board of Directors Resolutions Authorizing Officers of PepsiCo, Inc. and PepsiCo Singapore Financing I Pte. Ltd. to Establish the Terms of the Floating Rate Notes due 2027, the 4.650% Senior Notes due 2027, the 4.550% Senior Notes due 2029 and the 4.700% Senior Notes due 2034, which are incorporated herein by reference to Exhibit 4.10 to PepsiCo, Inc.’s and PepsiCo Singapore Financing I Pte. Ltd.’s Registration Statement on Form S-3ASR filed with the Securities and Exchange Commission on February 12, 2024 (File No. 333-277003). 4.78 Form of Global Note representing PepsiCo Singapore Financing I Pte. Ltd.’s Floating Rate Note due 2027, which is incorporated herein incorporated 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 16, 2024. 4.79 Form of Global Note representing PepsiCo Singapore Financing I Pte. Ltd.’s 4.650% Senior Note due 2027, which is incorporated herein incorporated 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 16, 2024. 4.80 Form of Global Note representing PepsiCo Singapore Financing I Pte. Ltd.’s 4.550% Senior Note due 2029, which is incorporated herein incorporated by reference to Exhibit 4.3 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 16, 2024. 4.81 Form of Global Note representing PepsiCo Singapore Financing I Pte. Ltd.’s 4.700% Senior Note due 2034, which is incorporated herein incorporated 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 16, 2024. 4.82 Description of Securities. 10.1 Form of PepsiCo, Inc. Director Indemnification Agreement, which is incorporated herein by reference to Exhibit 10.20 to PepsiCo, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 25, 2004.* 122 Table of Contents 10.2 Severance Plan for Executive Employees of PepsiCo, Inc. and Affiliates, which is incorporated herein by reference to Exhibit 10.5 to PepsiCo, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 6, 2008.* 10.3 Form of Aircraft Time Sharing Agreement, which is incorporated herein by reference to Exhibit 10 to PepsiCo, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 21, 2009.* 10.4 Specified Employee Amendments to Arrangements Subject to Section 409A of the Internal Revenue Code, adopted February 18, 2010 and March 29, 2010, which is incorporated herein by reference to Exhibit 10.13 to PepsiCo, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 20, 2010.* 10.5 PepsiCo, Inc. 2007 Long-Term Incentive Plan, as amended and restated March 13, 2014, which is incorporated herein by reference to Exhibit 10.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 14, 2014.* 10.6 The PepsiCo International Retirement Plan Defined Benefit Program, as amended and restated effective as of January 1, 2024, which is incorporated herein by reference to Exhibit 10.6 to PepsiCo, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 28, 2024.* 10.7 The PepsiCo International Retirement Plan Defined Contribution Program, as amended and restated effective as of January 1, 2026.* 10.8 PepsiCo, Inc. Long-Term Incentive Plan (as amended and restated May 4, 2016), which is incorporated herein by reference to Exhibit B to PepsiCo, Inc.’s Proxy Statement for its 2016 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on March 18, 2016.* 10.9 PepsiCo Pension Equalization Plan (Plan Document for the Pre-409A Program), as amended and restated effective as of January 1, 2022, which is incorporated herein by reference to Exhibit 10.9 to PepsiCo, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 25, 2021. * 10.10 PepsiCo Pension Equalization Plan (Plan Document for the 409A Program), as amended and restated effective as of January 1, 2024, which is incorporated herein by reference to Exhibit 10.10 to PepsiCo, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 28, 2024.* 10.11 PepsiCo Automatic Retirement Contribution Equalization Plan, as amended and restated effective as of January 1, 2025.* 10.12 PepsiCo Director Deferral Program (Plan Document for the 409A Program), amended and restated effective as of January 1, 2020 , which is incorporated by reference to Exhibit 10.25 to PepsiCo, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 28, 2019.* 10.13 PepsiCo Executive Income Deferral Program (Plan Document for the 409A Program), amended and restated effective as of January 1, 2023, which is incorporated herein by reference to Exhibit 10.13 to PepsiCo, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 30, 2023.* 10.14 Amendment to Certain PepsiCo Award Agreements, which is incorporated herein by reference to Exhibit 10.45 to PepsiCo, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 30, 2017. * 10.15 PepsiCo, Inc. Long Term Incentive Plan (as amended and restated December 20, 2017), which is incorporated herein by reference to Exhibit 10.47 to PepsiCo, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 30, 2017.* 10.16 PepsiCo, Inc. Executive Incentive Compensation Plan (as amended and restated effective February 4, 2021), which is incorporated by reference to Exhibit 10.20 to PepsiCo, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 26, 2020.* 123 Table of Contents 10.17 PepsiCo Executive Income Deferral Program (Plan Document for the Pre-409A Program), amended and restated effective as of January 1, 2019, which is incorporated by reference to Exhibit 10.35 to PepsiCo, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 28, 2019 .* 10.18 2022 Form of Annual Long-Term Incentive Award Agreement (Performance Stock Units / Long-Term Cash Award), which is incorporated herein by reference to Exhibit 10.1 to PepsiCo, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 19, 2022.* 10.19 2023 Form of Annual Long-Term Incentive Award Agreement (Performance Stock Units / Long-Term Cash Award), which is incorporated herein by reference to Exhibit 10.1 to PepsiCo, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 25, 2023.* 10.20 2020 Form of Annual Long-Term Incentive Award Agreement (Stock Options / Restricted Stock Units / Performance Stock Units), which is incorporated herein by reference to Exhibit 10.22 to PepsiCo, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 30, 2023.* 10.21 2021 Form of Annual Long-Term Incentive Award Agreement (Stock Options / Restricted Stock Units), which is incorporated herein by reference to Exhibit 10.23 to PepsiCo, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 30, 2023.* 10.22 2024 Form of Annual Long-Term Incentive Award Agreement (Performance Stock Units / Long-Term Cash Award), which is incorporated herein by reference to Exhibit 10.1 to PepsiCo, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 23, 2024.* 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.* 10.24 Letter Agreement, dated October 7, 2025, between PepsiCo, Inc. and Stephen Schmitt.* 10.25 Letter Agreement, dated October 8, 2025, between PepsiCo, Inc. and James Caulfield.* 10.26 November 10, 2025 Sign-On Restricted Stock Unit Award for Stephen Schmitt.* 19 PepsiCo, Inc. Insider Trading Policy, which is incorporated herein by reference to Exhibit 19 to PepsiCo, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 28, 2024. 21 Subsidiaries of PepsiCo, Inc. 22 Subsidiary Issuer of Guaranteed Securities. 23 Consent of KPMG LLP. 24 Power of Attorney. 31 Certification of our Chief Executive Officer and our Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32 Certification of our Chief Executive Officer and our Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97 PepsiCo, Inc. Compensation Recovery Policy for Covered Executives, which is incorporated herein by reference to Exhibit 97 to PepsiCo, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 30, 2023. 99.1 364-Day Credit Agreement, dated as of May 23, 2025, among PepsiCo, as borrower, the lenders named therein, and Citibank, N.A., as administrative agent, which is incorporated by reference to Exhibit 99.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2025. 124 Table of Contents 99.2 Five-Year Credit Agreement, dated as of May 23, 2025, among PepsiCo, as borrower, the lenders named therein, and Citibank, N.A., as administrative agent, which is incorporated by reference to Exhibit 99.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2025. 101 The following materials from PepsiCo, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 27, 2025 formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Statements of Cash Flows, (iv) the Consolidated Balance Sheets, (v) the Consolidated Statements of Equity and (vi) Notes to the Consolidated Financial Statements. 104 The cover page from the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2025, formatted in Inline XBRL and contained in Exhibit 101. * Management contracts and compensatory plans or arrangements required to be filed as exhibits pursuant to Item 15(a)(3) of this report. 125 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, PepsiCo has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: February 2, 2026 PepsiCo, Inc. By: /s/ Ramon L. Laguarta Ramon L. Laguarta Chairman of the Board of Directors and Chief Executive Officer 126 Table of Contents Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of PepsiCo and in the capacities and on the date indicated. SIGNATURE TITLE DATE /s/ Ramon L. Laguarta Chairman of the Board of Directors February 2, 2026 Ramon L. Laguarta and Chief Executive Officer /s/ Stephen T. Schmitt Executive Vice President February 2, 2026 Stephen T. Schmitt and Chief Financial Officer /s/ Christine E. Tammara Senior Vice President and Controller February 2, 2026 Christine E. Tammara (Principal Accounting Officer) /s/ Segun Agbaje Director February 2, 2026 Segun Agbaje /s/ Jennifer Bailey Director February 2, 2026 Jennifer Bailey /s/ Cesar Conde Director February 2, 2026 Cesar Conde /s/ Ian M. Cook Director February 2, 2026 Ian M. Cook /s/ Edith W. Cooper Director February 2, 2026 Edith W. Cooper /s/ Susan M. Diamond Director February 2, 2026 Susan M. Diamond /s/ Dina Dublon Director February 2, 2026 Dina Dublon /s/ Michelle Gass Director February 2, 2026 Michelle Gass /s/ Dave J. Lewis Director February 2, 2026 Dave J. Lewis /s/ David C. Page Director February 2, 2026 David C. Page /s/ Robert C. Pohlad Director February 2, 2026 Robert C. Pohlad /s/ Daniel Vasella Director February 2, 2026 Daniel Vasella /s/ Alberto Weisser Director February 2, 2026 Alberto Weisser 127