Symbotic Inc. 10-K

Item 8. Financial Statements and Supplementary Data Symbotic Inc. Index to the Consolidated Financial Statements Report of Independent Registered Public Accounting Firm (PCAOB ID No. 248 ) 66 Consolidated Balance Sheets 70 Consolidated Statements of Operations 72 Consolidated Statements of Comprehensive Loss 73 Consolidated Statements of Changes in Redeemable Preferred and Common Units and Equity (Deficit) 74 Consolidated Statements of Cash Flows 76 Notes to the Consolidated Financial Statements 78 65 Table of Contents Report of Independent Registered Public Accounting Firm Board of Directors and Shareholders Symbotic Inc. Opinion on the financial statements We have audited the accompanying consolidated balance sheets of Symbotic Inc. and subsidiaries (the “Company”) as of September 28, 2024 and September 30, 2023, the related consolidated statements of operations, comprehensive loss, changes in redeemable preferred and common units and equity (deficit), and cash flows for each of the three years in the period ended September 28, 2024, and the related notes (collectively referred to as the “financial statements”). 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 These financial statements are the responsibility of the Company’s management. 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 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 audits in accordance with the standards of the PCAOB. 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. 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. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. 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. 66 Table of Contents • 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 We have served as the Company’s auditor since 2021. Boston, Massachusetts December 4, 2024 67 Table of Contents 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. 68 Table of Contents 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 69 Table of Contents Symbotic Inc. Consolidated Balance Sheets (in thousands, except share information) September 28, 2024 September 30, 2023 ASSETS Current assets: Cash and cash equivalents $ 727,310 $ 258,770 Marketable securities — 286,736 Accounts receivable 201,548 69,206 Unbilled accounts receivable 218,233 121,149 Inventories 106,136 136,121 Deferred expenses 1,058 34,577 Prepaid expenses and other current assets 101,252 85,236 Total current assets 1,355,537 991,795 Property and equipment, net 97,109 34,507 Intangible assets, net 3,664 217 Equity method investment 81,289 — Other assets 40,953 24,191 Total assets $ 1,578,552 $ 1,050,710 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 175,188 $ 109,918 Accrued expenses and other current liabilities 165,644 128,314 Deferred revenue 676,314 787,227 Total current liabilities 1,017,146 1,025,459 Deferred revenue 129,233 — Other liabilities 42,043 27,967 Total liabilities 1,188,422 1,053,426 Commitments and contingencies (Note 17) Equity: Class A Common Stock, 3,000,000,000 shares authorized, 104,689,377 and 82,112,881 shares issued and outstanding at September 28, 2024 and September 30, 2023, respectively 13 8 Class V-1 Common Stock, 1,000,000,000 shares authorized, 76,965,386 and 66,931,097 shares issued and outstanding at September 28, 2024 and September 30, 2023, respectively 7 7 Class V-3 Common Stock, 450,000,000 shares authorized, 404,309,196 and 407,528,941 shares issued and outstanding at September 28, 2024 and September 30, 2023, respectively 40 41 Additional paid-in capital - warrants — 58,126 Additional paid-in capital 1,523,692 1,254,022 Accumulated deficit ( 1,323,925 ) ( 1,310,435 ) 70 Table of Contents Accumulated other comprehensive loss ( 2,594 ) ( 1,687 ) Total stockholders' equity 197,233 82 Noncontrolling interest 192,897 ( 2,798 ) Total equity 390,130 ( 2,716 ) Total liabilities and equity $ 1,578,552 $ 1,050,710 The accompanying notes are an integral part of these consolidated financial statements. 71 Table of Contents Symbotic Inc. Consolidated Statements of Operations (in thousands, except share and per share information) Year Ended September 28, 2024 September 30, 2023 September 24, 2022 Revenue: Systems $ 1,705,440 $ 1,138,059 $ 567,993 Software maintenance and support 14,173 6,601 3,735 Operation services 68,566 32,231 21,584 Total revenue 1,788,179 1,176,891 593,312 Cost of revenue: Systems 1,466,841 940,076 464,179 Software maintenance and support 8,949 9,222 4,390 Operation services 66,723 37,854 25,096 Total cost of revenue 1,542,513 987,152 493,665 Gross profit 245,666 189,739 99,647 Operating expenses: Research and development expenses 173,457 195,042 124,141 Selling, general, and administrative expenses 188,934 217,927 115,881 Total operating expenses 362,391 412,969 240,022 Operating loss ( 116,725 ) ( 223,230 ) ( 140,375 ) Other income, net 37,042 10,716 1,286 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 ) Net loss attributable to Legacy Warehouse unitholders prior to the Business Combination — — ( 72,134 ) Net loss attributable to noncontrolling interests ( 71,182 ) ( 184,028 ) ( 60,092 ) Net loss attributable to common stockholders $ ( 13,490 ) $ ( 23,866 ) $ ( 6,863 ) Loss per share of Class A Common Stock: (1) Basic and Diluted $ ( 0.14 ) $ ( 0.37 ) $ ( 0.13 ) Weighted-average shares of Class A Common Stock outstanding: 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. 72 Table of Contents Symbotic Inc. Consolidated Statements of Comprehensive Loss (in thousands) Year Ended September 28, 2024 September 30, 2023 September 24, 2022 Net loss $ ( 84,672 ) $ ( 207,894 ) $ ( 139,089 ) Less: Net loss attributable to Legacy Warehouse unitholders prior to the Business Combination — — ( 72,134 ) Less: Net loss attributable to noncontrolling interests ( 71,182 ) ( 184,028 ) ( 60,092 ) Net loss attributable to common stockholders $ ( 13,490 ) $ ( 23,866 ) $ ( 6,863 ) Other comprehensive income (loss): Foreign currency translation adjustments ( 75 ) ( 265 ) ( 2,338 ) 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 ) Less: other comprehensive income (loss) attributable to Legacy Warehouse unitholders prior to the Business Combination — — 37 Less: other comprehensive income (loss) attributable to noncontrolling interests ( 4,649 ) 4,606 — Other comprehensive income attributable to common stockholders $ ( 907 ) $ 607 $ ( 2,375 ) Comprehensive loss ( 90,228 ) ( 202,681 ) ( 141,427 ) Less: Comprehensive loss attributable to Legacy Warehouse unitholders prior to the Business Combination — — ( 72,097 ) Less: Comprehensive loss attributable to noncontrolling interests ( 75,831 ) ( 179,422 ) ( 62,228 ) Total comprehensive loss attributable to common stockholders $ ( 14,397 ) $ ( 23,259 ) $ ( 7,102 ) The accompanying notes are an integral part of these consolidated financial statements 73 Table of Contents Symbotic Inc. Consolidated Statements of Changes in Redeemable Preferred and Common Units and Equity (Deficit) (in thousands, except unit and share information) Redeemable Preferred and Common Units Additional Paid-In Capital - Warrants Additional Paid-In Capital Accumulated Other Comprehensive Loss Accumulated Deficit Noncontrolling Interest Total Equity (Deficit) Common Units, Class C Preferred Units, Class B-1 Preferred Units, Class B Common Voting Units, Class A Class A Common Stock Class V-1 Common Stock Class V-3 Common Stock Units Amount Units Amount Units Amount Units Amount Shares Amount Shares Amount Shares Amount Balance at September 25, 2021 428,571 $ 144,975 1 $ 232,278 1 $ 459,007 5,997,632 $ 16,809 — $ — — $ — — $ — $ 26,999 $ — $ ( 2,092 ) $ ( 1,154,944 ) $ — $ ( 1,113,228 ) 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 ) 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 ) — Issuance of sponsor shares — — — — — — — — 3,616,000 — — — — — — 431 — — ( 431 ) — Issuance of earnout units upon triggering event — — — — — — — — — — 20,000,000 2 — — — ( 258 ) — — 256 — Exchange of Class V-1 common stock — — — — — — — — 1,607,185 — ( 1,607,185 ) — — — — 212 — — ( 212 ) — Stock-based compensation — — — — — — — — — — — — — — — 2,794 — — 24,013 26,807 Additional paid-in capital adjustment resulting from VAP Unit modification — — — — — — — — — — — — — — — 2,475 — — 21,275 23,750 Provision for warrants — — — — — — — — — — — — — — 74,280 — — — — 74,280 Exercise of warrants — — — — — — 43,756,942 320,929 — — — — — — ( 43,153 ) — — — — 277,776 Net loss pre business combination — — — — — — — — — — — — — — — — — ( 72,134 ) — ( 72,134 ) Other comprehensive loss pre business combination — — — — — — — — — — — — — — — — 37 — — 37 Recapitalization of Preferred Units, Class C Units, Class A Voting Units, and creation of NCI (net of transaction costs of $ 37,104 ) ( 24,922,109 ) ( 173,460 ) ( 24,041,300 ) ( 240,408 ) ( 47,508,300 ) ( 475,072 ) ( 411,305,888 ) ( 337,738 ) — — 60,844,573 6 416,933,025 42 — 1,191,567 — — ( 301,973 ) 551,904 Recapitalization of SVF equity, PIPE, and FPA (net of transaction costs of $ 30,315 ) — — — — — — — — 50,664,146 5 — — — — — 40,425 — — 381,276 421,706 Net loss post business combination — — — — — — — — — — — — — — — — — ( 6,863 ) ( 60,092 ) ( 66,955 ) 74 Table of Contents Other comprehensive loss post business combination — — — — — — — — — — — — — — — — ( 239 ) — ( 2,136 ) ( 2,375 ) Balance at September 24, 2022 — — — — — — — — 57,718,836 6 79,237,388 8 416,933,025 42 58,126 1,237,865 ( 2,294 ) ( 1,286,569 ) 61,756 68,940 Net loss — — — — — — — — — — — — — — — — — ( 23,866 ) ( 184,028 ) ( 207,894 ) Issuance of common stock under stock plans, net of shares withheld for employee taxes — — — — — — — — 2,825,576 — — — — — — ( 3,337 ) — — ( 23,161 ) ( 26,498 ) Issuance of common stock under employee stock purchase plan, net of shares withheld for employee taxes — — — — — — — — 225,788 — — — — — — 91 — — 704 795 Exchange of Class V-1 and Class V-3 common stock — — — — — — — — 21,342,681 2 ( 11,938,597 ) ( 1 ) ( 9,404,084 ) ( 1 ) — 956 — — ( 956 ) — Cancellation of Class V-1 common stock — — — — — — — — — — ( 367,694 ) — — — — — — — — — Stock-based compensation — — — — — — — — — — — — — — — 18,447 — — 138,281 156,728 Other comprehensive loss — — — — — — — — — — — — — — — — 607 — 4,606 5,213 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 ) 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. 75 Table of Contents Symbotic Inc. Consolidated Statements of Cash Flows (in thousands) Year Ended September 28, 2024 September 30, 2023 September 24, 2022 Cash flows from operating activities: Net loss $ ( 84,672 ) $ ( 207,894 ) $ ( 139,089 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 23,480 11,311 5,989 Foreign currency losses (gains) ( 8 ) ( 3 ) 25 (Gain) on investments ( 10,084 ) — — Loss on disposal of assets 337 2,914 4,098 Provision for excess and obsolete inventory 33,330 22,276 987 Deferred taxes, net 3,917 ( 4,620 ) — Stock-based compensation 112,208 154,227 26,858 Changes in operating assets and liabilities: Accounts receivable ( 132,305 ) ( 65,817 ) ( 508 ) Inventories 103 ( 66,380 ) ( 60,559 ) Prepaid expenses and other current assets ( 112,050 ) ( 78,906 ) ( 121,143 ) Deferred expenses ( 4,936 ) ( 5,428 ) ( 28,665 ) Other assets ( 8,263 ) ( 18,635 ) 49 Accounts payable 65,270 41,415 41,528 Accrued expenses and other current liabilities 38,467 64,743 37,898 Deferred revenue 18,318 361,518 80,377 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: Purchases of property and equipment ( 42,237 ) ( 15,688 ) ( 17,950 ) Capitalization of internal use software development costs ( 2,137 ) ( 5,638 ) — Proceeds from sale of assets — 71 — Proceeds from maturities of marketable securities 340,000 130,000 — Purchases of marketable securities ( 48,660 ) ( 408,209 ) — 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: Payment for taxes related to net share settlement of stock-based compensation awards ( 3,181 ) ( 26,674 ) — 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 ) 76 Table of Contents 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 Net increase (decrease) in cash, cash equivalents, and restricted cash 469,436 ( 92,539 ) 196,823 Cash, cash equivalents, and restricted cash —beginning of period 260,918 353,457 156,634 Cash, cash equivalents, and restricted cash —end of period $ 730,354 $ 260,918 $ 353,457 Non-cash activities: 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 Preferred Return, Class B $ — $ — $ 16,065 The accompanying notes are an integral part of these consolidated financial statements. 