What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2024-12-04 compared with 2023-12-11 · 467 added, 275 removed, 1008 unchanged (42% of the section changed)

16 unchanged sentences

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 28, 2024 and September 30, 2023, and the results of its operations and its cash flows for each of the three years in the period ended September 28, 2024, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of September 28, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated December 4, 2024 expressed an adverse opinion.

Basis for opinion

1 unchanged sentence

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

1 unchanged sentence

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

2 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical audit matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Systems Revenue – Estimation of Costs at Completion

As described further in Note 2 to the financial statements, the Company recognizes Systems revenue over time using a cost-to-cost measure of progress.

Under this method, revenue is recorded based on the ratio of costs incurred over total estimated costs at completion.

The estimation of costs at completion is complex, requires significant judgment, and is subject to many variables such as the availability and cost of materials and services to be procured from third party vendors to build the Systems, outstanding key contract matters, progress towards completion and the related program schedule.

We identified the estimation of costs at completion as a critical audit matter.

The principal consideration for our determination that the estimation of costs at completion is a critical audit matter is management’s use of significant judgment when determining such cost estimates.

Auditing these estimates required our especially challenging, subjective, and complex auditor judgment.

Our audit procedures related to the estimation of costs at completion included the following, among others.

• We obtained an understanding and evaluated the appropriateness and consistency of the methods and processes used by management to develop these cost estimates.

• We inquired of project managers and others directly involved in building the Systems to evaluate management’s ability to satisfy the requirements of the contract, and to assess project status and challenges which may affect the cost estimates.

• We evaluated the reasonableness of the significant judgments used by management to develop its cost estimates through reviewing key terms of the contracts, evaluating costs incurred to date relative to the system’s remaining tasks and timeline, and inspecting analyses and documentation used to support the cost estimates, as applicable.

• We performed retrospective reviews when evaluating management’s estimation process by assessing estimates against actual outcomes, including the comparison of margin estimates of in-process contracts and actual margins generated by similar contracts that have been completed.

• We tested the underlying data used in developing estimated costs at completion, including testing the completeness and accuracy of the actual costs incurred to-date.

/s/ GRANT THORNTON LLP

2 unchanged sentences

December 4, 2024

Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholders

Symbotic Inc.

Opinion on internal control over financial reporting

We have audited the internal control over financial reporting of Symbotic Inc.

and subsidiaries (the “Company”) as of September 28, 2024 based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

In our opinion, because of the effect of the material weaknesses described in the following paragraphs on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of September 28, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

A material weakness is a deficiency, or combination of control deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weaknesses have been identified and included in management’s assessment.

The Company did not effectively design and execute controls over the timing of the recognition of revenue and cost of revenue.

Additionally, the Company did not effectively design and execute controls over the recognition of revenue from cost overruns that are not billable to customers.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended September 28, 2024.

The material weaknesses identified above were considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2024 consolidated financial statements, and this report does not affect our report dated December 4, 2024 which expressed an unqualified opinion on those financial statements.

Basis for opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and limitations of internal control over financial reporting

A company’s internal control over financial reporting is a process designed 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.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Other information

We do not express an opinion or any other form of assurance on the remediation plans or related actions described in the Management’s Report on Internal Control Over Financial Reporting.

/s/ GRANT THORNTON LLP

Boston, Massachusetts

December 4, 2024

Symbotic Inc.

Consolidated Balance Sheets

(in thousands)

(in thousands, except share information)

September 28, 2024 September 30, 2023

10 unchanged sentences

Intangible assets, net 3,664 217

Other long-term assets 24,191 337

Equity method investment 81,289 —

Other assets 40,953 24,191

Total assets $ 1,578,552 $ 1,050,710

2 unchanged sentences

Accounts payable $ 175,188 $ 109,918

Accrued expenses 99,992 47,312

Sales tax payable 28,322 12,953

Accrued expenses and other current liabilities 165,644 128,314

Deferred revenue 676,314 787,227

1 unchanged sentence

Deferred revenue 129,233 —

Other long-term liabilities 27,967 7,901

Other liabilities 42,043 27,967

Total liabilities 1,188,422 1,053,426

32 unchanged sentences

Other income, net 37,042 10,716 1,286

Loss before income tax ( 212,514 ) ( 139,089 ) ( 122,314 )

Income tax benefit 4,620 — —

Loss before income tax and equity method investment ( 79,683 ) ( 212,514 ) ( 139,089 )

Income tax benefit (expense) ( 4,212 ) 4,620 —

Loss from equity method investment ( 777 ) — —

Net loss ( 84,672 ) ( 207,894 ) ( 139,089 )

3 unchanged sentences

Loss per share of Class A Common Stock:

Basic and Diluted $ ( 0.37 ) $ ( 0.13 ) N/M

Basic and Diluted $ ( 0.14 ) $ ( 0.37 ) $ ( 0.13 )

Weighted-average shares of Class A Common Stock outstanding:

Basic and Diluted 64,338,580 54,086,381 N/M

(1) Loss per share information has not been presented for periods prior to the Business Combination (as defined in Note 3, Business Combination ), as it resulted in values that would not be meaningful to the users of these consolidated financial statements.

Refer to Note 3, Business Combination for further information.

This has been indicated on these statements of operations as “N/M”.

Basic and Diluted 95,697,368 64,338,580 54,086,381

(1) Loss per share information has not been presented for periods prior to the Business Combination (as defined in Note 4, Mergers and Acquisitions ), as it resulted in values that would not be meaningful to the users of these consolidated financial statements.

Refer to Note 4, Mergers and Acquisitions for further information.

The accompanying notes are an integral part of these consolidated financial statements.

10 unchanged sentences

Changes in unrealized gain on investments, net of income taxes of $ — for the years ended September 28, 2024, September 30, 2023, and September 24, 2022

( 5,481 ) 5,478 —

Total other comprehensive income (loss) ( 5,556 ) 5,213 ( 2,338 )

15 unchanged sentences

Retroactive application of recapitalization ratio (1)

24,493,538 — 24,041,299 — 47,508,299 — 361,551,314 — — — — — — — — — — — — —

Adjusted balance, beginning of period 24,922,109 $ 144,975 24,041,300 $ 232,278 47,508,300 $ 459,007 367,548,946 $ 16,809 — $ — — $ — — $ — $ 26,999 $ — $ ( 2,092 ) $ ( 1,154,944 ) $ — $ ( 1,113,228 )

4 unchanged sentences

Preferred return — — — 8,130 — 16,065 — — — — — — — — — — — ( 24,195 ) — ( 24,195 )

Provision for warrants — — — — — — — — — — — — — — 26,999 — — — — 26,999

Net loss — — — — — — — — — — — — — — — — — ( 122,314 ) — ( 122,314 )

Other comprehensive loss — — — — — — — — — — — — — — — — 2,326 — — 2,326

Balance at September 25, 2021 24,922,109 144,975 24,041,300 232,278 47,508,300 459,007 367,548,946 16,809 — — — — — — 26,999 — ( 2,092 ) ( 1,154,944 ) — ( 1,113,228 )

Granted 1,052,952 — — — — — — — — — — — — — — — — — — —

Forfeited ( 1,052,952 ) — — — — — — — — — — — — — — — — — — —

Unit-based compensation — 52 — — — — — — — — — — — — — — — — — —

Accretion of Class C Units to redemption value — 28,433 — — — — — — — — — — — — — — — ( 28,433 ) — ( 28,433 )

Preferred return — — — 8,130 — 16,065 — — — — — — — — — — — ( 24,195 ) — ( 24,195 )

Issuance of common stock under stock plans — — — — — — — — 1,831,505 — — — — — — 219 — — ( 219 ) —

23 unchanged sentences

Balance at September 30, 2023 — — — — — — — — 82,112,881 8 66,931,097 7 407,528,941 41 58,126 1,254,022 ( 1,687 ) ( 1,310,435 ) ( 2,798 ) ( 2,716 )

(1) As part of the Business Combination (as disclosed in Note 3, Business Combination and Note 17, Equity ), all per share information has been retroactively adjusted using the Exchange Ratio as stipulated by the Merger Agreement

Net loss — — — — — — — — — — — — — — — — — ( 13,490 ) ( 71,182 ) ( 84,672 )

Issuance of common stock under stock plans, net of shares withheld for employee taxes — — — — — — — — 6,790,081 1 — — — — — ( 3,103 ) — — ( 50 ) ( 3,152 )

Issuance of common stock under employee stock purchase plan, net of shares withheld for employee taxes — — — — — — — — 230,548 — — — — — — 5,465 — — — 5,465

Exchange of Class V-1 and Class V-3 common stock — — — — — — — — 9,055,867 3 ( 5,836,122 ) ( 3 ) ( 3,219,745 ) ( 1 ) — ( 9,747 ) — — 9,747 ( 1 )

Issuance of common stock in connection with equity offering — — — — — — — — 6,500,000 1 — — — — — 257,985 — — — 257,986

Distributions to Symbotic Holdings LLC partners — — — — — — — — — — — — — — — — — — ( 48,413 ) ( 48,413 )

Stock-based compensation — — — — — — — — — — — — — — — 19,070 — — 93,414 112,484

Other comprehensive loss — — — — — — — — — — — — — — — — ( 907 ) — ( 4,649 ) ( 5,556 )

Exercise of warrants — — — — — — — — — — 15,870,411 3 — — ( 58,126 ) — — — 216,828 158,705

Balance at September 28, 2024 — $ — — $ — — $ — — $ — 104,689,377 $ 13 76,965,386 $ 7 404,309,196 $ 40 $ — $ 1,523,692 $ ( 2,594 ) $ ( 1,323,925 ) $ 192,897 $ 390,130

(1) As part of the Business Combination (as disclosed in Note 4, Mergers and Acquisitions and Note 19, Equity ), all per share information has been retroactively adjusted using the Exchange Ratio as stipulated by the Merger Agreement

The accompanying notes are an integral part of these consolidated financial statements.

7 unchanged sentences

Depreciation and amortization 23,480 11,311 5,989

Foreign currency (gains) / losses, net ( 3 ) 25 53

Foreign currency losses (gains) ( 8 ) ( 3 ) 25

(Gain) on investments ( 10,084 ) — —

Loss on disposal of assets 337 2,914 4,098

7 unchanged sentences

Deferred expenses ( 4,936 ) ( 5,428 ) ( 28,665 )

Other long-term assets ( 18,635 ) 49 2,313

Other assets ( 8,263 ) ( 18,635 ) 49

Accounts payable 65,270 41,415 41,528

Accrued expenses 64,743 37,898 16,187

Accrued expenses and other current liabilities 38,467 64,743 37,898

Deferred revenue 18,318 361,518 80,377

Other long-term liabilities 20,073 3,908 1,488

Net cash and cash equivalents provided by (used in) operating activities 230,794 ( 148,247 ) 109,567

Other liabilities ( 1,189 ) 20,073 3,908

Net cash provided by (used in) operating activities ( 58,077 ) 230,794 ( 148,247 )

Cash flows from investing activities:

4 unchanged sentences

Purchases of marketable securities ( 48,660 ) ( 408,209 ) —

Net cash and cash equivalents used in investing activities ( 299,464 ) ( 17,950 ) ( 12,168 )

Acquisitions of strategic investments ( 90,485 ) — —

Net cash provided by (used in) investing activities 156,481 ( 299,464 ) ( 17,950 )

Cash flows from financing activities:

1 unchanged sentence

Net proceeds from issuance of common stock under employee stock purchase plan 5,743 2,573 —

Proceeds from issuance of Class A Common Stock 257,985 — —

Proceeds from exercise of warrants 158,704 — 277,776

Distributions to Symbotic Holdings LLC partners ( 48,215 ) — —

Net proceeds from equity infusion from the Business Combination — — 384,672

Purchase of interest from non-controlling interest — — ( 300,000 )

Proceeds from exercise of warrants — 277,776 —

Net cash and cash equivalents provided by (used in) financing activities ( 24,101 ) 362,448 —

Net cash provided by (used in) financing activities 371,036 ( 24,101 ) 362,448

Effect of exchange rate changes on cash, cash equivalents, and restricted cash ( 4 ) 232 572

4 unchanged sentences

Operating lease right-of-use assets obtained in exchange for operating lease liabilities $ 5,818 $ 8,734 $ —

Transfer of equipment from deferred cost to property and equipment $ 38,454 $ — $ —

Warrant associated with supplier agreement $ 12,308 $ — $ —

Preferred Return, Class B-1 $ — $ — $ 8,130

13 unchanged sentences

Immediately following the Domestication of SVF 3, on June 7, 2022, as contemplated by the Merger Agreement, Merger Sub merged with and into Interim Symbotic (the “Merger” and, together with the Company Reorganization, the “Business Combination”), with Interim Symbotic surviving the merger as a subsidiary of Symbotic (“New Symbotic Holdings”).

