PepsiCo Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Leadership Update, Financial Statements and Exhibits
$PEP
Beverages (Production/Distribution)
Consumer Staples
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 3, 2025
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Item 2.02. Results of Operations and Financial Condition.
The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.
Attached as Exhibit 99.1 and incorporated by reference into this Item 2.02 is a copy of the press release issued by PepsiCo, Inc. (“PepsiCo”), dated October 9, 2025, reporting PepsiCo’s financial results for the 12 and 36 weeks ended September 6, 2025.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 7, 2025, the Board of Directors (the “Board”) of PepsiCo appointed Stephen (“Steve”) Schmitt, 52, as PepsiCo’s Executive Vice President and Chief Financial Officer, effective November 10, 2025 (the “Effective Date”).
Mr. Schmitt has served as Executive Vice President and Chief Financial Officer for Walmart U.S. since 2021, overseeing the finance function for Walmart’s multi-billion-dollar omni-channel U.S. organization and leading the core financial activities of Walmart’s largest business unit. Mr. Schmitt served as Executive Vice President and Chief Financial Officer for Walmart U.S. Omni-Channel during 2021, 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. Prior to that, 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, where he developed expertise in quick service restaurants and the away-from-home business and evaluated long-term strategies, including strategic opportunities to support growth.
Mr. Schmitt has no family relationships with any director or executive officer of PepsiCo, and there are no arrangements or understandings with any person pursuant to which he was selected as an officer of PepsiCo. There are no related person transactions between Mr. Schmitt and PepsiCo that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Exchange Act.
In connection with the appointment of Mr. Schmitt, the Compensation Committee of the Board set Mr. Schmitt’s annual base salary at $900,000 with an annual incentive target of 150% of base salary. Mr. Schmitt’s annual incentive award payout will not be prorated for the fiscal year ending December 27, 2025 and will be determined by achievement of PepsiCo’s pre-established performance goals. Mr. Schmitt will receive a sign-on bonus of which $2,000,000 will be paid immediately and $1,500,000 will be paid on the first anniversary of the Effective Date, in each case subject to clawback if he resigns or his employment is terminated by PepsiCo for cause within 24 months after the Effective Date. Mr. Schmitt will also be eligible to participate in PepsiCo’s long-term incentive program and is expected to receive a March 1, 2026 award with a target grant date value of $5,000,000. Following commencement of employment, Mr. Schmitt will receive a special one-time restricted stock unit (“RSU”) grant with a target grant date value of $7,000,000, vesting 50% on the first anniversary of the grant date and 50% on the second anniversary of the grant date, contingent on his continued employment through the applicable vesting date. In the event PepsiCo terminates him without cause, Mr. Schmitt would be entitled to full payment of any unpaid portion of the sign-on bonus and to vest in any unvested portion of the RSU grant. The RSU grant, which is the only equity grant being made to Mr. Schmitt in connection with the commencement of his employment, is being made to offset compensation that was forfeited in connection with Mr. Schmitt’s departure from his prior employer.
Upon the Effective Date, Mr. Schmitt will succeed Jamie Caulfield, Executive Vice President and Chief Financial Officer, as PepsiCo’s principal financial officer. Mr. Caulfield will retire from PepsiCo at the end of the transition arrangement described below.
Mr. Caulfield and PepsiCo have entered into a transition agreement pursuant to which Mr. Caulfield will continue to perform services for PepsiCo through May 15, 2026. During the transition period, Mr. Caulfield will continue to receive his current base salary, and will continue to be eligible to participate in PepsiCo’s annual and long-term incentive programs and certain retirement and health and welfare plans. The transition agreement also includes customary confidentiality, non-competition, non-disparagement and non-solicitation provisions and a general release of any potential claims against PepsiCo.
On October 3, 2025, Darren Walker notified PepsiCo of his intent to retire from the Board, effective November 19, 2025. Mr. Walker’s decision to retire was not the result of any disagreement with PepsiCo on any matter relating to PepsiCo’s operations, policies or practices and was based on his desire to pursue other professional opportunities given that his tenure as president of the Ford Foundation comes to an end this year. PepsiCo wishes to express its sincere gratitude to Mr. Walker for his years of dedicated service on the Board.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 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.
| PEPSICO, INC. | |||||||||||
| Date: | October 8, 2025 | By: | /s/ David Flavell | ||||||||
| Name: | David Flavell | ||||||||||
| Title: | Executive Vice President, General Counsel and Corporate Secretary | ||||||||||