PEPSICO INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12

PepsiCo, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Announced our 54th consecutive annualized dividend per share increase, effective with the expected June 2026 dividend payment

DEAR FELLOW PEPSICO SHAREHOLDERS:

Ramon L. Laguarta

Chairman of the Board of Directors and

Chief Executive Officer

I am pleased to invite you to our 2026 Annual Meeting of Shareholders on Wednesday, May 6, 2026 at 9:00 a.m. Eastern Daylight Time. This year’s event can be accessed atwww.virtualshareholdermeeting.com/PEP2026.

In 2025, we continued to position our business for growth, with a focus on a clear set of priorities: reigniting our North America business including by combining operations where it makes the most sense; increasing the size, presence and scale of our International business, with a focus on capturing growth in large and developing markets; and working to grow our away-from-home business by expanding our availability and extending into new occasions.

Laying the Groundwork

Since 2018, we’ve made significant investments in the business to adapt to the changing landscape. This includes:

Big Changes to Big Things

Now we’re taking our ambition to a new level.

Active Board Oversight of Strategy

As stewards of our Company, our Board plays a critical role in guiding our overall long-term strategy. Drawing on deep experience in strategy development and risk oversight, our directors provide valuable insight into the most important issues facing the Company. In a year marked by continued uncertainty and challenges, the Board has been an invaluable resource—offering expertise, thoughtful guidance, and steadfast support. I am deeply grateful to each member for their engagement, availability, and counsel.

Ongoing Thoughtful Board Refreshment

As our Company’s long-term strategy evolves, so do the backgrounds, viewpoints, skills and experiences that the Board seeks in its director nominees. We are proud of the ongoing evolution of our Board and its track record on refreshment. We believe our director nominees bring a well-rounded range of viewpoints and experiences that are reflective of our global businesses.

This year we have a new director nominee, David W. Gibbs. David brings extensive strategic, operational and global management knowledge, as well as financial expertise, gained from over three decades of experience at Yum! Brands, including as Chief Executive Officer, Chief Operating Officer and Chief Financial Officer of the company. I have no doubt that David will be a tremendous asset to our Board.

Two of our directors, Segun Agbaje and Dr. David C. Page, are not standing for re-election to the Board and their respective terms on the Board will end as of the 2026 Annual Meeting. We thank Segun and David for their many years of service and are grateful for their valuable contributions to our Company.

Your Feedback is Important to Us The feedback we receive from our shareholders and other stakeholders is critical to PepsiCo’s success. We have a longstanding practice of engaging regularly with our shareholders and other stakeholders. These important external viewpoints help inform our decisions and our strategy. Through ongoing dialogue, we hope to continue broadening our perspective and strengthening our corporate governance framework. We believe this helps ensure we have the right strategy in place to meet the evolving needs of our rapidly changing business environment and remain responsive to the priorities and long-term interests of our shareholders and other stakeholders. Your Vote is Important Whether or not you plan to attend the Annual Meeting virtually, we encourage you to vote promptly. You may vote by telephone or online, or, if you requested to receive printed proxy materials, by completing, signing, dating, and returning the enclosed proxy card or voting instruction form. On behalf of our Board of Directors and all PepsiCo associates, thank you for your support and the faith and confidence you place in us with your investment. Sincerely, Ramon L. Laguarta Chairman of the Board of Directors and Chief Executive Officer March 27, 2026

2 |PEPSICO 2026 Proxy Statement

700 Anderson Hill Road Purchase, New York 10577

NOTICE OF 2026 ANNUAL MEETING OF

SHAREHOLDERS

Date and Time

Wednesday, May 6, 2026

9:00 a.m. Eastern Daylight Time

Place

www.virtualshareholdermeeting.com/PEP2026

A list of shareholders entitled to vote at the Annual Meeting will be available for inspection during the Annual Meeting at the link provided above.

Items to be Voted On

Record Date

Holders of record of our Common Stock as of the close of business on February 26, 2026 will be entitled to notice of, and to vote at, the Annual Meeting.

