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Item 3. Legal Proceedings

2026-02-03 compared with 2025-02-04 · 49 added, 46 removed, 58 unchanged (62% of the section changed)

Legal Proceedings.

We are party to the following litigation asserting claims for public nuisance, deceptive acts or practices in the conduct of business among other related claims allegedly resulting in plastic pollution in certain areas.

We are party to the following litigation asserting claims for public nuisance, and deceptive acts or practices in the conduct of business among other related claims allegedly resulting in plastic pollution in certain areas.

• On November 15, 2023, the Attorney General of New York, on behalf of the people of the State of New York, filed a lawsuit against PepsiCo, Inc., Frito-Lay, Inc.

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On November 8, 2024, the court granted our motion to dismiss the complaint in its entirety.

On December 9, 2024, the plaintiff filed an appeal to the New York State Supreme Court Appellate Division – Fourth Department.

• On June 20, 2024, the Mayor and City Council of Baltimore, Maryland filed a lawsuit against PepsiCo, Inc., Frito-Lay, Inc., Frito-Lay North America, Inc., and several other unrelated parties (the Baltimore Matter).

This matter is pending in the Circuit Court for Baltimore City, Maryland.

On December 9, 2024, the plaintiff provided notice that it would appeal to the New York State Supreme Court Appellate Division – Fourth Department and filed its brief before the appellate court on January 6, 2026.

• On June 20, 2024, the Mayor and City Council of Baltimore, Maryland filed a lawsuit against PepsiCo, Inc., Frito-Lay, Inc., Frito-Lay North America, Inc., and several other unrelated parties

(the Baltimore Matter).

On July 21, 2025, the Circuit Court for Baltimore City, Maryland dismissed with prejudice all claims except for public nuisance.

The court did not opine on the public nuisance claim and stayed the case pending a decision in three cases unrelated to PepsiCo that are before the Maryland Supreme Court.

• On October 29, 2024, County Counsel for the County of Los Angeles, on behalf of the people of the State of California, filed a lawsuit against PepsiCo, Inc., Pepsi Bottling Ventures LLC, and two other unrelated parties (the Los Angeles Matter).

This lawsuit was filed in the Superior Court of the State of California for Los Angeles County.

On December 2, 2024, the defendants removed the case to the United States District Court for the Central District of California, where the matter is currently pending.

On May 21, 2025, Pepsi Bottling Ventures LLC was dismissed from the suit.

• On April 11, 2025, the Commissioner of the Department of Licensing and Consumer Affairs and Government of the United States Virgin Islands filed a lawsuit against PepsiCo, Inc., PepsiCo Caribbean, Inc., and two other unrelated parties (the USVI Matter).

The lawsuit was initially filed in the Superior Court of the United States Virgin Islands, Division of St.

On May 19, 2025, the defendants removed the case to federal court in the United States District Court of the Virgin Islands, Division of St.

On June 18, 2025, the Government of the United States Virgin Islands filed a motion to remand the case back to the Superior Court.

That motion is pending.

The lawsuits mentioned above do not specify the amount of damages sought and we believe we have strong defenses to each of the respective claims.

In addition, we and our subsidiaries are party to a variety of litigation, claims, legal or regulatory proceedings, inquiries and investigations.

While the results of the NYS Matter, Baltimore Matter, Los Angeles Matter and each such other litigation, claim, legal or regulatory proceeding, inquiry and investigation cannot be predicted with certainty, management believes that the final outcome of the foregoing will not have a material adverse effect on our financial condition, results of operations or cash flows.

While the results of the NYS Matter, Baltimore Matter, Los Angeles Matter, USVI Matter and each such other litigation, claim, legal or regulatory proceeding, inquiry and investigation cannot be predicted with certainty, management believes that the final outcome of the foregoing will not have a material adverse effect on our financial condition, results of operations or cash flows.

See also “Item 1.

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Information About Our Executive Officers

The following is a list of names, ages and backgrounds of our current executive officers:

The following is a list of names, ages and backgrounds of our current executive officers as of the date of filing of this Form 10-K with the SEC:

Name Age Title

Caulfield 65 Executive Vice President and Chief Financial Officer, PepsiCo

Flavell 54 Executive Vice President, General Counsel and Corporate Secretary, PepsiCo

Gallagher 65 Senior Vice President and Controller, PepsiCo

Ram Krishnan 54 Chief Executive Officer, U.S.

Athina Kanioura 49 Chief Executive Officer, PepsiCo Latin America Foods and Executive Vice President, Strategy & Transformation Officer

Ram Krishnan 55 Chief Executive Officer, PepsiCo North America

Laguarta 62 Chairman of the Board of Directors and Chief Executive Officer, PepsiCo

Silviu Popovici 58 Chief Executive Officer, Europe, Middle East and Africa

Paula Santilli 60 Chief Executive Officer, Latin America Foods

Becky Schmitt 52 Executive Vice President and Chief People Officer, PepsiCo

Eugene Willemsen 57 Chief Executive Officer, International Franchise Beverages

Steven Williams 59 Chief Executive Officer, North America

Caulfield has served as Executive Vice President and Chief Financial Officer, PepsiCo, since November 2023.