The Business Combination is further described in Note 3, Business Combination .

The Business Combination is further described in Note 4, Mergers and Acquisitions .

Symbotic is an automation technology company established to develop technologies to improve operating efficiencies in modern warehouses.

The Company's vision is to make the supply chain work better for everyone.

The Company does this by developing innovative, end-to-end technology solutions that dramatically improve supply chain operations.

The Company does this by developing innovative, comprehensive technology solutions that dramatically improve supply chain operations.

The Company currently automates the processing of pallets and cases in large warehouses or distribution centers for some of the largest retail companies in the world.

16 unchanged sentences

Certain transactions of the Company and its subsidiaries are denominated in currencies other than the functional currency.

Foreign currency transaction losses were less than $ 0.1 million for the years ended September 30, 2023 and

September 24, 2022, and $ 0.1 million for the year ended September 25, 2021, and were recorded within other income, net on the consolidated statements of operations.

Foreign currency transaction losses were less than $ 0.1 million for the year ended September 28, 2024, and less

than $ 0.1 million for the years ended September 30, 2023 and September 24, 2022, and were recorded within other income, net on the consolidated statements of operations.

The Company operates and reports using a 52-53 week fiscal year ending on the last Saturday closest to September 30.

Accordingly, the Company’s fiscal quarters end on the last Saturday that falls closest to the last day of the third month of each quarter.

The fiscal year ended September 30, 2023 was a 53-week period and the years ended September 24, 2022 and September 25, 2021 were 52-week periods.

The fiscal year ended September 28, 2024 was a 52-week period, the fiscal year ended September 30, 2023 was a 53-week period, and the fiscal year ended September 24, 2022 was a 52-week period.

Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements

As described in Note 3, Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements , the Company’s unaudited condensed consolidated financial statements as of and for the fiscal quarters ended December 30, 2023, March 30, 2024, and June 29, 2024 have been restated as a result of the Company’s identification, during fiscal year 2024, of goods and services primarily relating to specific milestone achievements being expensed prior to the time that the corresponding milestones were achieved.

This resulted in the acceleration of the recognition of cost of revenue.

Given that the Company recognizes revenue on a percentage of completion basis, this resulted in the acceleration of recognition of revenue.

Additionally, the Company identified errors in its revenue recognition related to cost overruns on certain deployments that will not be billable, which additionally impacted System revenue.

Further, the Company identified, during fiscal year 2024, a classification error within equity, which was corrected as part of the aforementioned restatement.

The restated unaudited condensed consolidated financial statement line items are indicated as “Restated” in the unaudited selected quarterly financial data.

See Note 3, Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements for further discussion.

Business Combination

The Business Combination was accounted for as a reverse recapitalization as Legacy Warehouse was determined to be the accounting acquirer under Financial Accounting Standards Board's (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations .

The Business Combination was accounted for as a reverse recapitalization as Legacy Warehouse was determined to be the accounting acquirer under FASB ASC Topic 805, Business Combinations .

This determination was primarily based on Legacy Warehouse comprising the ongoing operations of the combined entity, Legacy Warehouse's senior management comprising the majority of the senior management of the combined company, and the prior shareholders of Legacy Warehouse owning a majority of the voting power of the combined entity.

2 unchanged sentences

The recapitalization had no effect on reported net loss and comprehensive loss, cash flows, total assets, or members' deficit as previously reported.

See Note 3, Business Combination, for additional information.

See Note 4, Mergers and Acquisitions, for additional information.

The Business Combination resulted in an umbrella partnership corporation (“Up-C”) structure, which is often used by partnerships and limited liability companies (operating as partnerships) undertaking an initial public offering.

26 unchanged sentences

Estimates and assumptions about future events and their effects cannot be determined with certainty and therefore require the exercise of judgment.

As of the date of issuance of these financial statements, we are not aware of any specific event or circumstance that would require us to update our estimates, assumptions, and judgments or revise the carrying value of our assets or liabilities.

As of the date of issuance of these financial statements, the Company is not aware of any specific event or circumstance that would require it to update its estimates, assumptions, and judgments or revise the carrying value of its assets or liabilities.

These estimates may change as new events occur and additional information is obtained and will be recognized in the consolidated financial statements as soon as they become known.

Actual results could differ from those estimates and any such differences may be material to our financial statements.

Actual results could differ from those estimates and any such differences may be material to the Company’s financial statements.

Operating Segments

17 unchanged sentences

The Company reviews all investments for reductions in fair value that are other-than-temporary.

When such reductions occur, the cost of the investment is adjusted to fair value through recording a loss on investments in the consolidated statements of operations.

When such reductions occur, the cost of the investment is adjusted to fair value through recording a loss on

investments in the consolidated statements of operations.

Gains and losses on investments are calculated on the basis of specific identification.

6 unchanged sentences

Presentation of Restricted Cash

Restricted cash consists of collateral required for a credit card processing program.

The short-term or long-term classification is determined in accordance with the required amount of time the cash is to be held as collateral, which is short-

term for less than 12 months, and long-term for greater than 12 months from the balance sheet date.

As the cash is required to be held as collateral for a period which is greater than 12 months from September 30, 2023, it is presented in other long-term assets.

Restricted cash consists of collateral required for a credit card processing program and a U.S.

customs bond.

The short-term or long-term classification is determined in accordance with the required amount of time the cash is to be held as collateral, which is short-term for less than 12 months, and long-term for greater than 12 months from the balance sheet date.

The following table summarizes the end-of-period cash and cash equivalents from the Company’s Consolidated Balance Sheets and the total cash, cash equivalents, and restricted cash as presented on the accompanying Consolidated Statements of Cash Flows (in thousands):

2 unchanged sentences

Restricted cash classified in:

Other long-term assets 2,148 — —

Prepaid expenses and other current assets 870 — —

Other assets 2,174 2,148 —

Cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 730,354 $ 260,918 $ 353,457

1 unchanged sentence

Accounts receivable consists primarily of trade receivables from customers.

The Company estimates the allowance for doubtful accounts for accounts receivable based on the aging of the receivables, customer financial statements, historical collection experience, existing economic conditions, and other available information.

The Company had no allowances for doubtful accounts at September 30, 2023, September 24, 2022, and September 25, 2021.

The Company estimates the current expected credit losses for accounts receivable based on the aging of the receivables, customer financial statements, historical collection experience, existing economic conditions, and other available information.

The Company had no current expected credit losses at September 28, 2024, September 30, 2023, and September 24, 2022.

Concentrations of Credit Risk and Significant Customers

5 unchanged sentences

The Company generally does not require collateral from its customers and generally requires payment 30 days from the invoice date.

For the year ended September 30, 2023, there was one customer that accounted for 10% or more of total revenue, there was one customer that accounted for 10% or more of total revenue for the year ended September 24, 2022, and there were two customers that accounted for 10% or more of total revenue for the year ended September 25, 2021.

The following table represents these customers’ aggregate percent of total revenue.

The symbol “n/a” indicates that such customer’s revenue balance at the period indicated within the table did not exceed 10% of the Company’s revenue balance.

For the years ended September 28, 2024, September 30, 2023, and September 24, 2022, there was one customer that accounted for 10% or more of total revenue.

The following table represents this customers’ aggregate percent of total revenue.

September 28, 2024 September 30, 2023 September 24, 2022

Customer A 86.9 % 88.4 % 94.4 %

Customer B n/a n/a 28.1 %

Aggregate Percent of Total Revenue 88.4 % 94.4 % 95.0 %

At September 30, 2023, two customers accounted for over 10% of the Company’s accounts receivable balance, and three customers accounted for over 10% of the Company’s accounts receivable balance at September 24, 2022.

The following table represents these customers’ aggregate percent of total accounts receivable.

At September 28, 2024, one customer accounted for over 10% of the Company’s accounts receivable balance, and two customers accounted for over 10% of the Company’s accounts receivable balance at September 30, 2023.

The following table

represents these customers’ aggregate percent of total accounts receivable.

The symbol “n/a” indicates that such customer’s accounts receivable balance at the period indicated within the table did not exceed 10% of the Company’s accounts receivable balance.

1 unchanged sentence

Customer A 92.8 % 86.6 %

Customer B 10.3 % 40.7 %

Customer C n/a 15.3 %

Customer B n/a 10.3 %

Aggregate Percent of Total Accounts Receivable 92.8 % 96.9 %

2 unchanged sentences

Volume of Business

The Company has concentrations in the volume of purchases it conducts with its suppliers.

For the fiscal year ended September 30, 2023, there was one supplier that accounted for greater than 10% of total purchases, and the aggregate purchases amounted to $ 164.8 million.

For the fiscal year ended September 24, 2022, there was one supplier that accounted for greater than 10% of total purchases, and the aggregate purchases amounted to $ 69.1 million.

The Company has concentration in the volume of purchases it conducts with its suppliers.

For the fiscal year ended September 28, 2024, there were two suppliers that accounted for greater than 10% of total purchases, and the aggregate purchases from those two suppliers amounted to $ 343.0 million.

For the fiscal year ended September 30, 2023, there was one supplier that accounted for greater than 10% of total purchases, and the aggregate purchases from that supplier amounted to $ 164.8 million.

Fair Value Measurements

1 unchanged sentence

The carrying amounts of these financial instruments approximate their fair value due to their short-term nature.

Derivative Instruments

The Company entered into warrant agreements and a development and supply agreement with a supplier that, subject to meeting certain conditions, entitles the Company to acquire a fixed number of shares of the supplier during a period of time set forth in the warrant agreements.

The warrants are accounted for as a derivative instrument under ASC Topic 815, Derivatives and Hedging .

Inventories are stated at the lower of cost or net realizable value.

7 unchanged sentences

Estimated Useful Life

Computer equipment and software, furniture and fixtures, and test equipment 3 - 5 years

Computer equipment and software, furniture and fixtures, and test and other equipment 3 - 5 years

Internal use software 5 years

3 unchanged sentences

Changes to the estimated useful lives are recorded prospectively from the date of the change.

As assets are retired or sold, the related cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is included in loss from operations.

As assets are retired or sold, the related cost

and accumulated depreciation are removed from the accounts, and any resulting gain or loss is included in loss from operations.

The Company capitalizes certain internal and external costs incurred to acquire or create internal use software.

4 unchanged sentences

Capitalized internal use software is included in property, plant, and equipment and is depreciated over 5 years once development is complete.

For capitalized internal use software costs which meet the criteria of a hosting arrangement that is a service contract, such as the Company’s costs capitalized related to its ERP implementation project, these costs are capitalized to prepaid expenses and other current assets on the Company’s consolidated balance sheets.

Refer to Note 9, Property and Equipment for further discussion of these costs.

Acquired Intangible Assets and Long-Lived Assets

Acquired intangible assets consist of customer relationships and trademarks.

Acquired intangible assets consist of developed technology, customer relationships, and trademarks.

Acquired intangible assets are amortized on a straight-line basis over their estimated useful lives.

2 unchanged sentences

If the carrying amount of the assets exceeds the expected future undiscounted net cash flows to be generated by the assets, then an impairment charge is recognized to the extent the carrying amount of the asset exceeds its fair value.

For the year ended September 30, 2023, $ 0.1 million of impairment losses were recognized.

No impairment losses were recognized in the years ended September 24, 2022 and September 25, 2021.

No impairment losses were recognized in the years ended September 28, 2024 and September 24, 2022 and $ 0.1 million impairment losses were recognized in the year ended September 30, 2023.

The Company determines if an arrangement is a lease at its inception.

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Revenue Recognition

Revenue is recognized in accordance with the five-step model set forth by Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (“Topic 606”), which involves identification of the contract, identification of performance obligations in the contract, determination of the transaction price, allocation of the transaction price to the previously identified performance obligations, and revenue recognition as the performance obligations are satisfied.

The Company generates revenue through its design and installation of modular inventory management systems (the “Systems”) to automate customers’ depalletizing, storage, selection, and palletization warehousing processes.

The Systems have both a hardware component and an embedded software component that enables the system to be programmed to operate within specific customer environments.

The Company enters into contracts with customers that can include various combinations of services to design and install the Systems.

These services are generally distinct and accounted for as separate performance obligations.

of performance obligations in the contract, determination of the transaction price, allocation of the transaction price to the previously identified performance obligations, and revenue recognition as the performance obligations are satisfied.

The Company generates revenue through its design and installation of supply chain automation systems (the “Systems”) to automate customers’ depalletizing, storage, selection, and palletization warehousing processes.

The Systems have both a hardware component and an essential software component that enables the system to be programmed to operate within specific customer environments.

The Company enters into contracts with customers that can include promises to (1) design and install the System, (2) provide software maintenance and support related to the System, and (3) assist customers in operating the System.

These promises are generally distinct and accounted for as separate performance obligations.

As a result, each customer contract may contain multiple performance obligations.

The Company determines whether performance obligations are distinct based on whether the customer can benefit from the product or service on its own or together with other resources that are readily available and whether the Company’s commitment to provide the services to the customer is separately identifiable from other obligations in the contract.

The Company determines whether performance obligations are distinct based on whether the customer can benefit from the product or service on its own or together with other resources that are readily available and whether the product or service is separately identifiable from other products and services in the contract.

The Company has identified the following distinct performance obligations in its contracts with customers:

The Company designs, assembles, and installs modular hardware systems and performs configuration of embedded software.

Systems include the delivery of hardware and an embedded software component, sold as either a perpetual or term-based on-premise license, that automate customers’ depalletizing, storage, selection, and palletization warehousing processes.

The modular hardware and embedded software are each not capable of being distinct because a customer cannot benefit from the hardware or software on their own.

The Company designs, assembles, and installs modular hardware systems and performs configuration of essential software.

Systems include the delivery of hardware and an essential software component, sold as either a perpetual or term-based on-premise license, that automate customers’ depalletizing, storage, selection, and palletization warehousing processes.

The modular hardware and essential software are each not capable of being distinct because a customer cannot benefit from the hardware or software on their own.

Accordingly, they are treated as a single performance obligation.

Fees for systems are typically fixed or cost-plus fixed fee amounts that are due based on the achievement of a variety of milestones beginning at contract inception through final acceptance.

The substantial majority of the Company’s embedded software component is sold as a perpetual on-premise license;

The substantial majority of the Company’s software component is sold as a perpetual on-premise license;

however, the Company does sell an immaterial amount of term-based on-premise licenses.

Software maintenance and support :

Software maintenance and support refer to support services that provide the customer with technical support, updates, and upgrades to the embedded software license.

Software maintenance and support refer to support services that provide the customer with technical support, updates, and upgrades to the software license.

Fees for the software maintenance and support services are typically payable in advance on a quarterly, or annual basis over the term of the software maintenance and support service contract, which term can range from one to 15 years but, for a substantial majority of the Company’s software maintenance and support contracts, is 15 years.

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Fees for operation services are typically invoiced to customers on a time and materials basis monthly in arrears or using a fixed fee structure.

Also included in Operation Services is revenue generated from the sales of spare parts to customers as needed to service their System.

The Company recognizes revenue upon transfer of control of promised goods or services in a contract with a customer, generally as title and risk of loss pass to the customer, in an amount that reflects the consideration the Company expects to receive in exchange for those products or services.

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Taxes collected from customers, which are subsequently remitted to governmental authorities, are excluded from revenue.

Shipping and handling costs billed to customers are included in revenue and the related costs are included in cost of revenue when control transfers to the customer.

Shipping and handling costs billed to customers are included in revenue and the related costs are included in cost of revenue when incurred.

The Company presents amounts collected from customers for sales and other taxes net of the related amounts remitted.

For contracts that contain multiple performance obligations, the transaction price is allocated to each performance obligation based on a relative standalone selling price when available.

If standalone selling price is not available, the Company estimates the standalone selling price of each performance obligation, which is generally based on an expected cost plus a margin approach.

For contracts that contain multiple performance obligations, the transaction price is allocated to each performance obligation based on the relative observable standalone selling price when available.

If an observable standalone selling price is not available, the Company estimates the standalone selling price of each performance obligation, which is generally based on an expected cost plus a margin approach.

The design, assembly, and installation of a System includes substantive customer-specified acceptance criteria that allow the customer to accept or reject Systems that do not meet the customer’s specifications.

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If acceptance can be reasonably certain upon contract inception, revenue is recognized over time based on an input method, using a cost-to-cost measure of progress.

During fiscal year 2021, the Company was able to objectively determine that acceptance criteria will be met upon contract inception, and as such, for contracts with customers entered into during fiscal year 2021 through 2023, revenue related to systems is accounted for over time as described above.

The transaction price is allocated to the software maintenance and support service performance obligation based on the respective standalone selling price.

The allocated amount is then recognized ratably over the term of the software maintenance and support service contract.

Operation services revenue is recognized over time as the services are performed and costs are incurred.

Contract liabilities consist of deferred revenue.

Under this method, revenue is recorded based on the ratio of costs incurred over total estimated contract costs.

This method provides a faithful depiction of the transfer of the System to the customer because the costs incurred represent the Company’s inputs towards satisfying the performance obligation.

Systems revenue is predominantly recognized over time.

Contract costs are

incurred over a period of time, which can span multiple years, and the estimation of these costs requires management’s judgment.

Due to the nature of the work required to be performed on the Systems and the Company’s reliance on the availability and cost of materials required to be procured from third party vendors to build the systems, the estimation of total revenue and cost at completion is complex, subject to many variables, and requires significant judgment on a contract-by-contract basis.

As part of this process, the Company reviews information including, but not limited to, any outstanding key contract matters, progress towards completion and the related program schedule, identified risks and opportunities and the related changes in estimates of revenue and costs.

Changes in estimates of net sales, cost of sales, and the related impact to operating profit are recognized on a cumulative catch-up basis, which recognizes the cumulative effect of the profit changes on current and prior periods based on a performance obligation’s percentage of completion in the current period.

The transaction price allocated to the software maintenance and support services is recognized ratably as revenue over the term of the related contract.

The transaction price allocated to operation services is recognized as revenue over time as the services are performed and costs are incurred.

Typically, consideration is due from customers in advance or upon the achievement of billing milestones, the timing of which does not always align with the satisfaction of performance obligations, creating contract assets or contract liabilities.

Contract assets primarily relate to the Company’s rights to consideration for work completed but not billed at the reporting date.

Contract assets are transferred to accounts receivable when the rights become unconditional, which typically occurs within 12 months from the reporting date.

Contract assets are presented as unbilled receivables in the consolidated balance sheets.

Contract liabilities consist of deferred revenue and relate to the Company’s obligation to transfer goods and services in exchange for consideration already received or due from customers.

Deferred revenue is recorded when the Company has a right to invoice or payments have been received for undelivered products or services, or in situations where revenue recognition criteria have not been met.

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Costs to fulfill a contract are presented as deferred expenses on the consolidated balance sheets and consist of costs incurred by the Company to fulfill its obligations under a contract once it is obtained, but before transferring goods or services to the customer.

These costs relate directly to a contract that the Company can specifically identify, are costs to generate or enhance resources of the Company that are used in satisfying performance obligations and are costs which are

expected to be recovered.

Accordingly, these costs are recognized on the consolidated balance sheets as an asset and are recognized consistent with the pattern of the transfer of the goods or services to which the asset relates.

For all contracts, the Company recognizes anticipated contract losses as a charge to cost of revenue as soon as they become evident.

As of September 30, 2023, there were no anticipated contract losses recorded in accrued expenses on the consolidated balance sheets.

There were no contract losses recorded in the consolidated statements of operations for the fiscal years ended September 28, 2024, September 30, 2023, and September 24, 2022.

There were no anticipated contract losses recorded in accrued expenses on the consolidated balance sheets as of September 28, 2024 and September 30, 2023.

The Company’s warehouse automation system generally provides for a limited warranty that promises customers that delivered products are as specified.

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The Company has not deferred sales commissions and other costs to obtain a contract because such amounts that would qualify for deferral are not material.

An allowance for future sales returns is established based on historical trends in product return rates.

There was no allowance for future sales returns at September 30, 2023, September 24, 2022, and September 25, 2021.

Warrant Transactions

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The GreenBox Warrant issues SoftBank warrants to acquire up to an aggregate of 11,434,360 shares of Symbotic Class A common stock, subject to certain vesting conditions as GreenBox makes expenditures of the Company’s warehouse automation system under the Framework Agreement.

Upon vesting, units may be acquired at an exercise price of $ 41.9719 .

The right to purchase units in connection with the GreenBox Warrant expires on July 23, 2032.

Upon vesting, shares may be acquired at an exercise price of $ 41.9719 .

The right to purchase shares in connection with the GreenBox Warrant expires on July 23, 2032.

On April 30, 2021, the Company and Walmart Inc.

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The right to purchase units in connection with the June 2022 Warrant expires on June 7, 2027.

In December 2023, Walmart elected to gross exercise the vested warrants for $ 158.7 million.

As a result of this gross exercise, 15,870,411 shares of Class V-1 Common Stock were issued to Walmart.

The warrant units granted to Walmart and the GreenBox Warrant are accounted for as equity instruments and measured in accordance with ASC 718, Compensation—Stock Compensation .

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To determine the fair value of the warrants in accordance with ASC 718, the Company used pricing models based in part on assumptions for which management is required to use judgment.

Based on the fair value of the awards, the

Company determines the amount of warrant expense based on the customer’s pro-rata achievement of vesting conditions, which is recorded as a reduction to the transaction price.

Based on the fair value of the awards, the Company determines the amount of warrant expense based on the customer’s pro-rata achievement of vesting conditions, which is recorded as a reduction to the transaction price.

Research and Development Expenses

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Emerging Growth Company

The Company is an emerging growth company (“EGC”), as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable.

The Company has not elected to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an EGC, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

The Company will be eligible to use this extended transition period under the JOBS Act until the earlier of the date it (i) is no longer an EGC or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act.

As a result, the Company’s financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies, which may make comparison of the Company’s financials to those of other public companies more difficult.

The Company will cease to be an EGC on the date that is the earliest of (i) the end of the fiscal year in which total annual gross revenue exceeds $1.235 billion, (ii) the last day of the Company’s fiscal year following March 11, 2026 (the fifth anniversary of the date on which SVF 3 consummated the initial public offering of SVF 3), (iii) the date on which the Company has issued more than $1.0 billion in non-convertible debt during the preceding three-year period;

For the fiscal years ended September 30, 2023 and September 24, 2022, the Company was an emerging growth company (“EGC”), as defined in Section 2(a) of the Securities Act of 1933, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

Section 102(b)(1) of the JOBS Act exempts EGCs from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-EGCs but any such an election to opt out is irrevocable.

The Company had not elected to opt out of such extended transition period which means that when a financial accounting standard is issued or revised and it has different application dates for public or private companies, the Company, as an EGC, was allowed to adopt the new or revised standard at the time private companies adopt the new or revised standard.

The Company was eligible to use this extended transition period under the JOBS Act until the earlier of the date it (i) is no longer an EGC or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act.

If any of the following conditions are met, then the Company ceases to be an EGC:

(i) the end of the fiscal year in which total annual gross revenue exceeds $1.235 billion, (ii) the last day of the Company’s fiscal year following March 11, 2026 (the fifth anniversary of the date on which SVF 3 consummated the initial public offering of SVF 3), (iii) the date on which

the Company has issued more than $1.0 billion in non-convertible debt during the preceding three-year period;

or (iv) the end of the fiscal year in which the market value of the Company’s common stock held by non-affiliates exceeds $700 million as of the last business day of the most recently completed second fiscal quarter.

As of the last business day of the most recently completed second fiscal quarter ended March 25, 2023, the market value of the Company’s common stock held by non-affiliates was approximately $ 517.0 million (based on the closing sales price of the Class A common stock on March 24, 2023 of $ 21.68 ).

Additionally, the Company’s total annual revenue did not exceed $1.235 billion for the year ended September 30, 2023, and the Company has not issued any non-convertible debt during the preceding three-year period.

Therefore, the Company continues to be an EGC as of the end of the current fiscal year ended September 30, 2023.

Recently Adopted Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2016-02, Leases (“ASU 2016-02”).

The ASU requires lessees to recognize the assets and liabilities on their balance sheet for the rights and obligations created by most leases and continue to recognize expenses on their income statements over the lease term.

In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842):

Targeted Improvements , which provides entities with a new transition method where comparative periods presented in the financial statements in the period of adoption will not need to be restated.

Under this new transition method, an entity initially applies the provisions of the standard at the adoption date, versus at the beginning of the earliest period presented, and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption.

The Company adopted ASU 2016-02 and ASU 2018-11 on September 25, 2022, as required by the ASUs, and utilized the cumulative effect adjustment approach, which did not result in an adjustment to the Company’s opening balance of retained earnings.

At adoption, the Company recognized ROU assets and lease liabilities of $ 5.5 million and $ 6.4 million, respectively, on the balance sheet at September 25, 2022.

The new standard did not materially impact the statements of operations, cash flows, or stockholders’ equity (deficit).

In addition, the Company provides expanded disclosures related to its leasing arrangements in accordance with these ASUs.

Refer to Note 6, Leases, for additional information.

In December 2019, the FASB issued ASU No.

2019-12, Income Taxes—Simplifying the Accounting for Income Taxes (“ASU 2019-12”).

ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to the general principles as well as clarifying and amending existing guidance to improve consistent application.

The guidance is effective to the Company for fiscal years beginning after December 15, 2021, and for interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted.

The Company adopted ASU 2019-12 on September 25, 2022 and there was not a material impact of the adoption to the Company’s financial statements.

Recently Issued Accounting Pronouncements

In June 2016, the FASB issued ASU No.

