What changed in this filing

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Item 9A. Controls and Procedures

2024-12-04 compared with 2023-12-11 · 93 added, 48 removed, 134 unchanged (51% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)), as of the end of the period covered by this Annual Report on Form 10-K.

Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of September 30, 2023, our disclosure controls and procedures were effective at the reasonable assurance level.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively), has evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Annual Report on Form 10-K.

The term “disclosure controls and procedures,” as defined in the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosures.

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of September 28, 2024, our disclosure controls and procedures were not effective at the reasonable assurance level because of the existence of the material weaknesses described in Management’s Report on Internal Control over Financial Reporting.

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

Notwithstanding the material weaknesses in internal control over financial reporting, our management, including our Chief Executive Officer and Chief Financial Officer, have concluded that our consolidated financial statements present fairly, in all material respects, our financial position, results of our operations and our cash flows for the periods presented in this Annual Report on Form 10-K, in conformity with U.S.

There can be no assurance that these material weaknesses will not result in a misstatement to the annual or interim consolidated financial statements for future periods that would not be prevented or detected.

Management’s Report on Internal Control Over Financial Reporting

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

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

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

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

1 unchanged sentence

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

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

Based upon this evaluation and those criteria, management, including our Chief Executive Officer and Chief Financial Officer, concluded that, as of September 28, 2024, the Company’s internal control over financial reporting was not effective due to the identification of the material weaknesses described below.

As of September 28, 2024, the Company did not effectively design procedures and controls over the timing of the recognition of cost of revenue.

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

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

Additionally, the Company did not effectively design and execute controls over revenue recognition related to cost overruns on certain deployments that will not be billable.

This resulted in an overstatement of revenue during the fiscal year 2024.

These deficiencies in internal control over financial reporting constituted material weaknesses as of September 28, 2024.

These material weaknesses did not result in a material misstatement to the Company’s consolidated financial statements for the year ended September 28, 2024.

On December 3, 2024, the Company filed restated unaudited interim financial statements on Form 10-Q/A for the first, second and third quarters of fiscal year 2024 that were previously filed in the Company’s quarterly reports on Form 10-Q on February 8, 2024, May 7, 2024 and July 31, 2024, respectively.

Our independent registered public accounting firm, Grant Thornton LLP, who audited the consolidated financial statements included in this Annual Report on Form 10-K, issued an adverse opinion on the effectiveness of the Company’s internal control over financial reporting.

Changes in Internal Control Over Financial Reporting

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

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

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

Subject to the steps taken in connection with the remediation plan noted below, there have been no changes in our internal control over financial reporting for the three months ended September 28, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Material Weakness Remediation Plan

Management has developed a remediation plan, which it began implementing as of the end of fiscal year 2024, that includes the following elements:

• Augmented compensating controls over the receipt of goods and services, with a focus on milestone related expenses;

• Implemented ERP system enhancements for goods and services receipts and enhanced documentation requirements for milestone related expenses;

• Training of the employees and redesign of the structure of the organization receiving goods and services;

• Implemented compensating controls over revenue recognition for non-billable cost overruns.

Management is committed to the completion of the remediation of these material weaknesses and expects to successfully implement enhanced control processes.

Management has also engaged third-party consultants to evaluate and help simplify business processes around the receipts of goods and services.

However, as management continues to evaluate and work to improve its internal control over financial reporting, it may determine that additional measures to address control deficiencies or modifications to the remediation plan are necessary.

Therefore, management cannot assure you when these material weaknesses will be remediated, that additional actions will not be required to remediate these material weaknesses, or the costs of any such additional actions.

These material weaknesses will not be considered remediated until the remediated controls operate for a sufficient period of time and management has concluded, through further testing, that these controls are operating effectively.

Other Information

During the fiscal quarter ended September 28, 2024, the following director(s) and officer(s), as defined in Rule 16a-1(f) under the Exchange Act, adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408:

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

On August 28, 2023 , Corey Dufresne , the Company’s Senior Vice President and General Counsel , entered into a trading plan pursuant to Rule 10b5-1 of the Exchange Act.