77 Table of Contents Symbotic Inc. Notes to the Consolidated Financial Statements 1. Organization and Operations SVF Investment Corp. 3, formerly known as SVF Investment III Corp., (“SVF 3” and, after the Domestication as described below, “Symbotic” or the “Company”) was a blank check company incorporated as a Cayman Islands exempted company on December 11, 2020. SVF 3 was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. Warehouse Technologies LLC (“Legacy Warehouse”), a New Hampshire limited liability company, was formed in December 2006 to make investments in companies that develop new technologies to improve operating efficiencies in modern warehouses. Symbotic LLC, a technology company that develops and commercializes innovative technologies for use within warehouse operations and Symbotic Group Holdings, ULC (“Symbotic Canada”) were wholly-owned subsidiaries of Legacy Warehouse. On December 12, 2021, (i) SVF 3 entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Legacy Warehouse, Symbotic Holdings LLC, a Delaware limited liability company (“Symbotic Holdings”), and Saturn Acquisition (DE) Corp., a Delaware corporation and wholly owned subsidiary of SVF 3 (“Merger Sub”) and (ii) Legacy Warehouse entered into an Agreement and Plan of Merger (the “Company Merger Agreement”) with Symbotic Holdings. On June 7, 2022, as contemplated by the Company Merger Agreement, Legacy Warehouse merged with and into Symbotic Holdings (the “Company Reorganization”), with Symbotic Holdings surviving the merger (“Interim Symbotic”). Immediately following such merger, on June 7, 2022, as contemplated by the Merger Agreement, SVF 3 filed a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which SVF 3 was transferred by way of continuation from the Cayman Islands and domesticated as a Delaware corporation, changing its name to “Symbotic Inc.” (the “Domestication”). 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 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, 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. Its systems enhance operations at the front end of the supply chain, and therefore benefit all supply partners further down the chain, irrespective of fulfillment strategy. The Company's headquarters are located in Wilmington, Massachusetts, and its Canadian headquarters are located in Montreal, Quebec. 2. Summary of Significant Accounting Policies Basis of Presentation and Foreign Currency Translation The consolidated financial statements have been prepared in U.S. dollars, in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries and majority-owned subsidiaries. The consolidated financial statements include 100% of the accounts of wholly-owned and majority-owned subsidiaries and the ownership interest of the minority investors are recorded as a non-controlling interest in a subsidiary. All intercompany balances and transactions have been eliminated in consolidation. The functional currency for the Company’s foreign subsidiaries is based on the subsidiaries’ financial and operational environment and is the applicable local currency. For the Company’s subsidiaries that transact in a functional currency other than the U.S. dollar, assets and liabilities are translated into U.S. dollars at period-end foreign exchange rates. Revenue and expenses are translated into U.S. dollars at the average foreign exchange rates for the period. Translation adjustments are excluded from the determination of net income and are recorded in accumulated other comprehensive income (loss), a separate component of members’ deficit. 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 year ended September 28, 2024, and less 78 Table of Contents 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 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 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. Accordingly, for accounting purposes, the financial statements of the combined entity upon consummation of the Business Combination represented a continuation of the financial statements of Legacy Warehouse with the merger being treated as the equivalent of Legacy Warehouse issuing stock for the net assets of SVF 3, accompanied by a recapitalization. Operations prior to the Business Combination are presented as those of Legacy Warehouse in future reports of the combined entity. The recapitalization had no effect on reported net loss and comprehensive loss, cash flows, total assets, or members' deficit as previously reported. 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. The Up-C structure allowed Legacy Warehouse equity holders (the “Legacy Warehouse Holders”) to retain their equity ownership in Symbotic Holdings, an entity that is classified as a partnership for U.S. federal income tax purposes, and provides potential future tax benefits for Symbotic when the Legacy Warehouse Holders ultimately redeem their pass-through interests for shares of Class A Common Stock in Symbotic Inc. Under the terms of the Tax Receivable Agreement (“TRA”), 85 % of these potential future tax benefits realized by Symbotic Inc. as a result of such redemptions will be paid to certain Legacy Warehouse Holders (the “TRA Holders”). Noncontrolling Interests Noncontrolling interests represent the portion of Symbotic Inc. that the Company controls and consolidates but does not own. The noncontrolling interest was created as a result of the Business Combination by issuing non-economic shares to the prior investors in Legacy Warehouse. The Company recognizes each noncontrolling holder’s respective share of the estimated fair value of the net assets at the date of formation or acquisition. Noncontrolling interests are subsequently adjusted for the noncontrolling holder’s share of additional contributions, distributions and their share of the net earnings or losses of each respective consolidated entity. The Company allocates net income or loss to noncontrolling interests based on the weighted average ownership interest during the period. The net income or loss attributable to noncontrolling interests is reflected in the Consolidated Statements of Operations. The Company does not recognize a gain or loss on transactions with a consolidated entity in which it does not own 100% of the equity, but the Company reflects the difference in cash received or paid from the noncontrolling interests and carrying amount as additional paid-in capital. 79 Table of Contents Class V-1 and Class V-3 shares are exchangeable, along with common units of Symbotic Holdings, into an equal number of the Company’s Class A Common Stock. Class A Common Stock issued upon exchange of a holder’s noncontrolling interest is accounted for at the carrying value of the surrendered limited partnership interest and the difference between the carrying value and the fair value of the Class A Common Stock issued is recorded to additional paid-in-capital. Variable Interest Entities The Company may enter into strategic investments or other investments or arrangements that are considered variable interest entities (“VIE”). If the Company is a primary beneficiary of a VIE, it is required to consolidate the entity. To determine if the Company is the primary beneficiary of a VIE, the Company evaluates whether it has (i) the power to direct the activities that most significantly impact the VIE’s economic performance, and (ii) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. The assessment of whether the Company is the primary beneficiary of its VIE investments requires significant assumptions and judgments. VIEs that are not consolidated are accounted for under the measurement alternative, equity method, amortized cost, or other appropriate methodology based on the nature of the interest held. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses, and the amounts disclosed in the related notes to the consolidated financial statements. Actual results and outcomes may differ materially from management’s estimates, judgments, and assumptions. Significant estimates, judgments, and assumptions used in these financial statements include, but are not limited to, those related to revenue, useful lives and realizability of long-lived assets, accounting for income taxes and related valuation allowances, and stock-based compensation. Estimates are periodically reviewed in light of changes in circumstances, facts, and experience. 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, 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 the Company’s financial statements. Operating Segments The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the chief operating decision maker (“CODM”), which is the Company’s Chief Executive Officer, in deciding how to allocate resources and assess performance. The Company’s CODM evaluates the Company’s financial information and resources and assesses the performance of these resources on a consolidated basis. The Company is not organized by market and is managed and operated as one business. A single management team that reports to the chief executive officer comprehensively manages the entire business. Accordingly, the Company does not accumulate discrete financial information with respect to separate divisions and does not have separate operating or reportable segments. Since the Company operates in one operating segment, all required financial segment information can be found in the consolidated financial statements. Cash, Cash Equivalents, and Marketable Securities Cash and cash equivalents consist of cash and highly liquid investments that are readily convertible into cash and have original maturities of three months or less at the date of purchase. The Company invests its excess cash primarily in money market funds or demand deposit accounts of major financial institutions. Accordingly, the Company’s cash and cash equivalents are subject to minimal credit and market risk. The Company’s cash and cash equivalents are carried at cost, which approximates fair value. Marketable securities consist of U.S. Treasury securities. Securities having remaining maturities of more than three months at the date of purchase and less than one year from the date of the balance sheet are classified as short-term, and those with maturities of more than one year from the date of the balance sheet are classified as long-term in the consolidated balance sheets. The Company classifies its debt investments with readily determinable market values as available-for-sale. These investments are classified as investments on the consolidated balance sheets and are carried at fair market value, with unrealized gains and losses considered to be temporary in nature reported as accumulated other comprehensive loss, a separate component of stockholders’ equity. 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 80 Table of Contents investments in the consolidated statements of operations. Gains and losses on investments are calculated on the basis of specific identification. Investments are considered to be impaired when a decline in fair value below cost basis is determined to be other-than-temporary. The Company periodically evaluates whether a decline in fair value below cost basis is other-than-temporary by considering available evidence regarding these investments including, among other factors: the duration of the period that, and extent to which, the fair value is less than cost basis; the financial health of, and business outlook for the issuer, including industry and sector performance and operational and financing cash flow factors; overall market conditions and trends and the Company’s intent and ability to retain its investment in the security for a period of time sufficient to allow for an anticipated recovery in market value. Once a decline in fair value is determined to be other-than-temporary, a write-down is recorded and a new cost basis in the security is established. Presentation of Restricted Cash 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): Year Ended September 28, 2024 September 30, 2023 September 24, 2022 Cash and cash equivalents $ 727,310 $ 258,770 $ 353,457 Restricted cash classified in: 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 Accounts Receivable Accounts receivable consists primarily of trade receivables from customers. 