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• Our operating results and financial condition may fluctuate from period to period, which could make our future operating results difficult to predict or cause our operating results to fall below analysts’ and investors’ expectations.
−Removed: • Complex technology will need to be developed, both in-house and in coordination with our vendors and suppliers, for us to successfully produce and integrate our System with our customers’ existing warehouses, and there can be no assurance that they will be successfully developed.
−Removed: • We rely on suppliers to provide equipment, components and services.
−Removed: Any disruption to our supply chain could adversely affect our business, financial condition and results of operations.
+Added: • Complex technology will need to be developed and implemented, both in-house and in coordination with our vendors and suppliers, for us to successfully produce and integrate our systems with our customers’ existing warehouses, and there can be no assurance that they will be successfully developed and implemented.
+Added: • We are required to assess our internal control over financial reporting and our management has identified a material weakness.
+Added: If our remediation of the material weakness is not effective, or we identify additional material weaknesses or other adverse findings in the future, our ability to report our financial condition or results of operations accurately or timely or prevent fraud may be adversely affected, which may result in a loss of investor confidence in our financial reports, significant expenses to remediate any internal control deficiencies, and ultimately have an adverse effect on the trading price of our common stock.
• The markets in which we participate are competitive.
Many companies, including large retail and e-commerce companies, companies that offer point solutions or other comprehensive or specific supply chain functionalities and other companies that focus on automated technologies, may target the markets in which we do business.
−Removed: Additionally, our customers and potential customers may develop in-house solutions that compete with our System.
+Added: Additionally, our customers and potential customers may develop in-house solutions that compete with our systems.
If we are unable to compete effectively, our sales and profitability could be adversely affected.
−Removed: • If we are unable to develop new solutions, adapt to technological change, sell our software, services and System into new markets or further penetrate our existing markets, our revenue may not grow as expected.
−Removed: • If we fail to adapt and respond effectively to rapidly changing technology, evolving industry standards and changing business needs, requirements or preferences, our System may become less competitive.
−Removed: • If demand for our System does not grow as we expect, or if market adoption of A.I.-enabled robotics and supply chain automation solutions does not continue to develop, or develops slower than we expect, our future revenue may stagnate or decline and our business may be adversely affected.
+Added: • If we are unable to develop new solutions, adapt to technological change, sell our systems, services and software into new markets or further penetrate our existing markets, our revenue may not grow as expected.
+Added: • We rely on suppliers to provide equipment, components and services.
+Added: Any disruption to our supply chain could adversely affect our business, financial condition and results of operations.
+Added: • If we fail to adapt and respond effectively to rapidly changing technology, evolving industry standards and changing business needs, requirements or preferences, our systems may become less competitive.
+Added: • If demand for our systems does not grow as we expect, or if market adoption of A.I.-powered robotics and supply chain automation solutions does not continue to develop, or develops slower than we expect, our future revenue may stagnate or decline and our business may be adversely affected.
• Supply chain interruptions may increase our costs or reduce our revenue.
−Removed: • Risks related to being a public company, including that:
−Removed: • We are required to assess our internal control over financial reporting and our management has identified material weaknesses.
−Removed: If our remediation of the material weaknesses is not effective, or we identify additional material weaknesses or other adverse findings in the future, our ability to report our financial condition or results of operations accurately or timely or prevent fraud may be adversely affected, which may result in a loss of investor confidence in our financial reports, significant expenses to remediate any internal control deficiencies, and ultimately have an adverse effect on the trading price of our common stock.
Risk related to intellectual property, including that:
• We may need to bring, or defend ourselves against, IP infringement or misappropriation claims, which may adversely affect our business, financial condition and results of operations by limiting our ability to use certain IP and causing us to incur substantial costs.
−Removed: • Our business, financial condition and results of operations may be adversely affected and the value of our brand, System and other intangible assets may be diminished if we are unable to maintain and protect our IP (including maintaining the confidentiality and control of our proprietary source code and other trade secrets) from unauthorized use, infringement or misappropriation by third parties.
+Added: • Our business, financial condition and results of operations may be adversely affected and the value of our brand, systems and other intangible assets may be diminished if we are unable to maintain and protect our IP (including maintaining the confidentiality and control of our proprietary source code) from unauthorized use, infringement or misappropriation by third parties.
Risks related to cybersecurity, software deficiencies, service interruptions and data privacy, including that:
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Risks related to our organizational structure, including that:
−Removed: • The dual class structure of our common stock has the effect of concentrating voting control with our founder, certain family members of our founder and certain affiliated entities and trusts of our founder and his family members;
+Added: • The multi class structure of our common stock has the effect of concentrating voting control with our founder, certain family members of our founder and certain affiliated entities and trusts of our founder and his family members;
this will limit or preclude your ability to influence our corporate matters.
10 unchanged sentences
In addition, we have an accumulated deficit of $1.3 billion as of September 27, 2025 and have incurred recurring net losses since inception, including net losses of $91.0 million and $84.7 million, respectively, for the years ended September 27, 2025 and September 28, 2024.
−Removed: We could continue to incur operating losses in the near term as we continue to invest significantly in our business to position us for future growth, including expending substantial financial and other resources on:
−Removed: • product development, including investments in our product development team and the development of new products and new functionality for our supply chain automation system (“System”), as well as investments in further optimizing our System, technology and infrastructure;
−Removed: • our technology infrastructure, including systems, architecture, scalability, availability, performance and security;
+Added: We could continue to incur operating losses in the near term as we continue to invest significantly in our business to position us for future growth, including expending substantial financial and other resources on our:
+Added: • product development, including investments in our product development team and new functionality and enhancements for our systems;
+Added: • technology infrastructure, including systems, architecture, scalability, availability, performance and security;
• acquisitions and strategic transactions;
−Removed: • our international operations and anticipated international expansion;
+Added: • international operations and anticipated international expansion into new markets;
+Added: • expansion into new market verticals, including e-commerce and healthcare;
• general administration, including increased legal, compliance and accounting expenses associated with being a public company.
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We may make investments that do not generate optimal short- or medium-term financial results and may even incur increased operating losses in the short- or medium-term with no assurance that we will eventually achieve the intended long-term benefits or profitability.
−Removed: Our investments in our System, technology and services, may not be successful on the timeline we anticipate or at all and may not result in increased revenue growth.
+Added: Our investments in our systems and services may not be successful on the timeline we anticipate or, at all, and may not result in increased revenue growth.
Additionally, we have encountered, and may in the future encounter, risks and uncertainties frequently experienced by growing companies in rapidly changing industries, such as unforeseen operating expenses, difficulties, complications, delays and other known or unknown factors that may result in losses in future periods.
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If actual results differ from our estimates, or we adjust our estimates in future periods, our operating results and financial position could be materially affected.
−Removed: We depend heavily on our larger customers, and therefore, our success is heavily dependent on their ability to grow their businesses and their adoption of our System.
−Removed: Walmart, our largest customer, accounted for approximately 87% of our total revenue in the fiscal year ended September 28, 2024 and for a significant portion of our $22.4 billion backlog as of September 28, 2024.
−Removed: We have worked with Walmart since 2015 and entered into a Master Automation Agreement with Walmart in 2017 to implement our System in 25 of Walmart’s 42 regional distribution centers.
−Removed: We amended and restated the Master Automation Agreement on May 20, 2022 (“Walmart MAA”) to implement our System in all of Walmart’s 42 regional distribution centers, adding approximately an additional $6.1 billion to our backlog.
−Removed: Pursuant to the Walmart MAA, we have agreed to certain restrictions on our ability to
−Removed: sell or license our products and services to a specified company or its subsidiaries, affiliates or dedicated service providers.
+Added: We depend heavily on our larger customers, and therefore, our success is heavily dependent on their ability to grow their businesses and their adoption of our systems.
+Added: Walmart, our largest customer, accounted for approximately 85% of our total revenue in the fiscal year ended September 27, 2025 and for a significant majority of our $22.5 billion backlog as of September 27, 2025.
+Added: We have worked with Walmart
+Added: since 2015 and entered into a Master Automation Agreement with Walmart in 2017 to implement our systems in 25 of Walmart’s 42 regional distribution centers.
+Added: We amended and restated our Master Automation Agreement with Walmart in 2022 (“2022 Walmart MAA”) to implement our Systems in all of Walmart’s 42 regional distribution centers, adding approximately an additional $6.1 billion to our backlog at that time.
+Added: Pursuant to the 2022 Walmart MAA, we have agreed to certain restrictions on our ability to sell or license our products and services to a specified company or its subsidiaries, affiliates or dedicated service providers.
Walmart also has certain board observation rights.
−Removed: In the first quarter of fiscal year 2025, we entered into a commercial agreement with Walmart de México y Centroamérica to implement our System in two of their locations near Mexico City.
+Added: In the first quarter of fiscal year 2025, we entered into a commercial agreement with Nueva Wal Mart de México, S.
+Added: de C.V to implement our systems in two of their locations near Mexico City.
+Added: In the second quarter of fiscal year 2025, we entered into a Master Automation Agreement (“2025 Walmart MAA”) with Walmart for the development, manufacture, and installation of 400 micro-fulfillment systems if we satisfy certain performance metrics.
Our ability to maintain a close, mutually beneficial relationship with Walmart is an important element in our continued growth.
−Removed: The loss or cancellation of business from Walmart, including our failure to properly implement or optimize our System in Walmart’s distribution centers, or our failure to comply with the terms of the Walmart MAA, could materially and adversely affect our business, financial condition or results of operations.
+Added: The loss or cancellation of business from Walmart, including our failure to properly implement or optimize our systems in Walmart’s warehouses, or our failure to comply with the terms of the 2022 Walmart MAA or 2025 Walmart MAA, could materially and adversely affect our business, financial condition or results of operations.
Similarly, if Walmart is not able to grow its business or its business declines, including as a result of a reduction in the level of discretionary spending by its customers or competition from other retailers, our business, financial condition or results of operations may be materially and adversely affected.
−Removed: We have several larger customers, AFS, GreenBox and C&S Wholesale Grocers, Inc.
−Removed: (“C&S Wholesale Grocers”), with which we are affiliated, and UNFI.
+Added: We have several larger customers, UNFI, GreenBox, Southern Glazers and Albertsons.
Net sales to these customers accounted for approximately 13% of our total revenue in the fiscal year ended September 27, 2025.
It is not possible for us to predict the level of demand that will be generated by any of these customers in the future.
−Removed: In addition, revenue from these larger customers may fluctuate from time to time based on these customers’ business needs and customer experience, the timing of which may be affected by market conditions or other factors outside of our control.
−Removed: To the extent that one or more customers in this group decide not to implement our System in their distribution centers or decide to retain manual solutions or adopt single point automated solutions for their distribution centers, our business, financial condition or results of operations may be materially and adversely affected.
+Added: In addition, revenue from these larger customers may fluctuate from time to time based on their business needs and customer experience, the timing of which may be affected by market conditions or other factors outside of our control.
+Added: To the extent that one or more customers in this group decide not to further implement our systems or decide to retain manual solutions or adopt single point automated solutions, our business, financial condition or results of operations may be materially and adversely affected.
C&S Wholesale Grocers, an important customer, is our affiliate.
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Additionally, Mr.
−Removed: Cohen and trusts for the benefit of his family are the only beneficial stockholders of C&S Wholesale Grocers.
+Added: Cohen and trusts for the benefit of his family are the substantial majority stockholders of C&S Wholesale Grocers.
As a result, C&S Wholesale Grocers can be considered an affiliate of ours.
−Removed: C&S Wholesale Grocers is also an important customer that has our Systems that are Operational in its facilities.
−Removed: We provide ongoing Software Maintenance and Support and Operation Services under our contracts with C&S through September 2029.
−Removed: Despite our affiliation with C&S Wholesale Grocers, there is no guarantee that it will continue to be a customer beyond the term of its current contracts with us in September 2029.
−Removed: To the extent C&S Wholesale Grocers decides not to renew its contracts with us or to implement additional Systems in their distribution centers, our business, financial condition or results of operations may be materially and adversely affected.
+Added: C&S Wholesale Grocers is also an important customer that has our systems that are Operational (defined as achieving acceptance) in its facilities.
+Added: We provide ongoing Software Maintenance and Support and Operation Services under our contracts with C&S through October 2029.
+Added: Despite our affiliation with C&S Wholesale Grocers, there is no guarantee that it will continue to be a customer beyond the term of its current contracts with us in October 2029.
+Added: To the extent C&S Wholesale Grocers decides not to renew its contracts with us or to implement additional systems, our business, financial condition or results of operations may be materially and adversely affected.
We may fail to realize anticipated benefits of the GreenBox joint venture, or it may disrupt our ongoing operations or result in operating difficulties, liabilities and expenses, harm our business, and negatively impact our results of operations.
The GreenBox joint venture and related commercial agreement are expected to be material to our financial condition and results of operations.
+Added: Our backlog includes $11.6 billion associated with GreenBox and any delays in implementation could adversely affect the business and when anticipated benefits are realized.
We may be unable to obtain the benefits, avoid the difficulties and risks of the joint venture, or it may take us longer than expected to fully realize the anticipated benefits and synergies of the GreenBox joint venture.
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Our operating results and financial condition fluctuate from quarter to quarter and year to year and are likely to continue to vary due to a number of factors, many of which will not be within our control.
−Removed: Both our business and supply chain automation are changing and evolving rapidly, and our historical operating results may not be useful in predicting our future operating results.
−Removed: If our operating results do not meet the guidance that we provide to the marketplace or the expectations of
−Removed: securities analysts or investors, the market price of our Class A common stock will likely decline.
+Added: Both our business and supply chain automation product portfolio are changing and evolving rapidly, and our historical operating results may not be useful in predicting our future operating results.
+Added: If our operating results do not meet the guidance that we provide to the marketplace or the expectations of securities analysts or investors, the market price of our Class A common stock will likely decline.
Fluctuations in our operating results and financial condition may be due to a number of factors, including:
−Removed: • the portion of our revenue attributable to software license and maintenance fees and System operation service fees versus milestone payments for System installation and other sales;
−Removed: • changes in pricing by us in response to competitive pricing actions;
+Added: • the portion of our revenue attributable to software maintenance and support and operation service fees versus milestone payments for system deployment and other sales;
• the ability of our equipment vendors to continue to manufacture high-quality products and to supply sufficient products to meet our demands;
−Removed: • the impact of shortages of components, commodities or other materials, including semiconductors and integrated circuits, and other supply chain disruptions;
−Removed: • our ability to control costs, including our operating expenses and the costs of the equipment we purchase;
−Removed: • the timing and success of introductions of new solutions, products or upgrades by us or our competitors;
−Removed: • changes in our business and pricing policies or those of our competitors;
+Added: • the impact of shortages of components, commodities or other materials, including semiconductors, integrated circuits and batteries, and other supply chain disruptions;
+Added: • our ability to control costs, including our operating expenses, warranty obligations and the costs of the equipment we purchase;
+Added: • the timing and success of introductions of new solutions;
• competition, including entry into the industry by new competitors and new offerings by existing competitors;
+Added: • changes in our pricing policies or those of our competitors;
• our ability to successfully manage any past or future acquisitions, strategic transactions and integrations of businesses;
−Removed: • our ability to obtain, maintain, protect or enforce our intellectual property or proprietary rights (“IP”) and maintain the confidentiality of our trade secrets;
−Removed: • the amount and timing of expenditures, including those related to expanding our operations, increasing research and development, improving facilities and introducing new supply chain automation solutions;
+Added: • our ability to protect our patents, copyrights trademarks and trade secrets (“IP”) by obtaining, maintaining, and enforcing our IP rights;
+Added: • the amount and timing of expenditures, including those related to expanding our operations, increasing research and development and improving facilities;
• the ability to effectively manage growth within existing and new markets domestically and abroad;
−Removed: • changes in the payment terms for our System;
+Added: • changes in the payment terms of our customer contracts;
• the strength of regional, national and global economies;
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Due to the foregoing factors, and the other risks discussed in this Annual Report on Form 10-K, you should not rely on quarter-over-quarter and year-over-year comparisons of our operating results as an indicator of our future performance.
−Removed: Complex technology will need to be developed, both in-house and in coordination with our vendors and suppliers, for us to successfully produce and integrate our System with our customers’ existing warehouses, and there can be no assurance that they will be successfully developed.
−Removed: Our System requires a substantial amount of third-party and proprietary in-house software and complex hardware to be installed and operated in our customers’ warehouses.
−Removed: The development of such advanced technologies is inherently complex and costly, and we will need to coordinate with our vendors and suppliers to produce and integrate our System with our customers’ infrastructure.
−Removed: In the future, one or more of our third-party software or hardware providers may choose not to support the operation of their software, software services and infrastructure with our System, or our System may not support the capabilities needed to operate with such software, software services and infrastructure.
−Removed: Defects and errors may be revealed over time (and may not even be known until after our System has been deployed to our customers) and our control over the performance of third-party services and systems may be limited.
+Added: Complex technology will need to be developed and implemented, both in-house and in coordination with our vendors and suppliers, for us to successfully produce and integrate our systems with our customers’ existing warehouses, and there can be no assurance that they will be successfully developed and implemented.
+Added: Our systems require a substantial amount of third-party and proprietary in-house software and complex hardware to be installed and operated in our customers’ warehouses.
+Added: The development of such advanced technologies is inherently complex and costly, and we will need to coordinate with our vendors and suppliers to produce and integrate our systems with our customers’ infrastructure.
+Added: In the future, one or more of our third-party software or hardware providers may choose not to support the operation of their software, software services and infrastructure with our systems, or our systems may not support the capabilities needed to operate with such software, software services and infrastructure.
+Added: Defects and errors may be revealed over time (and may not even be known until after our systems have been deployed to our customers) and our control over the performance of third-party services and systems may be limited.
We may be unable to develop the necessary technology or meet the technological requirements and production timing to support our business plan.
−Removed: In addition, our System may not comply with the cost, performance useful life and warranty requirements we anticipate in our business plan.
+Added: In addition, our systems may not comply with the cost, performance useful life and warranty requirements we anticipate in our business plan.
+Added: Our warranty exposure could be exacerbated by the performance of third-party components or
+Added: integration with customer infrastructure, and we may not always be able to recover related costs from our vendors or suppliers.
+Added: Warranty obligations may exceed the reserves we have established, requiring us to incur additional unexpected costs.
As a result, our business plan could be significantly impacted and we may incur significant liabilities under warranty claims, which could adversely affect our business, prospects, financial condition and results of operations.
−Removed: We rely on senior management, technical experts, and other highly qualified personnel, including hardware and software engineers, and will need to hire and train additional personnel.
−Removed: Our success depends, in part, on our continuing ability to recruit, train, and develop highly qualified personnel.
−Removed: Experienced and highly skilled employees are in high demand and competition for these employees can be intense, particularly in our industry.
−Removed: Higher employee costs may also result from the high demand and competition for employees.
−Removed: with any company with limited resources, there can be no guarantee that we will be able to attract such individuals or that the presence of such individuals will necessarily translate into profitability for us.
−Removed: Challenges in attracting key employees and highly qualified personnel in a timely and cost-effective manner could materially adversely affect our business, financial, condition or results of operations.
−Removed: Our success depends on the continuing services of key employees.
−Removed: We believe the depth and quality of the experience of our management team with the retail supply chain, distribution logistics, automation and robotics technology is key to our ability to be successful.
−Removed: The loss of these individuals could materially and adversely affect our business and financial condition.
−Removed: If our employees seek to join a labor union, higher employee costs and increased risk of work stoppages or strikes could result.
−Removed: We also directly or indirectly rely on other companies with unionized workforces, including suppliers, and work stoppages or strikes at these companies could have a material adverse impact on our business and financial condition.
−Removed: Changes in laws and regulations related to employees, independent contractors, and temporary personnel may also lead to increased costs, reduced operational flexibility, and adversely affect our ability to staff our operations and manage workforce needs.
−Removed: Our System may not be successful or meet existing or future requirements in customer agreements with existing or future customers.
−Removed: We installed our first System in a customer distribution center in 2012 and launched our latest System in 2019.
−Removed: Since that time, we have continued to refine the robotics technology and capabilities of our System and anticipate continuing to upgrade our System and related software, services and products in the future.
−Removed: Any System, software, service or product we may launch in the future may not be well received by our customers, may not help us to generate new customers, may adversely affect the attrition rate of existing customers and may increase our customer acquisition costs and the costs to service our customers.
−Removed: Any revenue we may generate from these or other new Systems, software, services or products may be lower than revenue generated from our existing System, software and services and may not be sufficient for us to recoup our development or customer acquisition costs incurred, particularly if launch dates are delayed for any new System, software, services or products or we are unable to scale such System, products, software or services.
−Removed: In addition, any new System, software, services and products may require increased operational expenses or customer acquisition costs and present new and difficult technological and intellectual property challenges that may subject us to claims or complaints if our customers experience installation issues, service disruptions or failures or other quality issues.
−Removed: To the extent any new System, software, services and products are not successful, it could have an adverse impact on our business, financial condition, cash flows or results of operations.
−Removed: We rely on suppliers to provide equipment, components and services.
−Removed: Any disruption to our supply chain could adversely affect our business, financial condition and results of operations.
−Removed: We buy equipment, components and services, including electronic components and commodities, from third parties.
−Removed: These materials are sourced from a wide variety of suppliers around the world.
−Removed: We must effectively manage our supply chain to ensure timely, reliable and sufficient supply, on reasonably favorable terms, of the materials used in our manufacturing processes.
−Removed: Our reliance on suppliers involves certain risks, including:
−Removed: • a worker strike, which could impact the unloading, loading and movement of cargo at ports used by our carriers, which could lead to delays in shipments and arrival schedules;
−Removed: • poor quality or an insecure supply chain, which could adversely affect the reliability and reputation of our System;
−Removed: • cost increases due to inflation, exchange rate fluctuations, taxes, tariffs or commodity market volatility or other factors that affect our suppliers;
−Removed: • embargoes, sanctions and other trade restrictions that may affect our ability to purchase from various suppliers;
−Removed: • intellectual property challenges to ownership of rights or alleged infringement by suppliers;
−Removed: • shortages and untimely availability of components, commodities or other materials, including semiconductors and integrated circuits, which could adversely affect our manufacturing efficiencies, construction schedules and ability to make timely delivery of our Systems and services.
−Removed: Any of these uncertainties could adversely affect our profitability and ability to compete.
−Removed: If there are disruptions in our supply chain, the materials we rely on in our business may not be timely available, at reasonable rates, or at all.
−Removed: These disruptions could cause a delay in our manufacturing and construction of our System and thus a delay in our implementation schedules for our customers.
−Removed: We also maintain several single-source supplier relationships because the relationship is advantageous due to performance, quality, support, delivery, capacity or price considerations.
−Removed: Unavailability of, or delivery delays for, single-source components or products could adversely affect our ability to ship the related products in a timely manner.
−Removed: While substitute sources of supply are available, qualifying alternative suppliers and establishing reliable supplies could cost more or result in delays and a loss of sales.
−Removed: Certain of our supply agreements allow the supplier to terminate the agreement upon notice for any reason or no reason.
−Removed: This termination right could disrupt our operations, negatively impact our reputation and adversely affect our business, financial condition and results of operations.
−Removed: We rely on a number of suppliers for raw materials and components for our System and have entered into supply agreements with such suppliers.
−Removed: A number of these supply agreements provide the supplier with a termination right for any reason or no reason.
−Removed: If one of our suppliers terminates their relationship with us, or experiences a supply chain disruption, we could experience delays in our ability to deliver our System to our customers.
−Removed: In addition, while most raw materials and components for our System are available from multiple suppliers, certain of those items are only available from limited sources.
−Removed: Should any of these suppliers become unavailable or inadequate, or impose terms unacceptable to us, such as increased pricing terms, we could be required to spend a significant amount of time and expense to develop alternate sources of supply, and we may not be successful in doing so on terms acceptable to us, or at all.
−Removed: As a result, the loss of a supplier could adversely affect our relationship with our customers and our reputation, as well as our business, financial condition and results of operations.
+Added: We are required to assess our internal control over financial reporting and our management has identified a material weakness.
+Added: If our remediation of the material weakness is not effective, or we identify additional material weaknesses or other adverse findings in the future, our ability to report our financial condition or results of operations accurately or timely or prevent fraud may be adversely affected, which may result in a loss of investor confidence in our financial reports, significant expenses to remediate any internal control deficiencies, and ultimately have an adverse effect on the trading price of our common stock.
+Added: Effective internal controls over financial reporting are necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud.
+Added: Any failure to implement required new or improved controls, or difficulties encountered in their implementation could cause us to fail to meet our reporting obligations.
+Added: Pursuant to Section 404 of the Sarbanes-Oxley Act, or Section 404, we are required to furnish a report by our management on our internal control over financial reporting.
+Added: As we are no longer an “emerging growth company” as of the end of the fiscal year ended September 28, 2024, to achieve compliance with Section 404, we are required to document and test the operating effectiveness of our internal control over financial reporting, which is both costly and challenging.
+Added: The rules governing the standards that must be met for management to assess our internal control over financial reporting are complex and require significant documentation, testing and possible remediation.
+Added: Annually, we perform activities that include reviewing, documenting and testing our internal control over financial reporting.
+Added: In addition, if we fail to maintain the adequacy of our internal control over financial reporting, we will not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002.
+Added: If we fail to achieve and maintain an effective internal control environment, we could suffer misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information.
+Added: This could result in significant expenses to remediate any internal control deficiencies and lead to a decline in our stock price.
+Added: Our management has conducted an evaluation of the effectiveness of our internal control over financial reporting as of September 27, 2025.
+Added: Based upon this evaluation and those criteria, management concluded that, as of September 27, 2025, the Company’s internal control over financial reporting was not effective due to the identification of a material weakness.
+Added: As of September 27, 2025, the Company did not effectively design procedures and controls over the timing of the recognition of cost of revenue.
+Added: This resulted in timing discrepancies on the recognition of cost of revenue.
+Added: Given that we recognize revenue on a percentage of completion basis, this also resulted in timing discrepancies on the recognition of revenue.
+Added: This deficiency in internal control over financial reporting constituted a material weakness.
+Added: For further discussion of this material weakness, see Item 9A.
+Added: Controls and Procedures.
+Added: A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.
+Added: We may be unable to conclude in future periods that our disclosure controls and procedures are effective due to the effects of various factors, which may, in part, include unremediated material weaknesses in internal controls over financial reporting.
+Added: Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in those reports is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
+Added: Management is committed to maintaining a strong internal control environment and believes its remediation efforts will represent an improvement in existing controls.
+Added: Management anticipates that the new controls, as implemented and when tested for a sufficient period of time, will remediate the material weaknesses.
+Added: We may not be successful in promptly remediating the material weaknesses identified by management or be able to identify and remediate additional control deficiencies, including material weaknesses, in the future.
+Added: Remediation efforts have placed, and will continue to place, a significant burden on management and add increased pressure on our financial reporting resources and processes.
+Added: The accuracy of our financial reporting and our ability to timely file with the SEC may in the future be adversely impacted if we are unable to successfully remediate the material weaknesses in a timely manner, or if any additional material weaknesses in our internal control over financial reporting are identified.
+Added: Our systems may not be successful or meet existing or future requirements in customer agreements with existing or future customers.
+Added: Our first case picking system became Operational at a customer distribution center in 2012 and our latest version of our case picking system became Operational at a customer distribution center in 2019.
+Added: Our first BreakPack system became Operational at a customer distribution center in 2025.
+Added: Since that time, we have continued to refine the robotics technology and capabilities of our systems and anticipate continuing to upgrade our systems and services in the future.
+Added: Our BreakPack and micro-fulfillment systems, as well as any other system, software, service or product we may launch in the future, may not be well received by our customers, may not help us to generate new customers, may adversely affect the attrition rate of existing customers and may increase our customer acquisition costs and the costs to service our customers.
+Added: Any revenue we may generate from them may be lower than revenue generated from our existing systems and services and may not be sufficient for us to recoup our development or customer acquisition costs incurred, particularly if launch dates are delayed or we are unable to scale.
+Added: In addition, BreakPack, and the micro-fulfillment systems, as well as any new system, software, services and products may require increased operational expenses or customer acquisition costs and present new and difficult technological and intellectual property challenges that may subject us to claims or complaints if our customers experience installation issues, service disruptions or failures or other quality issues.
+Added: To the extent any of these systems or products are not successful, it could have an adverse impact on our business, financial condition, cash flow or results of operations.
The markets in which we participate are competitive.
Many companies, including large retail and e-commerce companies, companies that offer point solutions or other comprehensive or specific supply chain functionalities and other companies that focus on automated technologies, may target the markets in which we do business.
−Removed: Additionally, our customers and potential customers may develop in-house solutions that compete with our System.
+Added: Additionally, our customers and potential customers may develop in-house solutions that compete with our systems.
If we are unable to compete effectively, our sales and profitability could be adversely affected.
−Removed: We provide a System that offers a comprehensive supply chain automation solution.
−Removed: Accordingly, we compete with a number of companies that offer solutions to the retail distribution market, including companies that offer (i) point solutions such as Grey Orange, Locus Robotics, Vecna, OPEX, Fetch and Berkshire Grey;
−Removed: (ii) comprehensive solutions, which are comprised of a disparate set of point solutions such as Witron, Knapp AG, Honeywell, Dematic, Vanderlande, SSI Schaefer and Swisslog;
−Removed: and (iii) solutions that focus exclusively on e-commerce, such as Exotec, Ocado and AutoStore.
−Removed: Although we believe that our System is significantly differentiated from these offerings, the markets in which we participate may become more competitive in the future.
+Added: We provide systems that offer a comprehensive supply chain automation solution.
+Added: Accordingly, we compete with a number of companies that offer solutions to the retail distribution market, including companies that offer (i) comprehensive solutions, which are comprised of a disparate set of point solutions such as Witron, Knapp AG, Honeywell, Dematic, Vanderlande, SSI Schaefer and Swisslog;
+Added: and (ii) solutions that focus exclusively on micro-fulfillment, such as Exotec, Ocado, AutoStore, Geek+, Hai Robotics and Knapp AG.
+Added: Although we believe that our systems are significantly differentiated, the markets in which we participate may become more competitive in the future.
Our ability to compete depends on a number of factors, including:
−Removed: • our System’s price, functionality, performance, ease of use, ease of installation, reliability, availability and cost effectiveness relative to that of our competitors’ products;
+Added: • our systems’ prices, functionality, performance, ease of use, ease of installation, reliability, availability and cost effectiveness relative to that of our competitors’ products;
• our success in utilizing new and proprietary technologies (including software) to offer solutions and features previously not available in the marketplace;
−Removed: • our success in identifying new markets, applications and technologies and evolving our System to address these markets;
+Added: • our success in identifying new markets, applications and technologies and evolving our systems to address these markets;
• our ability to attract and retain customers;
2 unchanged sentences
Our customers may also internally develop their own automated solutions for their warehouses.
−Removed: Our market may need further education on the value of automated solutions and our System and on how to integrate them into current operations.
−Removed: A lack of understanding as to how our automated solution operates may cause potential customers to prefer more traditional technologies, limited point solutions or internally developed automated processes or to be cautious about investing in our
+Added: Our market may need further education on the value of automated supply chain solutions and our systems and on how to integrate them into current operations.
+Added: A lack of understanding as to how our systems operate may cause potential customers to prefer more traditional technologies, limited point solutions or internally developed automated processes or to be cautious about investing in our systems.
If we are unable to educate potential customers and change the market’s readiness to accept our technology, then our business, results of operations and financial condition may be harmed.
−Removed: If we are unable to develop new solutions, adapt to technological change, sell our software, services and System into new markets or further penetrate our existing markets, our revenue may not grow as expected.
−Removed: Our ability to increase sales will depend, in large part, on our ability to enhance and improve our System, software and services timely introduce new robotic technology and automation solutions, sell into new markets and further penetrate our existing markets.
+Added: If we are unable to develop new solutions, adapt to technological change, sell our systems, services and software into new markets or further penetrate our existing markets, our revenue may not grow as expected.
+Added: Our ability to increase sales will depend, in large part, on our ability to enhance and improve our systems, services and software, timely introduce new robotic technology and automation solutions, sell into new markets and further penetrate our
+Added: existing markets.
As a result, we must continually invest resources in product development and successfully incorporate and develop new technology.
Developing upgrades and new supply chain automation solutions are costly and impose burdens on our internal teams, including management, compliance, and product development.
−Removed: The success of any enhancement or new System, software, services and products depends on several factors, including timely completion, competitive pricing, introduction and market acceptance of such System, software, services and products and our ability to develop and maintain relationships with customers and vendors.
+Added: The success of any enhancement or new system, software, services and products depend on several factors, including timely completion, competitive pricing, introduction and market acceptance and our ability to develop and maintain relationships with customers and vendors.
Any new system, software, service and product we develop or acquire may not be introduced in a timely or cost-effective manner.
−Removed: Any new markets into which we attempt to sell our System and services may not be receptive.
−Removed: Our ability to further penetrate our existing markets depends on the pricing, quality, availability and reliability of our System, software and services and our ability to design them to meet customer demand and price.
+Added: Any new markets into which we attempt to sell our systems, services and software may not be receptive.
+Added: Our ability to further penetrate our existing markets depends on the pricing, quality, availability and reliability of our systems, services and software and our ability to design them to meet customer demand and price.
Similarly, if any of our competitors implement new technologies before we are able to implement ours, those competitors may be able to provide more effective products, possibly at lower prices.
−Removed: If we are unable to provide a System that customers want at a competitive price, then our customers may become dissatisfied and use competitors’ services.
+Added: If we are unable to provide systems that customers want at a competitive price, then our customers may become dissatisfied and use competitors’ services.
Any delay or failure in the introduction of new or enhanced solutions could harm our business, financial condition, cash flows and results of operations.
8 unchanged sentences
There are no guarantees we will be able to do so in an efficient or timely manner, or at all.
−Removed: Our System, software and services may be affected from time to time by design and manufacturing defects that could adversely affect our business, financial condition and results of operations and result in harm to our reputation.
−Removed: Our System constitutes complex software and hardware that can be affected by design and manufacturing defects.
+Added: Inflation, tariffs, customs duties and other increases in manufacturing and operating costs could adversely affect our cash flow as well as our business, financial condition and results of operations.
+Added: Our operating costs are subject to fluctuations, particularly due to changes in prices for commodities, parts, raw materials, energy and related utilities, freight and labor, which may be driven by inflation, prevailing price levels, exchange rates, changes in trade agreements and trade protection measures including tariffs and other economic factors.
+Added: In the past, our operating costs have been impacted by price inflation and these costs may continue to be so impacted.
+Added: has enacted various trade actions, including imposing tariffs on certain goods we import from other countries, which has also contributed to higher costs for some commodities and raw materials.
+Added: Additional tariffs imposed by the U.S., or further retaliatory trade measures taken by other countries, could increase the cost of our systems that we may not be able to offset.
+Added: Actions we take to mitigate volatility in manufacturing and operating costs may not be successful and, as a result, our financial condition, cash flows and results of operations could be adversely affected.
+Added: We rely on suppliers to provide equipment, components and services.
+Added: Any disruption to our supply chain could adversely affect our business, financial condition and results of operations.
+Added: We buy equipment, components and services, including electronic components and commodities, from third parties.
+Added: These materials are sourced from a wide variety of suppliers around the world.
+Added: We must effectively manage our supply chain to ensure timely, reliable and sufficient supply, on reasonably favorable terms, of the materials used in our manufacturing processes.
+Added: Our reliance on suppliers involves certain risks, including:
+Added: • a worker strike, which could impact the unloading, loading and movement of cargo at ports used by our carriers, which could lead to delays in shipments and arrival schedules;
+Added: • poor quality or an insecure supply chain, which could adversely affect the reliability and reputation of our systems;
+Added: • cost increases due to inflation, exchange rate fluctuations, taxes, tariffs or commodity market volatility or other factors that affect our suppliers;
+Added: • embargoes, sanctions and other trade restrictions that may affect our ability to purchase from various suppliers;
+Added: • IP challenges to ownership of rights or alleged infringement by suppliers;
+Added: • shortages and untimely availability of components, commodities or other materials, including semiconductors and integrated circuits, which could adversely affect our manufacturing efficiencies, construction schedules and ability to make timely delivery of our systems and services.
+Added: Any of these uncertainties could adversely affect our profitability and ability to compete.
+Added: If there are disruptions in our supply chain, the materials we rely on in our business may not be timely available at reasonable rates, or at all.
+Added: These disruptions could cause a delay in our manufacturing and construction of our systems and thus a delay in our implementation schedules for our customers.
+Added: We also maintain several single-source supplier relationships because the relationship is advantageous due to performance, quality, support, delivery, capacity or price considerations.
+Added: Unavailability of, or delivery delays for, single-source components or products could adversely affect our ability to ship the related products in a timely manner.
+Added: While substitute sources of supply are available, qualifying alternative suppliers and establishing reliable supplies could cost more or result in delays and a loss of sales.
+Added: Certain of our supply agreements allow the supplier to terminate the agreement upon notice for any reason or no reason.
+Added: This termination right could disrupt our operations, negatively impact our reputation and adversely affect our business, financial condition and results of operations.
+Added: We rely on a number of suppliers for raw materials and components for our systems and have entered into supply agreements with such suppliers.
+Added: A number of these supply agreements provide the supplier with a termination right for any reason or no reason.
+Added: If one of our suppliers terminates their relationship with us, or experiences a supply chain disruption, we could experience delays in our ability to deliver our systems to our customers.
+Added: In addition, while most raw materials and components for our systems are available from multiple suppliers, certain of those items are only available from limited sources.
+Added: Should any of these suppliers become unavailable or inadequate, or impose terms unacceptable to us, such as increased pricing terms, we could be required to spend a significant amount of time and expense to develop alternate sources of supply, and we may not be successful in doing so on terms acceptable to us, or at all.
+Added: As a result, the loss of a supplier could adversely affect our relationship with our customers and our reputation, as well as our business, financial condition and results of operations.
+Added: Our systems, services and software may be affected from time to time by design and manufacturing defects that could adversely affect our business, financial condition and results of operations and result in harm to our reputation.
+Added: Our systems constitute complex software and hardware that can be affected by design and manufacturing defects.
Our sophisticated solution may have issues that can unexpectedly interfere with the intended operation of our hardware or software products.
−Removed: Defects may also exist in components and products that we source from third parties or the System may not be implemented or used correctly or as intended.
−Removed: Any such defects or incorrect implementation or use could make our System, software and services unsafe, create a risk of property damage and personal injury, and subject us to the hazards and uncertainties of product liability claims and related litigation.
−Removed: In addition, from time to time, we may experience outages, service slowdowns or errors that affect our System and software.
−Removed: As a result, our System may not perform as anticipated and may not meet customer expectations.
−Removed: There can be no assurance that we will be able to detect and fix all issues and defects in our System, software and services.
−Removed: Failure to do so could result in widespread technical and performance issues in our System and services and could lead to claims against us.
+Added: Defects may also exist in components and products that we source from third-parties or the systems may not be implemented or used correctly or as intended.
+Added: Any such defects or incorrect implementation or use could make our systems, services and software unsafe, create a risk of property damage and personal injury, and subject us to the hazards and uncertainties of product liability claims and related litigation.
+Added: In addition, from time to time, we may experience outages, service slowdowns or errors that affect our systems and software.
+Added: As a result, our systems may not perform as anticipated and may not meet customer expectations.
+Added: There can be no assurance that we will be able to detect and fix all issues and defects in our systems, services and software.
+Added: Failure to do so could result in widespread technical and performance issues in our systems, services and software and could lead to claims against us.
We maintain general liability insurance;
however, claims related to design and manufacturing defects may subject us to judgments or settlements that result in damages materially in excess of the limits of our insurance coverage.