2016-13, Measurement of Credit Losses on Financial Instruments , which amends the impairment model by requiring entities to use a forward-looking approach based on expected losses rather than incurred losses to estimate credit losses on certain types of financial instruments.

This may result in the earlier recognition of allowances for losses.

The guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted.

The Company does not expect the new standard to have a material impact on its consolidated financial statements.

Other recent accounting pronouncements that are or will be applicable to the Company did not, or are not expected to, have a material impact on the Company’s present or future financial statements.

For the fiscal year ended September 28, 2024, the Company ceased to be an EGC, as the market value of the Company’s common stock held by non-affiliates as of the last business day of the most recently completed second fiscal quarter ended March 30, 2024 was approximately 1,934 million (based on the closing sales price of the Class A common stock on March 28, 2024 of $ 45.00 ).

Recently Issued Or Adopted Accounting Pronouncements

The Company has implemented all applicable accounting pronouncements that are in effect and there are no new accounting pronouncements that have been issued that would have a material impact on its financial position or results of operations.

Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements (Unaudited)

As described in Item 4.02 of the Company’s Current Report on Form 8-K filed with the SEC on November 18, 2024, on November 18, 2024, the Audit Committee of the Board of Directors of the Company, after discussions with the Company’s management, determined that the Company’s unaudited condensed consolidated financial statements included in each of the Company’s Quarterly Reports on Form 10-Q for the periods ending December 30, 2023 (the “Q1 2024 Form 10-Q”), March 30, 2024 (the “Q2 2024 Form 10-Q”), and June 29, 2024 (the “Q3 2024 Form 10-Q”, and together with the Q1 2024 Form 10-Q and Q2 2024 Form 10-Q, the “2024 Form 10-Qs”), filed with the SEC on February 8, 2024, May 7, 2024, and July 31, 2024, respectively, should no longer be relied upon.

As described in Item 4.02 of the Company’s Current Report on Form 8-K/A filed with the SEC on November 27, 2024, on November 25, 2024, the Company identified errors in its revenue recognition related to cost overruns on certain deployments that will not be billable, which additionally impacted the Company’s unaudited condensed consolidated financial statements included in the Q1 2024 Form 10-Q and the Q2 2024 Form 10-Q.

The Company, on the recommendation of the Audit Committee of the Company’s Board of Directors, determined to also correct these errors in the previously issued unaudited interim financial statements for the second and third quarters of fiscal year 2024 that were previously filed in the Fiscal 2024 Form 10-Qs (the “Restatement”).

The restatement of the 2024 Form 10-Qs is being made in connection with the Company’s identification, during fiscal year 2024, of goods and services, primarily relating to specific milestone achievements, being expensed prior to the time that the corresponding milestones were achieved.

This resulted in the acceleration of the recognition of cost of revenue.

Given that the Company recognizes revenue on a percentage of completion basis, this resulted in the acceleration of recognition of revenue.

Additionally, errors were identified in the Company’s revenue recognition related to cost overruns on certain deployments that will not be billable, which additionally impacted System revenue.

Further, the Company identified, during fiscal year 2024, a classification error within equity, which was corrected as part of the Restatement.

The following two tables present the Company’s selected quarterly financial data (unaudited):

Three Months Ended

December 30, 2023 March 30, 2024 June 29, 2024 September 28, 2024

As Restated As Restated As Restated

(in thousands, except per share amounts)

Systems $ 347,705 $ 370,693 $ 450,595 $ 536,447

Total revenue 359,943 393,332 470,338 564,566

Cost of revenue

Systems 283,946 342,124 398,761 442,010

Total cost of revenue 295,886 363,112 415,365 468,150

Gross profit 64,057 30,220 54,973 96,416

Operating income (loss) ( 25,099 ) ( 64,894 ) ( 37,620 ) 10,888

Income (loss) before income tax and equity method investment ( 18,900 ) ( 55,082 ) ( 26,005 ) 20,304

Income tax benefit (expense) ( 172 ) 252 ( 182 ) ( 4,110 )

Net income (loss) ( 19,072 ) ( 54,830 ) ( 26,724 ) 15,954

Net income (loss) attributable to noncontrolling interests ( 16,236 ) ( 46,021 ) ( 22,043 ) 13,118

Net income (loss) attributable to common stockholders $ ( 2,836 ) $ ( 8,809 ) $ ( 4,681 ) $ 2,836

Income (loss) per share of Class A Common Stock:

Basic and Diluted (1)

$ ( 0.03 ) $ ( 0.09 ) $ ( 0.05 ) $ 0.03

(1) For the three months ended September 28, 2024, basic and diluted EPS were calculated as the same value and as such presented on the same line.

Three Months Ended

December 24, 2022 March 25, 2023 June 24, 2023 September 30, 2023

(in thousands, except per share amounts)

Systems $ 197,901 $ 257,603 $ 302,350 $ 380,205

Total revenue 206,312 266,854 311,837 391,888

Cost of revenue

Systems 160,931 213,060 244,660 321,425

Total cost of revenue 171,118 224,007 258,928 333,099

Gross profit 35,194 42,847 52,909 58,789

Operating loss ( 69,569 ) ( 57,717 ) ( 42,009 ) ( 53,935 )

Loss before income tax ( 67,735 ) ( 55,433 ) ( 39,072 ) ( 50,274 )

Income tax benefit (expense) ( 251 ) 17 ( 5 ) 4,859

Net loss ( 67,986 ) ( 55,416 ) ( 39,077 ) ( 45,415 )

Net loss attributable to noncontrolling interests ( 60,793 ) ( 49,298 ) ( 34,730 ) ( 39,207 )

Net loss attributable to common stockholders $ ( 7,193 ) $ ( 6,118 ) $ ( 4,347 ) $ ( 6,208 )

Loss per share of Class A Common Stock:

Basic and Diluted $ ( 0.12 ) $ ( 0.10 ) $ ( 0.07 ) $ ( 0.08 )

Mergers and Acquisitions

Business Combination

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• at the effective time of the Merger (the “Effective Time”), New Symbotic Holdings entered into the Second Amended and Restated Limited Liability Company Agreement of Symbotic Holdings LLC (the “New Symbotic Holdings LLC Agreement”), which, among other things, provided that Symbotic will be the managing member of New Symbotic Holdings;

(“New Symbotic Holdings Common Units”), which New Symbotic Holdings Common Units entitle the holder to the distributions, allocations and other rights under the New Symbotic Holdings LLC Agreement, and an equal number of either shares of Class V-1 common stock, par value $ 0.0001 , of Symbotic (“Class V-1 Common Stock”) or shares of Class V-3 common stock, par value $ 0.0001 , of Symbotic (“Class V-3 Common Stock”), as well as the contingent right to receive certain earnout interests, in each case, as set forth in the Merger Agreement.

• at the Effective Time, each common unit of Interim Symbotic that was issued and outstanding immediately prior to the Effective Time was converted into the right to receive a number of common units in New Symbotic Holdings (“New Symbotic Holdings Common Units”), which New Symbotic Holdings Common Units entitle the holder to the distributions, allocations and other rights under the New Symbotic Holdings LLC Agreement, and an equal number of either shares of Class V-1 common stock, par value $ 0.0001 , of Symbotic (“Class V-1 Common Stock”) or shares

of Class V-3 common stock, par value $ 0.0001 , of Symbotic (“Class V-3 Common Stock”), as well as the contingent right to receive certain earnout interests, in each case, as set forth in the Merger Agreement.

Following the Business Combination, consistent with the Up-C structure, Legacy Warehouse unitholders hold their economic interests directly in New Symbotic Holdings.

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Noncontrolling Interests

Upon completion of the Business Combination, Symbotic Inc.

issued an aggregate of 60,844,573 shares of Symbotic Class V-1 Common Stock and 416,933,025 shares of Symbotic Class V-3 Common Stock, excluding earnouts, each of which is exchangeable, together with a New Symbotic Holdings Common Unit, into an equal number of Class A Common Stock.

Upon completion of the Business Combination, the Company issued an aggregate of 60,844,573 shares of Symbotic Class V-1 Common Stock and 416,933,025 shares of Symbotic Class V-3 Common Stock, excluding earnouts, each of which is exchangeable, together with a New Symbotic Holdings Common Unit, into an equal number of Class A Common Stock.

Class V-1 and Class V-3 Common Stock are non-economic voting shares in Symbotic Inc.

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The following table summarizes the ownership of Symbotic Inc.

stock for the year ended September 30, 2023.

stock for the years ended September 28, 2024 and September 30, 2023, respectively.

Class A Common Stock Class V-1 and Class V-3 Common Stock Total Class A Common Stock Class V-1 and Class V-3 Common Stock Total

Beginning of period 57,718,836 496,170,413 553,889,249

Balance at September 24, 2022 57,718,836 496,170,413 553,889,249

Issuances 3,051,364 — 3,051,364

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Cancellations — ( 367,694 ) ( 367,694 )

End of period 82,112,881 474,460,038 556,572,919 14.8 % 85.2 % 100 %

Balance at September 30, 2023 82,112,881 474,460,038 556,572,919 14.8 % 85.2 % 100 %

Issuances 13,520,629 15,870,411 29,391,040

Exchanges 9,055,867 ( 9,055,867 ) —

Cancellations — — —

Balance at September 28, 2024 104,689,377 481,274,582 585,963,959 17.9 % 82.1 % 100 %

Disaggregation of Revenue

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Contract liabilities $ 805,547 $ 787,227

The change in the opening and closing balances of the Company’s accounts receivable primarily results from the increase in ongoing customer system implementations in the current fiscal year as well as the timing of when customer payments are due.

The change in the opening and closing balances of the Company’s contract liabilities primarily results from the timing difference between the Company’s performance and the customer’s payment.

The change in the opening and closing balances of the Company’s accounts receivable primarily results from the increase in customer system implementations in the current fiscal year as well as the timing of when customer payments are due.

The change in the opening and closing balances of the Company’s contract liabilities primarily results from the timing difference between the Company’s performance and customer payments.

The Company’s performance obligations are typically satisfied over time as work is performed.

Payment from customers can vary and is often received in advance of satisfaction of the performance obligations, resulting in a contract liability balance.

During the years ended September 30, 2023 and September 24, 2022, the Company recognized $ 387.6 million and $ 359.5 million, respectively, of the contract liability balance as revenue upon transfer of the products or services to customers.

For the year ended September 24, 2022, the ending balance of accounts receivable, unbilled accounts receivable, and contract liabilities was $ 3.4 million, $ 101.8 million, and $ 425.7 million, respectively.

During the years ended September 28, 2024 and September 30, 2023, the Company recognized $ 723.2 million and $ 387.6 million, respectively, of the contract liability balance at the beginning of the period as revenue upon transfer of the products or services to customers.

Remaining Performance Obligations

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Remaining performance obligation estimates are subject to change and are affected by several factors, including terminations, changes in scope of contracts, periodic revalidation, adjustments for revenue that have not materialized, adjustments for inflation, and adjustments for currency.

For contracts with a duration of greater than one year, the transaction price allocated to performance obligations that are unsatisfied as of September 30, 2023 was $ 23.3 billion, which is primarily comprised of undelivered or partially undelivered Systems under contract, and which a substantial majority relates to undelivered or partially undelivered Systems in connection with the Master Automation Agreement with Walmart to implement systems in all of Walmart’s 42 regional distribution centers, as well as the Commercial Agreement with GreenBox for which Symbotic will implement its warehouse automation system into GreenBox distribution center locations.

The definition of remaining performance obligations excludes those contracts that provide the customer with the right to cancel or terminate the contract without incurring a substantial penalty.

The Company expects to recognize approximately 8 % of its remaining performance obligations as revenue in the next 12 months, approximately 60 % of its remaining performance obligations as revenue within 5 years, and the remaining thereafter, which is dependent on the timing of System installation timelines.

For contracts with a duration of greater than one year, the transaction price allocated to performance obligations that are unsatisfied as of September 28, 2024 was $ 22.4 billion, which is primarily comprised of undelivered or partially undelivered Systems under contract, and which a substantial majority relates to undelivered or partially undelivered Systems in connection with the Master Automation Agreement with Walmart to implement Systems in all of Walmart’s 42 regional distribution centers, as well as the Commercial Agreement with GreenBox for which Symbotic will implement its System into GreenBox distribution center locations.

As the Company accounts for GreenBox as an equity method investment, the remaining performance obligation includes the Company’s proportionate share of unconsolidated variable interest entity contracts.

The definition of remaining performance obligations excludes those contracts that provide the customer with the right to cancel or terminate the contract without incurring a substantial penalty as well as operation services contracts.

The Company expects to recognize approximately 10 % of its remaining performance obligations as revenue in the next 12 months, approximately 60 % of its remaining performance obligations as revenue within 1 to 5 years, and the remaining thereafter, which is dependent on the timing of System installation timelines.

The Company does not disclose the value of remaining performance obligations for contracts with an original expected duration of one year or less.

In connection with the adoption of ASUs 2016-02 and 2018-11 (see Note 2, Summary of Significant Accounting Policies ), the Company updated its policy for recognizing leases under ASC Topic 842.

A summary of the updated policy is included in Note 2, Summary of Significant Accounting Policies .

Prior to September 25, 2022, the Company accounted for leases under ASC Topic 840, Leases.

Lease Portfolio

The Company leases office space in Wilmington, MA and Montreal, QC through operating lease arrangements.

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The operating lease arrangements expire at various dates through December 2030.

Impact of Adoption

The Company utilized the cumulative effect adjustment method of adoption and, accordingly, recorded ROU assets and lease liabilities of $ 5.5 million and $ 6.4 million, respectively, on the balance sheet at September 25, 2022.

The Company elected the following practical expedients in accordance with ASC Topic 842:

• Reassessment elections - The Company elected the package of practical expedients, and did not reassess whether any existing contracts are or contain a lease, provided a lease analysis was conducted under ASC Topic 840.

extent leases were identified under ASC Topic 840, the Company did not reassess the classification of those leases.

Additionally, to the extent initial direct costs were capitalized under ASC Topic 840 and are not amortized as a result of the implementation of ASC Topic 842, they were not reassessed.

• Short-term lease election - ASC Topic 842 allows lessees an option to not recognize ROU assets and lease liabilities arising from short-term leases.

A short-term lease is defined as a lease with an initial term of 12 months or less.

The Company elected to not recognize short-term leases as ROU assets and lease liabilities on the balance sheet.

All short-term leases which are not included on the Company’s balance sheet will be recognized within lease expense.

Leases that have an initial term of 12 months or less with an option for renewal will need to be assessed in order to determine if the lease qualifies for the short-term lease exception.

If the option is reasonably certain to be exercised, the lease does not qualify as a short-term lease.

The following table presents the balance sheet location of the Company’s operating leases (in thousands):

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Raw materials and components $ 72,279 $ 124,446

Work in process 4,538 —

Finished goods 29,319 11,675

Total inventories $ 106,136 $ 136,121

Inventory reserves for the years ended September 30, 2023 and September 24, 2022 were $ 10.3 million and $ 1.0 million, respectively.

During the second quarter and fourth quarter of fiscal year 2023, inventory impairment charges of $ 5.2 million and $ 14.5 million were recorded, respectively, resulting from management’s commitment to actions to restructure certain parts of the Company within the U.S.

During fiscal year 2024, the Company recorded inventory restructuring charges of $ 33.4 million, primarily related to outsource of bot assembly and component inventory management.

During fiscal year 2023, the Company recorded inventory restructuring charges of $ 19.8 million resulting from management’s commitment to actions to restructure within the U.S.

and Canada, as further described in Note 10, Severance Charges .

These impairment charges were recorded within Systems Cost of Revenue in the Consolidated Statements of Operations.

These charges were recorded within Systems Cost of Revenue in the Consolidated Statements of Operations.

Property and Equipment

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September 28, 2024 September 30, 2023

Computer equipment and software, furniture and fixtures, and test equipment $ 40,437 $ 45,818

Computer equipment and software, furniture and fixtures, and test and other equipment $ 114,515 $ 40,437

Internal use software 7,141 5,638

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Property and equipment, net $ 97,109 $ 34,507

Included within the $ 62.6 million net increase of property and equipment from September 30, 2023 to September 28, 2024 is approximately $ 38.5 million non-cash transfer of equipment from deferred cost to property and equipment related to equipment which the Company will be utilizing for internal operations.

Depreciation expense was $ 13.0 million for the year ended September 28, 2024, $ 9.0 million for the year ended September 30, 2023, and $ 5.5 million for the year ended September 24, 2022.

At September 28, 2024, $ 4.7 million was included within prepaid expenses and other current assets related to the Company’s ERP implementation project which is accounted for as a hosting arrangement that is a service contract.

Severance Charges

During the second quarter of fiscal year 2023, management committed to actions to restructure certain parts of the Company within the U.S.

The Company did not have any material severance activity for the period ended September 28, 2024.

During the second quarter of fiscal year 2023, management committed to actions to restructure within the U.S.

and Canada to better position the Company to become more agile in delivering its solutions through various outsourcing partnerships.

As a result, certain headcount reductions were necessary, and the Company recognized $ 2.3 million of expense associated with these actions, which is included within selling, general, and administrative expenses on the Consolidated Statements of Operations for the year ended September 30, 2023.

The charges related to these actions have been completed within the fiscal year.

The charges related to these actions were completed within the fiscal year ended September 30, 2023.

The costs incurred related to employee severance are recorded as a liability when it is probable that employees will be entitled to termination benefits and the amounts can be reasonably estimated.

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The following table presents the activity related to the Company’s severance liability as of September 30, 2023 (in thousands).

The Company did not have material severance activity for the period ended September 24, 2022.

September 30, 2023

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Intangible Assets

Intangible assets acquired in connection with a 2014 business acquisition are being amortized on a straight-line basis over their estimated useful lives.

In connection with an asset acquisition in July 2024, the Company acquired developed technology intangible assets of $ 3.9 million.

The developed technology intangible assets acquired will be amortized over a useful life of 3 years on a straight-line basis.

The estimated weighted average useful life of the identified intangible assets are as follows:

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Customer relationships 10 years

Developed technology 3 years

Trademarks 3 years

Amortization expense was $ 0.4 million for the year ended September 30, 2023, $ 0.5 million for the year ended September 24, 2022, and $ 0.5 million for the year ended September 25, 2021.

The following table presents the Company’s intangible assets as of the dates indicated (in thousands):

Acquired intangible assets that are subject to amortization consisted of the following as of September 28, 2024 and September 30, 2023 (in thousands):

September 28, 2024 September 30, 2023

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Customer relationships $ 4,338 $ ( 4,338 ) $ — $ 4,338 $ ( 4,121 ) $ 217

Developed technology 3,918 ( 254 ) 3,664 — — —

Trademarks 729 ( 729 ) — 729 ( 729 ) —

Intangible assets $ 8,985 $ ( 5,321 ) $ 3,664 $ 5,067 $ ( 4,850 ) $ 217

Amortization expense was $ 0.5 million for the year ended September 28, 2024, $ 0.4 million for the year ended September 30, 2023, and $ 0.5 million for the year ended September 24, 2022.

The following table presents the estimated future annual pre-tax amortization expense of definite-lived intangible assets as of the date indicated (in thousands):

Fiscal year 2025 $ 1,304

Fiscal year 2026 1,304

Fiscal year 2027 and thereafter 1,056

Total $ 3,664

The components of income/(loss) before provision for income taxes are as follows (in thousands):

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Total $ ( 80,460 ) $ ( 212,514 ) $ ( 139,089 )

The provision (benefit) for income taxes consists of the following (in thousands):

September 30, 2023

The provision (benefit) for income taxes consists of the following for each of the periods presented (in thousands):

September 28, 2024 September 30, 2023

Federal $ — $ —

State 244 307

International 51 ( 13 )

Total current taxes $ 295 $ 294

Federal $ — $ —

International 3,917 ( 4,914 )

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Provision (benefit) for Income Taxes $ 4,212 $ ( 4,620 )

There was no provision for income taxes for the years ended September 24, 2022 and September 25, 2021.

There was no provision for income taxes for the year ended September 24, 2022.

The following is a reconciliation of the expected U.S.

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Return to provision 5 — % 88 — % — — %

Adjustment for rate changes 16,620 ( 21 ) % — — % — — %

Other 11 — % 9 — % — — %

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Tax Receivable Agreement 32,065 24,574

Other 264 409

Credits 9,269 7,184

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The Company has established a valuation allowance related to domestic and foreign deferred tax assets on deductible temporary differences, tax losses, and tax credit carryforwards.

Due to a change in circumstances during the year ended September 30, 2023, the Company now believes it will have sufficient future operating income to realize a portion of the

beginning of the year’s foreign deferred tax assets.

Therefore the Company has released $ 6.1 million of its valuation allowance.

Due to a change in circumstances during the year ended September 28, 2024, the Company is recording an additional valuation allowance as it relates to Canada.

As a result, the Company’s ending valuation allowance as of the year ended September 28, 2024 is $ 690.2 million.

The remaining valuation allowance at September 28, 2024 of $ 690.2 million consists of $ 679.8 million in the United States and $ 10.4 million in foreign jurisdictions.

The change in the valuation allowance in fiscal year 2023 of $ 318.6 million primarily relates to the Company’s investment in Symbotic Holdings LLC, tax receivable agreement, and tax carryforward attributes.

The change in the valuation allowance in fiscal year 2024 of $ 203.3 million predominantly relates to the Company’s investment in Symbotic Holdings LLC, tax receivable agreement, and tax carryforward attributes.

Activity related to the valuation allowance for the periods presented was as follows (in thousands):

For the year ended

September 28, 2024 September 30, 2023 September 24, 2022

Beginning balance $ 486,920 $ 168,308 $ 12,608

Recorded to additional paid-in capital 208,629 315,425 152,985

Recorded to other comprehensive income — — —

Recorded to income tax expense ( 5,318 ) 3,187 2,715

Ending balance $ 690,231 $ 486,920 $ 168,308

Net Operating Losses

As of September 30, 2023, the Company had a U.S.

As of September 28, 2024, the Company had U.S.

federal net operating loss carryforwards of $ 155.1 million and gross state net operating loss carryforwards of $ 183.3 million.

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rather, it applies to other accounting pronouncements that require or permit fair value measurements.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction

between market participants on the measurement date.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date.

This pronouncement also establishes a three-level hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

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Treasury Securities — — — — — 286,736 — 286,736

Warrant fair value — 12,308 — 12,308 — — — —

Total assets $ 712,958 $ 12,308 $ — $ 725,266 $ 219,945 $ 286,736 $ — $ 506,681

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The fair value of the Company’s investments in certain money market funds is their face value and such instruments are classified as Level 1 and are included in cash and cash equivalents on the consolidated balance sheets.

At September 30, 2023, Level 2 securities were priced by pricing vendors.

At September 28, 2024, the fair value of the warrant issued as described in Note 15, Derivative Instruments, is classified as Level 2 and at September 30, 2023, U.S.

Treasury securities were classified as Level 2.

Level 2 securities are priced by pricing vendors.

These pricing vendors utilize the most recent observable market information in pricing these securities or, if specific prices are not available for these securities, use other observable inputs like market transactions involving identical or comparable securities.

At September 30, 2023, the amortized cost of the Company’s U.S.

Treasury securities is $ 281.3 million, with unrealized gains of $ 5.5 million and no unrealized losses, resulting in a fair value of $ 286.7 million.

As applicable, when making the determination as to whether unrealized losses are other-than-temporary, the Company considers the length of time and extent to which each investment has been in an unrealized loss position, the financial condition and near-term prospects of the issuers, the issuers’ credit rating, and the time to maturity.

For the year ended September 30, 2023, there is no cash and cash equivalents related to U.S.

Treasury securities with an original maturity of three months or less which are included in the amortized cost balance of $ 281.3 million.

Derivative Instruments

During fiscal year 2024, the Company entered into warrant agreements and a development and supply agreement with a supplier which, subject to meeting certain conditions, will entitle the Company to acquire a fixed number of shares of the supplier during the period of time set forth in the warrant agreements.

The warrants will vest in a series of tranches, at a specified price per share, upon meeting certain development and production based milestones.

If, and when, the relevant milestone is reached, the corresponding tranche of warrant will become exercisable up until the expiration date of the warrants in May 2044.

The warrants are accounted for as a derivative under ASC 815, Derivatives and Hedging , as a result of certain net settlement provisions in the warrant agreements.

The Company reports the warrants at their fair values within “other assets” in its condensed consolidated balance sheets and changes in the fair value of the warrants are recognized in “other income, net” on its condensed consolidated statements of operations.

The day-one value attributable to the other side of the warrants is reported within “other liabilities” in the Company’s condensed consolidated balance sheets and will be amortized over the life of the applicable development and production milestones as determined in the development and supply agreement.

The fair value of the warrants recognized within “ other assets ” on the Company’s condensed consolidated balance sheets at September 28, 2024 is $ 12.3 million.

There is no impact recorded to “other income, net” on the Company’s condensed consolidated statements of operations for the period ended September 28, 2024, as there has been no change to the fair value of the warrants since the Company entered into these warrant agreements in the third quarter of fiscal year 2024.

Related Party Transactions

Insurance Coverage

Prior to the first quarter of fiscal year 2023, the Company was covered under the C&S Wholesale Grocers, Inc.

(“C&S”) workers’ compensation, general liability, auto liability risk, and technology errors and omissions insurance which C&S managed through the utilization of high deductible insurance policies.

C&S is an affiliate of the Company as the same individual, certain of his family members and certain affiliated entities and trusts of the individual and his family members, in the aggregate, control both entities.

The Company paid $ 2.3 million, and $ 1.8 million to C&S related to this insurance coverage during the years ended September 24, 2022, and September 25, 2021, respectively.

The amounts were expensed to operations as incurred.

ASC 850, Related Party Disclosures (“ASC 850”) provides guidance for the identification of related parties and the disclosure of related party transactions.

Related parties are generally defined as (i) affiliates of the Company;

(ii) owners of more than 10% of the voting interests of the Company and members of their immediate families;

(iii) management of the Company and members of their immediate families;

(iv) other parties which directly or indirectly control, are controlled by, or are under common control with the Company;

or (v) other parties who can significantly influence the financial and operating decisions of the Company.

A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

The Company assesses related parties each reporting period.

For the reporting periods covered by this report, the Company determined that C&S Wholesale Grocers, Inc.

(“C&S”), GreenBox, and certain current holders of Symbotic Holdings LLC were a related party under ASC 850.

The following transactions were related party transactions under ASC 850.

Aircraft Time Sharing Agreement

In December 2021 and May 2022, the Company entered into two separate agreements with C&S whereby the Company's officials, employees, and guests are permitted to use the two C&S aircrafts on an as-needed and as-available basis, with no

minimum usage being required (the “Agreements”).

As there is no defined period of time stated within the Agreements, the Company does not consider these to meet the definition of a lease, and as such, records payments in the period in which the obligation for the payment is incurred.

The Company incurred expense of $ 0.9 million and $ 0.7 million related to usage of the aircrafts for the years ended September 30, 2023 and September 24, 2022, respectively.

In December 2021 and May 2022, the Company entered into aircraft time-sharing agreements with C&S whereby the Company’s officials, employees, and guests are permitted to use the two C&S aircraft on an as-needed and as-available basis, with no minimum usage being required.

As there is no defined period of time stated within these aircraft time-sharing agreements, the Company does not consider these to meet the definition of a lease, and as such, records payments in the period in which the obligation for the payment is incurred.

The Company incurred expense of $ 1.1 million, $ 0.9 million, and $ 0.7 million related to usage of the aircrafts for the years ended September 28, 2024, September 30, 2023, and September 24, 2022, respectively.

Usage of Facility and Employee Services

In the fourth quarter of fiscal year 2022, the Company entered into a license arrangement with C&S whereby C&S is providing receiving and logistics services for the Company within C&S distribution facilities.

The Company has a license arrangement with C&S whereby C&S is providing receiving and logistics services for the Company within a C&S distribution facility.

The arrangement also provides for C&S employees assisting with certain of the Company’s operations.

The Company incurred $ 2.9 million and $ 0.2 million of expense related to this arrangement for the years ended September 30, 2023 and September 24, 2022, respectively.

The Company incurred $ 1.8 million, $ 2.9 million, and $ 0.2 million of expense related to this arrangement for the years ended September 28, 2024, September 30, 2023, and September 24, 2022, respectively.

Customer Contracts

The Company has customer contracts with C&S relating to systems implementation, software maintenance services and the operations of a warehouse automation system.

The Company has customer contracts with C&S relating to systems implementation, software maintenance services and the operations of a System.

Revenue of $ 58.9 million, $ 15.8 million, and $ 3.5 million was recognized for the years ended September 28, 2024, September 30, 2023, and September 24, 2022, respectively, relating to these customer contracts.

There was $ 0.9 million accounts receivable due from C&S at September 30, 2023 and no accounts receivable due from C&S at September 24, 2022.

There was $ 18.4 million unbilled accounts receivable and accounts receivable due from C&S at September 28, 2024 and $ 0.9 million unbilled accounts receivable and accounts receivable due from C&S at September 30, 2023.

There was $ 1.8 million and $ 9.3 million of deferred revenue relating to contracts with C&S at September 28, 2024 and September 30, 2023, respectively.

The transaction price allocated to performance obligations that are unsatisfied as of September 28, 2024 was $ 5.1 million.

The Company has a customer contract relating to systems implementation and shared services with GreenBox.

Revenue of $ 6.0 million was recognized for the year ended September 28, 2024 related to this customer contract.

There was no unbilled accounts receivable and accounts receivable due from the customer contract and $ 0.6 million accounts receivable due from the shared service agreement at September 28, 2024.

There was $ 69.1 million of deferred revenue relating to contracts with GreenBox at September 28, 2024.

The transaction price allocated to performance obligations that are unsatisfied as of September 28, 2024 was $ 11.5 billion.

There was no revenue, accounts receivable, or deferred revenue for GreenBox at and for the year ended September 30, 2023.

Funding of $ 83.1 million was made by the Company to GreenBox in relation to the VIE (as further described in Note 18, Variable Interest Entities ) for the year ended September 28, 2024.

No funding was made for the year ended September 30, 2023.

Tax Distribution to Symbotic Holdings LLC partners

Pursuant to the Second Amended and Restated Limited Liability Company Agreement of Symbotic Holdings LLC, Symbotic LLC makes pro rata tax distributions to the Holders of Symbotic Holdings’ units in an amount sufficient to fund all or part of their tax obligations with respect to the taxable income of Symbotic Holdings that is allocated to them.

For the year ended September 28, 2024, the Company distributed a total of $ 48.2 million of tax distributions to its members, of which $ 41.7 million was distributed to those who met the definition of a related party in accordance with ASC 850.

Commitments and Contingencies

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Refer to Note 7, Leases for a schedule of future lease payments under non-cancellable leases as of September 28, 2024.

The Company provides a limited warranty on its warehouse automation system and has established a reserve for warranty obligations based on estimated warranty costs.

The reserve is included as part of accrued expenses and other long-term liabilities in the accompanying consolidated balance sheets.

The Company provides a limited warranty on its System and has established a reserve for warranty obligations based on estimated warranty costs.

The reserve is included as part of “accrued expenses and other current liabilities” and “other liabilities” in the accompanying consolidated balance sheets.

Activity related to the warranty accrual was as follows (in thousands):

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Balance at end of period $ 31,935 $ 18,948 $ 9,004

Legal Matters

The Company is subject from time to time to various claims, lawsuits and other legal and administrative proceedings.

Some of these claims, lawsuits and other proceedings may involve highly complex issues that are subject to substantial uncertainties, and could result in damages, fines and penalties, non-monetary sanctions or relief.

The Company recognizes provisions for claims or pending litigation when it is determined that an unfavorable outcome is probable, and the amount of loss can be reasonably estimated.

Due to the inherent uncertain nature of litigation, the ultimate outcome or actual cost of settlement may materially vary from estimates.

SEC Request for Information

The Company has been responding to requests for information from the SEC relating to an investigation by the SEC of alleged violations by the Company of Rule 21F-17, which prohibits actions to impede an individual from communicating directly with the SEC staff about a possible securities law violation.

The Company intends to continue to defend this matter vigorously and cannot predict the outcome of this investigation.

Securities Class Actions

On August 14, 2024, a putative class action captioned Fox v.

Symbotic Inc.

et al., Case No.

24-cv-12090 was filed in the United States District Court for the District of Massachusetts by an alleged holder of the Company’s common stock.

The complaint asserts claims for violations of federal securities laws against the Company and two of its officers on the grounds that, among other things, the Company made false and/or misleading statements related to its expected earnings for the third quarter of fiscal year 2024.

Based on these allegations, the plaintiff brings claims seeking unspecified damages, attorneys’ fees, expert fees, and other costs and relief on behalf of herself and a putative class of persons who purchased the Company’s stock between May 6, 2024 and July 29, 2024.

On September 11, 2024, the court entered a stipulation staying the Company’s deadline to respond to the complaint until after a lead plaintiff has been appointed pursuant to the Private Securities Litigation Reform Act.

On October 15, 2024, four alleged shareholders filed motions seeking to be appointed as lead plaintiff.

As of November 7, 2024, one alleged shareholder has withdrawn her motion for appointment as lead plaintiff, and two others have filed papers stating that they do not oppose the competing motion of the movant who claimed the largest losses, Dr.

Seshagiri Rao Kalapala, and his selection of Levi & Korsinsky, LLP as lead counsel.

As of December 3, 2024, the court has not yet ruled on the pending lead plaintiff motions.

On December 3, 2024, a putative class action captioned Decker v.

Symbotic Inc.

et al., Case No.

24-cv-12976 was filed in the United States District Court for the District of Massachusetts by an alleged purchaser of the Company’s common stock.

The complaint asserts claims for violations of federal securities laws against the Company and three of its officers on the grounds that the Company made false and/or misleading statements related to its revenue recognition and the effectiveness of its disclosure controls and procedures.

Based on these allegations, the plaintiff brings claims seeking unspecified damages, attorneys’ fees, expert fees, and other costs and relief on behalf of himself and a putative class of persons who purchased the Company’s stock between February 8, 2024 and November 26, 2024.

The Company intends to vigorously defend these cases.

If a court ultimately determines that the Company is liable in either or both of these cases, the Company may be subject to substantial damages.

The Company cannot predict with any degree of certainty the outcome of these matters or determine the extent of any potential liabilities.

The Company also cannot

provide an estimate of the possible loss or range of loss.

Any adverse outcome in these matters could expose the Company to substantial damages that may have a material adverse impact on its operations and cash flows.

Despite the potential for significant damages, the Company does not believe, based on currently available information, that the outcome of these proceedings will have a material adverse effect on its financial condition, although the outcome could be material to its operating results for any particular period, depending, in part, upon the operating results for such period.

Shareholder Derivative Actions

On October 2, 2024, two putative shareholder derivative actions captioned Austen v.

Cohen et al., 24-cv-12522 and Kukreja v.

Cohen et al., 24-cv-12523 were filed in the United States District Court for the District of Massachusetts by the Company’s alleged shareholders.

The actions assert claims on behalf of the Company against certain senior officers and members of its board of directors for, among others, breach of fiduciary duty, unjust enrichment, and violations of federal securities laws based primarily on allegations that the defendants caused or allowed the Company to disseminate misleading and inaccurate information to shareholders in connection with the Company’s expected earnings for the third quarter of fiscal year 2024.

The actions also contend that the defendants wasted corporate assets by exposing the Company to the securities class action lawsuit filed on August 14, 2024.

The actions seek compensatory damages, changes to corporate governance and internal procedures, restitution, costs and attorneys’ fees, and other unspecified relief.

On November 19 and November 20, 2024, the parties filed motions seeking to consolidate the two actions into a single matter, appoint lead plaintiffs’ counsel, and stay any obligation of the defendants to respond to the complaint based on the pendency of the related Fox v.

Symbotic securities class action lawsuit (described above).

The Company intends to vigorously defend these cases.

If a court ultimately determines that the Company is liable, the Company may be subject to substantial damages.

The Company cannot predict with any degree of certainty the outcome of this matter or determine the extent of any potential liabilities.

The Company also cannot provide an estimate of the possible loss or range of loss.

Any adverse outcome in this matter could expose the Company to substantial damages that may have a material adverse impact on its operations and cash flows.

Despite the potential for significant damages, the Company does not believe, based on currently available information, that the outcome of this proceeding will have a material adverse effect on its financial condition, although the outcome could be material to its operating results for any particular period, depending, in part, upon the operating results for such period.

Contingencies

Liabilities for any loss contingencies arising from claims, assessments, litigation, fines, penalties, and other matters are recorded when it is probable that the liability has been incurred and the amount of the liability can be reasonably estimated.

Legal costs associated with loss contingencies are expensed as incurred.

As of September 28, 2024, the Company had made appropriate provisions related to such matters and does not believe that such matters will have a material adverse effect on the Company’s consolidated operations, financial position, or liquidity.

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Such indemnification obligations may not be subject to maximum loss clauses.

Company has never incurred costs to defend lawsuits or settle claims related to these indemnification obligations.

The Company has never incurred costs to defend lawsuits or settle claims related to these indemnification obligations.

As a result, the Company believes the estimated fair value of these obligations is not material.

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The primary beneficiary is the party who has both (a) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and (b) an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the entity.

On July 23, 2023, the Company, New Symbotic Holdings, and Symbotic US (collectively, the “Symbotic Group”), entered into a Framework Agreement (the “Framework Agreement”) with Sunlight Investment Corp., a Delaware corporation (“Sunlight”), SVF II Strategic Investments AIV LLC, a Delaware limited liability company (“SVF” and, together with Sunlight, “SoftBank”), and GreenBox Systems LLC, a Delaware limited liability company (“GreenBox”), related to the formation of GreenBox as a venture between the Symbotic Group and SoftBank, the entry into a Limited Liability Company Agreement of GreenBox and Master Services, License and Equipment Agreement (the “Commercial Agreement”) and issuance of a warrant to purchase Class A Common Stock of Symbotic (the “GreenBox Warrant”).

