Form 8-K

8-K — PEPSICO INC

Accession: 0001104659-26-116626

Filed: 2026-10-16

Period: 2026-10-16

CIK: 0000077476

SIC: 2080 (BEVERAGES)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2627433d2_8k.htm (Primary)

EX-1.1 — EXHIBIT 1.1 (tm2627433d2_ex1-1.htm)

EX-4.1 — EXHIBIT 4.1 (tm2627433d2_ex4-1.htm)

EX-4.2 — EXHIBIT 4.2 (tm2627433d2_ex4-2.htm)

EX-5.1 — EXHIBIT 5.1 (tm2627433d2_ex5-1.htm)

EX-5.2 — EXHIBIT 5.2 (tm2627433d2_ex5-2.htm)

GRAPHIC (tm2627433d2_ex5-1img001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2627433d2_8k.htm · Sequence: 1

false

0000077476

2026-10-16

0000077476

pep:Commonstockparvalue123centspershareMember

2026-10-16

0000077476

pep:ZeroPointSevenFivePercentNotesDue2027Member

2026-10-16

0000077476

pep:ZeroPointEightSevenFivePercentNotesDue2028Member

2026-10-16

0000077476

pep:ZeroPointFivePercentNotesDue2028Member

2026-10-16

0000077476

pep:FloatingRateNotesDue2028Member

2026-10-16

0000077476

pep:ThreePointTwoPercentNotesDue2029Member

2026-10-16

0000077476

pep:OnePointOneTwoFivePercentNotesDue2031Member

2026-10-16

0000077476

pep:ZeroPointFourPercentNotesDue2032Member

2026-10-16

0000077476

pep:ZeroPointSevenFivePercentNotesDue2033Member

2026-10-16

0000077476

pep:ThreePointFiveFivePercentNotesDue2034Member

2026-10-16

0000077476

pep:ThreePointThreeZeroZeroPercentNotesDue2034Member

2026-10-16

0000077476

pep:ThreePointFourFiveZeroPercentNotesDue2037Member

2026-10-16

0000077476

pep:ThreePointSevenZeroZeroPercentNotesDue2038Member

2026-10-16

0000077476

pep:ZeroPointEightSevenFiveNotesDue2039Member

2026-10-16

0000077476

pep:FourPointOneFiveZeroPercentNotesDue2047Member

2026-10-16

0000077476

pep:OnePointZeroFivePercentNotesDue2050Member

2026-10-16

0000077476

pep:FourPointZeroFiveZeroPercentNotesDue2055Member

2026-10-16

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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): October 16, 2026

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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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

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

Floating Rate Notes Due 2028

PEP28B

The Nasdaq Stock Market LLC

3.200% Senior Notes due 2029

PEP29

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

3.550% Senior Notes due 2034

PEP34

The Nasdaq Stock Market LLC

3.300% Senior Notes due 2034

PEP34A

The Nasdaq Stock Market LLC

3.450% Senior Notes due 2037

PEP37

The Nasdaq Stock Market LLC

3.700% Senior Notes due 2038

PEP38

The Nasdaq Stock Market LLC

0.875% Senior Notes due 2039

PEP39

The Nasdaq Stock Market LLC

4.150% Senior Notes due 2047

PEP47

The Nasdaq Stock Market LLC

1.050% Senior Notes due 2050

PEP50

The Nasdaq Stock Market LLC

4.050% Senior Notes due 2055

PEP55

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 8.01. Other Events.

PepsiCo Senior Notes Offering.

On October 9, 2026, PepsiCo, Inc. (“PepsiCo”)

announced an offering of €500,000,000 aggregate principal amount of its 3.750% Senior Notes due 2029 (the “2029 Notes”)

and €500,000,000 aggregate principal amount of its 4.250% Senior Notes due 2035 (the “2035 Notes,” and together with

the 2029 Notes, the “Notes”). Deutsche Bank AG, London Branch and HSBC Bank plc were joint book-running managers for the offering

of the Notes.

PepsiCo received net proceeds of approximately

€994 million, after deducting underwriting discounts and estimated offering expenses payable by PepsiCo. The net proceeds will be

used for general corporate purposes, including the repayment of commercial paper.

The Notes were offered and sold pursuant to a

Terms Agreement (the “Terms Agreement”) dated October 9, 2026 (incorporating the PepsiCo, Inc. Underwriting Agreement

Standard Provisions dated as of November 18, 2019 (the “Standard Provisions”)) among PepsiCo and the several underwriters,

under PepsiCo’s automatic shelf registration statement on Form S-3 (File No. 333-277003), filed with the Securities and

Exchange Commission (the “SEC”) on February 12, 2024 (the “Registration Statement”). PepsiCo has filed with

the SEC a prospectus supplement, dated October 9, 2026, together with the accompanying prospectus, dated February 12, 2024,

relating to the offer and sale of the Notes. The Notes were issued on October 16, 2026 pursuant to an Indenture (the “Indenture”)

dated as of February 12, 2024 between PepsiCo and U.S. Bank Trust Company, National Association, as Trustee. The following table

summarizes information about the Notes and the offering thereof.

