Exhibit 1.1

PEPSICO, INC.

3.450% Senior Notes due 2037

4.050% Senior Notes due 2055

TERMS AGREEMENT

July 21, 2025

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 3.450% Senior Notes due 2037 (the “2037 Notes”) and €500,000,000 of its 4.050% Senior Notes due 2055 (the “2055 Notes,” and together with the 2037 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 99.046% of the principal amount thereof for the 2037 Notes and 98.974% of the principal amount thereof for the 2055 Notes.

	Principal Amount of
Underwriters	2037 Notes		2055 Notes
Deutsche Bank AG, London Branch	€	130,000,000	€	130,000,000
HSBC Bank plc		130,000,000		130,000,000
Mizuho International plc		130,000,000		130,000,000
Banco Bilbao Vizcaya Argentaria, S.A.		31,667,000		31,667,000
Barclays Bank PLC		31,667,000		31,667,000
Société Générale		31,666,000		31,666,000
Standard Chartered Bank		7,500,000		7,500,000
The Standard Bank of South Africa Limited		7,500,000		7,500,000
Total	€	500,000,000	€	500,000,000

The Underwriters agree to reimburse the Company for €550,000 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.

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Section 9(d) and (e) of the Standard Provisions shall apply to this Agreement. The Stabilizing Manager is Mizuho International plc. The sole 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, HSBC Bank plc and Mizuho International 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.

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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).

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The Underwritten Securities and the offering thereof shall have the following additional terms:

Issuer:	PepsiCo, Inc.
Trade Date:	July 21, 2025
Time of Sale:	12:30 p.m. New York time on the Trade Date
Settlement Date (T+5):	July 28, 2025
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 July 21, 2025 and free writing prospectus dated July 21, 2025
Title of Securities:	3.450% Senior Notes due 2037	4.050% Senior Notes due 2055
Aggregate Principal Amount Offered:	€500,000,000	€500,000,000
Maturity Date:	July 28, 2037	July 28, 2055
Interest Payment Dates:	Annually on each July 28, commencing July 28, 2026	Annually on each July 28, commencing July 28, 2026
Benchmark Bund:	DBR 4.000% due January 4, 2037	DBR 2.500% due August 15, 2054
Benchmark Bund Yield:	2.721%	3.125%
Spread to Benchmark Bund:	+77.6 basis points	+94.4 basis points
Mid-Swap Yield:	2.697%	2.789%
Spread to Mid-Swap:	+80 basis points	+128 basis points
Reoffer Yield:	3.497%	4.069%
Coupon:	3.450%	4.050%
Price to Public:	99.546%	99.674%
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 April 28, 2037, make-whole call at comparable government bond rate plus 15 basis points; par call at any time on or after April 28, 2037	Prior to January 28, 2055, make-whole call at comparable government bond rate plus 15 basis points; par call at any time on or after January 28, 2055
Net Proceeds to PepsiCo (Before Expenses):	€495,230,000	€494,870,000
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:	713448GE2 / XS3121137916 / 312113791	713448GG7 / XS3121138211 / 312113821
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.

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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 Mizuho International plc
Senior Co-Managers:	Banco Bilbao Vizcaya Argentaria, S.A. Barclays Bank PLC Société Générale
Co-Managers:	The Standard Bank of South Africa Limited Standard Chartered Bank
Address for Notices to the Representatives:	Deutsche Bank AG, London Branch 21 Moorfields London EC2Y 9DB HSBC Bank plc 8 Canada Square London E14 5HQ Attention: Head of DCM Legal Mizuho International plc 30 Old Bailey London EC4M 7AU Attention: Primary Debt Syndicate Desk

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IN WITNESS WHEREOF, the parties hereto have executed this Terms Agreement as of the date first above written.

PEPSICO, INC.
By:	/s/ James T. Caulfield
	Name:	James T. Caulfield
	Title:	Executive Vice President and Chief Financial Officer
By:	/s/ Ada Cheng
	Name:	Ada Cheng
	Title:	Senior Vice President, Finance and Treasurer

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CONFIRMED AND ACCEPTED, as of the date first above written:
By:	DEUTSCHE BANK AG, LONDON BRANCH
	By:	/s/ John Han
		Name:	John Han
		Title:	Managing Director
	By:	/s/ Kevin Prior
		Name:	Kevin Prior
		Title:	Managing Director
By:	HSBC BANK PLC
	By:	/s/ Ana Kraemer
		Name:	Ana Kraemer
		Title:	Senior Legal Counsel
By:	MIZUHO INTERNATIONAL PLC in its capacity as Underwriter and Stabilizing Manager
	By:	/s/ Manabu Shibuya
		Name:	Manabu Shibuya
		Title:	Authorised Signatory

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By:	BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
	By:	/s/ Abrien Ferrandon
		Name:	Abrien Ferrando
		Title:	DCM Corporate Origination
	By:	/s/ Gonzalo Cid-Luna
		Name:	Gonzalo Cid-Luna
		Title:	DCM Corporate Origination
By:	BARCLAYS BANK PLC
	By:	/s/ Lynda Fleming
		Name:	Lynda Fleming
		Title:	Authorised Signatory
By:	SOCIÉTÉ GÉNÉRALE
	By:	/s/ Michael Shapiro
		Name:	Michael Shapiro
		Title:	Head of Debt Capital Markets
By:	THE STANDARD BANK OF SOUTH AFRICA LIMITED
	By:	/s/ Javier Penino Vina
		Name:	Javier Penino Vinas
		Title:	Executive
By:	STANDARD CHARTERED BANK
	By:	/s/ Patrick Dupont-Liot
		Name:	Patrick Dupont-Liot
		Title:	Managing Director, Debt Capital Markets

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Schedule I

Time of Sale Prospectus:

1. Preliminary Prospectus dated July 21, 2025 (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 July 21, 2025 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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