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

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

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

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

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

Dufresne’s 10b5-1 trading plan is 62,362 shares of Class A Common Stock.

Dufresne’s Rule 10b5-1 trading plan expires on August 31, 2025 , or earlier if all transactions under the trading arrangement are completed.

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

On August 29, 2023 , William Boyd , the Company’s Chief Strategy Officer , entered into a trading plan pursuant to Rule 10b5-1 of the Exchange Act.

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

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

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

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

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

Boyd’s 10b5-1 trading plan is 105,665 shares of Class A Common Stock.

Boyd’s Rule 10b5-1 trading plan expires on December 31, 2025 , or earlier if all transactions under the trading arrangement are completed.

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

On September 6, 2024 , Michael Dunn , the Company’s Senior Vice President, Sales, Marketing and Product Strategy , entered into a trading plan pursuant to Rule 10b5-1 of the Exchange Act.

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

4 unchanged sentences

Dunn’s 10b5-1 trading plan is 106,596 .

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

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

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

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

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

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

Dunn’s Rule 10b5-1 trading plan expires on June 30, 2025 , or earlier if all transactions under the trading arrangement are completed.

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

29 unchanged sentences

Exhibit Description Form Exhibit Filing Date

2.1++ Agreement and Plan of Merger, dated as of December 12, 2021, by and among SVF Investment Corp.

2.1++ Agreement and Plan of Merger, dated December 12, 2021, among SVF Investment Corp.

3, Warehouse Technologies LLC, Symbotic Holdings LLC and Saturn Acquisition (DE) Corp.

4 unchanged sentences

8-K 3.2 6/13/2022

4.1++ Warrant to Purchase Common Units, dated as of June 7, 2022, between Symbotic Holdings LLC and Walmart Inc.

4.1++ Warrant to Purchase Common Units, dated June 7, 2022, between Symbotic Holdings LLC and Walmart Inc.

8-K 4.1 6/13/2022

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

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

and Sunlight Investment Corp.

4 unchanged sentences

S-3 4.1 7/24/2023

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

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

3, and certain directors, officers and stockholders of Symbotic Inc.

8-K 10.1 6/13/2022

10.2 Tax Receivable Agreement, dated as of June 7, 2022, by and among Symbotic Inc., Symbotic Holdings LLC and certain members of Symbotic Holdings LLC.

10.2 Tax Receivable Agreement, dated June 7, 2022, among Symbotic Inc., Symbotic Holdings LLC and certain members of Symbotic Holdings LLC

8-K 10.2 6/13/2022

10.3++ Second Amended and Restated Limited Liability Agreement of Symbotic Holdings LLC, dated as of June 7, 2022.

10.3++ Second Amended and Restated Limited Liability Company Agreement of Symbotic Holdings LLC, dated June 7, 2022

8-K 10.3 6/13/2022

10.4# Form of Indemnification Agreement, by and between Symbotic Inc.

10.4# Form of Indemnification Agreement between Symbotic Inc.

and each of its directors and executive officers.

18 unchanged sentences

S-4 10.28 4/22/2022

10.12 Forward Purchase Agreement, dated March 8, 2021, by and between SVF Investment Corp.

10.12 Forward Purchase Agreement, dated March 8, 2021, between SVF Investment Corp.

3 and SVF II SPAC Investment 3 (DE) LLC

8-K 10.6 3/12/2021

10.13 Form of Subscription Agreement.

8-K 10.1 12/13/2021

10.14 Sponsor Letter Agreement, dated December 12, 2021, by and among SVF Investment Corp.

3, Warehouse Technologies LLC, SVF Sponsor III (DE) LLC and certain directors and officers of SVF Investment Corp.

8-K 10.3 12/13/2021

10.15++ Unit Purchase Agreement, dated December 12, 2021, by and among SVF Investment Corp.

10.13++ Unit Purchas e Agreement, dated December 12, 2021, among SVF Investment Corp.