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 Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company’s cash and cash equivalents are generally held with large financial institutions. Although the Company’s deposits may exceed federally insured limits, the financial institutions that the Company uses have high investment-grade credit ratings and, as a result, the Company believes that, as of September 28, 2024, its risk relating to deposits exceeding federally insured limits was not significant. The Company has no significant off-balance sheet risk such as foreign exchange contracts, options contracts, or other hedging arrangements. The Company believes its credit policies are prudent and reflect normal industry terms and business risk. The Company generally does not require collateral from its customers and generally requires payment 30 days from the invoice date. 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. Year Ended September 28, 2024 September 30, 2023 September 24, 2022 Customer A 86.9 % 88.4 % 94.4 % 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 81 Table of Contents 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. September 28, 2024 September 30, 2023 Customer A 92.8 % 86.6 % Customer B n/a 10.3 % Aggregate Percent of Total Accounts Receivable 92.8 % 96.9 % The concentration in the volume of business transacted with these customers may lead to a material impact on the Company’s results from operations if a total or partial loss of the business relationship were to occur. As of the date of issuance of these financial statements, the Company is not aware of any specific event or circumstance which would result in a material adverse impact to its results of operations or liquidity and financial condition. Volume of Business 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 The Company’s financial instruments consist of cash and cash equivalents, marketable securities, accounts receivable, and accounts payable. 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 Inventories are stated at the lower of cost or net realizable value. Cost approximates actual cost on a first-in, first-out basis. Adjustments to reduce the cost of inventory to its net realizable value are made, if required, for estimated excess, obsolete, or impaired balances. At the point of the loss recognition, a new, lower cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. Property and Equipment and Internal Use Software Property and equipment include purchases of items with a per-unit value greater than $ 2,000 and an estimated useful life greater than one year . Property and equipment are recorded at cost upon acquisition. Depreciation is computed using the straight-line method and depreciation expense is allocated between cost of revenue, research and development expenses, and selling, general, and administrative expenses on the statements of operations over the following estimated useful lives: Estimated Useful Life Computer equipment and software, furniture and fixtures, and test and other equipment 3 - 5 years Internal use software 5 years Leasehold improvements Shorter of estimated useful life or remaining term of the lease Expenditures that improve or extend the life of an asset are capitalized while repairs and maintenance expenditures are expensed as incurred. The Company periodically reviews the estimated useful lives of property and equipment. Changes to the estimated useful lives are recorded prospectively from the date of the change. As assets are retired or sold, the related cost 82 Table of Contents 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. Capitalized costs include external consulting fees, payroll and payroll-related costs and stock-based compensation for employees who are directly associated with, and who devote time to, the Company’s internal use software projects. Capitalization begins when the planning stage is complete and the Company commits resources to the software project; capitalization continues during the application development stage and ceases when the software has been tested and is ready for its intended use. Costs incurred during the planning, training, and post-implementation stages of the software development life cycle are expensed as incurred. 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 developed technology, customer relationships, and trademarks. Acquired intangible assets are amortized on a straight-line basis over their estimated useful lives. The Company periodically evaluates the recoverability of its long-lived assets, such as property and equipment and intangible assets, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. If circumstances require a long-lived asset or asset group to be tested for impairment, then assets are required to be grouped and evaluated at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets. 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. 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. Leases The Company determines if an arrangement is a lease at its inception. When the arrangements include lease and non-lease components, the Company separates them and does not account for them as a single lease component. Leases with an initial term of less than 12 months are not reported on the balance sheet, but rather recognized as lease expense on a straight-line basis over the lease term. Arrangements may include options to extend or terminate the lease arrangement. These options are included in the lease term used to establish right-of-use (“ROU”) assets and lease liabilities when it is reasonably certain they will be exercised. The Company will reassess expected lease terms based on changes in circumstances that indicate options may be more or less likely to be exercised. The Company has lease arrangements that include variable rental payments. The future variability of these payments and adjustments are unknown and therefore are not included in minimum rental payments used to determine the ROU assets and lease liabilities. The Company has lease arrangements where it makes separate payments to the lessor based on the lessor’s common area maintenance expenses, property and casualty insurance costs, property taxes assessed on the property, and other variable expenses. Variable rental payments are recognized in the period in which their associated obligation is incurred. As most of the Company’s lease arrangements do not provide an implicit interest rate, an incremental borrowing rate is applied in determining the present value of future payments. The Company’s incremental borrowing rate is selected based upon information available at the lease commencement date and represents the Company’s estimate of an interest rate that it would be able to obtain from a lender to borrow, on a collateralized basis, over a similar term to obtain an asset of similar value in a similar economic environment. The ROU assets are reported as “Other long-term assets” and lease liabilities are reported as “Other current liabilities” and “Other long-term liabilities” on the consolidated balance sheets. Operating lease expense is recognized on a straight-line basis over the lease term and is included in “Selling, general, and administrative expenses” in the consolidated statements of operations. Variable lease expense is included in “Selling, general, and administrative expenses” in the consolidated statements of operations. 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 83 Table of Contents 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 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: 1. Systems : 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 software component is sold as a perpetual on-premise license; however, the Company does sell an immaterial amount of term-based on-premise licenses. 2. Software maintenance and support : 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. 3. Operation services : The Company provides the customer with assistance operating the System and ensuring user experience is optimized for efficiency and effectiveness. 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. Revenue is recognized only to the extent that it is probable that a significant reversal of revenue will not occur and when collection is considered probable. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined its contracts do not include a significant financing component. 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 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 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. When the Company cannot objectively determine that acceptance criteria will be met upon contract inception, revenue relating to Systems is deferred and recognized at a point in time upon final acceptance from the customer. 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. 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 84 Table of Contents 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. Deferred revenue that will be recognized during the succeeding 12-month period is recorded as current deferred revenue, and the remaining portion is recorded as long-term deferred revenue. 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. 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. The Company’s standard warranty provides for repair or replacement of the associated System parts during the warranty period. The Company records estimated warranty costs in the period the related revenue is recognized based on historical experience or expectations of future costs to repair or replace. Actual results could differ from these estimates, which could cause increases or decreases in warranty reserves in future periods. 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. Warrant Transactions 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 strategic joint venture between the Symbotic Group and SoftBank, the entry into a Limited Liability Company Agreement of GreenBox and Master Services, License and Equipment Agreement and the issuance of a warrant to purchase Class A Common Stock of Symbotic (the “GreenBox Warrant”). 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, 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. 85 Table of Contents On April 30, 2021, the Company and Walmart Inc. (“Walmart”) entered into a Subscription Agreement (the “Subscription Agreement”), in which the Company issued to Walmart warrants to acquire up to an aggregate of 714,022 shares of the Legacy Warehouse Class A Units (the “Warrants” and the Class A Units issuable thereunder, the “Warrant Units”), subject to certain vesting conditions. Warrants equivalent to 6.5 % of the Company’s then outstanding and issuable Common Units, or 446,741 units, vested upon the signing of the Subscription Agreement. Warrants equivalent to up to 3.5 % of the Company’s then outstanding and issuable Common Units, or 267,281 units, were subject to vest in connection with conditions defined by the terms of the Warrant, as Walmart made additional expenditures to the Company in connection with the Subscription Agreement, and vested on May 20, 2022. Upon vesting, units were acquired at an exercise price of $ 389.03 . The right to purchase units in connection with the Subscription Agreement expires on April 30, 2031. On May 20, 2022, the Company and Walmart entered into the 2nd Amended and Restated Master Automation Agreement (“2nd A&R MAA”), in which the Company issued to Walmart a new warrant to acquire up to an aggregate of 258,972 Legacy Warehouse Class A Units (“May 2022 Warrant”), subject to certain vesting conditions. In connection with the closing of the Business Combination, 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”). Warrant Units equivalent to up to 3.6 % of the Company’s then outstanding and issuable Common Units, or 15,870,411 units, may vest in connection with conditions defined by the terms of the June 2022 Warrant. Upon vesting, units may be acquired at an exercise price of $ 10.00 . 