Reg FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549       FORM 8-K CURRENT REPORT   Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2022       PepsiCo, Inc.   (Exact name of registrant as specified in its charter)       North Carolina 1-1183 13-1584302 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)       700 Anderson Hill Road , Purchase , New York 10577 (Address of principal executive offices) (Zip Code)   Registrant’s telephone number, including area code: ( 914 ) 253-2000   N/A (Former name or former address, if changed since last report)       Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))       Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:   Title of each class   Trading Symbol   Name of each exchange on which registered Common Stock, par value 1-2/3 cents per share   PEP   The Nasdaq Stock Market LLC 2.500% Senior Notes Due 2022   PEP22a   The Nasdaq Stock Market LLC 0.250% Senior Notes Due 2024   PEP24   The Nasdaq Stock Market LLC 2.625% Senior Notes Due 2026   PEP26   The Nasdaq Stock Market LLC 0.750% Senior Notes Due 2027   PEP27   The Nasdaq Stock Market LLC 0.875% Senior Notes Due 2028   PEP28   The Nasdaq Stock Market LLC 0.500% Senior Notes Due 2028   PEP28a   The Nasdaq Stock Market LLC 1.125% Senior Notes Due 2031   PEP31   The Nasdaq Stock Market LLC 0.400% Senior Notes Due 2032   PEP32   The Nasdaq Stock Market LLC 0.750% Senior Notes Due 2033   PEP33   The Nasdaq Stock Market LLC 0.875% Senior Notes Due 2039   PEP39   The Nasdaq Stock Market LLC 1.050% Senior Notes Due 2050   PEP50   The Nasdaq Stock Market LLC       Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).   Emerging growth company ¨   If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨            Item 7.01. Regulation FD Disclosure.   PepsiCo, Inc. (the “Company”) directed The Bank of New York Mellon, as trustee (the “Trustee”), to send a notice of redemption on March 11, 2022 to the registered holders of the Company’s outstanding 2.250% Senior Notes due 2022 (CUSIP No. 713448 DT2), originally issued on May 2, 2017 (the “2022 Notes”), notifying such holders that the Company would redeem the 2022 Notes at a cash redemption price equal to 100% of the principal amount of the outstanding 2022 Notes (the “Redemption Price”), plus accrued and unpaid interest to the redemption date of April 11, 2022 (the “Redemption Date”). Upon completion of the redemption, no 2022 Notes will remain outstanding.   Payment of the Redemption Price will be made on or after the Redemption Date only upon presentation and surrender of the 2022 Notes to the Trustee. Interest on the 2022 Notes called for redemption will cease to accrue from and after the Redemption Date. The notice of redemption will be sent to the registered holders of the 2022 Notes. A copy of the notice of redemption is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. A copy of the form of 2022 Note is incorporated into this Current Report on Form 8-K by reference to Exhibit 4.1 hereto.   The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.   Item 9.01. Financial Statements and Exhibits.   (d) Exhibits   4.1   Form of 2.250% Senior Note due 2022, which is incorporated herein by reference to Exhibit 4.4 to PepsiCo’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 2, 2017.       99.1   Notice of Redemption of 2.250% Senior Notes due 2022.       104   The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.        SIGNATURES   Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.     PEPSICO, INC.     Date:  March 11, 2022 By: /s/ Cynthia A. Nastanski   Name: Cynthia A. Nastanski   Title: Senior Vice President, Corporate Law and Deputy Corporate Secretary