3.750% Senior Notes

due 2029

4.250% Senior Notes

due 2035

Aggregate Principal Amount Offered:

€500,000,000

Maturity Date:

October 16, 2029

October 16, 2035

Interest Payment Dates:

Annually in arrears on October 16, commencing October 16, 2027.

Coupon:

3.750%

4.250%

Optional Redemption:

Prior to September 16, 2029, make-whole call at comparable government bond rate plus 10 basis points; par call at any time on or after September 16, 2029.

Prior to July 16, 2035, make-whole call at comparable government bond rate plus 15 basis points; par call at any time on or after July 16, 2035.

Price to Public:

99.953%

99.824%

The Notes are unsecured obligations of PepsiCo

and rank equally with all of PepsiCo’s other unsecured senior indebtedness. The Indenture also contains customary event of default

provisions.

The above description of the Terms Agreement,

the Indenture and the Notes is qualified in its entirety by reference to the Terms Agreement, the Indenture and the forms of Notes. Each

of the Terms Agreement, the Standard Provisions and the forms of the 2029 Note and 2035 Note is incorporated by reference into the Registration

Statement and is filed with this Current Report on Form 8-K as Exhibit 1.1, Exhibit 1.2, Exhibit 4.1 and Exhibit 4.2,

respectively. The Board of Directors resolutions authorizing PepsiCo’s officers to establish the terms of the Notes have been filed

as Exhibit 4.9 to the Registration Statement. The Indenture has been filed as Exhibit 4.3 to the Registration Statement. Opinions

regarding the legality of the Notes are incorporated by reference into the Registration Statement and are filed with this Current Report

on Form 8-K as Exhibits 5.1 and 5.2; and consents relating to such incorporation of such opinions are incorporated by reference into

the Registration Statement and are filed with this Current Report on Form 8-K as Exhibits 23.1 and 23.2 by reference to their inclusion

within Exhibits 5.1 and 5.2, respectively.

Item 9.01. Financial Statements and Exhibits.

(d)           Exhibits

1.1 Terms Agreement dated October 9, 2026 (incorporating the PepsiCo, Inc. Underwriting Agreement Standard Provisions dated

as of November 18, 2019) among PepsiCo and the several underwriters named therein.

1.2 PepsiCo, Inc. Underwriting Agreement Standard Provisions dated as of November 18, 2019 (incorporated by reference to Exhibit 1.2

to PepsiCo’s Registration Statement on Form S-3 (File No. 333-277003) filed with the SEC on February 12, 2024).

4.1 Form of 3.750% Senior Note due 2029.

4.2 Form of 4.250% Senior Note due 2035.

5.1 Opinion of Davis Polk & Wardwell LLP.

5.2 Opinion of Womble Bond Dickinson (US) LLP.

23.1 Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1).

23.2 Consent of Womble Bond Dickinson (US) LLP (included in Exhibit 5.2).

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.

Date: October 16, 2026

PepsiCo, Inc.

By:

/s/

Cynthia A. Nastanski

Name:

Cynthia A. Nastanski

Title:

Senior Vice President, Corporate Law and Deputy Corporate

Secretary

EX-1.1 — EXHIBIT 1.1

EX-1.1

Filename: tm2627433d2_ex1-1.htm · Sequence: 2

Exhibit 1.1

PEPSICO, INC.

3.750% Senior Notes due 2029

4.250% Senior Notes due 2035

TERMS AGREEMENT

October 9, 2026

To: PepsiCo, Inc.

700 Anderson Hill Road

Purchase, New York 10577

Ladies and Gentlemen:

We understand that PepsiCo, Inc., a North

Carolina corporation (the “Company”), proposes to issue and sell €500,000,000 of its 3.750% Senior Notes due 2029 (the

“2029 Notes”) and €500,000,000 of its 4.250% Senior Notes due 2035 (the “2035 Notes,” and together with the

2029 Notes, the “Underwritten Securities”), subject to the terms and conditions stated herein and in the PepsiCo, Inc.

Underwriting Agreement Standard Provisions dated as of November 18, 2019 incorporated by reference to Exhibit 1.2 to the Company’s

Registration Statement on Form S-3 (File No. 333-277003) filed with the Securities and Exchange Commission on February 12,

2024 (the “Standard Provisions”). Each of the applicable provisions in the Standard Provisions (including defined terms) is

incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions

had been set forth in full herein. We, the underwriters named below (the “Underwriters”), offer to purchase, severally and

not jointly, the amount of Underwritten Securities opposite our names set forth below at a purchase price equal to 99.728% of the principal

amount thereof for the 2029 Notes and 99.399% of the principal amount thereof for the 2035 Notes.

Principal Amount of

Underwriters

2029 Notes

2035 Notes

Deutsche Bank AG, London Branch

€ 225,000,000

HSBC Bank plc

225,000,000

Academy Securities, Inc.

16,667,000

Loop Capital Markets LLC

16,667,000

PNC Capital Markets LLC

16,666,000

Total

€ 500,000,000

The Underwriters agree to reimburse the Company

for €450,000 of its expenses incurred in connection with the offering of the Underwritten Securities; such reimbursement to occur

simultaneously with the purchase and sale of the Underwritten Securities at the Closing Time.

Section 9(a)(vii) of the Standard Provisions

shall apply to the Underwritten Securities.

Section 9(c) of the Standard Provisions

shall apply to this Agreement, as amended and restated as follows:

specifically provides that this Section 9(c) shall apply to such Terms Agreement, then the Company hereby authorizes the Stabilizing

Manager named in such Terms Agreement in its role as stabilizing manager (the “Stabilizing Manager”) to make adequate public

disclosure regarding stabilization of the information required in relation to such stabilization. The Stabilizing Manager (or persons

acting on behalf of the Stabilizing Manager), may over-allot Underwritten Securities or effect transactions with a view to supporting

the prices of the Underwritten Securities at levels higher than those which might otherwise prevail. However, there is no assurance that

the Stabilizing Manager (or persons acting on behalf of the Stabilizing Manager) will undertake stabilization action. Any stabilization

action may begin on or after the date on which adequate public disclosure of the terms of the Underwritten Securities is made and, if

begun, may be ended at any time, but it must end no later than the earlier of 30 calendar days after the date on which the Company received

the proceeds of the issue and 60 calendar days after the date of the allotment of the Underwritten Securities. Such stabilization shall

be conducted in accordance with all applicable laws and rules. Any loss or profit sustained as a consequence of any such over-allotment

or stabilization shall be for the account of the Stabilizing Manager. Nothing contained in this paragraph (c) shall be construed

so as to require the Company to issue in excess of the aggregate principal amount of Underwritten Securities specifically set forth in

the applicable Terms Agreement.

Section 9(d) and (e) of the Standard Provisions shall

apply to this Agreement. The Stabilizing Manager is Deutsche Bank AG, London Branch. The Manufacturer is Deutsche Bank AG, London Branch.

Section 9(f) of the Standard Provisions

shall apply to this Agreement.

Subsection (g) is added to Section 9

of the Standard Provisions:

(g) Solely for the purposes of

the requirements of 3.2.7R of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance

Rules”) regarding the mutual responsibilities of manufacturers under the UK MiFIR Product Governance Rules:

(i) each of Deutsche Bank AG,

London Branch and HSBC Bank plc (each a “UK Manufacturer” and together the “UK Manufacturers”) acknowledges to

each other UK Manufacturer that it understands the responsibilities conferred upon it under the UK MiFIR Product Governance Rules relating

to each of the product approval process, the target market and the proposed distribution channels as applying to the Underwritten Securities

and the related information set out in the Prospectus and announcements in connection with the Underwritten Securities; and

(ii) the other Underwriters note

the application of the UK MiFIR Product Governance Rules and acknowledge the target market and distribution channels identified as

applying to the Underwritten Securities by the UK Manufacturers and the related information set out in the Prospectus and announcements

in connection with the Underwritten Securities.

Subsection (h) is added to Section 9

of the Standard Provisions:

(h) Notwithstanding and to the

exclusion of any other term of this Agreement or any other agreements, arrangements or understanding between the relevant Underwriter

and the Company, the Company acknowledges and accepts that a UK Bail-In Liability arising under this Agreement may be subject to the exercise

of UK Bail-In Powers by the relevant UK resolution authority, and acknowledges, accepts, and agrees to be bound by:

(i) the effect of the exercise

of UK Bail-In Powers by the relevant UK resolution authority in relation to any UK Bail-In Liability of any relevant Underwriter to the

Company under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof:

(A) the reduction of all, or a

portion, of the UK Bail-In Liability or outstanding amounts due thereon;

(B) the conversion of all, or a

portion, of the UK Bail-In Liability into shares, other securities or other obligations of any relevant Underwriter or another person

(and the issue to or conferral on the Company of such shares, securities or obligations);

Bail-In Liability; and

(D) the amendment or alteration

of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for

a temporary period; and

(ii) the variation of the terms

of this Agreement, as deemed necessary by the relevant UK resolution authority, to give effect to the exercise of UK Bail-in Powers by

the relevant UK resolution authority.

For the purposes of this Section 9(h) of

the Standard Provisions:

“UK Bail-In Legislation”

means Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to

the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through

liquidation, administration or other insolvency proceedings).

“UK Bail-In Liability”

means a liability in respect of which the UK Bail-In Powers may be exercised.

“UK Bail-in Powers”

means the powers under the UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment

firm or affiliate of a bank or investment firm, to cancel, reduce, modify or change the form of a liability of such a person or any contract

or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that

person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it

or to suspend any obligation in respect of that liability.

For purposes of Section 21 of the Standard

Provisions, the identified provisions are: (i) the fifth paragraph of text under the caption “Underwriting” in such preliminary

prospectus, Time of Sale Prospectus and the Prospectus; (ii) the fourth sentence of the seventh paragraph of text under the caption

“Underwriting” in such preliminary prospectus, Time of Sale Prospectus and the Prospectus; (iii) the eighth paragraph

of text under the caption “Underwriting” in such preliminary prospectus, Time of Sale Prospectus and the Prospectus; (iv) the

eleventh and twelfth paragraphs of text under the caption “Underwriting” in such preliminary prospectus, Time of Sale Prospectus

and the Prospectus; and (v) the first and second full paragraphs of text on page S-2 in such preliminary prospectus, Time of

Sale Prospectus and the Prospectus.