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 . These instruments are classified in the consolidated statements of operations in accordance with ASC 606, Revenue from Contracts with Customers, and ASU 2019-08, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606) (“ASU 2019-08”). For awards granted to a customer which are not in exchange for distinct goods or services, the fair value of the awards earned based on service or performance conditions is recorded as a reduction of the transaction price, in accordance with ASC 606. 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. Research and Development Expenses Costs incurred in the research and development of the Company’s products are expensed as incurred, except for certain internal use software development costs eligible for capitalization as discussed above. Research and development costs include personnel, contracted services, materials, and indirect costs involved in the design and development of new products and services, as well as depreciation expense. Selling, General, and Administrative Expenses Selling, general, and administrative expenses include all costs that are not directly related to satisfaction of customer contracts or research and development. Selling, general, and administrative expenses include items for the Company’s selling and administrative functions, such as sales, finance, legal, human resources, and information technology support. These functions include costs for items such as salaries and benefits and other personnel-related costs, maintenance and supplies, professional fees for external legal, accounting, and other consulting services, intangible asset amortization, and depreciation expense. Stock-based Compensation The Company recognizes compensation costs for all stock-based payment awards based upon the awards’ grant-date fair value. The stock-based payment awards include restricted stock units. For stock awards that contain only a service-based vesting feature, the Company recognizes compensation cost on a graded vesting basis over the award’s vesting period. For performance-based restricted stock awards that vest and become exercisable only upon achievement of specified performance conditions, the Company makes judgments and estimates each quarter about the probability that such performance conditions will be met or achieved. Any changes to those estimates that the Company makes from time to time may have a significant impact on the stock-based compensation expense recorded and could materially impact the Company’s results of operations. The Company recognizes the effect of pre-vesting forfeitures as they occur. The Company classifies stock-based compensation expense in its consolidated statements of operations in the same manner in which the award recipient’s salary and related costs are classified. 86 Table of Contents Income Taxes As a result of the Business Combination, the Company was appointed as the sole managing member of Symbotic Holdings. Symbotic Holdings is a limited liability company that is treated as a partnership for U.S. federal income tax purposes and for most applicable state and local income taxes. Any taxable income or loss generated by Symbotic Holdings is passed through to and included in the taxable income or loss of its members, including the Company, on a pro rata basis, subject to applicable tax regulations. The Company is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to its allocable share of any taxable income or loss of Symbotic Holdings. Additionally, there are foreign subsidiaries of Symbotic Holdings that are subject to income tax in their local jurisdictions. Refer to Note 12, Income Taxes , for further details. The Company accounts for income taxes in accordance with ASC Topic 740, Accounting for Income Taxes (“ASC Topic 740”), which requires the recognition of tax benefits or expenses on temporary differences between the financial reporting and tax bases of its assets and liabilities by applying the enacted tax rates in effect for the year in which the differences are expected to reverse. Such net tax effects on temporary differences are reflected on the Company’s consolidated balance sheets as deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when the Company believes that it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. ASC Topic 740 prescribes a two-step approach for the recognition and measurement of tax benefits associated with the positions taken or expected to be taken in a tax return that affect amounts reported in the financial statements. The Company has reviewed and will continue to review the conclusions reached regarding uncertain tax positions, which may be subject to review and adjustment at a later date based on ongoing analyses of tax laws, regulations and interpretations thereof. To the extent that the Company’s assessment of the conclusions reached regarding uncertain tax positions changes as a result of the evaluation of new information, such change in estimate will be recorded in the period in which such determination is made. The Company reports income tax-related interest and penalties relating to uncertain tax positions, if applicable, as a component of income tax expense. Tax Receivable Agreement In connection with the Business Combination, the Company entered into a Tax Receivable Agreement, which generally provides for the payment by the Company to the TRA Holders of their proportionate share of 85 % of the tax savings, if any, in U.S. federal and state income tax that is realized by the Company (or are deemed to realize in certain circumstances) as a result of (i) the existing tax basis in certain assets of New Symbotic Holdings that is allocable to the relevant New Symbotic Holdings Common Units, (ii) any step-up in tax basis in New Symbotic Holdings’ assets resulting from the relevant Exchanges and certain distributions (if any) by New Symbotic Holdings and payments under the Tax Receivable Agreement, and (iii) tax benefits related to imputed interest deemed to be paid by the Company as a result of payments under the Tax Receivable Agreement. The Company records liabilities for amounts payable under the Tax Receivable Agreement in the period in which the payment is deemed to be probable. Further, payments under the Tax Receivable Agreement are only expected to be made in periods following the filing of a tax return in which the Company is able to utilize tax benefits described above to reduce its cash taxes paid to a taxing authority. Emerging Growth Company 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 87 Table of Contents 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. 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. 3. 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. 88 Table of Contents 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) Revenue 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. 89 Table of Contents Three Months Ended December 24, 2022 March 25, 2023 June 24, 2023 September 30, 2023 (in thousands, except per share amounts) Revenue 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 ) 4. Mergers and Acquisitions Business Combination On June 7, 2022 (the “Closing”), SVF 3 consummated the Business Combination pursuant to the Merger Agreement and Company Merger Agreement. In connection with the consummation of the Business Combination, the registrant changed its name from SVF Investment Corp. 3 to Symbotic Inc. As a result of and upon the effective time of the Domestication, among other things, each of the then-issued and outstanding Class A ordinary shares, par value $ 0.0001 per share, of SVF 3 (“SVF Class A Ordinary Shares”) automatically converted, on a one-for-one basis, into a share of Class A Common Stock, par value $ 0.0001 per share, of Symbotic (“Class A Common Stock”), and each of the then-issued and outstanding Class B ordinary shares, par value $ 0.0001 per share, of SVF 3 (“SVF Class B Ordinary Shares”) automatically converted, on a one-for-one basis, into a share of Class B Common Stock, par value $ 0.0001 per share, of Symbotic (“Class B Common Stock”). In connection with the Closing, as contemplated by the Merger Agreement and Company Merger Agreement: • Legacy Warehouse merged with and into Symbotic Holdings, with Interim Symbotic surviving the merger; • Merger Sub merged with and into Interim Symbotic, with Interim Symbotic surviving the merger as a subsidiary of Symbotic; • 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; and • 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 90 Table of Contents 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. All other investors, including SVF 3 shareholders, hold their economic interests through Symbotic Inc. Legacy Warehouse unitholders also hold voting interests in Symbotic Inc. in the form of voting stock with no economic rights (including rights to dividends and distributions upon liquidation). The Company issued an aggregate of 60,844,573 shares of Class V-1 Common Stock and 416,933,025 shares of Class V-3 Common Stock, each of which is exchangeable, together with a New Symbotic Holdings Common Unit, into an equal number of Class A Common Stock. Each of the then-issued and outstanding shares of Class B Common Stock were converted into a share of Class A Common Stock at the Effective Time. Pursuant to the Merger Agreement, the Legacy Warehouse unitholders were entitled to receive an aggregate of up to 20.0 million New Symbotic Holdings Common Units and an equal number of shares of the Company's Class V-1 Common Stock (“Earnout Shares”). The Earnout Shares were to be issued if the Class A Common Stock volume weighted average price of shares was greater than or equal to $ 12.00 (“Triggering Event I”), $ 14.00 (“Triggering Event II”), and $ 16.00 (“Triggering Event III”) per share for a certain period of time. A total of 6,666,667 Earnout Shares were issued upon Triggering Event I, 6,666,667 Earnout Shares were issued upon Triggering Event II, and 6,666,666 Earnout Shares were issued upon Triggering Event III. All three triggering events were achieved by the end of the preceding fiscal year, September 30, 2023, which resulted in a one-time issuance of 20.0 million of New Symbotic Common Units and an equal number of shares of the Company’s Class V-1 Common Stock to certain existing stockholders of Symbotic Inc. In connection with the Domestication, the 9,040,000 shares held by SVF 3 insiders (“Sponsor Shares”) converted to the Company's Class A Common Stock. Pursuant to a letter agreement entered into in connection with the Merger Agreement (i) 60 % or 5,424,000 Sponsor Shares vested at the Closing, (ii) 20 % or 1,808,000 Sponsor Shares vested upon the occurrence of Triggering Event I, and (iii) 20 % or 1,808,000 of the Sponsor Shares vested upon the occurrence of Triggering Event II. Concurrently with the execution of the Merger Agreement, the Company entered into subscription agreements with certain investors (the “PIPE”), pursuant to which the PIPE investors purchased, immediately prior to the closing, an aggregate of $ 205.0 million of the Company's Class A Common Stock at a purchase price of $ 10.00 per share, or 20.5 million Class A Common Stock. In connection with SVF 3's initial public offering (“IPO”), SVF 3 entered into a forward purchase agreement (the “FPA”) with SVF II SPAC Investment 3 (DE) LLC (the “Forward Purchase Investor”), an affiliate of the sponsor of SVF 3, SVF Sponsor III (DE) LLC, pursuant to which the Forward Purchase Investor elected to purchase an aggregate of $ 200.0 million Class A Common Stock for $ 10.00 per share, or 20.0 million Class A Common Stock. The Forward Purchase was consummated immediately prior to the consummation of the Merger. Following the Closing, the Company purchased from an affiliated entity of the Symbotic Founder Common Units in New Symbotic Holdings for $ 300.0 million. Upon the Closing, the Company received net cash proceeds of $ 84.7 million. The following table reconciles the elements of the Business Combination to the consolidated statements of cash flows and the consolidated statements of stockholders' equity for the year ended September 24, 2022 (in thousands): Amount Cash proceeds from SVF 3, net of redemptions $ 47,021 Cash proceeds from PIPE Financing 205,000 Cash proceeds from forward purchase agreement 200,000 Less: cash payment of transaction expenses and underwriting fees - SVF 3 ( 30,315 ) Net cash proceeds from the Business Combination and PIPE Financing 421,706 Less: repurchase by Symbotic Inc. of New Symbotic Holdings Common Units ( 300,000 ) Cash received for Class V-1 and Class V-3 Common Stock 70 Less: transaction expenses - Symbotic ( 37,104 ) Net contributions from the Business Combination $ 84,672 91 Table of Contents The total number of shares of the Company's common stock outstanding immediately following the Closing of the Business Combination was 528,441,744 , comprised as follows: Shares Class A - Public Stockholders 4,540,146 Class A - Sponsor Shares (1) (4) 5,624,000 Class A - Subscription Agreements 20,500,000 Class A - Forward Purchase Agreement 20,000,000 Class V-1 Legacy Warehouse Holders (1) (2) (3) 60,844,573 Class V-3 Legacy Warehouse Holders (1) (3) 416,933,025 Total Shares at Closing 528,441,744 (1) Excludes 20,000,000 Earnout Interests and 3,616,000 Sponsor Shares which were subject to vesting based on achievement of certain share price targets. (2) Excludes approximately 15,870,411 unvested warrant units at the time of the Closing. (3) Class V-1 and V-3 common stock are non-economic and carry one and three votes per share, respectively, whereas Class A Common Stock are economic shares and have one vote per share. (4) Includes 200,000 shares issued as part of a working capital loan settlement. The Company incurred $ 37.1 million in transaction costs relating to the Business Combination with SVF 3, which was offset against additional paid-in capital in the Consolidated Statements of Changes in Redeemable Preferred and Common Units and Equity (Deficit). 5. Noncontrolling Interests 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. where Class V-1 Common Stock have one vote per share and Class V-3 Common Stock have three votes per share. Class V-3 Common Stock can convert into Class V-1 Common Stock in certain situations, including automatically, seven years following the Business Combination. The financial results of Legacy Warehouse were consolidated into Symbotic Inc. and the share of the consolidated net loss for the period June 7, 2022 through September 24, 2022 were allocated to noncontrolling interests. The following table summarizes the ownership of Symbotic Inc. 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 Balance at September 24, 2022 57,718,836 496,170,413 553,889,249 Issuances 3,051,364 — 3,051,364 Exchanges 21,342,681 ( 21,342,681 ) — Cancellations — ( 367,694 ) ( 367,694 ) 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 % 92 Table of Contents 6. Revenue Disaggregation of Revenue The Company provides disaggregation of revenue based on product and service type on the consolidated statements of operations as it believes these categories best depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. Contract Balances The following table provides information about accounts receivable, unbilled accounts receivable, and contract liabilities from contracts with customers (in thousands): September 28, 2024 September 30, 2023 Accounts receivable $ 201,548 $ 69,206 Unbilled accounts receivable $ 218,233 $ 121,149 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 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. 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 Remaining performance obligations represent the aggregate amount of the transaction price allocated to performance obligations not delivered, or partially undelivered, at the end of the reporting period. Remaining performance obligations include deferred revenue plus unbilled amounts not yet recorded in deferred revenue. 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 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. 7. Leases The Company leases office space in Wilmington, MA and Montreal, QC through operating lease arrangements. The Company has no finance lease agreements. The operating lease arrangements expire at various dates through December 2030. 93 Table of Contents The following table presents the balance sheet location of the Company’s operating leases (in thousands): September 28, 2024 ROU assets: Other long-term assets $ 15,257 Lease Liabilities: Accrued expenses and other current liabilities $ 1,647 Other long-term liabilities 16,076 Total lease liabilities $ 17,723 The following table presents maturities of the Company’s operating lease liabilities as of September 28, 2024, presented under ASC Topic 842 (in thousands): September 28, 2024 Fiscal year 2025 $ 2,957 Fiscal year 2026 3,408 Fiscal year 2027 3,681 Fiscal year 2028 3,791 Fiscal year 2029 and thereafter 8,955 Total future minimum payments $ 22,792 Less: Implied interest ( 5,069 ) Total lease liabilities $ 17,723 As of September 28, 2024, the weighted-average remaining lease term and the weighted-average incremental borrowing rate of the Company’s operating leases was approximately 5.88 years and 8.0 %, respectively. Operating cash flows for amounts included in the measurement of the Company’s operating lease liabilities were $ 1.6 million for the year ended September 28, 2024. Net rental expense under operating leases was $ 4.8 million for the year ended September 28, 2024, $ 3.0 million for the year ended September 30, 2023, and $ 2.4 million for the year ended September 24, 2022. As previously disclosed in our fiscal year 2022 Annual Report on Form 10-K and under the previous lease accounting standard, the future minimum lease payments under all noncancellable operating lease agreements as of September 24, 2022 are as follows (in thousands): Total Fiscal year 2023 $ 2,301 Fiscal year 2024 2,335 Fiscal year 2025 2,037 Fiscal year 2026 557 Fiscal year 2027 and thereafter — Total future minimum payments $ 7,230 94 Table of Contents 8. Inventories Inventories at September 28, 2024 and September 30, 2023 consist of the following (in thousands): Year Ended September 28, 2024 September 30, 2023 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 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 charges were recorded within Systems Cost of Revenue in the Consolidated Statements of Operations. 9. Property and Equipment Property and equipment at September 28, 2024 and September 30, 2023 consists of the following (in thousands): Year Ended September 28, 2024 September 30, 2023 Computer equipment and software, furniture and fixtures, and test and other equipment $ 114,515 $ 40,437 Internal use software 7,141 5,638 Leasehold improvements 9,576 7,194 Total property and equipment 131,232 53,269 Less accumulated depreciation ( 34,123 ) ( 18,762 ) 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. 10. Severance Charges 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 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. The liability related to these charges is included in accrued expenses and other current liabilities in the Consolidated Balance Sheets. 95 Table of Contents The following table presents the activity related to the Company’s severance liability as of September 30, 2023 (in thousands). September 30, 2023 Severance liability at September 24, 2022 $ 1,051 Severance charges 6,388 Cash paid and other ( 6,237 ) Severance liability at September 30, 2023 $ 1,202 11. Intangible Assets 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: Estimated Weighted Average Useful Life Customer relationships 10 years Developed technology 3 years Trademarks 3 years Acquired intangible assets that are subject to amortization consisted of the following as of September 28, 2024 and September 30, 2023 (in thousands): Year Ended September 28, 2024 September 30, 2023 Intangibles, gross Accumulated amortization Intangibles, net Intangibles, gross Accumulated amortization Intangibles, net 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): Total Fiscal year 2025 $ 1,304 Fiscal year 2026 1,304 Fiscal year 2027 and thereafter 1,056 Total $ 3,664 96 Table of Contents 12. Income Taxes The components of income/(loss) before provision for income taxes are as follows (in thousands): Year Ended September 28, 2024 September 30, 2023 September 24, 2022 Income/(Loss) before income tax expense: U.S. $ ( 81,301 ) $ ( 216,891 ) $ ( 144,119 ) Foreign 841 4,377 5,030 Total $ ( 80,460 ) $ ( 212,514 ) $ ( 139,089 ) The provision (benefit) for income taxes consists of the following for each of the periods presented (in thousands): Year Ended September 28, 2024 September 30, 2023 Current: Federal $ — $ — State 244 307 International 51 ( 13 ) Total current taxes $ 295 $ 294 Deferred: Federal $ — $ — State — — International 3,917 ( 4,914 ) Total deferred taxes $ 3,917 $ ( 4,914 ) Provision (benefit) for Income Taxes $ 4,212 $ ( 4,620 ) There was no provision for income taxes for the year ended September 24, 2022. 97 Table of Contents The following is a reconciliation of the expected U.S. Federal income tax rate to the effective tax rate for the years ended September 28, 2024, September 30, 2023, and September 24, 2022 (dollars in thousands): September 28, 2024 September 30, 2023 September 24, 2022 Loss before income tax $ ( 80,460 ) $ ( 212,514 ) $ ( 139,089 ) Tax on pre-tax loss ( 16,860 ) 21 % ( 44,628 ) 21 % ( 29,209 ) 21 % Loss not subject to tax 14,175 ( 18 ) % 39,497 ( 19 ) % 27,767 ( 20 ) % State income tax rate ( 2,051 ) 3 % ( 3,363 ) 2 % ( 744 ) 1 % Permanent differences 769 ( 1 ) % 992 — % 46 — % Adjustment for foreign income tax rate differential 45 — % 241 — % 1,346 ( 1 ) % Credits ( 2,763 ) 3 % ( 1,218 ) 1 % ( 374 ) — % Valuation allowance ( 5,341 ) 7 % 3,187 ( 1 ) % 1,168 ( 1 ) % Impact on foreign activity ( 398 ) — % 575 — % — — % Return to provision 5 — % 88 — % — — % Adjustment for rate changes 16,620 ( 21 ) % — — % — — % Other 11 — % 9 — % — — % Total income tax $ 4,212 ( 5 ) % $ ( 4,620 ) 2 % $ — — % The following is a summary of the significant components of the Company’s net deferred tax assets as of September 28, 2024 and September 30, 2023 (in thousands): Year Ended September 28, 2024 September 30, 2023 Deferred tax assets: Net operating losses $ 49,735 $ 21,703 Investment in Symbotic Holdings, LLC 600,917 439,547 Tax Receivable Agreement 32,065 24,574 Other 264 409 Credits 9,269 7,184 Total deferred tax assets before valuation allowance 692,250 493,417 Valuation allowance ( 690,231 ) ( 486,920 ) Total deferred tax assets after valuation allowance 2,019 6,497 Deferred tax liabilities: Foregone FTC ( 178 ) ( 575 ) ROU asset ( 125 ) ( 286 ) Foreign R&D credit recapture ( 722 ) ( 718 ) Total deferred tax liabilities ( 1,025 ) ( 1,579 ) Net deferred tax asset $ 994 $ 4,918 As a result of the Business Combination, the Company was appointed as the sole managing member of Symbotic Holdings. Prior to the close of the Business Combination, the Company's financial reporting predecessor, Legacy Warehouse, was treated as a pass-through entity for tax purposes and no provision, except for certain foreign subsidiaries, was made in the consolidated financial statements for income taxes. Any income tax items for the periods prior to the close of the Business Combination are related to the applicable subsidiary companies that are subject to foreign income tax. 98 Table of Contents Symbotic Holdings is a limited liability company that is treated as a partnership for U.S. federal income tax purposes and for most applicable state and local income tax purposes. As a partnership, Symbotic Holdings is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by Symbotic Holdings is passed through to and included in the taxable income or loss of its members, including the Company, on a pro rata basis, subject to applicable tax regulations. The Company is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to its allocable share of any taxable income or loss of Symbotic Holdings. The Company's foreign subsidiaries are subject to income tax in its local jurisdictions. The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the estimated future tax consequences attributable to temporary differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax base. Deferred tax assets and liabilities are determined on the basis of the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the temporary differences are expected to be settled or recovered. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities, projected future income, and tax planning strategies in making this assessment. Valuation Allowance 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 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 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 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. U.S. federal and certain state net operating losses generated in 2018 and beyond have no expiration. The remaining state net operating losses expire at various dates through 2043. As of September 28, 2024, the Company had Canadian net operating loss (“NOL”) carryforwards of approximately $ 26.2 million federal and $ 0.3 million provincial. The Canadian NOL carryforwards expire in various years through 2039 and are subject to review and possible adjustment by the applicable taxing authorities. Utilization of the domestic federal or Canadian NOL carryforwards may be subject to annual limitations due to ownership changes that have occurred previously or that could occur in the future. The Company has not completed any studies to determine if any of these events have occurred that would result in such limitations. Accordingly, further limitations could arise upon the completion of such studies. As of September 28, 2024, United States income taxes have not been provided on accumulated but undistributed earnings of foreign subsidiaries as the Company intends to permanently reinvest. 99 Table of Contents Uncertain Tax Positions The Company accounts for uncertain tax positions using a more likely than not threshold for recognizing and resolving uncertain tax positions. The Company evaluates uncertain tax positions on an annual basis and adjusts the level of the liability to reflect any subsequent changes in the relevant facts surrounding the uncertain positions. For the years ended September 28, 2024 and September 30, 2023, the Company had no unrecognized tax benefits. Tax Receivable Agreement As of September 28, 2024, future payments under the TRA with respect to the purchase of Symbotic Holdings Units which occurred as part of the Business Combination and through September 28, 2024 are expected to be $ 442.6 million. Payments made under the TRA represent payments that otherwise would have been made to taxing authorities in the absence of attributes obtained by the Company as a result of exchanges by its pre-IPO members. Such amounts will be paid only when a cash tax savings is realized as a result of attributes subject to the TRA. That is, payments under the TRA are only expected to be made in periods following the filing of a tax return in which the Company is able to utilize certain tax benefits to reduce its cash taxes paid to a taxing authority. The impact of any changes in the projected obligations under the TRA as a result of changes in the geographic mix of the Company’s earnings, changes in tax legislation and tax rates or other factors that may impact the Company’s tax savings will be reflected in income before taxes on the consolidated statement of operations in the period in which the change occurs. As of September 28, 2024, no TRA liability was recorded based on current projections of future taxable income taking into consideration the Company’s full valuation allowance against its net U.S. deferred tax asset. 13. Employee Benefit Plans Symbotic sponsors a defined-contribution benefit plan under the provisions of Section 401(k) of the U.S. Internal Revenue Code. This plan covers substantially all of the Company’s employees meeting eligibility criteria and contributions to the plan are determined by the plan provisions or at the discretion of the Board of Managers. Symbotic contributions to the plan were $ 5.0 million, $ 3.9 million, and $ 2.4 million for the years ended September 28, 2024, September 30, 2023, and September 24, 2022, respectively. Symbotic Canada sponsors a Registered Retirement Savings Plan that qualifies as a defined-contribution benefit plan, which covers a portion of Symbotic Canada’s management. Symbotic Canada contributions to the plan were $ 0.2 million, $ 0.3 million, and $ 0.3 million for the years ended September 28, 2024, September 30, 2023, and September 24, 2022, respectively. 14. Fair Value Measures The fair value measurement accounting standards establish a framework for measuring fair value and expand disclosures about fair value measurements. The standard does not require any new fair value measurements; 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. 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. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability on the measurement date. The three levels are defined as follows: Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for an identical asset or liability in an active market Level 2 – inputs to the valuation methodology include quoted prices for a similar asset or liability in an active market or model-derived valuations in which all significant inputs are observable for substantially the full term of the asset or liability Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement of the asset or liability 100 Table of Contents The following table presents the Company’s financial assets measured and recorded at fair value on a recurring basis using the above input categories as of September 28, 2024 and September 30, 2023 (in thousands): Year Ended September 28, 2024 September 30, 2023 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Money market funds $ 712,958 $ — $ — $ 712,958 $ 219,945 $ — $ — $ 219,945 U.S. 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 The Company had no liabilities measured and recorded at fair value on a recurring basis as of September 28, 2024 and September 30, 2023. The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. 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 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. 15. 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. 16. Related Party Transactions 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. 101 Table of Contents Aircraft Time Sharing Agreement 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 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 $ 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 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 $ 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. GreenBox 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. 17. Commitments and Contingencies Purchase Obligations The Company has contractual obligations to purchase goods or services, which specify significant terms, including fixed or minimum quantities to be purchased and fixed minimum, or variable price provisions. The majority of the purchase commitments covered by these arrangements are for periods of less than one year and aggregate to approximately $ 1.3 billion as of September 28, 2024. Lease Commitments The Company leases certain of its facilities under operating leases expiring in various years through 2030. Refer to Note 7, Leases for a schedule of future lease payments under non-cancellable leases as of September 28, 2024. 102 Table of Contents Warranty 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): Year Ended September 28, 2024 September 30, 2023 September 24, 2022 Balance at beginning of period $ 18,948 $ 9,004 $ 3,735 Provision 18,773 16,833 7,329 Warranty usage ( 5,786 ) ( 6,889 ) ( 2,060 ) 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 103 Table of Contents 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. Indemnifications In the ordinary course of business, the Company enters into various contracts under which it may agree to indemnify other parties for losses incurred from certain events as defined in the relevant contract, such as litigation, regulatory penalties, or claims relating to past performance. Such indemnification obligations may not be subject to maximum loss clauses. 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. Accordingly, the Company has no liabilities recorded for these obligations as of September 28, 2024 and September 30, 2023. 18. Variable Interest Entities VIEs are entities with any of the following characteristics: (i) the entity does not have enough equity to finance its activities without additional financial support; (ii) the equity holders, as a group, lack the characteristics of a controlling financial interest; or (iii) the entity is structured with non-substantive voting rights. Consolidation of a VIE is required for the party deemed to be the primary beneficiary, if any. 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 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 104 Table of Contents 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 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 . The Company holds a variable interest in GreenBox through its equity interest in GreenBox. GreenBox is a VIE resulting from GreenBox’s lack of sufficient equity to finance its operations without additional subordinated financial support from both the Company and SoftBank. The consolidation of GreenBox is not required as the Company is not the primary beneficiary of this VIE as it does not have the power to direct the activities that most significantly impact GreenBox’s economic performance. 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’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. 19. Equity 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”). Following the Business Combination, the Company has three classes of common stock, Class A Common Stock, Class V-1 Common Stock, and Class V-3 Common Stock (and together, the “Common Stock”). 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). Class A Common Stock The Company is authorized to issue 3,000,000,000 shares of Class A Common Stock, par value $ 0.0001 per share, of which 104,689,377 shares were issued and outstanding on September 28, 2024. 105 Table of Contents Voting Rights Each holder of Class A Common Stock is entitled to one vote for each share of Class A Common Stock held of record by such holder on all matters submitted to a vote of the stockholders. Holders of Class A 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 Company’s certificate of incorporation (“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 Delaware General Corporation Law (“DGCL”). Dividend Rights Subject to the rights and preferences of any holders of any outstanding series of preferred stock, the holders of Class A Common Stock will be entitled to the payment of dividends and other distributions of cash, stock or property on the Class A Common Stock when, as and if declared by the board of directors in accordance with law. Liquidation Rights Subject to the rights and preferences of any holders of any shares of any outstanding series of preferred stock, in the event of any liquidation, dissolution or winding up, whether voluntary or involuntary, the Company’s funds and assets that may be legally distributed to its stockholders will be distributed among the holders of the then-outstanding Class A Common Stock pro rata in accordance with the number of shares of Class A Common Stock held by each such holder. Other Rights The holders of Class A Common Stock have no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the Class A Common Stock. The rights, preferences, and privileges of holders of the Class A Common Stock will be subject to those of the holders of any shares of the preferred stock the Company may issue in the future. 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 4, Mergers and Acquisitions . 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. For the year ended September 28, 2024, the Legacy Warehouse unitholders exchanged 5,836,122 and 3,219,745 shares of Class V-1 and Class V-3 Common Stock, respectively, together with a corresponding number of New Symbotic Holdings Common Units, into an equal number of Class A Common Stock. The Company did not receive any proceeds as a result of this exchange. Voting Rights Each holder of Class V-1 Common Stock is entitled to one vote for each share of Class V-1 Common Stock held of record by such holder on all matters submitted to a vote of the stockholders, and each holder of Class V-3 Common Stock is entitled to three votes for each share of Class V-3 Common Stock held of record by such holder on all matters submitted to a vote of the stockholders. 