By Order of the Board of Directors,

David Flavell

Corporate Secretary

March 27, 2026

Proxy Voting

Your vote is very important. Whether or not you plan to attend the Annual Meeting, please promptly vote by telephone or over the Internet, or by completing, signing, dating and returning your proxy card or voting instruction form so that your shares will be represented at the Annual Meeting.

Voting Methods

You will need the 16-digit number included in your proxy card, voting instruction form or notice.

Via the Internet in Advance Visit www.proxyvote.com.

By Telephone Call the phone number located on your proxy card or voting instruction form.

By Mail Complete, sign, date and return your proxy card or voting instruction form in the envelope provided.

At the Meeting Attend the Annual Meeting virtually. See page 98 for additional details on how to vote during the meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on May 6, 2026.

Our Notice of Annual Meeting, Proxy Statement and Annual Report on Form 10-K for the fiscal year ended December 27, 2025 (“2025 Annual Report”) are available atwww.pepsico.com/proxy26.

We are making the Proxy Statement and the form of proxy first available on March 27, 2026.

TABLE OF CONTENTS

This Proxy Statement of PepsiCo, Inc. (“PepsiCo,”the“Company,” “we,” “us”or“our”) contains statements reflecting our views about our future performance that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (“Reform Act”). Statements that constitute forward-looking statements within the meaning of the Reform Act are generally identified through the inclusion of words such as “aim,” “anticipate,” “believe,” “drive,” “estimate,” “expect,” “expressed confidence,” “forecast,” “future,” “goal,” “guidance,” “intend,” “may,” “objective,” “outlook,” “plan,” “position,” “potential,” “project,” “seek,” “should,” “strategy,” “target,” “will” or similar statements or variations of such words and other similar expressions. Forward-looking statements are based on currently available information, operating plans and projections about future events and trends. They inherently involve risks and uncertainties that could cause actual results to differ materially from those predicted in any such forward-looking statement. Such risks and uncertainties include, but are not limited to: future demand for PepsiCo’s products; damage to PepsiCo’s reputation or brand image; product recalls or other issues or concerns with respect to product quality and safety; PepsiCo’s ability to compete effectively; PepsiCo’s ability to attract, develop and maintain a highly skilled workforce or effectively manage changes in our workforce; water scarcity; changes in the retail landscape or in sales to any key customer; disruption of PepsiCo’s manufacturing operations or supply chain, including increased commodity, packaging, transportation, labor and other input costs; political, social or geopolitical conditions in the markets where PepsiCo’s products are made, manufactured, distributed or sold; PepsiCo’s ability to grow its business in developing and emerging markets; changes in economic conditions in the countries in which PepsiCo operates; changes in tariffs and global trade relations; future cyber incidents and other disruptions to our information systems; failure to successfully complete or manage strategic transactions; PepsiCo’s reliance on third-party service providers and enterprise-wide systems; climate change or measures to address climate change and other sustainability matters; strikes or work stoppages; failure to realize benefits from PepsiCo’s productivity initiatives or organizational restructurings; deterioration in estimates and underlying assumptions regarding future performance of our business or investments that can result in impairment charges; fluctuations or other changes in exchange rates; any downgrade or potential downgrade of PepsiCo’s credit ratings; imposition or proposed imposition of new or increased taxes aimed at PepsiCo’s products; imposition of limitations on the marketing or sale of PepsiCo’s products; changes in laws and regulations related to the use or disposal of plastics or other packaging materials; failure to comply with personal data protection and privacy laws; increase in income tax rates, changes in income tax laws or disagreements with tax authorities; failure to adequately protect PepsiCo’s intellectual property rights or infringement on intellectual property rights of others; failure to comply with applicable laws and regulations; and potential liabilities and costs from litigation, claims, legal or regulatory proceedings, inquiries or investigations. For additional information on these and other factors that could cause PepsiCo’s actual results to materially differ from those set forth herein, please see PepsiCo’s filings with the Securities and Exchange Commission, including its most recent annual report on Form 10-K and subsequent reports on Forms 10-Q and 8-K. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. PepsiCo undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

4 |PEPSICO 2026 Proxy Statement

Back to Contents