The signature of any signatory to this Agreement

may be manual or facsimile (including, for the avoidance of doubt, electronic).

The Underwritten Securities and the offering thereof

shall have the following additional terms:

Issuer:

PepsiCo, Inc.

Trade Date:

October 9, 2026

Time of Sale:

12:15 p.m. New York time on the Trade Date

Settlement Date (T+4):

October 16, 2026

Closing Time:

6:00 a.m. New York time on the Settlement Date

Closing Location:

New York, New York

Time of Sale Prospectus:

Base prospectus dated February 12, 2024, preliminary prospectus supplement dated October 9, 2026 and free writing prospectus dated October 9, 2026

Title of Securities:

3.750% Senior Notes due 2029

4.250% Senior Notes due 2035

Aggregate Principal Amount Offered:

€500,000,000

Maturity Date:

October 16, 2029

October 16, 2035

Interest Payment Dates:

Annually in arrears on each October 16, commencing October 16, 2027

Benchmark Bund:

DBR 0.000% due August 15, 2029

DBR 2.600% due August 15, 2035

Benchmark Bund Yield:

3.122%

3.432%

Spread to Benchmark Bund:

+64.5 basis points

+84.2 basis points

Mid-Swap Yield:

3.437%

3.544%

Spread to Mid-Swap:

+33 basis points

+73 basis points

Reoffer Yield:

3.767%

4.274%

Coupon:

3.750%

4.250%

Price to Public:

99.953%

99.824%

Redemption for Tax Reasons:

The issuer may redeem all, but not less than all, of the Underwritten Securities in the event of certain changes in the tax laws of the United States (or any taxing authority in the United States). This redemption would be at a redemption price equal to 100% of the principal amount, together with accrued and unpaid interest on the Underwritten Securities to, but not including, the date fixed for redemption.

Optional Redemption:

Prior to September 16, 2029, make-whole call at comparable government bond rate plus 10 basis points; par call at any time on or after September 16, 2029.

Prior to July 16, 2035, make-whole call at comparable government bond rate plus 15 basis points; par call at any time on or after July 16, 2035.

Net Proceeds to PepsiCo (Before Expenses):

€498,640,000

€496,995,000

Use of Proceeds:

The issuer intends to use the net proceeds from this offering for general corporate purposes, including the repayment of commercial paper.

Day Count Fraction:

ACTUAL / ACTUAL (ICMA)

CUSIP / ISIN / Common Code:

713448 GS1 / XS3541074905 / 354107490

713448 GT9 / XS3541075381 / 354107538

Currency of Payment:

All payments of interest and principal, including payments made upon any redemption of the Underwritten Securities, will be payable in euro. If, on or after the issuance of the Underwritten Securities, the euro is unavailable to the issuer due to the imposition of exchange controls or other circumstances beyond the issuer’s control or if the euro is no longer being used by the then member states of the European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect of the Underwritten Securities will be made in U.S. dollars until the euro is again available to the issuer and so used.

Additional Amounts:

The issuer will, subject to certain exceptions and limitations, pay as additional interest on the Underwritten Securities such additional amounts as are necessary in order that the net payment by the issuer of the principal of and interest on the Underwritten Securities to a holder who is not a United States person, after withholding or deduction for any present or future tax, assessment or other governmental charge imposed by the United States or a taxing authority in the United States, will not be less than the amount provided in the Underwritten Securities then due and payable.

Listing:

The issuer intends to apply to list the Underwritten Securities on the Nasdaq Bond Exchange and expects trading in the Underwritten Securities to begin within 30 days after the date of their issuance.

Minimum Denomination:

€100,000 and integral multiples of €1,000

Joint

Book-Running Managers:

Deutsche Bank AG, London Branch

HSBC Bank plc

Co-Managers:

Academy Securities, Inc.

Loop Capital Markets LLC

PNC Capital Markets LLC

Address for Notices to the Representatives:

Deutsche Bank AG, London Branch

21 Moorfields

London EC2Y 9DB

United Kingdom

Tel: +44 207 545 4361

Attention: DCM Debt Syndicate

HSBC Bank plc

8 Canada Square

London E14 5HQ

United Kingdom

Tel: +44 20 7991 8888

Email: transaction.management@hsbcib.com

Attention: Head of DCM Legal

IN WITNESS WHEREOF, the parties hereto have executed

this Terms Agreement as of the date first above written.

PEPSICO, INC.

By:

/s/ Stephen Schmitt

Name:

Stephen Schmitt

Title:

Executive Vice President and Chief Financial Officer

By:

/s/ Ada Cheng

Name:

Ada Cheng

Title:

Senior Vice President, Finance and Treasurer

CONFIRMED AND ACCEPTED, as of the date first above written:

By:

Deutsche Bank AG, London Branch in its capacity as Underwriter and Stabilizing Manager

By:

/s/ Kevin Prior

Name:

Kevin Prior

Title:

Managing Director

By:

/s/ John Han

Name:

John Han

Title:

Managing Director

By:

HSBC Bank plc

By:

/s/ Paul Phelps

Name:

Paul Phelps

Title:

Authorised Signatory

By:

Academy Securities, Inc.

By:

/s/ Michael Boyd

Name:

Michael Boyd

Title:

Chief Compliance Officer

By:

Loop Capital Markets LLC

By:

/s/ Omar F. Zaman

Name:

Omar F. Zaman

Title:

Managing Director, Head of Coverage & Debt Finance

By:

PNC Capital Markets LLC

By:

/s/ Michael Schultz

Name:

Michael Schultz

Title:

Assistant Vice President

Schedule I

Time of Sale Prospectus:

1. Preliminary Prospectus dated October 9, 2026 (including the Base Prospectus dated February 12, 2024)

2. Any free writing prospectuses approved by the Representatives and filed by the Company under Rule 433(d) under the Securities

Act

3. Final Term Sheet dated October 9, 2026 to be filed by the Company pursuant to Rule 433 under the Securities Act setting

forth certain terms of the Underwritten Securities

EX-4.1 — EXHIBIT 4.1

EX-4.1

Filename: tm2627433d2_ex4-1.htm · Sequence: 3

Exhibit 4.1

[Form of Senior Note due 2029]

1. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK, S.A./N.V., AS OPERATOR OF THE EUROCLEAR SYSTEM (“EUROCLEAR”) AND CLEARSTREAM BANKING, SOCIÉTÉ ANONYME (“CLEARSTREAM,” AND TOGETHER WITH EUROCLEAR, “EUROCLEAR / CLEARSTREAM”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF USB NOMINEES (UK) LIMITED OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR / CLEARSTREAM (AND ANY PAYMENT IS MADE TO USB NOMINEES (UK) LIMITED OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR / CLEARSTREAM), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, USB NOMINEES (UK) LIMITED, HAS AN INTEREST HEREIN.

No. R-

€

CUSIP No. 713448 GS1

ISIN XS3541074905

Common Code 354107490

PEPSICO, INC.

3.750% SENIOR NOTE DUE 2029

PEPSICO, INC., a corporation in existence

under the laws of the State of North Carolina (herein called the “Company,” which term includes any successor corporation

under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to USB Nominees (UK) Limited, as nominee

of U.S. Bank Europe DAC, a common depositary for Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme, the

principal sum of € on October 16, 2029, and to pay interest

on said principal sum annually in arrears on October 16 of each year, commencing October 16, 2027, at the rate of 3.750% per

annum from October 16, 2026, or from the most recent date in respect of which interest has been paid or duly provided for, until

payment of the principal sum has been made or duly provided for. The interest so payable and punctually paid or duly provided for on any

Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Securities)

is registered at the close of business on the Record Date for such Interest Payment Date, which shall be the October 15 (whether

or not a Business Day (as defined below)) next preceding such Interest Payment Date. Any such interest that is payable but is not so punctually

paid or duly provided for shall forthwith cease to be payable to the registered Holder on such Record Date and may either be paid to the

Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date

for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes not earlier than

10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements

of the Nasdaq Bond Exchange (“Nasdaq”) on which the Notes are expected to be listed and upon such notice as may be

required by Nasdaq, if such manner of payment shall be deemed practical by the Trustee, all as more fully provided in the Indenture.

Interest will be computed on the basis of the

actual number of days in the period for which interest is being calculated and the actual number of days from and including the date from

which interest begins to accrue for the period (or from October 16, 2026 if no interest has been paid on the Notes) to, but excluding,

the next scheduled Interest Payment Date. This payment convention is referred to as ACTUAL / ACTUAL (ICMA) as defined in the rulebook

of the International Capital Markets Association.

“Business Day” means any day,

other than a Saturday or Sunday, (1) which is not a day on which banking institutions in the City of New York or the City of London

are authorized or required by law or executive order to close and (2) on which the Eurosystem’s real-time gross settlement

system (T2), or any successor thereto, operates. If any Interest Payment Date, the maturity date or any Redemption Date is not a Business

Day, then the related payment for such Interest Payment Date, maturity date or Redemption Date shall be paid on the next succeeding Business

Day with the same force and effect as if made on such Interest Payment Date, maturity date or Redemption Date, as the case may be, and

no further interest shall accrue as a result of such delay.

Payment of the principal of and interest on this

Note will be made at the Place of Payment; provided, however, that payments of interest may be made at the option of the

Company by funds transmitted to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register.

Principal and interest payments, including payments

made upon any redemption, in respect of this Note will be payable in euro. If the euro is unavailable to the Company due to the imposition

of exchange controls or other circumstances beyond the Company’s control or if the euro is no longer being used by the then member

states of the European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions

of or within the international banking community, then all payments in respect of this Note will be made in U.S. dollars until the euro

is again available to the Company and so used. In such circumstances, the amount payable on any date in euro will be converted into U.S.

dollars on the basis of the then most recently available market exchange rate for euro, as determined by the Company in its sole discretion.

Any payment in respect of this Note so made in U.S. dollars will not constitute an Event of Default under this Note or the Indenture.

Neither the Trustee nor the Paying Agent shall be responsible for any calculation or conversion in connection with the foregoing.

Initially, U.S. Bank Europe DAC, UK Branch will

act as Paying Agent. The Company reserves the right at any time to vary or terminate the appointment of any Paying Agent, to appoint additional

or other Paying Agents and to approve any change in the office through which any Paying Agent acts.

Reference is made to the further provisions of

this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth at this place. Unless the certificate

of authentication hereon has been executed by or on behalf of the Trustee by manual signature, this Note shall not be entitled to any

benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this

instrument to be duly executed by manual or facsimile signature.

Dated: _____________, 2026

PEPSICO, INC.

By:

Name:

Title:

By:

Name:

Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated

therein referred to in the within-mentioned Indenture.

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

By:

Authorized Signatory

Dated:

[REVERSE OF NOTE]

PEPSICO, INC.

3.750% SENIOR NOTE DUE 2029

This Note is one of a duly authorized issue of

debentures, notes or other evidences of indebtedness of the Company (herein called the “Securities”), issued and to

be issued in one or more series under an Indenture, dated as of February 12, 2024 (herein called the “Indenture”),

between the Company and U.S. Bank Trust Company, National Association, as Trustee (herein called the “Trustee,” which

term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby

made for a statement of the respective rights thereunder of the Company, the Trustee and the Holders of the Securities, the terms upon

which the Securities are, and are to be, authenticated and delivered, and the definition of capitalized terms used herein and not otherwise

defined herein. The Securities may be issued in one or more series, which different series may be issued in various aggregate principal

amounts, may be denominated in different currencies, may mature at different times, may bear interest (if any) at different rates (which

rates may be fixed or variable), may be subject to different redemption provisions (if any), may be subject to different sinking, purchase

or analogous funds (if any), may be subject to different covenants and Events of Default, and may otherwise vary as provided in the Indenture.

This Note is one of a series of Securities of the Company designated as set forth on the face hereof (herein called the “Notes”),

initially limited in aggregate principal amount to €500,000,000.

The Notes shall be redeemable as a whole or in

part, at the Company’s option, at any time and from time to time prior to September 16, 2029 (one month prior to the maturity

date of the Notes) (the “Par Call Date”) at a Redemption Price (expressed as a percentage of principal amount and rounded

to three decimal places) equal to the greater of (i) 100% of the principal amount of such Notes being redeemed and (ii) (a) the

sum of the present values of the Remaining Scheduled Payments (as defined below) of principal and interest thereon (assuming for such

purpose that the Notes matured on the Par Call Date) discounted to the Redemption Date on an annual basis (ACTUAL / ACTUAL (ICMA)) at

the applicable Comparable Government Bond Rate (as defined below) plus 10 basis points less (b) interest accrued to the date of redemption,

plus, in each case, accrued and unpaid interest to the date of redemption.

The Notes shall be redeemable as a whole or in

part, at the Company’s option, at any time and from time to time on or after the Par Call Date, at a Redemption Price equal to 100%

of the principal amount of the Notes being redeemed, plus accrued and unpaid interest to the Redemption Date.

“Comparable Government Bond”

means, in relation to any Comparable Government Bond Rate (as defined below) calculation, at the discretion of an independent investment

bank selected by the Company, a German government bond whose maturity is closest to the maturity of the Notes, assuming for such purpose

that the Notes matured on the Par Call Date, or if such independent investment bank in its discretion considers that such similar bond

is not in issue, such other German government bond as such independent investment bank may, with the advice of three brokers of, and/or

market makers in, German government bonds selected by the Company, determine to be appropriate for determining the Comparable Government

Bond Rate.

“Comparable Government Bond Rate”

means, with respect to any Redemption Date, the price, expressed as a percentage (rounded to three decimal places, with 0.0005 being rounded

upwards), at which the gross redemption yield on the Notes, if they were to be purchased at such price on the third Business Day prior

to the date fixed for redemption, would be equal to the gross redemption yield on such Business Day of the Comparable Government Bond

on the basis of the middle market price of the Comparable Government Bond prevailing at 11:00 a.m. (London time) on such Business

Day as determined by an independent investment bank selected by the Company.

“Remaining Scheduled Payments”

means, with respect to each Note to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would

be due after the related Redemption Date but for such redemption, assuming for such purpose that such Note matured on the Par Call Date;

provided, however, that, if such Redemption Date is not an Interest Payment Date with respect to such Note, the amount of

the next succeeding scheduled interest payment thereon will be deemed to be reduced by the amount of interest accrued thereon to such

Redemption Date.

If, as a result of any change in, or amendment

to, the laws (or any regulations or rulings promulgated under the laws) of the United States (or any taxing authority in the United States),

or any change in, or amendments to, an official position regarding the application or interpretation of such laws, regulations or rulings,

which change or amendment is announced or becomes effective on or after October 9, 2026, the Company becomes or, based upon a written

opinion of independent counsel selected by the Company, will become obligated to pay additional amounts as described below with respect

to the Notes, then the Company may at any time at its option redeem, in whole, but not in part, the Notes at a Redemption Price equal

to 100% of their principal amount, together with accrued and unpaid interest on those Notes to, but not including, the date fixed for

redemption.

The Company will, subject to the exceptions and

limitations set forth below, pay as additional interest on the Notes such additional amounts as are necessary in order that the net payment

by the Company of the principal of and interest on the Notes to a Holder who is not a United States person (as defined below), after withholding

or deduction for any present or future tax, assessment or other governmental charge imposed by the United States or a taxing authority

in the United States, will not be less than the amount provided in the Notes to be then due and payable; provided, however,

that the foregoing obligation to pay additional amounts shall not apply:

(1) to any tax, assessment or other governmental charge that is imposed by reason of the Holder (or the beneficial owner for whose benefit

such Holder holds such Note), or a fiduciary, settlor, beneficiary, member or shareholder of the Holder if the Holder is an estate, trust,

partnership or corporation, or a person holding a power over an estate or trust administered by a fiduciary holder, being considered as:

(a) being or having been engaged in a trade or business in the United States or having or having had a permanent establishment in the

United States;

(b) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership

of the Notes, the receipt of any payment or the enforcement of any rights hereunder), including being or having been a citizen or resident

of the United States;

(c) being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation for United

States federal income tax purposes or a corporation that has accumulated earnings to avoid United States federal income tax;

(d) being or having been a “10-percent shareholder” of the Company as defined in Section 871(h)(3) of the United

States Internal Revenue Code of 1986, as amended (the “Code”) or any successor provision; or

(e) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of

its trade or business;

(2) to any Holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or

limited liability company, but only to the extent that a beneficial owner with respect to the Holder, a beneficiary or settlor with respect

to the fiduciary, or a beneficial owner or member of the partnership or limited liability company would not have been entitled to the

payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive

share of the payment;

(3) to any tax, assessment or other governmental charge that would not have been imposed but for the failure of the Holder or any other

person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity

or connection with the United States of the Holder or beneficial owner of the Notes, if compliance is required by statute, by regulation

of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a

precondition to exemption from such tax, assessment or other governmental charge;

(4) to any tax, assessment or other governmental charge that is imposed otherwise than by withholding by the Company or a Paying Agent

from the payment;

(5) to any tax, assessment or other governmental charge that would not have been imposed but for a change in law, regulation, or administrative

or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs

later;

(6) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar tax, assessment

or other governmental charge;

(7) to any tax, assessment or other governmental charge required to be withheld by any Paying Agent from any payment of principal of or

interest on any Note, if such payment can be made without such withholding by at least one other Paying Agent;

(8) to any tax, assessment or other governmental charge that would not have been imposed but for the presentation by the Holder of any

Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or

the date on which payment thereof is duly provided for, whichever occurs later;

(9) to any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the beneficial owner being a bank

(i) purchasing the Notes in the ordinary course of its lending business or (ii) that is neither (A) buying the Notes for

investment purposes only nor (B) buying the Notes for resale to a third-party that either is not a bank or holding the Notes for

investment purposes only;

(10) to any tax, assessment or other governmental charge imposed under Sections 1471 through 1474 of the Internal Revenue Code (or any

amended or successor provisions), any current or future regulations or official interpretations thereof, any agreement entered into pursuant

to Section 1471(b) of the Internal Revenue Code or any fiscal or regulatory legislation, rules or practices adopted pursuant

to any intergovernmental agreement entered into in connection with the implementation of such sections of the Internal Revenue Code; or

(11) in the case of any combination of items (1), (2), (3), (4), (5), (6), (7), (8), (9) and (10).

The Notes are subject in all cases to any tax,

fiscal or other law or regulation or administrative or judicial interpretation applicable to the Notes. Except as noted above, the Company

will not be required to make any payment for any tax, assessment or other governmental charge imposed by any government or a political

subdivision or taxing authority of or in any government or political subdivision.

As used above, the term “United States”

means the United States of America (including the states of the United States and the District of Columbia and any political subdivision

thereof) and the term “United States person” means any individual who is a citizen or resident of the United States for U.S.

federal income tax purposes, a corporation, partnership or other entity created or organized in or under the laws of the United States,

any state of the United States or the District of Columbia (other than a partnership that is not treated as a United States person under

any applicable Treasury regulations), or any estate or trust the income of which is subject to United States federal income taxation regardless

of its source.

The Company’s actions and determinations

in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

Notice of any redemption will be transmitted at

least 10 days but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed (or delivered electronically

in accordance with the procedures of the Depositary). Any redemption notice may, at the Company’s discretion, be subject to one

or more conditions precedent, including completion of a corporate transaction. In such event, the related notice of redemption shall describe

each such condition and, if applicable, shall state that, at the Company’s discretion, the Redemption Date may be delayed until

such time (including more than 60 days after the notice of redemption was given) as any or all such conditions shall be satisfied or waived,

or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied

(or waived by the Company in its sole discretion) by the Redemption Date, or by the Redemption Date as so delayed.

If fewer than all of the Notes are to be redeemed,

selection of the Notes for redemption will be made by lot by the Trustee, subject to the last sentence of this paragraph. No notes of

a principal amount of €100,000 or less will be redeemed in part. If any Note is to be redeemed only in part, the notice of redemption

that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal

to the unredeemed portion of the principal of the Note surrendered may be issued in the name of the Holder of the Note upon surrender

of the original Note. For as long as the Notes are held by the Depositary, the redemption of the Notes will be done in accordance with

the policies and procedures of the Depositary.

The Trustee will not be responsible for calculating

the Redemption Price of the Notes or portions thereof called for redemption.

Except as otherwise provided herein, redemption

of the Notes shall be made in accordance with the terms of Article 11 of the Indenture.