−Removed: In addition, we
−Removed: may be exposed to recalls, product replacements or modifications, write-offs of inventory, property, plant and equipment or intangible assets, and significant warranty and other expenses such as litigation costs and regulatory fines.
+Added: In addition, we may be exposed to recalls, product replacements or modifications, write-offs of inventory, property, plant and equipment or intangible assets, and significant warranty and other expenses such as litigation costs and regulatory fines.
If we cannot successfully defend any large claim, maintain our general liability insurance on acceptable terms or maintain adequate coverage against potential claims, our financial results could be adversely impacted.
−Removed: If we fail to adapt and respond effectively to rapidly changing technology, evolving industry standards and changing business needs, requirements or preferences, our System may become less competitive.
−Removed: Our future business and financial success will depend on our ability to continue to anticipate the needs of our current and potential customers and to enhance and improve our System, software and services, introduce new robotic technology and automation solutions in a timely manner, sell into new markets and further penetrate our existing markets.
−Removed: To be successful, we must be able to quickly adapt to changes in technology, industry standards and business needs of our customers by continually enhancing our technology, services and solutions.
−Removed: Developing new software, services and products and upgrades to our existing System, software and services as well as integrating and coordinating our current System, software and services imposes burdens on our internal teams, including management, compliance, and product development.
−Removed: These processes are costly, and our efforts to develop, integrate and enhance our System, software and services may not be successful.
+Added: If we fail to adapt and respond effectively to rapidly changing technology, evolving industry standards and changing business needs, requirements or preferences, our systems may become less competitive.
+Added: Our future business and financial success will depend on our ability to continue to anticipate the needs of our current and potential customers and to enhance and improve our systems, services and software, introduce new robotic technology and automation solutions in a timely manner, sell into new markets and further penetrate our existing markets.
+Added: To be successful, we must be able to quickly adapt to changes in technology, industry standards and the business needs of our customers by continually enhancing our technology, services and solutions.
+Added: Developing new software, services and products and upgrades to our existing systems, services and software as well as integrating and coordinating our current systems, services and software imposes burdens on our internal teams, including management, compliance, and product development.
+Added: These processes are costly, and our efforts to develop, integrate and enhance our systems, services and software may not be successful.
Our success also depends on our continued improvements to provide products and services that are attractive to our customers.
2 unchanged sentences
If we are unable to continue offering innovative software, services and products, we may be unable to attract additional customers or retain our existing customers, which could harm our business, results of operations and financial condition.
−Removed: Inflation, tariffs, customs duties and other increases in manufacturing and operating costs could adversely affect our cash flow as well as our business, financial condition and results of operations.
−Removed: Our operating costs are subject to fluctuations, particularly due to changes in prices for commodities, parts, raw materials, energy and related utilities, freight and labor, which may be driven by inflation, prevailing price levels, exchange rates, changes in trade agreements and trade protection measures including tariffs and other economic factors.
−Removed: In the past, our operating costs have been impacted by price inflation and these costs may continue to be so impacted.
−Removed: has enacted various trade actions, including imposing tariffs on certain goods we import from other countries, which has also contributed to higher costs for some commodities and raw materials.
−Removed: Additional tariffs imposed by the U.S., or further retaliatory trade measures taken by other countries, could increase the cost of our System that we may not be able to offset.
−Removed: Actions we take to mitigate volatility in manufacturing and operating costs may not be successful and, as a result, our financial condition, cash flows and results of operations could be adversely affected.
+Added: We may experience risks associated with future mergers, acquisitions or dispositions of businesses or assets or other strategic transactions or joint ventures.
+Added: We may pursue mergers, acquisitions or dispositions of businesses or assets or other strategic transactions that we believe will enable us to strengthen or broaden our business.
+Added: We established the GreenBox joint venture in July 2023, acquired substantially all of the assets of Veo Robotics in July 2024 and OhmiLabs in December 2024 and acquired the ASR business from Walmart in January 2025.
+Added: However, in the future, we may be unable to identify suitable companies, businesses or assets, reach agreement on potential strategic transactions on acceptable terms and manage the impacts of such transactions on our business.
+Added: Moreover, mergers, acquisitions, dispositions and other strategic transactions involve various risks including, but not limited to:
+Added: • integrating or disposing of a business;
+Added: • introducing new or improved supply chain automation solutions;
+Added: • unanticipated changes in customer, supplier and other third-party relationships,
+Added: • diversion of management’s attention from day-to-day operations,
+Added: • failure to realize the anticipated benefits of such transactions, such as cost savings and revenue enhancements,
+Added: • substantial transaction costs, and
+Added: • potential impairment resulting from the overpayment for an acquisition or adverse changes in business performance.
+Added: Future mergers or acquisitions may require us to obtain additional equity or debt financing, which may not be available on attractive terms.
+Added: Moreover, to the extent a transaction financed by non-equity consideration results in goodwill, it will reduce our tangible net worth, which might have an adverse effect on credit availability.
+Added: For all these reasons, mergers, acquisitions or dispositions of businesses or assets or other strategic transactions could cause our actual results to differ materially from those anticipated.
+Added: We may also choose to divest certain businesses or product lines that no longer fit with our strategic objectives.
+Added: If we decide to sell assets or a business, we may have difficulty obtaining terms acceptable to us in a timely manner, or at all.
+Added: Additionally, the terms of such potential transactions may expose us to ongoing obligations and liabilities.
+Added: We rely on senior management, technical experts, and other highly qualified personnel, including hardware and software engineers, and will need to hire and train additional personnel.
+Added: Our success depends, in part, on our continuing ability to recruit, train, and develop highly qualified personnel.
+Added: Experienced and highly skilled employees are in high demand and competition for these employees can be intense, particularly in our industry.
+Added: Higher employee costs may also result from the high demand and competition for employees.
+Added: As with any company with limited resources, there can be no guarantee that we will be able to attract such individuals or that the
+Added: presence of such individuals will necessarily translate into profitability for us.
+Added: Challenges in attracting key employees and highly qualified personnel in a timely and cost-effective manner could materially adversely affect our business, financial, condition or results of operations.
+Added: Our success depends on the continuing services of key employees.
+Added: We believe the depth and quality of the experience of our management team with the retail supply chain, distribution logistics, automation and robotics technology are key to our ability to be successful.
+Added: The loss of these individuals could materially and adversely affect our business and financial condition.
+Added: If our employees seek to join a labor union, higher employee costs and increased risk of work stoppages or strikes could result.
+Added: We also directly or indirectly rely on other companies with unionized workforces, including suppliers, and work stoppages or strikes at these companies could have a material adverse impact on our business and financial condition.
+Added: Changes in laws and regulations related to employees, independent contractors, and temporary personnel may also lead to increased costs, reduced operational flexibility, and adversely affect our ability to staff our operations and manage workforce needs.
+Added: Shifts in the domestic labor market could further restrict our access to talent, delay or prevent the timely hiring of highly qualified personnel, and increase administrative, compliance, and operational costs.
+Added: Any such developments could make it more difficult or costly for us to maintain the workforce needed to execute our strategy.
+Added: We are in the process of expanding into new international markets, which exposes us to risks such as competition for skilled talent, wage inflation and unfamiliar labor and regulatory requirements.
+Added: Managing remote teams, complying with complex local laws, and aligning new employees with our global culture may increase costs and reduce flexibility.
Our financial performance is subject to risks of foreign exchange fluctuation, which could result in foreign exchange losses.
We may be exposed to fluctuations of the U.S.
−Removed: dollar against certain other currencies, including the Mexican Peso, because we publish our financial statements in U.S.
+Added: dollar against certain other currencies, including the Euro and Mexican Peso, because we publish our financial statements in U.S.
dollars, while some of our assets, liabilities, revenues and costs are or will be denominated in other currencies.
12 unchanged sentences
Research and development and improvement of our facilities is capital-intensive and may require capital investment to fund.
−Removed: On February 26, 2024, we completed a sale in an underwritten offering of 10,000,000 shares of our Class A common stock.
+Added: In February 2024, we completed a sale in an underwritten offering of 10,000,000 shares of our Class A common stock.
Our net proceeds, after deducting underwriting discounts and commissions and our offering expenses, were approximately $197 million.
−Removed: However, there can be no assurance that we will have access to further capital if we need on favorable terms when required, or at all.
+Added: However, there can be no assurance that we will have access to further capital if we need it on favorable terms when required, or at all.
If we cannot raise additional funds when we need them, our financial condition, business, prospects and results of operations could be materially adversely affected.
1 unchanged sentence
We may also raise funds through the sale of additional equity securities, which could dilute our stockholders.
−Removed: We may experience risks associated with future mergers, acquisitions or dispositions of businesses or assets or other strategic transactions or joint ventures.
−Removed: We may pursue mergers, acquisitions or dispositions of businesses or assets or other strategic transactions that we believe will enable us to strengthen or broaden our business.
−Removed: We established the GreenBox joint venture in July 2023 and acquired substantially all of the assets of Veo Robotics in July 2024.
−Removed: However, we may be unable to identify suitable companies, businesses or assets, reach agreement on potential strategic transactions on acceptable terms and manage the impacts of such transactions on our business.
−Removed: Moreover, mergers, acquisitions, dispositions and other strategic transactions involve various risks including, but not limited to:
−Removed: • integrating or disposing of a business;
−Removed: • introducing new or improved supply chain automation solutions;
−Removed: • unanticipated changes in customer, supplier and other third-party relationships,
−Removed: • diversion of management’s attention from day-to-day operations,
−Removed: • failure to realize the anticipated benefits of such transactions, such as cost savings and revenue enhancements,
−Removed: • substantial transaction costs, and
−Removed: • potential impairment resulting from the overpayment for an acquisition.
−Removed: Future mergers or acquisitions may require us to obtain additional equity or debt financing, which may not be available on attractive terms.
−Removed: Moreover, to the extent a transaction financed by non-equity consideration results in goodwill, it will reduce our tangible net worth, which might have an adverse effect on credit availability.
−Removed: For all these reasons, mergers, acquisitions or dispositions of businesses or assets or other strategic transactions could cause our actual results to differ materially from those anticipated.
−Removed: We may also choose to divest certain businesses or product lines that no longer fit with our strategic objectives.
−Removed: If we decide to sell assets or a business, we may have difficulty obtaining terms acceptable to us in a timely manner, or at all.
−Removed: Additionally, the terms of such potential transactions may expose us to ongoing obligations and liabilities.
−Removed: If demand for our System does not grow as we expect, or if market adoption of A.I.-enabled robotics and supply chain automation solutions does not continue to develop, or develops slower than we expect, our future revenue may stagnate or decline and our business may be adversely affected.
+Added: If demand for our systems does not grow as we expect, or if market adoption of A.I.-powered robotics and supply chain automation solutions does not continue to develop, or develops slower than we expect, our future revenue may stagnate or decline and our business may be adversely affected.
The supply chain automation industry is rapidly growing and developing.
We may not be able to develop effective strategies to raise awareness among potential customers of the benefits of A.I.
−Removed: enabled robotics and automation and our System may not address the specific needs or provide the level of functionality required by potential customers to encourage the continuation of the shift towards supply chain automation.
−Removed: If supply chain automation technology does not continue to gain broader market acceptance as an alternative to conventional manual operations, or if the marketplace adopts supply chain automation technologies that differ from ours, we may not be able to increase or sustain the level of sales of our solution, retain existing customers or attract new customers, and our operating results would be adversely affected as a result.
−Removed: Laws and regulations governing robotics and supply chain automation industries are still developing and may restrict our business or increase the costs of our System, making our System less competitive or adversely affecting our revenue growth.
−Removed: We are subject to laws and regulations relating to the robotics and supply chain automation industries in the jurisdictions in which we conduct our business or in some circumstances, of those jurisdictions in which we offer our System.
−Removed: Our System utilizes emerging tools and technologies, such as artificial intelligence, which may also become subject to regulation under new laws or new applications of existing laws.
−Removed: These laws and regulations are developing and vary from one jurisdiction to another and future legislative and regulatory action, court decisions or other governmental action, which may be affected by, among other things, political pressures, attitudes and climates, as well as personal biases, may have a material and adverse impact on our operations and financial results.
−Removed: Our warehousing facilities are subject to various compliance requirements, including those of OSHA and other workplace safety agencies, and compliance costs could increase as we scale our System.
−Removed: Our warehousing facilities are subject to numerous federal and state laws and regulations, including those of OSHA, a regulatory agency of the United States Department of Labor.
+Added: enabled robotics and automation and our systems may not address the specific needs or provide the level of functionality required by potential customers to encourage the continuation of the shift towards supply chain automation.
+Added: If supply chain automation technology does not continue to gain broader market acceptance as an alternative to conventional manual operations, or if the marketplace adopts supply chain automation technologies that differ from ours, we may not be able to increase or sustain the level of sales of our solutions, retain existing customers or attract new customers, and our operating results would be adversely affected as a result.
+Added: Laws and regulations governing robotics and supply chain automation industries are still developing and may restrict our business or increase the costs of our systems, making our systems less competitive or adversely affecting our revenue growth.
+Added: We are subject to laws and regulations relating to the robotics and supply chain automation industries in the jurisdictions in which we conduct our business or in some circumstances, of those jurisdictions in which we offer our systems.
+Added: Our systems utilize emerging tools and technologies, such as A.I., which may also become subject to regulation under new laws or new applications of existing laws.
+Added: These laws and regulations are developing and vary from one jurisdiction to another.
+Added: Future legislative and regulatory action, court decisions or other governmental action may be affected by, among other things, political pressures, attitudes and climates, as well as personal biases, and may have a material and adverse impact on our operations and financial results.
+Added: Our facilities are subject to various compliance requirements, including those of OSHA and other workplace safety agencies, and compliance costs could increase as we scale our systems.
+Added: Our facilities are subject to numerous federal and state laws and regulations, including those of OSHA, a regulatory agency of the United States Department of Labor.
In particular, our facilities are subject to oversight and regulation under local ordinances, building, zoning and fire codes, environmental protection regulation, and other rules and regulations.
1 unchanged sentence
Our failure to hold a given license or certificate, whether by expiration, nonrenewal, modification or termination, may impair our ability to perform our obligations under our customer contracts.
−Removed: Such licenses or certificates may require us to operate in ways that incur substantial compliance costs, particularly as we seek to scale our System.
+Added: Such licenses or certificates may require us to operate in ways that incur substantial compliance costs, particularly as we seek to scale our systems.
Supply chain interruptions may increase our costs or reduce our revenue.
We depend on good vendor relationships and the effectiveness of our supply chain management to ensure reliable and sufficient supply, on reasonably favorable terms, of materials used in our manufacturing processes.
−Removed: The materials we purchase and use in the ordinary course of business are sourced from a wide variety of suppliers around the world, including Germany, Italy, Sweden, Mexico, the United States and China.
+Added: The materials we purchase and use in the ordinary course of business are sourced from a wide variety of suppliers around the world including Germany, Italy, Sweden, Mexico, the United States, Canada and China.
Disruptions in the supply chain may result from public health crises, such as the COVID-19 pandemic, or from weather-related events, natural disasters, trade restrictions, tariffs, border controls, acts of war, terrorist attacks, third-party strikes, work stoppages or slowdowns, shipping capacity constraints, supply or shipping interruptions or other factors beyond our control.
In the event of disruptions in our existing supply chain, the labor and materials we rely on in the ordinary course of our business may not be available at reasonable rates or at all.
−Removed: Further, we may not be able to recover such additional costs under our agreements with our customers.
+Added: If the costs in our supply chain increase, we may not be able to recover such additional costs under our agreements with our customers or offset such costs in new customer agreements.
Our supply chain also depends on third-party warehouses and logistics providers.
Any disruption in the supply, storage or delivery of materials could disrupt our operations, which may cause harm to our reputation and results of operations.
−Removed: We are required to assess our internal control over financial reporting and our management has identified material weaknesses.
−Removed: If our remediation of the material weaknesses is not effective, or we identify additional material weaknesses or other adverse findings in the future, our ability to report our financial condition or results of operations accurately or timely or prevent fraud may be adversely affected, which may result in a loss of investor confidence in our financial reports, significant expenses to remediate any internal control deficiencies, and ultimately have an adverse effect on the trading price of our common stock.
−Removed: Effective internal controls over financial reporting are necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud.
−Removed: Any failure to implement required new or improved controls, or difficulties encountered in their implementation could cause us to fail to meet our reporting obligations.
−Removed: Pursuant to Section 404 of the Sarbanes-Oxley Act, or Section 404, we are required to furnish a report by our management on our internal control over financial reporting.
−Removed: As we are no longer an “emerging growth company” as of the end of the fiscal year ended September 28, 2024, to achieve compliance with Section 404, we are required to document and test the operating effectiveness of our internal control over financial reporting, which is both costly and challenging.
−Removed: The rules governing the standards that must be met for management to assess our internal control over financial reporting are complex and require significant documentation, testing and possible remediation.
−Removed: Annually, we perform activities that include reviewing, documenting and testing our internal control over financial reporting.
−Removed: In addition, if we fail to maintain the adequacy of our internal control over financial reporting, we will not be able to conclude on an ongoing basis that we have effective internal
−Removed: control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002.
−Removed: If we fail to achieve and maintain an effective internal control environment, we could suffer misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information.
−Removed: This could result in significant expenses to remediate any internal control deficiencies and lead to a decline in our stock price.
−Removed: Our management has conducted an evaluation of the effectiveness of our internal control over financial reporting as of September 28, 2024.
−Removed: Based upon this evaluation and those criteria, management concluded that, as of September 28, 2024, the Company’s internal control over financial reporting was not effective due to the identification of material weaknesses.
−Removed: As of September 28, 2024, the Company did not effectively design procedures and controls over the timing of the recognition of cost of revenue.
−Removed: This resulted in the acceleration of the recognition of cost of revenue.
−Removed: Given that we recognize revenue on a percentage of completion basis, this resulted in the acceleration of recognition of revenue.
−Removed: Additionally, the Company did not effectively design and execute controls over revenue recognition related to cost overruns on certain deployments that will not be billable.
−Removed: This resulted in an overstatement of revenue during the year.
−Removed: These deficiencies in internal control over financial reporting constituted material weaknesses.
−Removed: For further discussion of these material weaknesses, see Item 9A.
−Removed: Controls and Procedures .
−Removed: A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.
−Removed: We may be unable to conclude in future periods that our disclosure controls and procedures are effective due to the effects of various factors, which may, in part, include unremediated material weaknesses in internal controls over financial reporting.
−Removed: Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in those reports is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
−Removed: Management is committed to maintaining a strong internal control environment and believes its remediation efforts will represent an improvement in existing controls.
−Removed: Management anticipates that the new controls, as implemented and when tested for a sufficient period of time, will remediate the material weaknesses.
−Removed: We may not be successful in promptly remediating the material weaknesses identified by management or be able to identify and remediate additional control deficiencies, including material weaknesses, in the future.
−Removed: Remediation efforts have placed, and will continue to place, a significant burden on management and add increased pressure on our financial reporting resources and processes.
−Removed: The accuracy of our financial reporting and our ability to timely file with the SEC may in the future be adversely impacted if we are unable to successfully remediate the material weaknesses in a timely manner, or if any additional material weaknesses in our internal control over financial reporting are identified.
Risks Related to Intellectual Property
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We may become subject to IP disputes.
−Removed: Our success depends, in part, on our ability to develop and commercialize our System without infringing, misappropriating or otherwise violating the IP of third parties.
−Removed: However, we may not be aware that our System infringes, misappropriates or otherwise violates third-party IP, and such third parties may bring claims alleging such infringement, misappropriation or violation.
−Removed: Companies, organizations or individuals, including our competitors, may own or obtain patents, copyrights, trademarks, trade secrets, or other IP that would prevent or limit our ability to develop, manufacture or sell our System, which could make it more difficult for us to operate our business.
−Removed: We may receive inquiries from IP owners inquiring whether we have infringed upon, misappropriated or violated their IP, or otherwise not complied with the terms and conditions such rights may be subject to (including open source software licenses).
+Added: Our success depends, in part, on our ability to develop and commercialize our systems without infringing, misappropriating or otherwise violating the IP of third parties.
+Added: However, we may not be aware that our systems infringe, misappropriate or otherwise violate third-party IP, and such third parties may bring claims alleging such infringement, misappropriation or violation.
+Added: Companies, organizations or individuals, including our competitors, may own or obtain IP rights that would prevent or limit our ability to make, use, sell or import one or more components of our systems, which could make it more difficult for us to operate our business.
+Added: We may receive inquiries from IP owners inquiring whether we have infringed upon, misappropriated or violated their IP rights, or otherwise not complied with the terms and conditions such rights may be subject to (including open-source software licenses).
Companies owning IP, including those relating to supply chain automation, may allege infringement, misappropriation or violation of such rights.
Any litigation may also involve patent holding companies or other adverse patent owners that have no relevant product revenue, and therefore, our patent applications may provide little or no deterrence as we would not be able to assert them against such entities or individuals.
−Removed: If a third-party obtains an injunction preventing us from using our IP, or if we cannot license or develop alternative technology for any infringing aspect of our business, we would be forced to limit or stop sales of our System and services or cease business activities related to such IP.
+Added: If a third-party obtains an injunction preventing us from using our IP, or if we cannot license or develop alternative technology for any infringing aspect of our business, we would be forced to limit or stop sales of our systems and services or cease business activities related to such IP.
In response to a determination that we have infringed upon, misappropriated or violated a third-party’s IP (including through our indemnification obligations), we may be required to do one or more of the following:
−Removed: • cease development, sales or use of our System that incorporates or is covered by the asserted IP;
+Added: • cease development, sales or use of our systems that incorporate or is covered by the asserted IP;
• pay substantial damages, including through settlement payments or indemnification obligations (including legal fees);
• obtain a license from the owner of the asserted IP, which license may not be available on reasonable terms or at all;
−Removed: • redesign one or more aspects of our System that is alleged to infringe, misappropriate or violate any third-party IP.
+Added: • redesign one or more aspects of our systems that is alleged to infringe, misappropriate or violate any third-party IP.
A successful claim of infringement, violation or misappropriation against us could materially adversely affect our business, financial, condition or results of operations.
Any legal proceedings or claims, whether valid or invalid, could result in substantial costs and diversion of resources.
−Removed: If third parties successfully oppose or challenge our IP or successfully claim that we infringe, misappropriate or otherwise violate their IP, we may be subject to liability, required to enter into costly license agreements, or required to rebrand or restrict our System.
−Removed: Also, we expect that the occurrence of infringement claims is likely to grow as the market for our System grows.
+Added: If third parties successfully oppose or challenge our IP or successfully claim that we infringe, misappropriate or otherwise violate their IP, we may be subject to liability, required to enter into costly license agreements, or required to rebrand or restrict our systems.
+Added: Also, we expect that the occurrence of infringement claims is likely to grow as the market for our systems grow.
Accordingly, our exposure to damages resulting from infringement claims could increase, and this could further exhaust our financial and management resources.
In order to protect our IP, we may be required to spend significant resources to monitor our IP.
−Removed: Litigation may be necessary in the future to enforce our IP and to protect our trade secrets.
+Added: Litigation may be necessary in the future to enforce our IP and protect our trade secrets.
Litigation brought to protect and enforce our IP could be costly, time-consuming, and distracting to management, and could result in the impairment or loss of portions of our IP.
Further, our efforts to enforce our IP may be met with defenses, counterclaims, and countersuits attacking the validity and enforceability of our IP, and if such defenses, counterclaims, or countersuits are successful, we could lose our rights in and to valuable IP.
−Removed: Our inability to protect our proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of our management’s attention and resources, could delay further sales or the implementation of our System, impair the functionality of our System, delay introductions of new solutions, result in our substituting inferior or more costly technologies into our System, and injure our reputation.
−Removed: Our business, financial condition and results of operations may be adversely affected and the value of our brand, System and other intangible assets may be diminished if we are unable to maintain and protect our IP (including maintaining the confidentiality and control of our proprietary source code and other trade secrets) from unauthorized use, infringement or misappropriation by third parties.
−Removed: Our success depends on our ability to protect our IP (including by obtaining and enforcing our patents and trademarks and maintaining the confidentiality of our proprietary source code and other trade secrets), and the failure to adequately maintain, protect or enforce our IP could result in our competitors offering products or services similar or superior to ours, which would adversely affect our business, financial, condition or results of operations.
−Removed: We rely on a combination of patents, trade secrets (including know-how), employee and third-party invention assignment and nondisclosure agreements, copyright, trademark, and other IP licenses and contractual rights to establish, maintain and protect the IP in and to our System.
+Added: Our inability to protect our proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of our management’s attention and resources, could delay further sales or the implementation of our systems, impair the functionality of our systems, delay introductions of new solutions, result in our substituting inferior or more costly technologies into our systems, and injure our reputation.
+Added: Our business, financial condition and results of operations may be adversely affected and the value of our brand, systems and other intangible assets may be diminished if we are unable to maintain and protect our IP (including maintaining the confidentiality and control of our proprietary source code) from unauthorized use, infringement or misappropriation by third parties.
+Added: Our success depends on our ability to protect our IP (including by obtaining patents and trademarks and maintaining the confidentiality of our proprietary source code), and the failure to adequately maintain, protect or enforce our IP could result
+Added: in our competitors offering products or services similar or superior to ours, which would adversely affect our business, financial condition or results of operations.
+Added: We rely on a combination of patents, trade secrets (including know-how), employee and third-party invention assignment and nondisclosure agreements, IP licenses and contractual rights to establish, maintain and protect the IP in and to our systems.
The measures we take to maintain and protect our IP from infringement, misappropriation or violation by others or the unauthorized disclosure of our trade secrets may not be effective for various reasons, including the following:
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• any goodwill that we have developed in our trademarks could be lost or impaired;
−Removed: • the costs associated with enforcing patents, confidentiality and invention assignment agreements or other IP and IP-related agreements may make enforcement commercially impracticable or divert our management’s attention and resources;
+Added: • the costs associated with filing patent applications, enforcing patents, confidentiality and invention assignment agreements or other IP and IP-related agreements may make enforcement commercially impracticable or divert our management’s attention and resources;
• our use of open-source software could:
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Therefore, as we continue to expand our international footprint, our IP may not be as strong and expansive, or as easily enforced (or even exist), outside of the U.S.
−Removed: Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon, misappropriating, or otherwise violating our IP.
+Added: Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon, misappropriating, or otherwise violating our IP rights.
If we are unable to adequately prevent disclosure of trade secrets or other proprietary information, the value of our technology may be diminished.
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Moreover, no assurance can be given that these agreements will be enforceable or will be effective in controlling access to, distribution, use, misuse, misappropriation, reverse engineering or disclosure of our proprietary information, know-how and trade secrets.
−Removed: Further, these agreements may not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our System.
+Added: Further, these agreements may not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our systems.
These agreements may be breached, and we may not have adequate remedies for any such breach.
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Use and distribution of open-source software may entail greater risks than use of non-open-source third-party commercial software, as open-source licensors generally do not provide support, warranties, indemnification or other contractual protections regarding infringement claims or the quality of the code.
−Removed: In addition, the public availability of such software may make it easier for others to compromise our System.
+Added: In addition, the public availability of such software may make it easier for others to compromise our systems.
Some open-source licenses contain requirements that we make available source code for modifications or derivative works of our proprietary software based upon the type of open-source software we use or grant other licenses to our IP.
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Alternatively, to avoid the public release of the affected portions of our source code, we could be required to expend substantial time and resources to re-engineer some or all of our software.
−Removed: Although we monitor our use of open-source software to avoid subjecting our System to unintended conditions, the terms of many open-source licenses have not been interpreted by U.S.
−Removed: or foreign courts, and there is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on our ability to provide or distribute our System.
+Added: Although we monitor our use of open-source software to avoid subjecting our systems to unintended conditions, the terms of many open-source licenses have not been interpreted by U.S.
+Added: or foreign courts, and there is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on our ability to provide or distribute our systems.
From time to time, there have been claims challenging the ownership of open-source software against companies that incorporate open-source software into their solutions.
We could similarly be subject to lawsuits by parties claiming ownership of what we believe to be open-source software.
−Removed: Moreover, we cannot assure you that our processes for controlling our use of open-source software in our System will be effective.
+Added: Moreover, we cannot assure you that our processes for controlling our use of open-source software in our systems will be effective.
If we are held to have breached or failed to fully comply with all the terms and conditions of an open-source software license, we could face infringement or other liability.
−Removed: This may result in an injunction against providing our System, a requirement to seek costly licenses from third parties to continue providing our System on terms that are not economically feasible, re-engineering our System, discontinuing or delaying the provision of our System if re-engineering could not be accomplished on a timely basis or to make generally available, in source code form, our proprietary code, any of which could adversely affect our business, financial condition and results of operations.
+Added: This may result in an injunction against providing our systems, a requirement to seek costly licenses from third parties to continue providing our systems on terms that are not economically feasible, re-engineering our systems, discontinuing or delaying the provision of our systems if re-engineering could not be accomplished on a timely basis or to make generally available, in source code form, our proprietary code, any of which could adversely affect our business, financial condition and results of operations.
Our patent applications may not issue or, if issued, may not provide sufficient protection, which may adversely affect our ability to prevent others from commercially exploiting products similar to ours.
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As of September 27, 2025, we had 654 issued patents in 17 countries and an additional 413 patents pending worldwide.
−Removed: Our issued patents are scheduled to expire between May 2025 and October 2043.
+Added: Our issued patents are scheduled to expire between January 2026 and March 2044.
The pending patent applications are presently undergoing examination or expected to undergo examination in the near future.
−Removed: These patents and patent applications seek to protect our proprietary inventions relevant to our business (including our revolutionary distribution center structure, our depalletizing tool, our electro-sensitive protection system for machinery and other software and hardware components of our System), in addition to other proprietary technologies (including source code) which are primarily maintained as trade secrets.
+Added: These patents and patent applications seek to protect our proprietary inventions relevant to our business (including our systems, next-generation storage, depalletizing tool, electro-sensitive protection system for machinery and other software and hardware components of our system), in addition to other proprietary technologies (including source code) which are primarily maintained as trade secrets.
We intend to pursue additional IP protection to the extent we believe it would be beneficial and cost-effective.
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Even if we continue to seek patent protection in the future, we may be unable to obtain or maintain patent protection for our technology.
−Removed: There may be issued patents of which we are not aware, held by third parties that, if found to be valid and enforceable, could be alleged to be infringed by our current or future technologies or offerings.
−Removed: There also may be pending patent applications of which we are not aware that may result in issued patents, which could be alleged to be infringed by our current or future technologies or offerings.
+Added: There may be issued patents of which we are not aware held by third parties that, if found to be valid and enforceable, could be alleged to be infringed by our current or future technologies or solutions.
+Added: There also may be pending patent applications of which we are not aware that may result in issued patents, which could be alleged to be infringed by our current or future technologies or solutions.
Furthermore, legal standards relating to the validity, enforceability and scope of protection of IP rights are uncertain.
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Risks Related to Cybersecurity, Software Deficiencies, Service Interruptions and Data Privacy
−Removed: We have experienced cybersecurity incidents in the past and may experience further cybersecurity incidents or security breaches of our IT or OT in the future, which may result in system disruptions, shutdowns, unauthorized access to or disclosure of confidential or personal information.
−Removed: We rely heavily on information technology (“IT”) and operational technology (“OT”) in our System and services for our customers, and in our enterprise infrastructure.
+Added: We have experienced cybersecurity incidents in the past and may experience further cybersecurity incidents or security breaches of our IT or OT in the future, which may result in systems disruption, shutdown, unauthorized access to or disclosure of confidential or personal information.
+Added: We rely heavily on information technology (“IT”) and operational technology (“OT”) in our systems and services for our customers, and in our enterprise infrastructure.
Despite our implementation of security measures, our IT and OT may be subject to unauthorized access or harm by nation states, cyber-criminals, malicious insiders and other actors who may engage in fraud, theft of confidential or proprietary information, sabotage or other criminal activity.
Our IT and OT could be compromised by malware (including ransomware), cyber-attacks or, as a result of, error or system failure.
−Removed: Hardware and software that we procure or rely upon from third parties may also contain defects or vulnerabilities in manufacture or design that could expose our System to a risk of compromise.
+Added: Hardware and software that we procure or rely upon from third parties may also contain defects or vulnerabilities in manufacture or design that could expose our systems to a risk of compromise.
In addition, our software contains third-party open-source components, which may expose us to greater security risks than the use of non-open-source third-party commercial software.
−Removed: We have experienced cyber threats and incidents in the past, although none have been material or had a material adverse effect on our business or financial condition.
+Added: We have experienced cyber threats and incidents in the past, although none has been material or had a material adverse effect on our business or financial condition.
In the past, an unauthorized actor gained access to our IT, which resulted in certain information being accessed and exfiltrated, including human resources and employee data.
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Additionally, certain functional areas of our workforce work remotely, and such a remote work environment may be outside of our corporate network security protection boundaries, which imposes additional risks to our business, including increased risk of industrial espionage, phishing, cybersecurity attacks and unauthorized dissemination of sensitive, proprietary or confidential information.
−Removed: employees to use their personal devices for the purpose of accessing certain of our resources.
+Added: We allow employees to use their personal devices to access certain of our resources.
Personal devices are not centrally managed by us and could result in unauthorized access to sensitive, proprietary or confidential information if such a device is lost or compromised.
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Real or perceived failures or security breaches of our IT could disrupt our operations, lead to loss of proprietary information, damage our relationships with customers, result in regulatory investigations and penalties, lead to liability, negatively impact our reputation and otherwise adversely affect our business, financial condition and results of operations.
−Removed: Our System, software and services are used by our customers in supply chain applications that may be subject to information theft, tampering, vulnerabilities or sabotage.
−Removed: Careless or malicious actors could cause a customer’s supply chain processes, including our System, to be disrupted or could cause equipment to operate in an improper manner that could result in harm to people or property.
−Removed: While we continue to improve the security attributes of our System, software and services, we can reduce risk but not eliminate it.
+Added: Our systems, services and software are used by our customers in supply chain applications that may be subject to information theft, tampering, vulnerabilities or sabotage.
+Added: Careless or malicious actors could cause a customer’s supply chain processes, including our systems, to be disrupted or could cause equipment to operate in an improper manner that could result in harm to people or property.
+Added: While we continue to improve the security attributes of our systems, services and software, we can reduce risk but not eliminate it.
To a significant extent, the security of our customers’ IT depends on how they are designed, installed, protected, configured, updated and monitored, and much of this is typically outside our control.
−Removed: In addition, the software supply chain introduces security vulnerabilities into many products, including products that may be used by our System.
+Added: In addition, the software supply chain introduces security vulnerabilities into many products, including products that may be used by our systems.
The current cyber threat environment indicates increased risk for all companies, including those in supply chain automation.
−Removed: Any significant security incident could have an adverse impact on sales, interrupt or delay our ability to operate or service our customers, harm our reputation and cause us to incur legal liability and increased costs to address such events and related security concerns.
+Added: Any significant security incident could have an adverse impact on sales, interrupt or delay our ability to operate
+Added: or service our customers, harm our reputation and cause us to incur legal liability and increased costs to address such events and related security concerns.
Cybersecurity incidents may also compromise third parties upon which we rely for our operations, and we are limited in our ability to prevent or mitigate those compromises or their effects.
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A cyber-attack may cause additional costs, such as investigative and remediation costs, and the costs of providing individuals and/or data owners with notice of the breach, legal fees, and the costs of any additional fraud detection activities required by law, a court or a third party.
−Removed: Further, if a high-profile security breach occurs with respect to another provider of supply chain automation solutions, our customers may lose trust in the security of our System or in the supply chain automation industry generally, which could adversely impact our ability to retain existing customers or attract new ones.
−Removed: Even in the absence of any security breach, customer concerns about security, privacy or data protection may deter them from using our System, software and services, which could negatively impact our reputation and otherwise adversely affect our business, financial condition and results of operations.
+Added: Further, if a high-profile security breach occurs with respect to another provider of supply chain automation solutions, our customers may lose trust in the security of our systems or in the supply chain automation industry generally, which could adversely impact our ability to retain existing customers or attract new ones.
+Added: Even in the absence of any security breach, customer concerns about security, privacy or data protection may deter them from using our systems, software and services, which could negatively impact our reputation and otherwise adversely affect our business, financial condition and results of operations.
A breach of our IT that results in unauthorized access to personal information could require us to notify affected employees, customers and other persons (including governmental organizations) and lead to lawsuits and investigations alleging breaches of applicable laws or regulations.
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Additionally, we collect and otherwise process other data relating to individuals, including business partners, prospects, employees, vendors and contractors.
−Removed: Although we take steps to protect the security of our customers’ personal
−Removed: information and other personal information within our control, we may face actual or perceived breaches of security, security incidents or other misuses of this information.
+Added: Although we take steps to protect the security of our customers’ personal information and other personal information within our control, we may face actual or perceived breaches of security, security incidents or other misuses of this information.
Many jurisdictions have enacted laws requiring companies to notify individuals, regulatory authorities and others of security breaches involving certain types of data, and we may have contractual obligations to customers imposing similar requirements.
We may be required to expend significant resources to comply with security breach and security incident notification requirements if a third party accesses or acquires such personal information without authorization, if we otherwise experience a security breach or incident or loss or damage of personal information, or if this is perceived to have occurred.
−Removed: Any actual or perceived breach of our network security, or those of our vendors or service providers, could result in claims, litigation and proceedings against us by governmental entities, customers, individuals or others, negative effects on our business and future prospects, including possible fines, penalties and damages, reduced demand for our System, software and services and harm to our reputation and brand, which could negatively impact our business, financial condition and results of operations.
+Added: Any actual or perceived breach of our network security, or those of our vendors or service providers, could result in claims, litigation and proceedings against us by governmental entities, customers, individuals or others, negative effects on our business and future prospects, including possible fines, penalties and damages, reduced demand for our systems, software and services and harm to our reputation and brand, which could negatively impact our business, financial condition and results of operations.
We depend and rely upon technologies from third parties (including cloud-based technologies) to operate our business, and interruptions of, or performance or security problems with, these technologies or the termination of relationships with the providers of these technologies may adversely affect our business, financial condition and results of operations.
We rely on partners and vendors, including cloud providers, for a wide range of outsourced activities as part of our internal IT infrastructure and our commercial solution.
−Removed: If these services become unavailable due to extended outages or interruptions or because they are no longer available on commercially reasonable terms, our expenses could increase, our ability to manage finances could be interrupted and our processes for managing sales of our System and supporting our customers could be impaired until equivalent services, if available, are identified, obtained and implemented.
+Added: If these services become unavailable due to extended outages or interruptions or because they are no longer available on commercially reasonable terms, our expenses could increase, our ability to manage finances could be interrupted and our processes for managing sales of our systems and supporting our customers could be impaired until equivalent services, if available, are identified, obtained and implemented.
All of which could adversely affect our business and results of operations.
Real or perceived errors, failures, bugs or defects in our IT could adversely lead to liability and litigation, disrupt our operations and could negatively impact our reputation and otherwise adversely affect our business, financial condition and results of operations.
−Removed: Our System is complex and, like all complicated solutions that depend on software and hardware, may contain undetected defects or errors.
−Removed: We are continuing to evolve the features and functionality of our System through updates and enhancements, and as we do so, we may introduce additional defects or errors that may not be detected until after deployment by our customers.
−Removed: If we acquire companies or integrate into our System technologies developed by third parties, we may encounter difficulty in incorporating the newly-obtained technologies into our System and maintaining the quality standards that are consistent with our reputation.
−Removed: If our System is not implemented or used correctly or as intended, inadequate performance and disruptions in service may result.
−Removed: Because our customers use our System for important aspects of their business, any actual or perceived errors, defects, bugs, or other performance problems in our System could damage our customers’ businesses.
−Removed: Any defects or errors in our System generally, or the perception of such defects or errors, could result in a loss of customers and delayed or lost revenue and could damage our reputation and lead to liability or litigation.
−Removed: Errors in our software or hardware that supports our System, generally, could cause system failures, loss of data or other adverse effects for our customers who may assert warranty and other claims for substantial damages against us.
+Added: Our systems are complex and, like all complicated solutions that depend on software and hardware, may contain undetected defects or errors.
+Added: We are continuing to evolve the features and functionality of our systems through updates and enhancements, and as we do so, we may introduce additional defects or errors that may not be detected until after deployment by our customers.
+Added: If we acquire companies or integrate into our systems technologies developed by third parties, we may encounter difficulty in incorporating the newly-obtained technologies into our systems and maintaining the quality standards that are consistent with our reputation.
+Added: If our systems are not implemented or used correctly or as intended, inadequate performance and disruptions in service may result.
+Added: Because our customers use our systems for important aspects of their business, any actual or perceived errors, defects, bugs, or other performance problems in our systems could damage our customers’ businesses.
+Added: Any defects or errors in our systems generally, or the perception of such defects or errors, could result in a loss of customers and delayed or lost revenue and could damage our reputation and lead to liability or litigation.
+Added: Errors in our software or hardware that supports our systems, generally, could cause system failures, loss of data or other adverse effects for our customers who may assert warranty and other claims for substantial damages against us.
Although our customer agreements often contain provisions that seek to limit our exposure to such claims, it is possible that these provisions may be ineffective or unenforceable under the laws of some jurisdictions.
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Our handling of customer and employee data is subject to a variety of laws and regulations relating to privacy, data protection and cybersecurity, and we may become subject to additional obligations, including contractual obligations, relating to our maintenance and other processing of this data, and new or modified laws or regulations.
−Removed: Any actual or alleged failure by us to comply with our privacy policy or any federal, state or international privacy, data protection or security laws or
−Removed: regulations or other obligations could result in claims and litigation against us, regulatory investigations and other proceedings, legal liability, fines, damages and other costs.
−Removed: Any actual or alleged failure by any of our vendors or business partners to comply with contractual or legal obligations regarding the protection of information about our customers could carry similar consequences.
+Added: Any actual or alleged failure by us to comply with our privacy policy or any federal, state or international privacy, data protection or security laws or regulations or other obligations could result in claims and litigation against us, regulatory investigations and other proceedings, legal liability, fines, damages and other costs.
+Added: Any actual or alleged failure by any of our vendors or business partners to comply with contractual or legal obligations regarding the protection of information about our customers could result in similar consequences.
Should we become subject to additional privacy or data protection laws, regulations, or other obligations relating to privacy, data protection or cybersecurity, we may need to undertake compliance efforts that could carry a large cost and could entail substantial time and other resources.
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Such laws or requirements may be inconsistent from one jurisdiction to another, subject to differing interpretations, and courts or regulators may deem our efforts to comply as insufficient.
−Removed: If we, or the third parties we rely on to operate our business and deliver our services fail to comply, or are perceived as failing to comply, with our legal or contractual obligations relating to privacy, data security, or data protection, or our policies and documentation relating to personal information, we could face:
+Added: If we, or the third parties we rely on to operate our business and deliver our services fail to comply, or are perceived as failing to comply, with our legal or contractual obligations relating to
+Added: privacy, data security, or data protection, or our policies and documentation relating to personal information, we could face:
governmental enforcement action;
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fines and civil or criminal penalties for us or our executives;
−Removed: obligations to cease offering our System or to substantially modify it in ways that make it less effective in certain jurisdictions;
+Added: obligations to cease offering our systems or to substantially modify it in ways that make it less effective in certain jurisdictions;
negative publicity and harm to our brand and reputation;
−Removed: and reduced overall demand for our System.
+Added: and reduced overall demand for our systems.
Such developments could adversely affect our business, financial condition and results of operations.
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• our quarterly or annual earnings or those of other companies in our industry compared to market expectations;
−Removed: • conditions that impact demand for our System;
+Added: • conditions that impact demand for our systems;
• future announcements concerning our business, our customers’ businesses or our competitors’ businesses;
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• adverse resolution of new or pending litigation against us;
−Removed: • changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural disasters, terrorist attacks, acts of war and responses to such events.
+Added: • changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural disasters, epidemics, terrorist attacks, acts of war and responses to such events.
These broad market and industry factors may materially reduce the market price of our common stock, regardless of our operating performance.
−Removed: In addition, price volatility may be greater if the public float and trading volume of our common stock is low.
+Added: In addition, price volatility may be greater because our public float and the trading volume of our common stock is low.
As a result, you may suffer a loss on your investment.
In the past, following periods of market volatility, stockholders have instituted securities class action litigation.
−Removed: Following our earning release in July 2024, the price of our Class A common stock fell significantly and, as a result, a class action lawsuit was filed in United States District Court for the District of Massachusetts against us.
−Removed: This class action and any other possible securities litigation, whether meritorious or not, could have a substantial cost and divert resources and the attention of executive management from our business regardless of the outcome of such litigation.
+Added: These class action lawsuits and any other possible securities litigation, whether meritorious or not, could have a substantial cost and divert resources and the attention of executive management from our business regardless of the outcome of such litigation.
+Added: For additional information on these matters, see “Item 3.
+Added: Legal Proceedings.”
We are party to pending litigation, and we may be subject to future litigation in the operation of our business.
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We are a party to litigation, and we may in the future face the risk of claims, lawsuits, and other proceedings involving competition and antitrust, intellectual property, privacy, consumer protection, accessibility, securities, tax, labor and employment, commercial disputes, services and other matters.
−Removed: See “Business — Legal Proceedings.”
+Added: For additional information on these matters, see “Item 3.
+Added: Legal Proceedings.”
Litigation to defend us against claims by third parties, or to enforce any rights that we may have against third parties, may be necessary, which could result in substantial costs and diversion of our resources.
−Removed: Insurance might not cover such claims, might not provide sufficient payments to cover all the costs to resolve one or more such claims and might not continue to be available on terms acceptable to us.
+Added: Insurance might not cover such
+Added: claims, might not provide sufficient payments to cover all the costs to resolve one or more such claims and might not continue to be available on terms acceptable to us.
Any litigation to which we are a party may result in an onerous or unfavorable judgment that may not be reversed upon appeal, or in payments of substantial monetary damages or fines, the posting of bonds requiring significant collateral, letters of credit or similar instruments, or we may decide to settle lawsuits on similarly unfavorable terms.
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Litigation and other claims and regulatory proceedings against us could also result in unexpected disciplinary actions, expenses and liabilities, which could have a material adverse effect on our business, financial condition and results of operations.
−Removed: We have been the subject of governmental and regulatory investigations and inquiries with respect to the operation of our businesses and we could be subject to future governmental and regulatory investigations and inquiries, legal proceedings and enforcement actions.
+Added: We have been, and may be in the future, the subject of governmental and regulatory investigations and inquiries, legal proceedings and enforcement actions with respect to the operation of our businesses.
Any such investigation, inquiry, proceeding or action could adversely affect our business.
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The trading market for our common stock will depend in part on the research and reports that third-party securities analysts publish about us and the industries in which we operate.
−Removed: If one or more analysts cease coverage of us, the price and trading volume of our securities would likely be negatively impacted.
−Removed: If any of our analysts downgrades our securities, or provides more favorable recommendations about our competitors, the price of our securities would likely decline.
−Removed: If one or more analysts ceases covering us or fails to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price or trading volume of our securities to decline.
+Added: If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets and demand for our common stock could decrease, which might cause our trading price and trading volume of our common stock to decline.
+Added: If any of our analysts downgrades our common stock, or provides more favorable recommendations about our competitors, the price of our common stock would likely decline.
Moreover, if our reporting results do not meet the expectations of our analysts, the market price of our common stock could decline.
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Subject to the satisfaction of vesting conditions, shares registered under the registration statement on Form S-8 will be available for resale immediately in the public market without restriction.
−Removed: From time to time in the future, we may also issue additional shares of our common stock or securities convertible into common stock pursuant to a variety of transactions, including acquisitions.
+Added: From time to time in the future, we may also issue additional shares of our common stock
+Added: or securities convertible into common stock pursuant to a variety of transactions, including acquisitions.
The issuance by us of additional shares of our common stock or securities convertible into our common stock would dilute your ownership of us and the sale of a significant amount of such shares in the public market could adversely affect prevailing market prices of our common stock.
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The sale of substantial amounts of shares of our common stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of our common stock.
−Removed: These sales, or the possibility that these
−Removed: sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.
−Removed: As of December 2, 2024, there were (i) 106,352,609 shares of Class A Common Stock issued and outstanding, (ii) 76,757,485 shares of Class V-1 Common Stock issued and outstanding, and (iii) 404,309,196 shares of Class V-3 Common Stock issued and outstanding.
+Added: These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.
+Added: As of November 21, 2025, there were (i) 113,614,046 shares of Class A Common Stock issued and outstanding, (ii) 74,344,708 shares of Class V-1 Common Stock issued and outstanding, and (iii) 403,559,196 shares of Class V-3 Common Stock issued and outstanding.
These numbers do not take into account unvested shares of our Class A Common Stock and paired shares of Class A Common Stock issuable upon the exercise of securities exercisable for units of Symbotic Holdings.
Shares held by certain of our stockholders will be eligible for resale, subject to, in the case of certain stockholders, volume, manner of sale and other limitations under Rule 144, if then available.
−Removed: In addition, pursuant to the A&R Registration Rights Agreement, certain stockholders have the right, subject to certain conditions, to require us to register the sale of their shares of our common stock under the Securities Act of 1933, as amended (“Securities Act”).
+Added: In addition, pursuant to the Amended & Restated Registration Rights Agreement, dated as of June 7, 2022, among the Company, SVF Sponsor III (DE) LLC and other parties thereto, certain stockholders have the right, subject to certain conditions, to require us to register the sale of their shares of our common stock under the Securities Act of 1933, as amended (“Securities Act”).
By exercising their registration rights and selling a large number of shares, these stockholders could cause the prevailing market price of our Class A Common Stock to decline.
−Removed: As of December 2, 2024, the shares covered by those registration rights represent approximately 83% of our outstanding common stock.
+Added: As of November 21, 2025, the shares covered by those registration rights represent approximately 83% of our outstanding common stock.
As restrictions on resale end or if these stockholders exercise their registration rights, the market price of shares of our common stock could drop significantly if the holders of these shares sell them or are perceived by the market as intending to sell them.
These factors could also make it more difficult for us to raise additional funds through future offerings of our shares of common stock or other securities.
−Removed: Shares of our common stock reserved for future issuance under the Incentive Compensation Plan and the ESPP are eligible for sale in the public market, subject to provisions relating to various vesting agreements, lock-up agreements and, in some cases, limitations on volume and manner of sale applicable to affiliates under Rule 144, as applicable.
−Removed: We have reserved for issuance under the Incentive Compensation Plan a total of 75,485,491 shares of Class A Common Stock and 54,544,562 shares of Class A Common Stock remain available for issuance under the Incentive Compensation Plan as of September 28, 2024 (the “Share Reserve”).
−Removed: The Share Reserve is subject to an annual increase on the first trading day of each calendar year, which began on January 1, 2023 and ends on and including January 1, 2032, by a number of shares equal to the lesser of (i) 5% of the aggregate number of shares of our Class A Common Stock outstanding on the last day of the prior calendar year and (ii) such smaller number of shares (which may be zero) as is determined by the compensation committee of our board of directors (“Compensation Committee”) prior to such calendar year.
+Added: Shares of our common stock reserved for future issuance under our Incentive Compensation Plan and our ESPP are eligible for sale in the public market, subject to provisions relating to various vesting agreements, lock-up agreements and, in some cases, limitations on volume and manner of sale applicable to affiliates under Rule 144, as applicable.
+Added: We have reserved for issuance under our Incentive Compensation Plan a total of 68,300,928 shares of Class A Common Stock and 50,266,507 shares of Class A Common Stock remain available for issuance under the Incentive Compensation Plan as of September 27, 2025 (the “Share Reserve”).
+Added: The Share Reserve is subject to an annual increase on the first trading day of each calendar year, which began on January 1, 2023 and ends on and including January 1, 2032, by a number of shares equal to the lesser of (i) 5% of the aggregate number of shares of our Class A Common Stock outstanding on the last day of the prior calendar year and (ii) such smaller number of shares (which may be zero) as is determined by the compensation committee of our board of directors prior to such calendar year.
Anti-takeover provisions in our Charter and Bylaws and under Delaware law could make an acquisition of us more difficult, limit attempts by our stockholders to replace or remove our current management and limit the market price of our common stock.
Our Charter, Bylaws and Delaware law contain provisions that could make it more difficult, delay, or prevent an acquisition deemed undesirable by our board of directors.
−Removed: Among other things, our Charter and/or Bylaws includes the following provisions:
+Added: Among other things, our Charter and/or Bylaws include the following provisions:
• prohibition on stockholder action by written consent, which means that our stockholders will only be able to act at a meeting of stockholders and will not be able to act by written consent;
−Removed: • forum selection clause, which means certain litigation against us can only be brought in Delaware;
+Added: • forum selection, which means certain litigation against us can only be brought in Delaware;
• authorization of undesignated preferred stock, the terms of which may be established and shares issued without further action by our stockholders;
−Removed: • advance notice procedures, which apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.
+Added: • advance notice procedures, which apply to stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.
These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management.
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and (b) the federal district court for the District of Delaware (or if such court does not have jurisdiction, any other federal district court) will, to the fullest extent permitted by law, be the sole and exclusive forum for any action arising under the Securities Act.
−Removed: These forum selection provisions will not apply to suits brought to enforce any liability, obligation or duty created by the Exchange Act of 1934, as amended (“Exchange Act”).
+Added: These forum selection provisions will not apply to suits brought to enforce any liability, obligation or duty created by the Exchange Act.
The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage such lawsuits against us and our directors, officers and other employees.
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Risks Related to Being a Public Company
−Removed: Because we did not become a public reporting company by means of a traditional underwritten initial public offering, our shareholders may face additional risks and uncertainties.
−Removed: Because we became a public reporting company by means of consummating a merger with a special purpose acquisition company rather than by means of a traditional underwritten initial public offering, there was no independent third-party underwriter selling the shares of our Class A Common Stock, and, accordingly, our stockholders did not have the benefit of an independent review and investigation of the type normally performed by an unaffiliated, independent underwriter in a public securities offering.
−Removed: Due diligence reviews typically include an independent investigation of the background of the company, any advisors and their respective affiliates, review of the offering documents and independent analysis of the plan of business and any underlying financial assumptions.
−Removed: In addition, because we did not become a public reporting company by means of a traditional underwritten initial public offering, security or industry analysts may not provide, or be less likely to provide, coverage of us.
−Removed: Investment banks may also be less likely to agree to underwrite secondary offerings on behalf of us than they might if we became a public reporting company by means of a traditional underwritten initial public offering, because they may be less familiar with us as a result of more limited coverage by analysts and the media.
−Removed: We have incurred and will continue to incur increased costs as a result of operating as a public company, and our management will devote substantial time to new compliance initiatives.
−Removed: We recently became a public company.
+Added: We have incurred and will continue to incur increased costs as a result of operating as a public company, and our management continues to devote substantial time to compliance initiatives.
+Added: We became a public company in 2022.
Consequently, we have incurred, and we will continue to incur, significant legal, compliance, accounting and other expenses that we did not incur as a private company.
As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules adopted, and to be adopted, by the SEC and NASDAQ.
−Removed: Our management and other
−Removed: personnel devote a substantial amount of time to these compliance initiatives.
+Added: Our management and other personnel devote a substantial amount of time to these compliance initiatives.
Moreover, we expect these rules and regulations to substantially increase our legal and financial compliance costs and to make some activities more time-consuming and costly.
We cannot predict or estimate the amount or timing of additional costs we may incur to respond to these requirements.
−Removed: The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors or board committees, or as executive officers.
Some members of our management have limited experience in operating a public company.
Some members of our management have limited experience in the management of a public company.
−Removed: As a public company, we must establish corporate infrastructure.
−Removed: Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage.
+Added: As a public company, we must establish and maintain appropriate corporate infrastructure.
+Added: Their experience in dealing with the increasingly complex laws pertaining to public companies could be a disadvantage.
It is likely that an increasing amount of their time may be devoted to these activities, which will result in less time being devoted to our management and growth.
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Risks Related to Our Organizational Structure
−Removed: The dual class structure of our common stock has the effect of concentrating voting control with our founder, certain family members of our founder and certain affiliated entities and trusts of our founder and his family members;
+Added: The multi class structure of our common stock has the effect of concentrating voting control with our founder, certain family members of our founder and certain affiliated entities and trusts of our founder and his family members;
this will limit or preclude your ability to influence our corporate matters.
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Cohen, together with certain family members and certain affiliated entities and trusts of Mr.
−Removed: Cohen and his family members, in the aggregate, hold Class V-3 common stock and 87.4% of the voting power of our outstanding common stock and are able to control all matters submitted to our stockholders for approval.
+Added: Cohen and his family members, in the aggregate, hold Class V-3 common stock and 69.3% of the voting power of our outstanding common stock and are able to control all matters submitted to our stockholders for approval as of September 27, 2025.
This concentrated control will limit or preclude your ability to influence our corporate matters for the foreseeable future.
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In addition, several stockholder advisory firms have announced their opposition to the use of multiple-class structures.
−Removed: As a result, the multi-class structure of our common stock may cause stockholder advisory firms to publish negative commentary about our corporate governance practices, recommend that stockholders vote against certain company annual stockholder meeting proposals or otherwise seek to cause us to change our capital structure.
+Added: As a result, the multi-class structure of our common stock may cause stockholder advisory firms to publish negative commentary about our corporate governance practices, recommend that stockholders vote against certain company annual stockholder meeting proposals or otherwise seek
+Added: to cause us to change our capital structure.
Any such exclusion from indices or any actions or publications by stockholder advisory firms critical of our corporate governance practices or capital structure could adversely affect the value and trading market of our Class A Common Stock.
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Our Chairman and Chief Executive Officer, Richard B.
−Removed: Cohen, also serves as the Executive Chairman of C&S Wholesale Grocers and he and trusts for the benefit of his family are the only beneficial stockholders of C&S Wholesale
+Added: Cohen, also serves as the Executive Chairman of C&S Wholesale Grocers and he and trusts for the benefit of his family are the substantial majority stockholders of C&S Wholesale Grocers.
Our Chief Strategy Officer, William Boyd, also serves as Executive Vice President and Chief Legal Officer of C&S Wholesale Grocers and our Chief Human Resource Officer, Miriam Ort, also serves as Chief Human Resources Officer of C&S Wholesale Grocers.
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This ability, in turn, may depend on the ability of New Symbotic Holdings’ subsidiaries to make distributions to it.
−Removed: The ability of New Symbotic Holdings, its subsidiaries and other entities in which it directly or indirectly holds an equity interest to make such distributions will be subject to, among other things, (i) the applicable provisions of Delaware law (or other applicable jurisdictions) that may limit the amount of funds available for distribution and (ii) restrictions contained in any credit agreement to which New Symbotic Holdings, its subsidiaries and other entities in which it directly or indirectly holds an equity interest are bound.
+Added: The ability of New Symbotic Holdings, its subsidiaries and other entities in which it directly or indirectly holds an equity interest to make such distributions will be subject to, among other things, (i) the applicable provisions of Delaware law (or other applicable jurisdictions) that may limit the amount of funds
+Added: available for distribution and (ii) restrictions contained in any credit agreement to which New Symbotic Holdings, its subsidiaries and other entities in which it directly or indirectly holds an equity interest are bound.
To the extent that we are unable to make payments under the TRA for any reason, such payments will accrue interest until paid.
Pursuant to the TRA, we are required to make payments to equity holders of New Symbotic Holdings for certain tax benefits we may claim, and those payments may be substantial.
−Removed: Our purchase of New Symbotic Holdings Common Units in connection with the Unit Purchase Agreement dated December 12, 2021 and exchange of New Symbotic Holdings Common Units for shares of our Class A Common Stock or
−Removed: cash pursuant to the New Symbotic Holdings LLC Agreement (collectively, “Exchanges”) are expected to produce additional favorable tax attributes for us.
+Added: Our purchase of common units of New Symbotic Holdings (“New Symbotic Holdings Common Units”) in connection with the Unit Purchase Agreement dated December 12, 2021 and exchange of New Symbotic Holdings Common Units for shares of our Class A Common Stock or cash pursuant to the New Symbotic Holdings LLC Agreement (collectively, “Exchanges”) are expected to produce additional favorable tax attributes for us.
When we acquire New Symbotic Holdings Common Units from existing unitholders, both the existing basis and anticipated basis adjustments are likely to increase (for tax purposes) depreciation and amortization deductions allocable to us from New Symbotic Holdings and therefore reduce the amount of income tax that we would otherwise be required to pay in the future.
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We expect that the payments we will be required to make under the TRA will be substantial.
−Removed: Assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize all tax benefits that are subject to the TRA, we expect that the reduction in tax payments for us associated with our purchase of New Symbotic Holdings Common Units since the Business Combination would aggregate to approximately $520.7 million over a 41-year period.
−Removed: Under such scenario we would be required to pay the TRA Holders 85% of such amount, or $442.6 million, over a 41-year period from the Business Combination.
+Added: Assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize all tax benefits that are subject to the TRA, we expect that the reduction in tax payments for us associated with our purchase of New Symbotic Holdings Common Units since the business combination between SVF Investment Corp.
+Added: 3 and Symbotic (the “Business Combination”) that closed on June 7, 2022 would aggregate to approximately $532.9 million over a 41-year period.
+Added: Under such scenario we would be required to pay the TRA Holders 85% of such amount, or approximately $453 million, over a 41-year period from the Business Combination.
Further, assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize all tax benefits that are subject to the TRA, we estimate that the reduction in tax payments for us associated with our purchase of New Symbotic Holdings Common Units would aggregate to approximately $7,509.9 million over 41 years based on a closing share price of $52.14 per share of Class A common stock and assuming all future Exchanges of New Symbotic Holdings Common Units had occurred on September 27, 2025.
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Any such benefits are covered by the TRA and will increase the amounts due thereunder.
−Removed: In addition, the TRA provides for interest, at a rate equal to the Secured Overnight Financing Rate plus 100 basis points, accrued from the due date (without extensions) of the corresponding tax return to the date of payment specified by the TRA.
+Added: In addition, the TRA
+Added: provides for interest, at a rate equal to the Secured Overnight Financing Rate plus 100 basis points, accrued from the due date (without extensions) of the corresponding tax return to the date of payment specified by the TRA.
While many of the factors that will determine the amount of payments that we will make under the TRA are outside of our control, we expect that the payments we will make under the TRA will be substantial and could materially and adversely affect our financial condition.
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however, nonpayment for a specified period may constitute a material breach of a material obligation under the TRA and therefore accelerate payments due under the TRA, as further described below.
−Removed: Furthermore, our future obligation to make payments under the TRA could
−Removed: make us a less attractive target for an acquisition, particularly in the case of an acquirer that cannot use some or all of the tax benefits that may be deemed realized under the TRA.
+Added: Furthermore, our future obligation to make payments under the TRA could make us a less attractive target for an acquisition, particularly in the case of an acquirer that cannot use some or all of the tax benefits that may be deemed realized under the TRA.
In certain cases, payments under the TRA may exceed the actual tax benefits we realize or be accelerated.
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Treasury regulations provide for certain safe harbors from treatment as a publicly traded partnership, and we intend to operate such that Exchanges or other transfers of New Symbotic Holdings Common Units qualify for one or more such safe harbors.
−Removed: For example, we intend to limit the number of New Symbotic Holdings unitholders, and the New Symbotic Holdings LLC Agreement provides for limitations on the ability of New Symbotic Holdings equityholders to transfer their New Symbotic Holdings Common Units and provides us with the right to cause the imposition of limitations and restrictions (in addition to those already in place) on the ability of New Symbotic Holdings equityholders to Exchange their New Symbotic Holdings Common Units to the extent we believe it is necessary to ensure that New Symbotic Holdings will continue to be treated as a partnership for U.S.
+Added: For example, we intend to limit the number of New Symbotic Holdings unitholders, and the New Symbotic Holdings LLC Agreement provides for limitations on the ability of New Symbotic Holdings equityholders to transfer their New Symbotic Holdings Common Units and provides us with the right to cause the imposition of limitations and restrictions (in addition to those already in place) on the ability of New Symbotic Holdings equityholders to Exchange their New Symbotic Holdings
+Added: Common Units to the extent we believe it is necessary to ensure that New Symbotic Holdings will continue to be treated as a partnership for U.S.
federal income tax purposes.
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We also face risks related to health pandemics or epidemics, such COVID-19, which could adversely affect our business, financial condition and results of operations.
−Removed: Our business operations and our System may be susceptible to outages due to fire, floods, unusual weather conditions, power loss, telecommunications failures, health pandemics or epidemics, terrorist attacks and other events beyond our control.
+Added: Our business operations and our systems may be susceptible to outages due to fire, floods, unusual weather conditions, power loss, telecommunications failures, health pandemics or epidemics, terrorist attacks and other events beyond our control.
Natural disasters including tornados, hurricanes, floods and earthquakes may damage the facilities of our customers, which could lead to reduced revenue for our customers and thus reduced sales for us.
−Removed: For example, during 2024, Hurricane Helene affected our ability to timely complete a customer installation at one of our sites.
+Added: For example, during our fiscal year 2024, Hurricane Helene affected our ability to timely complete a customer installation at one of our sites.
In addition, a substantial portion of our operations rely on support from our headquarters in Wilmington, Massachusetts.
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§ 201, the U.S.
−Removed: Travel Act and the USA PATRIOT Act, and are or will be subject to other anti-bribery and anti-money laundering laws in countries in which we conduct or will conduct activities.
+Added: Travel Act and the USA PATRIOT Act, and are or will be subject to other anti-bribery and anti-money laundering laws in countries in which we conduct or will conduct activities such as Mexico.
Anti-corruption laws are interpreted broadly and prohibit companies and their employees, agents, contractors and other collaborators from authorizing, promising, offering or providing, directly or indirectly, improper payments or anything else of value to recipients in the public or private sector.
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The Up-C structure allows the Warehouse Technologies LLC unitholders to retain their equity ownership in New Symbotic Holdings, an entity that is classified as a partnership for U.S.
−Removed: federal income tax purposes, in the form of common units of New Symbotic Holdings (“New Symbotic Holdings Common Units”).
+Added: federal income tax purposes, in the form of New Symbotic Holdings Common Units.
This allows the holders of New Symbotic Holdings Common Units to retain the tax benefits of owning interests in a pass-through entity while also being able to access public markets.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.