Symbotic Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)), as of the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of September 30, 2023, our disclosure controls and procedures were effective at the reasonable assurance level. 105 Table of Contents Management’s Report on Internal Control Over Financial Reporting 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 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. Item 9B. 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. Mr. 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. Mr. 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 . Mr. 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. Mr. 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. Mr. 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). Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. PART III 106 Table of Contents Item 10. Directors, Executive Officers and Corporate Governance 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. Item 11. Executive Compensation 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. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 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. Item 13. Certain Relationships and Related Transactions, and Director Independence 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. Item 14. Principal Accounting Fees and Services 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. PART IV Item 15. Exhibits, Financial Statement Schedules (a) 1. Financial Statements (included in Item 8 of this Annual Report on Form 10-K): • Report of Independent Registered Public Accounting Firm • Consolidated Balance Sheets as of September 30, 2023 and September 24, 2022 • 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 • Consolidated Statements of Changes in Redeemable Preferred and Common Units and Equity (Deficit) for the years ended September 30, 2023, September 24, 2022, and September 25, 2021 • Consolidated Statements of Cash Flows for the years ended September 30, 2023, September 24, 2022, and September 25, 2021 • Notes to Consolidated Financial Statements 2. Financial Statement Schedules Financial statements schedules are omitted as they are either not required or the information is otherwise included in the consolidated financial statements. (b) Exhibits These exhibits listed below are filed or incorporated by reference into this Report. 107 Table of Contents Incorporated by Reference Exhibit Description Form Exhibit Filing Date 2.1++ Agreement and Plan of Merger, dated as of December 12, 2021, by and among SVF Investment Corp. 3, Warehouse Technologies LLC, Symbotic Holdings LLC and Saturn Acquisition (DE) Corp. 8-K 2.1 12/13/2021 3.1 Certificate of Incorporation of Symbotic Inc. 8-K 3.1 6/13/2022 3.2 Bylaws of Symbotic Inc. 8-K 3.2 6/13/2022 4.1++ Warrant to Purchase Common Units, dated as of June 7, 2022, between Symbotic Holdings LLC and Walmart Inc. 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. 3, and certain directors, officers and stockholders of Symbotic Inc. 8-K 10.1 6/13/2022 10.2 Tax Receivable Agreement, dated as of June 7, 2022, by and among Symbotic Inc., Symbotic Holdings LLC and certain members of Symbotic Holdings LLC. 8-K 10.2 6/13/2022 10.3++ Second Amended and Restated Limited Liability Agreement of Symbotic Holdings LLC, dated as of June 7, 2022. 8-K 10.3 6/13/2022 10.4# Form of Indemnification Agreement, by and between Symbotic Inc. and each of its directors and executive officers. 8-K 10.4 6/13/2022 10.5# Symbotic Inc. 2022 Omnibus Incentive Compensation Plan. 8-K 10.5 6/13/2022 10.6# Form of Restricted Stock Unit Award Agreement under the Symbotic Inc. 2022 Omnibus Incentive Compensation Plan. 8-K 10.6 6/13/2022 10.7# Form of Performance-Based Restricted Stock Unit Award Agreement under the Symbotic Inc. 2022 Omnibus Incentive Compensation Plan. 8-K 10.7 6/13/2022 10.8# Symbotic Inc. 2022 Employee Stock Purchase Plan. 8-K 10.8 6/13/2022 10.9# Symbotic LLC / Warehouse Technologies, LLC 2012 Value Appreciation Plan. S-4 10.26 3/23/2022 10.10# Symbotic LLC / Symbotic Canada ULC / Warehouse Technologies LLC Amended and Restated 2018 Long Term Incentive Plan. S-4 10.27 3/23/2022 10.11# Offer Letter, dated as of March 24, 2022, by and between Symbotic LLC and Michael J. Loparco. S-4 10.28 4/22/2022 10.12 Forward Purchase Agreement, dated March 8, 2021, by and between SVF Investment Corp. 3 and SVF II SPAC Investment 3 (DE) LLC. 8-K 10.6 3/12/2021 10.13 Form of Subscription Agreement. 8-K 10.1 12/13/2021 10.14 Sponsor Letter Agreement, dated December 12, 2021, by and among SVF Investment Corp. 3, Warehouse Technologies LLC, SVF Sponsor III (DE) LLC and certain directors and officers of SVF Investment Corp. 3. 8-K 10.3 12/13/2021 10.15++ Unit Purchase Agreement, dated December 12, 2021, by and among SVF Investment Corp. 3, Warehouse Technologies LLC, Symbotic Holdings LLC, RJJRP Holdings, Inc., RBC 2021 4 Year GRAT 4 (U/A March 31, 2021) and RBC Millennium Trust (U/A June 19, 2000). 8-K 10.5 12/13/2021 10.16++^ Second Amended and Restated Master Automation Agreement, dated as of May 20, 2022, by and among Walmart Inc., Symbotic LLC and Warehouse Technologies LLC. S-4 10.32 5/23/2022 108 Table of Contents 10.17# Offer Letter, dated as of April 21, 2017, by and between Symbotic LLC and Michael Dunn. 8-K 10.17 6/13/2022 10.18# Offer Letter, dated as of September 1, 2020, by and between Symbotic LLC and Thomas Ernst. 8-K 10.18 6/13/2022 10.19 Investment and Subscription Agreement, dated as of December 12, 2021, by and between Warehouse Technologies LLC and Walmart, Inc. S-4 10.33 5/23/2022 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 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. Loparco 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. 31.1 Certification of the Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934. 31.2 Certification of the Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934. 32.1 Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 20 0 2. 32.2 Certification of the Chief Financial Officer pursuant to 18 U.S.C. 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 101.SCH Inline Taxonomy Extension Schema Document 101.CAL Inline Taxonomy Extension Calculation Linkbase Document 101.DEF Inline Taxonomy Extension Definition Linkbase Document 101.LAB Inline Taxonomy Extension Label Linkbase Document 101.PRE Inline Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) # Indicates management contract or compensatory plan ++ Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. ^ 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. (c) Not applicable. 109 Table of Contents Item 16. Form 10-K Summary None. 110 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SYMBOTIC INC. Date: December 11, 2023 By: /s/ Thomas Ernst Name: Thomas Ernst Title: Chief Financial Officer and Treasurer Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Signature Title Date /s/ Richard B. Cohen Chief Executive Officer, President and Director December 11, 2023 Richard B. Cohen (Principal Executive Officer) /s/ Thomas Ernst Chief Financial Officer and Treasurer December 11, 2023 Thomas Ernst (Principal Financial and Accounting Officer) /s/ Rollin Ford Director December 11, 2023 Rollin Ford /s/ Charles Kane Director December 11, 2023 Charles Kane /s/ Todd Krasnow Director December 11, 2023 Todd Krasnow /s/ Vikas J. Parekh Director December 11, 2023 Vikas J. Parekh /s/ Daniela Rus Director December 11, 2023 Daniela Rus /s/ Merline Saintil Director December 11, 2023 Merline Saintil 111