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 106 Table of Contents 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 Except as provided in the Charter with respect to certain stock adjustments, dividends of cash or property may not be declared or paid on shares of Class V-1 Common Stock or Class V-3 Common Stock. Liquidation Rights The holders of shares of Class V-1 Common Stock and Class V-3 Common Stock will not be entitled to receive any of the Company’s assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company. Other Rights The holders of Class V-1 Common Stock and Class V-3 Common Stock have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the Class V-1 Common Stock or Class V-3 Common Stock. 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 stock to such holder. Conversion of Class V-3 Common Stock Class V-3 Common Stock may convert into Class V-1 Common Stock in certain situations, including automatically seven years following the Business Combination. Transfer of Class V-1 Common Stock and Class V-3 Common Stock No holder of Class V-1 Common Stock or Class V-3 Common Stock may transfer such shares to any person unless such holder also simultaneously transfers an equal number of such holder’s New Symbotic Holdings Common Units to the same person in accordance with the terms of the New Symbotic Holdings LLC Agreement. Upon a transfer of New Symbotic Holdings Common Units in accordance with the New Symbotic Holdings LLC Agreement, an equal number of shares of Class V-1 Common Stock and/or Class V-3 Common Stock that correspond to such New Symbotic Holdings Common Units will automatically and simultaneously be transferred to the same transferee of such New Symbotic Holdings Common Units. Any attempted or purported transfer of shares of Class V-1 Common Stock and Class V-3 Common Stock in violation of the foregoing restrictions will be null and void. Cancellation of Class V-1 Common Stock and Class V-3 Common Stock In the event that any outstanding share of Class V-1 Common Stock or Class V-3 Common Stock ceases to be held directly or indirectly by a holder of a New Symbotic Holdings Common Units, such share will automatically be transferred to Symbotic and cancelled for no consideration. Preferred Stock The Company is authorized to issue 50,000,000 shares of undesignated preferred stock, par value $ 0.0001 per share, of which no shares were issued and outstanding on September 28, 2024. Legacy Warehouse Membership Interests 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 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: Voting Rights 107 Table of Contents Each holder of Class A Units and Class C Units shall have the right to one vote per the Class A Unit or Class C Unit, respectively. Except as required by law, the Preferred Units do not have any voting rights. Preferred Return The holder of the Preferred Units shall be entitled to receive, in preference to the holders of the Class A Units and the Class C Units, a cumulative preferred return at a rate per annum of 5 %, compounded annually, on the unreturned preferred capital of the holder’s Preferred Units (the “Preferred Return”). The Class A Units and Class C Units have no stated returns or dividends. Liquidation Rights In the event of liquidation, dissolution, or winding up of the Company, the five classes of membership interests rank in the following order of priority: the Class B-2 Units are the most senior, followed by Class B-1 Unit, then the Class B Unit, and then both the Class A Units and Class C Units treated as a single class. The holders of the Preferred Units are entitled to a liquidation preference equal to the sum of the Unreturned Preferred Capital (defined as the initial investment and subsequent contributions, less distributions, if any) and the applicable unpaid Preferred Return (collectively, the “Liquidation Preference”) in the order described in the preceding sentence, prior to any distribution to holders of the Class A Units and Class C Units. Upon the payment in full of the Liquidation Preference, any remaining assets available for distribution shall be distributed ratably to the holders of the Class A Units and Class C Units, however, for the Class C Units only to the extent that the value exceeds the applicable Hurdle Value (see Note 21, Stock-Based Compensation and Warrant Units ). Any remaining value that does not exceed the Hurdle Value for any particular Class C Unit shall be distributed to the holders of Class A Units (and any other Class C Units entitled to share in the distribution) based on their respective pro rata holdings of all such Class A (and Class C) Units. 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. Redemption Rights Upon written notice by the holders of a majority of a class of Preferred Units, the Company shall redeem all of the outstanding Preferred Units of such class. The redemption price payable to each holder of the class of Preferred Units shall equal the Liquidation Preference of the Preferred Units being redeemed. The Class C Units are subject to a put feature that allow holders to redeem vested Class C Units, subject to certain terms and conditions (see Note 21, Stock-Based Compensation and Warrant Units ). The Class A Units do not have any redemption rights. Accordingly, the Preferred Units and the Class C Units are classified outside of permanent members’ deficit because they are redeemable by the holders. 20. Net Loss per Share Basic earnings per share of Class A Common Stock is computed by dividing net loss attributable to common shareholders by the weighted-average number of shares of Class A Common Stock outstanding during the period. Diluted earnings per share of Class A Common Stock is computed by dividing net loss attributable to common shareholders adjusted for the assumed exchange of all potentially dilutive securities, by the weighted-average number of shares of Class A Common Stock outstanding adjusted to give effect to potentially dilutive elements. Since the Company incurred net losses for each of the periods presented, diluted net loss per share is the same as basic net loss per share. Prior to the Business Combination, the membership structure of Legacy Warehouse included units which shared in the profits and losses of Legacy Warehouse. The Company analyzed the calculation of earnings per unit for periods prior to the Business Combination and determined that it resulted in values that would not be meaningful to the users of these consolidated financial statements. Therefore, earnings per share information has not been presented for periods prior to the Business Combination on June 7, 2022. The basic and diluted earnings per share for the period ended September 24, 2022 represent only the period of June 8, 2022 to September 24, 2022. 108 Table of Contents 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): Year Ended September 28, 2024 September 30, 2023 September 24, 2022 Numerator - basic and diluted Net loss $ ( 84,672 ) $ ( 207,894 ) $ ( 139,089 ) Less: Net loss attributable to Warehouse Technologies LLC unitholders prior to the Business Combination — — ( 72,134 ) Less: Net loss attributable to the noncontrolling interest post Business Combination ( 71,182 ) ( 184,028 ) ( 60,092 ) Net loss attributable to common shareholders $ ( 13,490 ) $ ( 23,866 ) $ ( 6,863 ) Denominator - basic and diluted Weighted-average shares of Class A Common Stock outstanding 95,697,368 64,338,580 54,086,381 Loss per share of Class A Common Stock - basic and diluted $ ( 0.14 ) $ ( 0.37 ) $ ( 0.13 ) The Company’s Class V-1 Common Stock and Class V-3 Common Stock do not participate in the earnings or losses of the Company and are therefore not participating securities. 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 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. The ESPP shares were not included as they created an anti-dilutive effect. 21. Stock-Based Compensation and Warrant Units In June 2022, the Company’s stockholders approved the Symbotic Inc. 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 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”). The Company will no longer issue new awards under the Legacy Plans as all future grants will be issued under the 2022 Plan, or another equity plan that is approved by the Compensation Committee of the Board of Directors. Awards issued under the 2022 Plan have a maximum term of 10 years. 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): Year Ended September 28, 2024 September 30, 2023 September 24, 2022 RSUs (service-based and performance-based) $ 109,510 $ 152,791 $ 26,858 Employee stock purchase plan 2,698 1,436 — Total stock-based compensation expense $ 112,208 $ 154,227 $ 26,858 109 Table of Contents Effect of stock-based compensation expense on income by line item (in thousands): Year Ended September 28, 2024 September 30, 2023 September 24, 2022 Cost of revenue, Systems $ 12,529 $ 36 $ — Cost of revenue, Software maintenance and support 551 1,767 — Cost of revenue, Operation services 1,988 4,344 — Research and development 49,066 68,364 9,671 Selling, general, and administrative 48,074 79,716 17,187 Total stock-based compensation expense $ 112,208 $ 154,227 $ 26,858 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. RSUs are granted at the discretion of the Board of Directors, a committee thereof or, subject to defined limitations, the Chief Executive Officer of the Company, acting as a committee of one director, to whom such authority has been delegated. The Company has issued RSUs that vest based on the passage of time assuming continued service with the Company, and RSUs that vest only upon the achievement of defined performance metrics tied primarily to revenue and earnings targets. For RSUs with service-based vesting conditions, the fair value is calculated based on the Company’s closing stock price on the grant date, and the stock-based compensation expense is being recognized over the vesting period. 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 (“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. On a periodic basis, management reviews the Company’s expected performance and adjusts the compensation cost, if needed, at such time. The following table summarizes the RSU activity for the periods presented: Shares Weighted Average Grant Date Fair Value Outstanding at September 24, 2022 12,365,587 $ 15.81 Granted 7,625,784 15.72 Vested ( 4,187,313 ) 15.78 Forfeited ( 2,920,043 ) 15.62 Outstanding at September 30, 2023 12,884,015 $ 15.81 Granted 3,102,298 44.44 Vested ( 6,863,457 ) 15.73 Forfeited ( 1,190,356 ) 20.14 Outstanding at September 28, 2024 7,932,500 $ 26.43 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. 110 Table of Contents 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 Vested — Forfeited — Outstanding at September 30, 2023 337,986 $ 15.56 Granted 235,292 48.38 Vested — 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 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: Year Ended September 28, 2024 September 30, 2023 Risk-free interest rate (%) 0.05 0.03 - 0.05 Expected term (years) 0.50 0.25 - 0.66 Volatility (%) 63.54 - 73.27 63.67 - 76.21 Expected dividends — — The interest rate is based on the U.S. Treasury bond rate at the date of grant with a maturity approximately equal to the expected term. The expected term was based on terms of the offering period. The expected volatility for the Company’s common stock is based on an average of the historical volatility of a peer group of similar public companies. The assumed dividend yield is based upon the Company’s expectation of not paying dividends in the foreseeable future. The fair value of the Company’s common stock is the closing price of the stock on the date the offering period starts. 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 Prior to the Business Combination, the Company periodically granted Class C Units to employees, officers, and directors which vest over a period of up to five years , as determined by the Board of Managers. Each issuance of Class C Units entitles its holder to share in the appreciation in the fair market value (“FMV”) of the Company from the date of issuance, subject to any preferences or priorities payable to the Preferred Units. The Board shall establish a “Hurdle Value”, which shall not be less than the FMV on the date of such issuance of such Class C Unit and such units shall share only in appreciation of the FMV in excess of the Hurdle Value. Any distributions made with respect to Class C Units that have not yet become vested are held in a separate account for the benefit of the holder of the unvested units until such time as the units vest. 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 111 Table of Contents 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. However, because redemption of the Class C Units is outside of the control of the Company: (i) the Class C Units are classified outside of permanent members’ deficit, and (ii) the carrying value of Class C Units is adjusted to redemption value at each reporting period through a charge to members’ deficit (until such time as the Class C Units are redeemed or forfeited). As further described in Note 19, Equity , the Class C Units were converted into Common Stock upon consummation of the Business Combination. The following is a summary of Class C Units outstanding and vested immediately prior to the consummation of the Business Combination: Class C Units Balance at September 25, 2021 428,571 Granted 18,107 Redeemed — Forfeited ( 18,107 ) Balance at June 7, 2022 428,571 Vested at June 7, 2022 375,930 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, 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: an IPO scenario and a non-IPO scenario for all other potential future exits. The relative probabilities between the future exit scenarios were based on an analysis of performance and market conditions at the time, including then-current IPO valuations of similarly situated companies and expectations as to the timing and likely prospects of future event scenarios. The resulting equity value was then allocated to outstanding equity instruments using an option pricing model. 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 Dividend yield 0 % Volatility(a) 45.0 % Risk-free interest rate(b) 2.30 % Expected term (years)(c) 2.00 (a) The expected volatility is estimated based on the historical volatility of a select peer group of similar publicly traded companies for a term that is consistent with the expected term of the Class C Units. (b) The risk-free interest rate is based on the U.S. Treasury constant maturity interest rate whose term is consistent with the expected term of the Class C Units. (c) The expected term is based on estimated liquidity event timing as further described above. The fair value per unit for the Class C Units granted was determined to be the following for each of the periods presented: • $ 451.81 for the period December 26, 2021 through June 7, 2022 • $ 415.75 for the period September 26, 2021 through December 25, 2021 112 Table of Contents 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 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. The Company issued 2,350,795 RSUs to the legacy VAP Unit holders. The conversion of the VAP Units into RSUs was treated as a modification in accordance with ASC 718, and resulted in a charge of $ 24.4 million to additional paid-in capital on the date of the modification. This included a step-up in grant date fair value charge of $ 0.7 million, which was principally due to the difference between the VAP Units grant date hurdle rates and the Company’s stock price as of the modification date. Prior to the Business Combination, to the extent vested and exercisable, each VAP Unit could be exercised for a cash payment equal to the appreciation in the FMV of 1/100th of a Class C Unit. The following exercisability triggers must be met before any vested award may be exercised, with the achievement of each trigger allowing one third of the vested award to be exercised: (i) the end of the first fiscal year in which the Company meets or exceeds annual revenue (on a cash accounting basis) of $ 100 million, (ii) the end of the first fiscal year in which the Company becomes cash flow positive, and (iii) the end of the first fiscal year in which the Company generates positive earnings before interest, taxes, depreciation, and amortization (“EBITDA”). The following is a summary of VAP Units outstanding which were converted to restricted stock units in the fourth quarter of fiscal year 2022: VAP Units Balance at September 25, 2021 4,039,620 Granted — Exercised ( 255,845 ) Forfeited ( 92,664 ) Balance at August 16, 2022 3,691,111 Converted to restricted stock units ( 3,691,111 ) Balance at September 24, 2022 — Because the VAP Units were settleable in cash, they were treated as liability classified awards. Accordingly, the carrying value of the liability was adjusted to fair value at each reporting period through a charge to earnings (until such time as the VAP Units are settled or forfeited). Further, the exercisability triggers noted above represent performance conditions that impact the vesting of the awards. Accordingly, compensation expense is not recognized until such time as the performance conditions are 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 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 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 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 113 Table of Contents 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. Additionally, the Black-Scholes pricing model was applied to determine the fair value of the GreenBox warrant after vesting. Key assumptions for the Monte Carlo simulation and Black-Scholes models include risk-free interest rate and historical stock price volatility of peer company shares. The Black-Scholes assumptions utilized in determining the grant date fair value of the GreenBox Warrant after vesting are included in the following table: Selected Assumption Strike price $ 41.972 Volatility (a) 48.0 % Risk-free interest rate (b) 4.44 % Expected term (years) (c) 3.00 (a) The expected volatility is estimated based on the historical volatility of a select peer group of similar publicly traded companies for a term that is consistent with the expected term of the GreenBox Warrant. (b) The risk-free interest rate is based on the U.S. Treasury constant maturity interest rate whose term is consistent with the expected term of the GreenBox Warrant. (c) The expected term is based on the contractual term of the GreenBox Warrant. Walmart Warrants On April 30, 2021, in connection with its entry into a Subscription Agreement with Walmart, the Company issued Walmart warrants to acquire up to an aggregate of 714,022 shares of the Company’s Class A Units (the “Warrants”), subject to certain vesting conditions. Warrants equivalent to 6.5 % of the Company’s outstanding and issuable Common Units, or 446,741 units, vested upon the signing of the Subscription Agreement, and had a grant date fair value of $ 60.44 per unit. Warrants equivalent to up to 3.5 % of the Company’s outstanding and issuable Common Units, or 267,281 units, may vest in connection with conditions defined by the terms of the Warrant, as Walmart makes additional expenditures to the Company in connection with the Subscription Agreement, There are up to six tranches based on increments of additional expenditures where approximately 44,000 additional Warrants may vest per tranche. The Warrants had a grant date fair value of $ 60.44 per unit. Upon vesting, units may be acquired at an exercise price of $ 389.03 . The warrant units contain customary anti-dilution, down-round, and change-in-control provisions. The right to purchase units in connection with the Warrant expires on April 30, 2031. Non-cash share-based payment expense associated with the warrant units is recognized as vesting conditions are achieved, based on the grant date fair value of the warrants. The fair value of the warrant units was determined as of the grant date in accordance with ASC 718 using the Black-Scholes pricing model. The Black-Scholes pricing model is based, in part, upon assumptions for which management is required to use judgment. The assumptions made for purposes of estimating fair value under the Black-Scholes pricing model for the Warrants were as follows: Selected Assumption Dividend yield 0 % Volatility(a) 43.0 % Risk-free interest rate(b) 1.65 % Expected term (years)(c) 10.00 (a) The expected volatility is estimated based on the historical volatility of a select peer group of similar publicly traded companies for a term that is consistent with the expected term of the Warrants. (b) The risk-free interest rate is based on the U.S. Treasury constant maturity interest rate whose term is consistent with the expected term of the Warrants. (c) The expected term is based on the contractual term of the Warrants. In December 2021, Walmart elected to gross exercise the 446,741 vested Warrant Units for $ 173.8 million. 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 114 Table of Contents 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. As a result of this gross exercise, 267,281 Class A Common Units of Legacy Warehouse were issued to Walmart, which represented, together with the December 2021 gross exercise, a combined total of 10.0 % ownership in the Company's then outstanding and issuable Common Units. Also in connection with its entry into the 2nd A&R MAA with Walmart, the Company issued Walmart a new warrant to acquire up to an aggregate of 258,972 Legacy Warehouse Class A Units (“May 2022 Warrant”), subject to certain vesting conditions. The May 2022 Warrants had a grant date fair value of $ 224.45 . 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”). 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. The fair value of the June 2022 Warrant was determined as of the grant date in accordance with ASC Topic 718, Compensation – Stock Compensation , using the Black-Scholes pricing model. The Black-Scholes pricing model is based, in part, upon assumptions for which management is required to use judgment. The assumptions made for purposes of estimating fair value under the Black-Scholes pricing model for the June 2022 Warrant were as follows: Selected Assumption Dividend yield 0 % Volatility (a) 40.0 % Risk-free interest rate (b) 2.80 % Expected term (years) (c) 5.00 (a) The expected volatility is estimated based on the historical volatility of a select peer group of similar publicly traded companies for a term that is consistent with the expected term of the June 2022 Warrant. (b) The risk-free interest rate is based on the U.S. Treasury constant maturity interest rate whose term is consistent with the expected term of the June 2022 Warrant. (c) The expected term is based on the contractual term of the June 2022 Warrant. The following table summarizes the Company’s stock warrant activity for the year ended September 28, 2024: Warrant Units Outstanding and unvested at September 24, 2022 258,972 Granted 11,434,360 Vested ( 258,972 ) Outstanding and unvested at September 30, 2023 11,434,360 Granted — Vested — 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. 115 Table of Contents 22. Segment and Geographic Information As more fully described in the Company’s Summary of Significant Accounting Policies, the Company operates in one operating segment. Revenue and property and equipment, net by geographic region, based on physical location of the operations recording the sale or the assets are as follows: Revenue by geographical region (in thousands): Year Ended September 28, 2024 September 30, 2023 September 24, 2022 United States $ 1,784,345 $ 1,173,177 $ 589,944 Canada 3,834 3,714 3,368 Total revenue $ 1,788,179 $ 1,176,891 $ 593,312 Percentage of revenue generated outside of the United States — % — % 1 % Total property and equipment, net by geographical region (in thousands): Year Ended September 28, 2024 September 30, 2023 United States $ 96,802 $ 33,828 Canada 307 679 Total property and equipment, net $ 97,109 $ 34,507 Percentage of property and equipment, net held outside of the United States — % 2 % 23. 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. Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure None.