What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-11-24 compared with 2024-12-04 · 180 added, 168 removed, 291 unchanged (54% of the section changed)

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Our vision is to make the supply chain work better for everyone.

We do this by developing, commercializing, and deploying innovative, comprehensive technology solutions that dramatically improve supply chain operations.

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

Our System enhances operations at the front end of the supply chain, and therefore benefit all supply partners further down the chain, irrespective of fulfillment strategy.

Our System is based on a unique approach to connecting producers of goods to end users, in a way that resolves the mismatches of quantity, timing and location that arise between the two, while reducing costs.

The underlying architecture of our System is what differentiates our solution from anything else in the marketplace.

It utilizes fully autonomous robots, collectively controlled by our artificial intelligence (“A.I.”) enabled system software to achieve at scale, real world supply chain improvements that are so compelling that we believe our approach can become the de facto standard approach for how warehouses operate.

On July 23, 2023, we, along with New Symbotic Holdings, and Symbotic US (collectively, the “Symbotic Group”), entered into a Framework Agreement (the “Framework Agreement”) with Sunlight Investment Corp.

(“Sunlight”), SVF II Strategic Investments AIV LLC (“SVF” and, together with Sunlight, “SoftBank”), and GreenBox Systems LLC (“GreenBox”), related to the formation of GreenBox as a strategic joint venture between the Symbotic Group and SoftBank, the entry into a Limited Liability Company Agreement of GreenBox and Master Services, License and Equipment Agreement (the “Commercial Agreement”) and issuance of a warrant to purchase Class A Common Stock of Symbotic (the “GreenBox Warrant”).

GreenBox was established on July 21, 2023, and will build and automate supply chain networks globally by operating and financing our advanced A.I.

and automation technology for the warehouse.

We own 35% of GreenBox and SoftBank Group owns 65% of GreenBox.

Business Combination

Refer to Note 1, Organization and Operations to our consolidated financial statements for further details on the historical business organization and formation of Symbotic Inc.

We do this by developing, commercializing, and deploying innovative and comprehensive technology solutions that dramatically improve supply chain operations.

We automate the processing of pallets, cases and items (known as eaches) in warehouses.

Our robotic based automation systems, which include hardware and essential software, move, store and sort cases and eaches in warehouses.

Our systems are operational in a number of the world’s largest retailers, including Walmart, wholesale distributors, including C&S Wholesale Grocers, and are being deployed in GreenBox Systems LLC (“GreenBox”), our warehouse-as-a-service joint venture.

We have spent significant time working closely with our customers to develop, test and refine our technology.

We have approximately $22.5 billion of backlog as of September 27, 2025, of which our agreements with Walmart and GreenBox comprise the vast majority.

We have devoted significant funds and resources to date in developing and diversifying our systems and related applications.

Our systems are designed to increase efficiency, speed and flexibility of the supply chain by using proprietary robotics and A.I.-powered software for the movement and storage of goods.

Our intellectual property is protected by a portfolio of approximately 1,100 issued and/or pending patents.

We believe that the global supply chain has reached a point of critical stress, driving an inflection in demand for intelligent and scalable automation.

As consumer buying habits change, the labor market shifts, and cost of living wages increase, the demand on warehouse workers is becoming overly burdensome.

Manual operations are becoming unsustainable and older automation systems are not capable of optimally satisfying modern operational needs.

The dramatic growth in e-commerce has increased supply chain complexity by putting pressure on retailers to support multiple sales channels and orders of eaches in addition to cases and pallets.

Meanwhile, consumer expectations have evolved to demand a larger variety of items to be delivered quickly and seamlessly.

This has placed significant strain on the traditional supply chain and the people who support it.

We help our customers thrive in this increasingly challenging environment.

In January 2025, we acquired the Advanced Systems and Robotics (“ASR”) business from Walmart and signed a Master Automation Agreement that provides for the development, manufacture and installation of automated systems for online pickup and delivery at Walmart retail stores (“2025 Walmart MAA”).

This acquisition added a new product category for us to address the opportunity for automated fulfillment of customer orders at the local and store level, which supports the growth of e-commerce.

Under the 2025 Walmart MAA, as of September 27, 2025, we are operating several micro-fulfillment systems, which we will continue to support.

We are in the process of developing an advanced micro-fulfillment system for future deployments.

Key Components of Consolidated Statements of Operations

We generate revenue through our design and installation of supply chain automation systems to automate customers’ depalletizing, storage, selection, and palletization warehousing processes.

We generate revenue through our design and installation of supply chain automation systems to automate customers’ depalletizing, storage, selection, and palletization warehousing processes (“System”).

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

We enter into contracts with customers that can include various combinations of services to design and install

We enter into contracts with customers that can include various combinations of services to design and install the Systems.

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

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

We determine whether performance obligations are distinct based on whether the customer can benefit from the product or service on its own or together with other resources that are readily available and whether our commitment to provide the services to the customer is separately identifiable from other promises in the contract.

We determine whether performance obligations are distinct based on whether the customer can benefit from the good or service on its own or together with other resources that are readily available and whether our commitment to provide the goods or services to the customer is separately identifiable from other promises in the contract.

