Terms Agreement dated November 8, 2023 (incorporating the PepsiCo, Inc. Underwriting Agreement Standard Provisions dated as of November 18, 2019) between PepsiCo and BofA Securities, Inc., as Representative of the several underwriters named therein

Exhibit 1.1

PEPSICO, INC.

Floating Rate Notes due 2024
5.250% Senior Notes due 2025
5.125% Senior Notes due 2026

TERMS AGREEMENT

November 8, 2023

Ladies and Gentlemen:

We understand that PepsiCo, Inc., a North Carolina corporation (the “Company”), proposes to issue and sell $1,000,000,000 of its Floating Rate Notes due 2024 (the “2024 Floating Rate Notes”), $800,000,000 of its 5.250% Senior Notes due 2025 (the “2025 Notes”) and $700,000,000 of its 5.125% Senior Notes due 2026 (the “2026 Notes,” and together with the 2024 Floating Rate Notes and the 2025 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. 333-266332) filed with the Securities and Exchange Commission on July 26, 2022 (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 99.925% of the principal amount thereof for the 2024 Floating Rate Notes, 99.783% of the principal amount thereof for the 2025 Notes and 99.748% of the principal amount thereof for the 2026 Notes.

The Underwriters agree to reimburse the Company for $315,000 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(f) of the Standard Provisions shall apply to this Agreement.

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

The undersigned is acting as the “Representative” under the Standard Provisions. The Representative represents and warrants that it is duly authorized to execute and deliver this Terms Agreement on behalf of the several Underwriters named above.

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:

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

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

BOFA SECURITIES, INC.

as Representative of the several Underwriters

Schedule I

Time of Sale Prospectus: