百事公司8-K披露10亿欧元高级票据完成发行，资金用于一般经营及偿还商业票据，属常规债务融资

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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
€500,000,000
Maturity Date:
October 16, 2029
October 16, 2035
Interest Payment Dates:
Annually in arrears on October 16, commencing October 16, 2027.
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

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EX-1.1
2
tm2627433d2_ex1-1.htm
EXHIBIT 1.1
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
€
225,000,000
HSBC Bank plc
225,000,000
225,000,000
Academy Securities, Inc.
16,667,000
16,667,000
Loop Capital Markets LLC
16,667,000
16,667,000
PNC Capital Markets LLC
16,666,000
16,666,000
Total
€
500,000,000
€
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:
(c) If the applicable Terms Agreement
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);
(C) the cancellation of the UK
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
€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
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

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EX-4.1
3
tm2627433d2_ex4-1.htm
EXHIBIT 4.1
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.

----- tm2627433d2_ex4-2.htm -----
EX-4.2
4
tm2627433d2_ex4-2.htm
EXHIBIT 4.2
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
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.
4.250% SENIOR NOTE DUE 2035
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 July 16, 2035 (three months 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 15 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.

----- tm2627433d2_ex5-1.htm -----
EX-5.1
5
tm2627433d2_ex5-1.htm
EXHIBIT 5.1
Exhibits 5.1 and 23.1
Davis Polk &
Wardwell
llp
450 Lexington Avenue
New York, NY 10017
davispolk.com
October 16, 2026
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, New York 10577
Ladies and Gentlemen:
We have acted as special counsel for PepsiCo, Inc. (the “Company”),
a North Carolina corporation, in connection with the Registration Statement on Form S-3 (File No. 333-277003) (the “Registration
Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities
Act of 1933, as amended (the “Securities Act”), for the registration by the Company 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 (together with the 2029 Notes, the “Notes”).
The Notes are to be issued pursuant to the Indenture dated as of February 12,
2024 (the “Indenture”) between the Company and U.S. Bank Trust Company, National Association, as trustee, and to be sold pursuant
to a Terms Agreement dated as of October 9, 2026 (incorporating the PepsiCo, Inc. Underwriting Agreement Standard Provisions
dated as of November 18, 2019, the “Terms Agreement”) among the Company and the several underwriters named therein.
We, as your counsel, have examined originals or copies of such documents,
corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of
rendering this opinion.
In rendering the opinion expressed herein, we have, without independent
inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete; (ii) all documents
submitted to us as copies conform to authentic, complete originals; (iii) all documents filed as exhibits to the Registration Statement
that have not been executed will conform to the forms thereof; (iv) all signatures on all documents that we reviewed are genuine;
(v) all natural persons executing documents had and have the legal capacity to do so; (vi) all statements in certificates of
public officials and officers of the Company that we reviewed were and are accurate; and (vii) all representations made by the Company
as to matters of fact in the documents that we reviewed were and are accurate.
Based upon the foregoing, and subject to the additional assumptions
and qualifications set forth below, we advise you that, in our opinion, when the Notes have been duly executed, authenticated, issued
and delivered in accordance with the Indenture and the Terms Agreement against payment therefor, the Notes will constitute valid and binding
obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws
affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, provided that
we express no opinion as to (x) the enforceability of any waiver of rights under any usury or stay law and (y) the effect of
fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above.
In connection with the opinion expressed above, we have assumed that
(i) the Registration Statement became effective upon filing with the Commission and such effectiveness shall not have been terminated
or rescinded; and (ii) the Indenture and the Notes are valid, binding and enforceable agreements of each party thereto (other than
as expressly covered above in respect of the Company). We have also assumed that the execution, delivery and performance of the Indenture
and the Notes by the Company (x) have been duly authorized in accordance with the laws of the State of North Carolina and (y) will
not violate any applicable law or public policy or result in a violation of any provision of any instrument or agreement binding upon
the Company, or any restriction imposed by any court or governmental body having jurisdiction over the Company.
We are members of the Bar of the State of New York, and the foregoing
opinion is limited to the laws of the State of New York.
We hereby consent to the filing of this opinion as an exhibit to a
Current Report on Form 8-K to be filed by the Company on the date hereof and to its incorporation by reference into the Registration
Statement. In addition, we consent to the reference to our name under the caption “Legal Opinions” in the preliminary prospectus
supplement dated October 9, 2026 and the prospectus supplement dated October 9, 2026, and under the caption “Validity
of Securities” in the prospectus dated February 12, 2024, each of which is a part of the Registration Statement. In giving
this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities
Act.
Very truly yours,
/s/ Davis Polk & Wardwell LLP

----- tm2627433d2_ex5-2.htm -----
EX-5.2
6
tm2627433d2_ex5-2.htm
EXHIBIT 5.2
Exhibits 5.2 and 23.2
October 16, 2026
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, New York 10577
Ladies and Gentlemen:
We have acted as special North Carolina counsel
to PepsiCo, Inc., a North Carolina corporation (the “Company”) in connection with the Registration Statement on Form S-3
(File No. 333-277003) (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission
(the “Commission”) pursuant to the Securities Act of 1933, as amended (the “1933 Act”), for the registration by
the Company 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 (together with the 2029 Notes, the “Notes”). The Notes are
to be issued pursuant to the Indenture dated as of February 12, 2024 (the “Indenture”) between the Company and U.S. Bank
Trust Company, National Association, as trustee, and to be sold pursuant to a Terms Agreement dated as of October 9, 2026 (incorporating
the PepsiCo, Inc. Underwriting Agreement Standard Provisions dated as of November 18, 2019, the “Terms Agreement”)
among the Company and the several underwriters named therein. This opinion is delivered to you pursuant to Item 16 of Form S-3 and
Item 601(b)(5) of Regulation S-K of the Commission. This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of
Regulation S-K under the 1933 Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration
Statement, the prospectus or any prospectus supplement other than as expressly stated herein with respect to the issuance of the Notes.
As the Company’s special North Carolina
counsel, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Company’s articles
of incorporation and by-laws, each as amended to date, and minutes and records of the corporate proceedings of the Company relating to
the filing of the Registration Statement and the issuance of the Notes, as provided to us by the Company, certificates of public officials
and of representatives of the Company, and statutes and other instruments and documents, as a basis for the opinion hereinafter expressed.
In rendering this opinion, we have relied upon certificates of public officials and representatives of the Company with respect to the
accuracy of the factual matters contained in such certificates.
In connection with such examination, we have assumed
(a) the genuineness of all signatures and the legal capacity of all signatories; (b) the authenticity of all documents submitted
to us as originals and the conformity to original documents of all documents submitted to us as certified or photostatic copies; and (c) the
proper issuance and accuracy of certificates of public officials and representatives of the Company.
Based on and subject to the foregoing, we advise
you that, in our opinion, the Indenture and the Notes have been duly authorized by all necessary corporate action of the Company, and
have been duly executed and delivered by the Company.
This opinion is limited to the laws of the State
of North Carolina, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.
This opinion is rendered as of the date hereof,
and we undertake no obligation to advise you of any changes in applicable law or any other matters that may come to our attention after
the date hereof.
We hereby consent to the filing of this opinion
as an exhibit to a Current Report on Form 8-K to be filed by the Company on the date hereof and to its incorporation by reference
into the Registration Statement. In addition, we consent to any reference to the name of our firm under the caption “Legal Opinions”
in the preliminary prospectus supplement dated October 9, 2026 and the prospectus supplement dated October 9, 2026, and under
the caption “Validity of Securities” in the prospectus dated February 12, 2024, each of which is a part of the Registration
Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7
of the 1933 Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ WOMBLE BOND DICKINSON (US) LLP
WOMBLE BOND DICKINSON (US) LLP