3, Warehouse Technologies LLC, Symbotic Holdings LLC, RJJRP Holdings, Inc., RBC 2021 4 Year GRAT 4 (U/A March 31, 2021) and RBC Millennium Trust (U/A June 19, 2000)

8-K 10.5 12/13/2021

10.16++^ Second Amended and Restated Master Automation Agreement, dated as of May 20, 2022, by and among Walmart Inc., Symbotic LLC and Warehouse Technologies LLC.

10.14++^

Second Amended and Restated Master Automation Agreement, dated May 20, 2022, among Walmart Inc., Symbotic LLC and Warehouse Technologies LLC

S-4 10.32 5/23/2022

10.17# Offer Letter, dated as of April 21, 2017, by and between Symbotic LLC and Michael Dunn.

10.15# Offer Letter, dated as of April 21, 2017, between Symbotic LLC and Michael Dunn

8-K 10.17 6/13/2022

10.18# Offer Letter, dated as of September 1, 2020, by and between Symbotic LLC and Thomas Ernst.

10.16# Offer Letter, dated September 1, 2020, between Symbotic LLC and Thomas Ernst

8-K 10.18 6/13/2022

10.19 Investment and Subscription Agreement, dated as of December 12, 2021, by and between Warehouse Technologies LLC and Walmart, Inc.

10.17# Offer Letter, dated January 13, 2023 between Symbotic LLC and Walter Odisho

10-Q 10.1 2/08/2024

10.18 Investment and Subscription Agreement, dated as of December 12, 2021, between Warehouse Technologies LLC and Walmart, Inc.

S-4 10.33 5/23/2022

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

8-K 10.1 7/24/2023

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

10.19++^

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

8-K 10.1 7/24/2023

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

10.20++^

Amended and Restated Limited Liability Company Agreement of GreenBox Systems LLC, dated September 25, 2024, among GreenBox Systems LLC, Symbotic Holdings LLC and Sunlight Investment Corp.

10.21++^

Master Services, License and Equipment Agreement, dated July 23, 2023, b etween GreenBox Systems LLC and Symbotic LLC

8-K 10.3 7/24/2023

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

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

and Michael J.

8-K 10.1 11/21/2022

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

and Thomas Ernst

10.23# Transition Agreement, dated October 1, 2023 , between Symbotic LLC and Thomas Ernst

8-K 10.1 10/02/2023

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

and Carol Hibbard

10.24# Offer Letter, dated September 17, 2023, between Symbotic LLC and Carol Hibbard

8-K 10.2 10/02/2023

10.25# Offer Letter, dated February 10, 2020, between Symbotic LLC and William Boyd

10.26# Offer Letter, dated June 17, 2020, between Symbotic LLC and George Dramalis

10.27# Offer Letter, dated November 7, 2011, between Symbotic LLC (f/k/a CasePick Systems, LLC ) and Corey Dufresne

10.28# Separation and Severance Agreement, dated April 1, 2014, between Symbotic LLC and Corey Dufresne

19.1 Symbotic Inc.

Insider Trading Policy

21.1 List of Subsidiaries of Symbotic Inc.

9 unchanged sentences

Recovery of Erroneously Awarded Incentive-Based Compensation

10-K 97.1 12/11/2023

101.INS Inline Instance Document

6 unchanged sentences

# Indicates management contract or compensatory plan

++ Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5).

The registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

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

++ Certain of the exhibits and schedules have been omitted in accordance with Item 601(a)(5) of Regulation S-K.

We agree to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

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

3 unchanged sentences

December 4, 2024 By:

/s/ Thomas Ernst

Chief Financial Officer and Treasurer

Vice President, Controller and Chief Accounting Officer

(Principal Accounting Officer)

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

3 unchanged sentences

Cohen (Principal Executive Officer)

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

Thomas Ernst (Principal Financial and Accounting Officer)

/s/ Carol Hibbard Chief Financial Officer and Treasurer December 4, 2024

Carol Hibbard (Principal Financial Officer)

Freve Vice President, Controller and Chief Accounting Officer December 4, 2024

Freve (Principal Accounting Officer)

/s/ Rollin Ford Director December 4, 2024

6 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures