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Item 9A. Controls and Procedures

2023-12-11 compared with 2022-12-09 · 54 added, 16 removed, 128 unchanged (35% of the section changed)

4 unchanged sentences

Management’s Report on Internal Control Over Financial Reporting

As disclosed elsewhere in this Annual Report on Form 10-K, we completed the Business Combination on June 7, 2022.

Prior to the Business Combination SVF 3, our predecessor, was a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization or similar business combination with one or more businesses.

As a result, previously existing internal controls are no longer applicable or comprehensive enough as of the assessment date, because SVF 3’s operations prior to the Business Combination were insignificant compared to those of the consolidated entity post-Business Combination.

As a result, management was unable, without incurring unreasonable effort or expense, to complete an assessment of our internal control over financial reporting as of September 24, 2022.

Accordingly, we are excluding management’s report on internal control over financial reporting pursuant to Section 215.02 of the SEC Division of Corporate Finance’s Regulation S-K Compliance and Disclosure Interpretations.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for our company.

Internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive and Chief Financial Officers and effected by our board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of inherent limitations, internal controls over financial reporting may not prevent or detect misstatements.

Our management has conducted an evaluation of the effectiveness of our internal control over financial reporting as of September 30, 2023.

In conducting this evaluation, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013).

Based upon this evaluation and those criteria, management believes that, as of September 30, 2023, our internal controls over financial reporting were effective.

Changes in Internal Control Over Financial Reporting

No change in our internal control over financial reporting occurred during the quarter ended September 24, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There have been no changes in our internal control over financial reporting for the three months ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

In the first quarter of fiscal 2024, we will begin upgrading our financial system, including our general ledger and other applications.

This financial system will continue to be a significant component of our internal control over financial reporting as it is implemented.

Other Information

During the fiscal quarter ended September 30, 2023, the following director(s) and officer(s), as defined in Rule 16a-1(f) under the Exchange Act, adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408:

On August 18, 2023 , Michael Dunn , the Company’s Senior Vice President, Sales, Marketing and Product Strategy , entered into a trading plan pursuant to Rule 10b5-1 of the Exchange Act.

Dunn’s Rule 10b5-1 trading plan provides for the sale of shares of Class A Common Stock that he has received or will receive following the vesting of various RSU grants.

Dunn’s 10b5-1 trading plan calls for the sale of a percentage of shares that he could receive upon the future vesting of certain outstanding equity awards, net of any shares withheld by us to satisfy applicable taxes.

The number of shares to be withheld, and thus the exact number of shares to be sold pursuant to Mr.

Dunn’s 10b5-1 trading plan, can only be determined upon the occurrence of the future vesting events.

For purposes of this disclosure, without subtracting any shares to be withheld upon future vesting events, the maximum aggregate number of shares that may be sold pursuant to Mr.

Dunn’s 10b5-1 trading plan is 367,290 .

Dunn’s Rule 10b5-1 trading plan expires on August 15, 2024, or earlier if all transactions under the trading arrangement are completed.

The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c).

On August 28, 2023 , Todd Krasnow , a director of the Company, and his spouse, entered into a trading plan pursuant to Rule 10b5-1 of the Exchange Act.

Krasnow’s Rule 10b5-1 trading plan provides for the sale of up to a maximum of 62,000 shares of Class A Common Stock for which Mr.

Krasnow is a beneficial owner as defined in Rule 16a-1(a) under the Exchange Act.

Krasnow’s Rule 10b5-1 trading plan expires on April 26, 2024, or earlier if all transactions under the trading arrangement are completed.

The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c).

Certain of our directors or officers have made elections to participate in, and are participating in, our Incentive Compensation Plan, ESPP or our defined-contribution benefit plan under the provisions of Section 401(k) of the Internal Revenue Code and have may, and may from time to time make, elections to have shares withheld to cover withholding taxes or pay the exercise price of options, which may be designed to satisfy the affirmative defense conditions of Rule 10b5-1 under the Exchange Act or may constitute non-Rule 10b5–1 trading arrangements (as defined in Item 408(c) of Regulation S-K).

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

2 unchanged sentences

The information required under this item is incorporated herein by reference to the Company’s definitive proxy statement pursuant to Regulation 14A, which proxy statement will be filed with the Securities and Exchange Commission not later than 120 days after the close of the Company’s fiscal year ended September 30, 2023.