GreenBox was established on July 21, 2023, to build and automate supply chain networks globally by operating and financing the Company’s advanced A.I.

and automation technology for the warehouse.

On July 23, 2023, the Company, New Symbotic Holdings, and Symbotic LLC (collectively, the “Symbotic Group”), entered into a Framework Agreement (the “Framework Agreement”) with Sunlight Investment Corp., a Delaware corporation (“Sunlight”), SVF II Strategic Investments AIV LLC, a Delaware limited liability company (“SVF” and, together with Sunlight, “SoftBank”), and GreenBox Systems LLC, a Delaware limited liability company (“GreenBox”), related to the

formation of GreenBox as a venture between the Symbotic Group and SoftBank, GreenBox Limited Liability Company Agreement, Master Services, License and Equipment Agreement (the “Commercial Agreement”) and warrant to purchase Class A Common Stock of Symbotic (the “GreenBox Warrant”).

GreenBox was established on July 21, 2023, to build and automate supply chain networks globally by operating and financing the Company’s advanced artificial intelligence (“A.I.”) and automation technology for the warehouse.

Symbotic Holdings and Sunlight own 35 % and 65 % of GreenBox, respectively.

On July 23, 2023, GreenBox entered into a Commercial Agreement with Symbotic US with respect to the purchase of Symbotic’s automated case handling systems, as noted in Note 5, Revenue .

On July 23, 2023, GreenBox entered into the Commercial Agreement with Symbotic LLC with respect to the purchase of Symbotic’s automated case handling systems.

The Company evaluated for VIEs upon the formation of GreenBox in accordance with ASC 810, Consolidation .

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Such power is conveyed through GreenBox’s board of directors and the Company does not have control over GreenBox’s board of directors.

The Company calculated its maximum exposure to loss while considering its equity investment in the VIE, any amounts owed to the Company for services which may have been provided, net of any unearned revenue commitments from the VIE under the Commercial Agreement, and future funding commitments.

As of September 30, 2023, there is no carrying value of the VIE as no significant activity had occurred in the period related to the VIE.

As of September 30, 2023 the Company does not have a maximum exposure to loss as the Company’s future funding commitment is less than the revenue commitment from the VIE under the Commercial Agreement .

The Company’s recorded investments in the unconsolidated VIE and related estimated maximum exposure to loss are as follows (in thousands):

September 28, 2024

Investments in Unconsolidated VIE Symbotic's Maximum Exposure to Loss

GreenBox Systems LLC $ 81,289 $ 1,639,942

The Company calculated its maximum exposure to loss while considering its equity investment in the VIE, any amounts owed to the Company for services which may have been provided, and future funding commitments of $ 1,639.9 million.

As of September 28, 2024, there is a $ 81.3 million carrying value of the VIE which represents the amount which the Company has invested in the VIE, net of the Company’s proportionate share of the VIE’s net loss.

The Company’s maximum exposure to loss as displayed above does not take into consideration the VIE’s commitment under the Commercial Agreement to reimburse the Company in the event of a termination.

If the VIE’s commitment under the Commercial Agreement was taken into consideration, there would be no maximum exposure to loss presented as the VIE’s commitment under the Commercial Agreement exceeds the Company’s future funding commitments.

Prior to the Business Combination, the Company had authorized five classes of membership interests, consisting of a class of common units of the Company known as the Class A Common Units (the “Class A Units”), a class of preferred units of the Company known as the Class B Preferred Units (the “Class B Units”), a class of preferred units of the Company known as the Class B-1 Preferred Units (the “Class B-1 Units”), a class of preferred units of the Company known as the Class B-2 Preferred Units (the “Class B-2 Units”, and together with the Class B Units and the Class B-1 Units, the “Preferred Units”) and an additional class of common units of the Company to be granted to employees, officers, and directors pursuant to an incentive plan, known as the Class C Common Units (the “Class C Units” and, together with the Class A Units, the “Common Units,” and the Common Units together with the Preferred Units, the “Units”).

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As the Business Combination was accounted for as a reverse recapitalization, all periods prior to the Business Combination were retroactively adjusted using the Exchange Ratio as stipulated by the Merger Agreement for the equivalent number of shares outstanding immediately after the Merger to effect the reverse recapitalization.

The Class A Units were converted into Common Stock using an exchange ratio of 61.28 per share, the Class B Units were converted into Common Stock using an exchange ratio of 47,508,300.00 per share, the Class B-1 Units were converted into Common Stock using an exchange ratio of 24,031,400.00 per share, and the Class C Units were converted into Common Stock using an exchange ratio

of 58.15 per share.

This is presented within the consolidated statements of changes in redeemable preferred and common units and equity (deficit).

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Class V-1 Common Stock and Class V-3 Common Stock

The Company is authorized to issue 1,000,000,000 shares of Class V-1 Common Stock and 450,000,000 shares of Class V-3 Common Stock, both which have a par value of $ 0.0001 and all of which were issued to the Legacy Warehouse unitholders in connection with the Closing of the Business Combination, as described in Note 3, Business Combination .

As of September 28, 2024 there were 76,965,386 shares of Class V-1 and 404,309,196 shares of Class V-3 Common Stock outstanding.

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Holders of Class V-1 Common Stock and Class V-3 Common Stock will vote together with other holders of common stock as a single class on all matters (or, if any holders of any series of preferred stock are entitled to vote together with the holders of common stock, as a single class with the holders of such series of preferred stock).

Notwithstanding the foregoing, the holders of shares of any series of common stock will be entitled to vote as a separate class

upon any amendment to the Charter (including by merger, consolidation, reorganization or similar event) that would adversely alter or change the powers, preferences or special rights of such series of common stock.

Except as expressly required by law, holders of common stock, as such, will not be entitled to vote on any amendment to the Charter (including any certificate of designation) that relates solely to the rights, powers, preferences (or the qualifications, limitations or restrictions thereof) or other terms of one or more outstanding series of preferred stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to the Charter (including any certificate of designation) or pursuant to the DGCL.

Notwithstanding the foregoing, the holders of shares of any series of common stock will be entitled to vote as a separate class upon any amendment to the Charter (including by merger, consolidation, reorganization or similar event) that would adversely alter or change the powers, preferences or special rights of such series of common stock.

are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to the Charter (including any certificate of designation) or pursuant to the DGCL.

Dividend Rights

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The rights, preferences and privileges of holders of the Class V-1 Common Stock and Class V-3 Common Stock will be subject to those of the holders of any shares of the preferred stock the Company may issue in the future.

Subject to the terms of the New Symbotic Holdings LLC Agreement, holders of New Symbotic Holdings Common Units may cause the Company to redeem all or any portion of such holder’s New Symbotic Holdings Common Units, and in connection with such redemption, the Company may be required to deliver Class A common units to such holder.

Conversion of Class V-3 Common Stock

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Legacy Warehouse Membership Interests

For the year ended September 25, 2021, the Company was authorized to issue up to 6,426,208 Units in the aggregate, of which 5,997,632 are designated as Class A Units, one Unit is designated as a Class B Unit, two Units are designated as Class B-1 Units, two Units are designated as Class B-2 Units and 428,571 Units are designated as Class C Units.

Prior to the Business Combination and under the Legacy Warehouse Membership Interests, the Company was authorized to issue up to 6,426,208 Units in the aggregate, of which 5,997,632 are designated as Class A Units, one Unit is designated as a Class B Unit, two Units are designated as Class B-1 Units, two Units are designated as Class B-2 Units and 428,571 Units are designated as Class C Units.

As of September 25, 2021, there were 5,997,632 Class A Units, one Class B Unit, one Class B-1 Unit and 428,571 Class C Units outstanding.

As discussed above, these outstanding units were converted into Common Stock as part of the Business Combination during fiscal year 2022.

During the periods ended September 24, 2022 and September 25, 2021, the Company received no member contributions from the holder of the Class B-1 Unit.

The Company recorded a cumulative preferred return with respect to the holder of the

Class B-1 Unit of $ 8.1 million and $ 11.1 million for the years ended September 24, 2022 and September 25, 2021, respectively.

The Company recorded a cumulative preferred return with respect to the holder of the Class B Unit of $ 16.1 million and $ 21.9 million for the years ended September 24, 2022 and September 25, 2021, respectively.

During the period ended September 24, 2022, the Company received no member contributions from the holder of the Class B-1 Unit.

The Company recorded a cumulative preferred return with respect to the holder of the Class B-1 Unit and B Unit of $ 8.1 million and $ 16.1 million, respectively, for the year ended September 24, 2022.

The following conditions applied to the classes of membership interests authorized prior to the Business Combination:

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The Company classified its redeemable Preferred Units (Class B, B-1, and B-2 Units) as mezzanine equity, or outside of members’ deficit, because the units contain liquidation features that are not solely within the Company’s control.

As of September 25, 2021, the aggregate Liquidation Preference for the Class B and B-1 Units was $ 691.3 million.

Redemption Rights

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The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A Common Stock (in thousands, except per share information):

September 30, 2023 September 24, 2022

September 28, 2024 September 30, 2023 September 24, 2022

Numerator - basic and diluted

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As such, separate presentation of basic and diluted earnings per share of Class V-1 Common Stock and Class V-3 Common Stock under the two-class method has not been presented.

The Company uses the treasury stock method and the average market price per share during the period for calculating any potential dilutive effect of the RSUs, ESPP and Warrant Units.

The Company uses the treasury stock method and the average market price per share during the period for calculating any potential dilutive effect of the restricted stock units (“RSUs”), ESPP, and Warrant Units (defined below).

The average stock price for the year ended September 28, 2024 was $ 38.79 .

For the year ended September 28, 2024, there were 5,636,703 potentially dilutive common stock equivalents related to the RSUs.

The Warrant Units and ESPP shares were not included as they created an anti-dilutive effect.

The average stock price for the year ended September 30, 2023 was $ 25.30 .

For the year ended September 30, 2023, there were 7,635,238 and 9,598,620 potentially dilutive common stock equivalents related to the RSUs and Warrant Units, respectively.

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2022 Omnibus Incentive Compensation Plan (“2022 Plan”).

The 2022 Plan allows for the issuance of stock options, stock appreciation rights, restricted shares, restricted stock units, dividend equivalent rights, and other equity-based or equity-like awards that the Compensation Committee of the Board of Directors determines to be consistent with the purposes of the 2022 Plan and the interests of the Company for up to 59,800,928 shares of common stock to employees, directors, and consultants of the Company.

The 2022 Plan allows for the issuance of stock options, stock appreciation rights, restricted shares, restricted stock units, dividend equivalent rights, and other equity-based or equity-like awards that the Compensation Committee of the Board of Directors determines to be consistent with the purposes of the 2022 Plan and the interests of the Company for up to 75,485,491 shares of Class A Common Stock to employees, directors, and consultants of the Company.

Additionally, up to 8,500,000 shares may be issued in connection with the exchange of awards under the 2012 Value Appreciation Plan (described below) or the Amended and Restated 2018 Long Term Incentive Plan (“Legacy Plans”).

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The following two tables show stock-based compensation expense by award type and where the stock-based compensation expense is recorded in the Company’s consolidated statements of operations (in thousands):

September 30, 2023 September 24, 2022

September 28, 2024 September 30, 2023 September 24, 2022

RSUs (service-based and performance-based) $ 109,510 $ 152,791 $ 26,858

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Effect of stock-based compensation expense on income by line item (in thousands):

September 30, 2023 September 24, 2022

September 28, 2024 September 30, 2023 September 24, 2022

Cost of revenue, Systems $ 12,529 $ 36 $ —

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Total stock-based compensation expense $ 112,208 $ 154,227 $ 26,858

For the year ended September 30, 2023, the Company capitalized $ 2.0 million of stock-based compensation expense to property and equipment related to internal use software projects and $ 0.5 million of stock-based compensation expense to prepaid expenses and other current assets and other-long term assets related to its ERP implementation project.

There were no stock-based compensation costs capitalized for the years ended September 24, 2022 and September 25, 2021.

Total stock-based compensation expense for the year ended September 28, 2024 decreased as compared to the year ended September 30, 2023 as a result of the issuance of restricted stock to our employees in August 2022 following the Business Combination with application of the graded-vesting method of expense recognition.

There was no such grant in the same period of fiscal year 2023.

RSUs represent the right to receive one share of the Company’s common stock upon vesting.

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Most RSUs with service-based vesting provisions vest in installments over a three-year period following the grant date.

For RSUs with performance-based vesting conditions, management measures compensation expense based upon a review of the Company’s expected achievement against specified financial performance targets.

For RSUs with performance-based vesting conditions (“PSU”), management measures compensation expense based upon a review of the Company’s expected achievement against specified financial performance targets.

Such compensation cost is being recorded to the extent management has deemed that such awards are probable of vesting based upon the expected achievement against the specified targets.