The Indenture permits, with certain exceptions

as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders

of the Securities of any series under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority

in aggregate principal amount of the Securities at the time Outstanding of each series to be affected by such amendment or modification

(voting together as a single class). The Indenture also contains provisions permitting the Holders of a majority in aggregate principal

amount of the Securities of each affected series at the time Outstanding (voting together as a single class) to waive compliance by the

Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent

or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of

any Note issued upon registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent

or waiver is made upon this Note.

The Indenture contains provisions setting forth

certain conditions to the institution of proceedings by Holders of Securities with respect to the Indenture or for any remedy under the

Indenture.

If an Event of Default with respect to the Notes

shall occur and be continuing, the principal amount hereof may be declared due and payable or may be otherwise accelerated in the manner

and with the effect provided in the Indenture.

No reference herein to the Indenture and no provision

of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the

principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain

limitations therein set forth, the transfer of this Note is registerable in the Security Register, upon surrender of this Note for registration

of transfer at the office or agency of the Company in any Place of Payment duly endorsed, or accompanied by a written instrument of transfer

in form satisfactory to the Company and the Security Registrar duly executed, by the Holder hereof or his attorney duly authorized in

writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued

to the designated transferee or transferees.

The Notes are issuable only in registered form

without coupons in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof. As provided in the

Indenture and subject to certain limitations therein set forth, this Note is exchangeable for certificated notes in definitive form of

like tenor in minimum denominations of €100,000 principal amount and integral multiples of €1,000 in excess thereof if (i) the

Depositary provides notification that it is unwilling, unable or no longer qualified to continue as depositary for the global notes and

a successor is not appointed within 90 days; (ii) the Company in its discretion at any time determines not to have all the Notes

represented by the global note; or (iii) default entitling the Holders of Notes to accelerate the maturity thereof has occurred and

is continuing. Any Note that is exchangeable as above is exchangeable for certificated notes issuable in authorized denominations and

registered in such names as the common depositary shall direct. Subject to the foregoing, a global note is not exchangeable, except for

a global note of the same aggregate denomination to be registered in the name of the common depositary (or its nominee).

Payments (including principal, interest and any

additional amounts) and transfers with respect to the Notes in certificated form may be executed at the office or agency maintained for

such purpose within the City of London (initially the office of the Paying Agent maintained for such purpose) or, at the Company’s

option, by check mailed to the Holders thereof at the respective addresses set forth in the register of Holders of the Notes, provided

that all payments (including principal, interest and any additional amounts) on certificated notes, for which the Holders thereof have

given wire transfer instructions, will be required to be made by wire transfer of immediately available funds to the accounts specified

by the Holders thereof.

No service charge shall be made for any such registration

or transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable

in connection therewith.

Prior to the presentment of this Note for registration

of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered

as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue,

and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

This Note may be executed in any number of counterparts,

each of which when so executed shall be deemed to be an original, but all of which shall together constitute but one and the same instrument.

The signature of any officer on this Note may be manual or facsimile (including, for the avoidance of doubt, electronic). The Company

and the Trustee, and each Holder of this Note by its acceptance hereof, acknowledge that for purposes of the Indenture, manually affixing

a signature by electronic means shall constitute a manual signature.

All terms used in this Note which are defined

in the Indenture and are not otherwise defined herein shall have the meanings assigned to them in the Indenture.

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and

transfer(s) unto

____________________________________________

[PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE]

__________________________________________________________________

[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF

ASSIGNEE]

the within Note and all rights thereunder, hereby irrevocably constituting

and appointing _________________________ attorney to transfer such Note on the books of the Issuer, with full power of substitution in

the premises.

Dated:_______________________

NOTICE: The signature to this assignment

must correspond with the name as written upon the face of the within Note in every particular without alteration or enlargement or any

change whatsoever.

EX-4.2 — EXHIBIT 4.2

EX-4.2

Filename: tm2627433d2_ex4-2.htm · Sequence: 4

Exhibit 4.2

[Form of Senior Note due 2035]

2. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK, S.A./N.V., AS OPERATOR OF THE EUROCLEAR SYSTEM (“EUROCLEAR”) AND CLEARSTREAM BANKING, SOCIÉTÉ ANONYME (“CLEARSTREAM,” AND TOGETHER WITH EUROCLEAR, “EUROCLEAR / CLEARSTREAM”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF USB NOMINEES (UK) LIMITED OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR / CLEARSTREAM (AND ANY PAYMENT IS MADE TO USB NOMINEES (UK) LIMITED OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR / CLEARSTREAM), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, USB NOMINEES (UK) LIMITED, HAS AN INTEREST HEREIN.

No. R-

€

CUSIP No. 713448 GT9

ISIN XS3541075381

Common Code 354107538

PEPSICO, INC.

4.250% SENIOR NOTE DUE 2035

PEPSICO, INC., a corporation in existence

under the laws of the State of North Carolina (herein called the “Company,” which term includes any successor corporation

under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to USB Nominees (UK) Limited, as nominee

of U.S. Bank Europe DAC, a common depositary for Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme, the

principal sum of € on October 16, 2035, and to pay interest

on said principal sum annually in arrears on October 16 of each year, commencing October 16, 2027, at the rate of 4.250% per