Prior to that, he served as Senior Vice President and Chief Financial Officer, PepsiCo Foods North America from 2019 to November 2023, as PepsiCo’s Senior Vice President, Investor Relations from 2010 to 2019, as Senior Vice President and Chief Financial Officer, PepsiCo Beverages Canada from 2010 to 2011, as Vice President, Corporate Strategy and Development from 2007 to 2010, Vice President, Investor Relations from 2005 to 2007 and as Vice President, Financial Planning and Analysis from 2000 to 2005.

He also held a variety of senior finance roles in Frito-Lay North America from 1995 to 2000 and was Director, Corporate Audit from 1993 to 1995.

Prior to joining PepsiCo in 1993, Mr.

Caulfield was a partner at the accounting firm Coopers & Lybrand.

Schmitt 52 Executive Vice President and Chief Financial Officer, PepsiCo

Tammara 48 Senior Vice President and Controller, PepsiCo

Eugene Willemsen 58 Chief Executive Officer, International Beverages

Flavell has served as Executive Vice President, General Counsel and Corporate Secretary, PepsiCo since 2021.

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Flavell served as senior legal counsel at Fonterra Co-operative Group Limited and was a partner at Corrs Chambers Westgarth.

Gallagher was appointed PepsiCo’s Senior Vice President and Controller in 2011.

Gallagher joined PepsiCo in 2005 as Vice President and Assistant Controller.

Athina Kanioura was appointed Chief Executive Officer, PepsiCo Latin America Foods and Executive Vice President, Strategy & Transformation Officer in December 2025.

Kanioura previously served as Executive Vice President and Chief Strategy and Transformation Officer, PepsiCo from 2020 to December 2025.

Prior to joining PepsiCo, Ms.

Gallagher was Assistant Controller at Altria Corporate Services from 1992 to 2005 and, prior to that, a senior manager at Coopers & Lybrand.

As previously announced, Ms.

Gallagher will retire from PepsiCo, effective May 3, 2025.

Ram Krishnan was appointed Chief Executive Officer, U.S.

Beverages, effective January 2025.

Kanioura served as Chief Analytics Officer and Global Head of Applied Intelligence at Accenture plc from 2019 to 2020 and as its Global Data Science Lead from 2017 to 2019.

Since she joined Accenture in 2005, she held positions of increasing responsibility, including as Global Marketing and Commercial Analytics Lead.

Ram Krishnan was appointed Chief Executive Officer, PepsiCo North America, effective December 2025.

Prior to that, Mr.

Krishnan served as Chief Executive Officer, PepsiCo Beverages North America from February 2024 to January 2025, as Chief Executive Officer, International Beverages and Chief Commercial Officer of PepsiCo from 2022 to February 2024, as Executive Vice President and Chief Commercial Officer, PepsiCo, from 2019 to 2021, as President and Chief Executive Officer of PepsiCo’s Asia Pacific, Australia and New Zealand and China Region from 2018 to 2020, and as PepsiCo’s Senior Vice President and Chief Customer Officer for Walmart, leading PepsiCo’s global Walmart customer team, from 2016 to 2017.

Krishnan joined PepsiCo in 2006 and held marketing roles of increasing responsibility from 2006 to 2016, including as Senior Vice President and Chief Marketing Officer, Frito-Lay North America from 2014 to 2016, as Senior Vice President, Marketing, Frito-Lay North America from 2012 to 2013 and as Vice President of Global Brands, Frito-Lay North America from 2011 to 2012.

Krishnan served as Chief Executive Officer, U.S.

Beverages from January 2025 to December 2025, as Chief Executive Officer, PepsiCo Beverages North America from February 2024 to January 2025, as Chief Executive Officer, International Beverages and Chief Commercial Officer of PepsiCo from 2022 to February 2024, as Executive Vice President and Chief Commercial Officer, PepsiCo, from 2019 to 2021, as President and Chief Executive Officer of PepsiCo’s Asia Pacific, Australia and New Zealand and China Region from 2018 to 2020, and as PepsiCo’s Senior Vice President and Chief Customer Officer for Walmart, leading PepsiCo’s global Walmart customer team, from 2016 to 2017.

as Vice President of Global Brands, Frito-Lay North America from 2011 to 2012.

Prior to PepsiCo, Mr.

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Laguarta worked for Chupa Chups, S.A., where he worked in several international assignments in Asia, Europe, the Middle East and the United States.

Laguarta has served as a director of Visa Inc.

Laguarta was elected to the board of directors of International Business Machines Corporation effective March 1, 2026.

Silviu Popovici was appointed Chief Executive Officer, Europe, Middle East and Africa, effective January 2025.

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Popovici joined PepsiCo in 2011 following PepsiCo’s acquisition of Wimm-Bill-Dann Foods OJSC (WBD) and served as General Manager, WBD Foods Division from 2011 until 2012.

acquisition, Mr.

Prior to the acquisition, Mr.

Popovici held senior leadership roles at WBD, running its dairy business from 2008 to 2011 and its beverages business from 2006 to 2008.

Paula Santilli was appointed Chief Executive Officer, Latin America Foods, effective January 2025.

Prior to this role, Ms.

Santilli served as Chief Executive Officer, Latin America from 2019 to 2024.

Previously, she served in various leadership positions at PepsiCo Mexico Foods, as President from 2017 to 2019, as Chief Operating Officer from 2016 to 2017 and as Vice President and General Manager from 2011 to 2016.

Prior to joining PepsiCo Mexico Foods, she held a variety of roles, including leadership positions in Beverages in Mexico, as well as in Foods and Snacks in the Latin America Southern Cone region comprising Argentina, Uruguay and Paraguay.

Santilli joined PepsiCo in 2001 following PepsiCo’s acquisition of the Quaker Oats Company.

At Quaker, she held various roles of increasing responsibility from 1992 to 2001, including running the regional Quaker Foods and Gatorade businesses in Argentina, Chile and Uruguay.

Becky Schmitt was appointed Executive Vice President and Chief People Officer, PepsiCo, in June 2023.

Becky Schmitt has served as Executive Vice President and Chief People Officer, PepsiCo, since June 2023.

Prior to that, Ms.

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Schmitt spent over 20 years with Accenture plc in multiple senior human resources roles globally.

Eugene Willemsen was appointed Chief Executive Officer, International Franchise Beverages, effective January 2025.

Schmitt was appointed Executive Vice President and Chief Financial Officer, effective November 2025.

Prior to that, Mr.

Schmitt served as Executive Vice President and Chief Financial Officer for Walmart U.S.

from 2021 to November 2025, as Executive Vice President and Chief Financial Officer for Walmart U.S.

Omni-Channel during 2021, as Senior Vice President and Chief Financial Officer for Walmart U.S.

eCommerce from 2019 to 2020 and as Senior Vice President and Chief Financial Officer for Sam’s Club from 2018 to 2019.

Before these roles, Mr.

Schmitt served in investor relations after joining Walmart in 2016.

Prior to joining Walmart, Mr.

Schmitt held a variety of roles at Yum!

Brands from 2006 to 2016.

Tammara was appointed Senior Vice President and Controller, PepsiCo effective May 2025.

Prior to that, Ms.

Tammara served as Senior Vice President, Controller, PepsiCo Beverages North America from 2023 to May 2025, as Senior Vice President and General Auditor from 2021 to 2023 and as Vice President and Assistant Controller, Technical Accounting and Policy from 2016 to 2021 and held a succession of roles in PepsiCo’s Control function.

Prior to joining PepsiCo in 2007, Ms.

Tammara worked in external reporting at Reader’s Digest Association, Inc.

and as an audit manager for PricewaterhouseCoopers LLP.

Eugene Willemsen was appointed Chief Executive Officer, International Beverages, effective January 2025.

Previously, he served as Chief Executive Officer, Africa, Middle East, South Asia and International Beverages in 2024, as Chief Executive Officer, Africa, Middle East, South Asia from 2019 to February 2024, as Chief Executive Officer, Sub-Saharan Africa in 2019 and as Executive Vice President, Global Categories and Franchise Management from 2015 to 2019.

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Willemsen joined PepsiCo in 1995 as a business development manager.

Steven Williams was appointed Chief Executive Officer, North America, effective January 2025.

Prior to this role, Mr.

Williams served as Chief Executive Officer, PepsiCo Foods North America from 2019 to 2024.

Previously, Mr.

Williams served in leadership positions for Frito-Lay’s U.S.

operations, as Senior Vice President, Commercial Sales and Chief Commercial Officer from 2017 to 2019 and as General Manager and Senior Vice President, East Division from 2016 to 2017.

Prior to that, he served as General Manager and Senior Vice President, Customer Management for PepsiCo’s global Walmart business from 2013 to 2016, as Sales Senior Vice President, North American Nutrition from 2011 to 2013 and as Vice President, Sales, Central Division from 2009 to 2011.

Williams joined PepsiCo in 2001 as a part of PepsiCo’s acquisition of the Quaker Oats Company, which he joined in 1997 and has held leadership positions of increasing responsibility in sales and customer management.

Executive officers are elected by our Board, and their terms of office continue until the next annual meeting of the Board or until their successors are elected and have qualified.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 3. Legal Proceedings