We have adopted a written code of business conduct and ethics that will apply to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

A copy of the code can be found at http:/ir.symbotic.com/corporate-governance/documents-charters under the link “Code of Business Conduct and Ethics.” In addition, we intend to post on our website all disclosures that are required by law or NASDAQ listing standards concerning any amendments to, or waivers from, any provision of the code of business conduct and ethics.

The information on any of our websites is deemed not to be incorporated in this proxy statement or to be part of this proxy statement.

Executive Compensation

10 unchanged sentences

• Consolidated Balance Sheets as of September 30, 2023 and September 24, 2022

• Consolidated Statements of Operations for the years ended September 24, 2022 and September 29, 2021

• Consolidated Statements of Operations for the years ended September 30, 2023, September 24, 2022 and September 25, 2021

• Consolidated Statements of Comprehensive Loss for the years ended September 30, 2023, September 24, 2022, and September 25, 2021

16 unchanged sentences

8-K 4.1 6/13/2022

4.2 Warrant to Purchase Class A Common Stock, dated as of July 23, 2023, between Symbotic Inc.

and Sunlight Investment Corp.

8-K 4.1 7/24/2023

4.3 Description of Securities of Symbotic Inc.

10-K 4.2 12/09/2022

4.4 Form of Indenture

S-3 4.1 7/24/2023

10.1++ Amended and Restated Registration Rights Agreement, dated as of June 7, 2022, by and among Symbotic Inc., SVF Sponsor III (DE) LLC, certain legacy directors of SVF Investment Corp.

45 unchanged sentences

S-4 10.33 5/23/2022

14.1 Code of Business Conduct and Ethics of Symbotic Inc.

10.20++^ Framework Agreement, by and among Symbotic Inc., Symbotic Holdings LLC, Symbotic LLC, Sunlight Investment Corp., SVF II Strategic Investments AIV LLC and GreenBox Systems LLC, dated as of July 23, 2023.

8-K 10.1 7/24/2023

21.1 List of Subsidiaries of Symbotic Inc.

10.21++^ Limited Liability Company Agreement of GreenBox Systems LLC, by and among GreenBox Systems LLC, Symbotic Holdings LLC and Sunlight Investment Corp., dated as of July 23, 2023.

8-K 10.2 7/24/2023

10.22++^ Master Services, License and Equipment Agreement, by and between GreenBox Systems LLC and Symbotic LLC, dated as of July 23, 2023.

8-K 10.3 7/24/2023

10.23# Separation Agreement and General Release of Claims, dated as of November 19, 2022, by and between Symbotic Inc.

and Michael J.

8-K 10.1 11/21/2022

10.24# Transition Agreement, dated October 1, 2023 between Symbotic Inc.

and Thomas Ernst

8-K 10.1 10/02/2023

10.25# Offer Letter, dated September 17, 2023, between Symbotic Inc.

and Carol Hibbard

8-K 10.2 10/02/2023

21.1 List of Subsidiaries of Symbotic Inc.

23.1 Consent of Grant Thornton LLP.

5 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 20 0 2.

97.1 Symbotic Inc.

Clawback Policy:

Recovery of Erroneously Awarded Incentive-Based Compensation

101.INS Inline Instance Document

9 unchanged sentences

^ Certain confidential information contained in this document, marked by brackets and asterisks, has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K, because the Company customarily and actually treats such information as private or confidential and the omitted information is not material.

* Previously filed with the Registrant’s Registration Statement on Form S-1, which was filed with the SEC on June 29, 2022.

11 unchanged sentences

/s/ Thomas Ernst Chief Financial Officer and Treasurer December 11, 2023

Thomas Ernst (Principal Financial Officer)

/s/ Santhosh P.

Daniel Vice President and Controller December 9, 2022

Daniel (Principal Accounting Officer)

Thomas Ernst (Principal Financial and Accounting Officer)

/s/ Rollin Ford Director December 11, 2023

2 unchanged sentences

Parekh Director December 11, 2023

/s/ Michael Rhodin Director December 9, 2022

Michael Rhodin

/s/ Daniela Rus Director December 11, 2023

/s/ Merline Saintil Director December 11, 2023

1 unchanged sentence

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 9A. Controls and Procedures