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Outstanding at September 28, 2024 7,932,500 $ 26.43

The total fair value of RSUs that vested during the years ended September 30, 2023 and September 24, 2022 was $ 90.7 million and $ 29.0 million, respectively.

For the years ended September 30, 2023 and September 24, 2022 the weighted-average fair value of RSU awards granted was $ 15.72 per share and $ 15.81 per share, respectively.

The total fair value of RSUs that vested during the years ended September 28, 2024, September 30, 2023 and September 24, 2022 was $ 295.5 million, $ 90.7 million, and $ 29.0 million, respectively.

For the years ended September 28, 2024, September 30, 2023, and September 24, 2022, the weighted-average fair value of RSU awards granted was $ 44.44 , $ 15.72 , and $ 15.81 per share, respectively.

As of September 28, 2024, 7.9 million RSUs were outstanding and unvested, with an aggregate value of $ 202.4 million and a weighted average remaining vesting period of approximately 0.82 years.

These RSUs are expected to vest on various dates through 2027.

The following table summarizes the PSU activity for the periods presented:

Shares Weighted Average Grant Date Fair Value

Outstanding at September 24, 2022 —

Granted 337,986 $ 15.56

Outstanding at September 30, 2023 337,986 $ 15.56

Granted 235,292 48.38

Forfeited ( 73,226 ) 15.56

Outstanding at September 28, 2024 500,052 $ 31.10

Employee Stock Purchase Plan

On June 3, 2022, the Company’s stockholders approved, and on June 7, 2022, the Company’s board of directors adopted the 2022 Employee Stock Purchase Plan (the “ESPP”).

The ESPP authorizes the issuance of up to a total of 1,266,604 shares

of common stock to participating employees, and allows eligible employees to purchase shares of Class A Common Stock at a 15 % discount from the fair market value of the stock as determined on specific dates, which are typically at six-month intervals.

The offering periods for the ESPP generally start on the first trading day on or after January 1st and July 1st of each year.

The fair value of employee options is estimated using the Black-Scholes option-pricing model with the following assumptions:

September 30, 2023

On June 3, 2022, the Company’s stockholders approved, and on June 7, 2022, the Company’s board of directors adopted the ESPP.

The ESPP authorizes the issuance of up to a total of 2,702,515 shares of Class A Common Stock to participating employees, and allows eligible employees to purchase shares of Class A Common Stock at a 15 % discount from the fair market value of the stock as determined on specific dates, which are typically at six-month intervals.

The offering periods for the ESPP generally start on the first trading day on or after February 28th and August 31st of each year.

However, the first offering period for the ESPP commenced on the first trading day after October 1, 2022 and ended on December 31, 2022, the second offering period commenced on the first trading day after January 1, 2023 and ended on June 30, 2023, the third offering period commenced on the first trading day after July 1, 2023 and ended on February 28, 2024, the fourth offering period commenced on March 1, 2024 and ended on August 31, 2024, and the fifth and current offering period commenced on the first trading day after September 1, 2024 and ends on February 28, 2025.

The fair value of the ESPP is estimated using the Black-Scholes option-pricing model with the following assumptions:

September 28, 2024 September 30, 2023

Risk-free interest rate (%) 0.05 0.03 - 0.05

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Volatility (%) 63.54 - 73.27

63.67 - 76.21

Expected dividends — —

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For the year ended September 28, 2024, 230,548 shares of common stock were issued to employees who participated in the plan with a weighted average purchase price of $ 24.00 per share for total cash proceeds of $ 5.5 million, net of taxes.

For the year ended September 30, 2023, 225,788 shares of common stock were issued to employees who participated in the plan with a weighted average purchase price of $ 10.20 per share for total cash proceeds of $ 2.6 million, net of taxes.

Class C Units

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The Class C Units are subject to a put feature that allow holders to redeem vested Class C Units.

The put feature requires the holder to hold the units for at least six months from the date the Class C Units vest to the earliest date the put feature can be exercised.

The put feature requires the holder to

hold the units for at least six months from the date the Class C Units vest to the earliest date the put feature can be exercised.

Accordingly, since the holder is exposed to the economic risks and rewards of unit ownership, the Class C Units are treated as equity classified awards.

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Forfeited ( 18,107 )

Balance at September 25, 2021 428,571

Granted 18,107

Forfeited ( 18,107 )

Balance at June 7, 2022 428,571

Vested at June 7, 2022 375,930

The Company recognized less than $ 0.1 million as compensation expense associated with the Class C Units for the year ended September 24, 2022 and $ 0.1 million as compensation expense for the year ended September 25, 2021.

Valuation of Class C Units

The fair value of Class C Units was determined by the Company’s Board of Managers based on enterprise valuations performed by management with the assistance of a third-party valuation firm.

For fiscal year 2022 leading up to the Business Combination and for the year ended September 25, 2021, the Company’s total equity value was determined using a combination of the income approach and market approach under the Hybrid Method.

For fiscal year 2022 leading up to the Business Combination, the Company’s total equity value was determined using a combination of the income approach and market approach under the Hybrid Method.

Under this approach, a probability-weighted expected return method was applied where two types of future event scenarios were considered:

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The fair value of each Class C Unit grant was estimated on the date of the award using a Black-Scholes option pricing model with the following assumptions:

June 7, 2022 September 25, 2021

Dividend yield 0 %

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• $ 415.75 for the period September 26, 2021 through December 25, 2021

• $ 407.19 for the period June 27, 2021 through September 25, 2021

• $ 160.03 for the period March 28, 2021 through June 26, 2021

• $ 5.56 for the period September 29, 2019 through March 27, 2021

Value Appreciation Units

The Company historically granted VAP Units to employees, officers, and directors that vested over a period of up to five years , as determined by the Board of Managers.

No VAP Units were granted during the years ended September 24, 2022 and September 25, 2021.

No VAP Units were granted during the year ended September 24, 2022.

Following the Business Combination and in the fourth quarter of fiscal year 2022, all outstanding VAP Units for 20 employees were converted into the Company’s restricted stock units.

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Balance at September 25, 2021 4,039,620

Forfeited ( 349,637 )

Balance at September 25, 2021 4,039,620

Exercised ( 255,845 )

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Accordingly, compensation expense is not recognized until such time as the performance conditions are considered probable of achievement.

During the year ended September 26, 2020, the performance conditions relating to annual revenue and cash flows were considered probable of achievement.

As of the conversion date, the performance conditions relating to annual revenue and cash flows were considered probable of achievement.

The performance condition relating to EBITDA was not considered probable of achievement for any of the periods presented and up to the date of conversion of the VAP Units to restricted stock units.

The Company recognized $ 13.2 million and $ 11.6 million as compensation expense associated with the VAP Units for the years ended September 24, 2022 and September 25, 2021, respectively.

The Company recognized $ 13.2 million as compensation expense associated with the VAP Units for the year ended September 24, 2022.

Warrant Units

GreenBox Warrant

On July 23, 2023, in connection with it entry into the Commercial Agreement with GreenBox, the Company issued Sunlight the GreenBox Warrant to acquire up to an aggregate of 11,434,360 shares of the Company’s Class A Common Stock, subject to certain vesting conditions.

On July 23, 2023, in connection with the Commercial Agreement, the Company issued Sunlight the GreenBox Warrant to acquire up to an aggregate of 11,434,360 shares of the Company’s Class A Common Stock, subject to certain vesting conditions.

The GreenBox Warrant had a grant date fair value of $ 19.90 per unit.

The GreenBox Warrant may vest in connection with conditions defined by the terms of the Warrant, as GreenBox makes additional expenditures to the Company in connection with the Framework Agreement.

There are up to eight tranches based

on increments of expenditures where approximately 1,429,295 additional warrant units may vest per tranche, subject to certain conditions defined by the terms of the Warrant.

Upon vesting, warrant units may be acquired at an exercise price of $ 41.9719 .

The warrant units contain customary anti-dilution, down-round, and change-in-control provisions.

The right to purchase units in connection with the GreenBox Warrant expires 36 months following the end of the initial term of the Framework Agreement which is July 23, 2027, or if applicable, the extension term of the Framework Agreement, which is July 23, 2029.

The GreenBox Warrant may vest in connection with conditions defined by the terms of the GreenBox Warrant, as GreenBox makes additional expenditures to the Company in connection with the Framework Agreement.

There are up to eight tranches based on increments of expenditures where approximately 1,429,295 additional shares may vest per tranche, subject to certain conditions defined by the terms of the GreenBox Warrant.

Upon vesting, the shares may be acquired at an exercise price of $ 41.9719 .

The GreenBox Warrant contains customary anti-dilution, down-round, and change-in-control provisions.

The right to purchase shares pursuant to the GreenBox Warrant expires 36 months following the end of the initial term of the Framework Agreement, which is July 23, 2027, or, if applicable, the extension term of the Framework Agreement, which is July 23, 2029.

As of September 28, 2024, none of the GreenBox Warrant units had vested.

Non-cash share-based payment expense associated with the GreenBox Warrant is recognized as vesting conditions are achieved, based on the grant date fair value of the warrants.

The fair value of the GreenBox Warrant was determined as of the grant date in accordance with ASC Topic 718, Compensation – Stock Compensation , using the Monte Carlo simulation model.

The fair value of the GreenBox Warrant was determined as of the

grant date in accordance with ASC Topic 718, Compensation – Stock Compensation , using the Monte Carlo simulation model.

The Monte Carlo simulation model utilizes multiple input variables that determine the probability of satisfying the vesting conditions stipulated in the warrant agreement in a large number of simulated scenarios.

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As a result of this gross exercise, 446,741 Class A Common Units of Legacy Warehouse were issued to Walmart, which represented a 6.5 % ownership in the Company’s outstanding and issuable Common Units.

On May 20, 2022, in connection with its entry into the 2nd A&R MAA, Walmart's remaining 267,281 Warrant Units vested in accordance with the terms referenced above.

On May 20, 2022, in connection with its entry into the

2nd A&R MAA, Walmart's remaining 267,281 Warrant Units vested in accordance with the terms referenced above.

Upon vesting, Walmart elected to gross exercise the 267,281 vested Warrant Units for $ 104.0 million.

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In connection with the Closing, the May 2022 Warrant was converted into a new warrant to acquire up to an aggregate of 15,870,411 common units of Symbotic Holdings (“June 2022 Warrant” and, the common units of Symbotic Holdings issuable thereunder, the “Warrant Units”).

As of September 30, 2023, the June 2022 Warrant had vested and is exercisable, as the installation commencement date for certain Systems which the Company is installing in Walmart's 42 regional distribution centers had occurred.

Upon vesting, units may be acquired at an exercise price of $ 10.00 .

The Warrant Units contain customary anti-dilution, down-round, and change-in-control provisions.

The right to purchase units in connection with the June 2022 Warrant expires on June 7, 2027.

On December 7, 2023, the Company received a notice of exercise from Walmart whereby Walmart noted their irrevocable election to exercise the outstanding 15,870,411 warrant units.

The June 2022 Warrant vested in the second quarter of fiscal year 2023, as the installation commencement date for certain Systems which the Company is installing in Walmart's 42 regional distribution centers had occurred.

In December 2023, Walmart elected to gross exercise the vested warrants for $ 158.7 million.

As a result of this gross exercise, 15,870,411 shares of Class V-1 Common Stock were issued to Walmart.

Non-cash share-based payment expense associated with the June 2022 Warrant is recognized as vesting conditions are achieved, based on the grant date fair value of the warrants.

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Warrant Units

Outstanding and nonvested at September 25, 2021 267,281

Granted 258,972

Vested ( 267,281 )

Outstanding and nonvested at September 24, 2022 258,972

Outstanding and unvested at September 24, 2022 258,972

Granted 11,434,360

Vested ( 258,972 )

Outstanding and nonvested at September 30, 2023 11,434,360

The amount of provision for warrants recorded as a reduction of the transaction price for the Warrants during the twelve months ended September 30, 2023 was $ 101.3 million.

As of September 30, 2023, total warrant balance related to the Walmart Warrants is $ 58.1 million and the remaining term of the agreement is 3.6 years.

Outstanding and unvested at September 30, 2023 11,434,360

Outstanding and unvested at September 28, 2024 11,434,360

The amount of provision for warrants recorded as a reduction of transaction price during the twelve months ended September 28, 2024 was $ 227.5 million.

As of September 28, 2024, the total warrant value related to the unvested GreenBox Warrants is $ 227.5 million and the remaining term of the agreement is 1.8 years.

Segment and Geographic Information

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Percentage of property and equipment, net held outside of the United States — % 2 %

Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued.

Other than as described in these consolidated financial statements and below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements.

On December 3, 2024, the Company entered into an Asset Purchase Agreement with OhmniLabs, Inc.

(“OhmniLabs”), pursuant to which certain assets and certain liabilities of OhmniLabs were acquired by the Company.

The total purchase price for this transaction was approximately $ 13.0 million and the transaction will be accounted for as an asset acquisition.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data