PepsiCo, Inc.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 17, 2026, the Board of Directors (the “Board”) of PepsiCo, Inc. (“PepsiCo”) elected Joaquin Duato as an independent member of the Board, effective December 1, 2026. Mr. Duato will serve on the Audit Committee of the Board, effective December 1, 2026. Mr. Duato, 64, has served as Chairman of the Board and Chief Executive Officer of Johnson & Johnson since 2023 and 2022, respectively, and as a director since 2022. Prior to that, he served as Vice Chairman of the Executive Committee from 2018 to 2021 and Worldwide Chairman, Pharmaceuticals from 2011 to 2018. Before these positions, he held executive positions of increasing responsibility across business sectors and multiple geographies and functions following his joining Johnson & Johnson in 1989. Upon joining the Board on December 1, 2026, Mr. Duato will be entitled to receive compensation for new non-employee directors under PepsiCo’s non-employee director compensation program. Under this program, on December 1, 2026, Mr. Duato will receive an initial stock award of 1,000 shares of PepsiCo Common Stock and a prorated annual equity award equal to a number of phantom stock units determined by dividing $166,667 by the closing price of PepsiCo Common Stock on December 1, 2026. Each phantom stock unit is intended to be the economic equivalent of a share of PepsiCo Common Stock. In addition, Mr. Duato is entitled to an annual cash retainer with the first semi-annual payment of $60,000 to be made in June 2027.