We have identified the following distinct performance obligations in our contracts with customers:

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Accordingly, they are treated as a single performance obligation.

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

Fees for Systems are typically either cost-plus fixed fee amounts, fixed, or in certain cases, subject to a capped cost amount that are due based on the achievement of a variety of milestones beginning at contract inception through final acceptance.

The substantial majority of our software is sold as a perpetual on-premise license, however, we do sell an immaterial amount of term-based on-premise licenses.

The key metrics which describe our System from commencement to completion are as follows:

The key metrics which describe our Systems from commencement to completion are as follows:

(1) “Start” is defined as when we sign a Statement of Work (“SOW”) with a customer;

(2) “Deployment” is defined as the period of time following the signed SOW until the acceptance of the System;

(2) “Deployment” is defined as the period of time following

the signed SOW until the acceptance of the System;

and (3) “Operational” is defined as achieving acceptance of a System.

The majority of Systems revenue occurs during Deployment, and once a System reaches acceptance, software maintenance and support begins.

The majority of Systems revenue occurs during Deployment, and once a System is Operational, software maintenance and support begins.

Software Maintenance and Support :

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Operation Services :

“Operation Services” is defined as assistance services we provide our customers operating the System and ensuring user experience is optimized for efficiency and effectiveness.

“Operation Services” is defined as assistance services, which can range from training services to managed services to on-site services we provide our customers operating the System and ensuring user experience is optimized for efficiency and effectiveness.

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

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Operation Services :

Operation Services cost of revenue consists primarily of labor cost for our operations team who is providing services to our customers to run their System within their warehouse.

Operation Services cost of revenue consists primarily of labor cost for our operations team who is providing assistance services to our customers.

Operation Services cost of revenue also includes the cost of spare parts sold to our customers as needed to service their System.

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Selling, general, and administrative expenses include all costs that are not directly related to satisfaction of customer contracts or research and development.

Selling, general, and administrative expenses include items for our selling and

administrative functions, such as sales, finance, legal, human resources, and information technology support.

Selling, general, and administrative expenses include items for our selling and administrative functions, such as sales, finance, legal, human resources, and information technology support.

These functions include costs for items such as salaries and benefits and other personnel-related costs, maintenance and supplies, professional fees for external legal, accounting, and other consulting services, intangible asset amortization, and depreciation expense.

Restructuring Charges

Restructuring charges are costs associated with restructuring plans and are primarily related to employee severance and benefit arrangements, lower of cost and net realizable value adjustments to inventory and long-lived assets that will no longer be used in operations, and termination fees for any contracts cancelled as part of the restructuring plans.

Other Income (Expense), Net

Other income (expense), net primarily consists of dividend and interest income earned on our money market accounts and the impact of foreign currency transaction gains and losses associated with monetary assets and liabilities.

As a result of the Business Combination, we were appointed as the sole managing member of Symbotic Holdings.

Symbotic Holdings is a limited liability company that is treated as a partnership for U.S.

federal income tax purposes and for most applicable state and local income taxes.

Any taxable income or loss generated by Symbotic Holdings is passed through to and included in the taxable income or loss of its members, including us, on a pro rata basis, subject to applicable tax regulations.

Other income (expense) also consists of any gain, losses, or impairments on our strategic investments and derivative instruments.

We are subject to U.S.

federal income taxes, in addition to state and local income taxes, with respect to our allocable share of any taxable income or loss of Symbotic Holdings.

federal income taxes, in addition to state and local income taxes, with respect to our allocable share of any taxable income or loss of Symbotic Holdings LLC.

We also have foreign subsidiaries which are subject to income tax in their local jurisdictions.

Prior to the close of the Business Combination, our financial reporting predecessor, Legacy Warehouse was treated as a pass-through entity for tax purposes and no provision, except for certain foreign subsidiaries which are taxed in their respective foreign jurisdictions, was made in the consolidated financial statements for income taxes.

Any income tax items for the periods prior to the close of the Business Combination are related to the applicable subsidiary companies that are subject to foreign income tax.

Results of Operations for the Years Ended September 27, 2025 and September 28, 2024

The following tables set forth certain consolidated financial data in U.S.

dollar amounts and as a percentage of total revenue.

The following tables set forth our results of operations for the periods presented and as a percentage of our total revenue for those periods.

The data has been derived from the consolidated financial statements contained in this Annual Report on Form 10-K which include, in our opinion, all adjustments, consisting only of normal recurring adjustments, that we consider necessary for a fair statement of the financial position and results of operations for the interim periods presented.

The period-to-period comparison of financial results is not necessarily indicative of financial results to be achieved in future periods.

September 27, 2025 September 28, 2024

(in thousands)

Systems $ 1,705,440 $ 1,138,059

$ 2,118,868 $ 1,705,440

Software maintenance and support

29,602 14,173

Operation services

98,452 68,566

Total revenue

2,246,922 1,788,179

Cost of revenue:

Systems 1,466,841 940,076

1,710,446 1,466,841

Software maintenance and support

Operation services

105,304 66,723

Total cost of revenue

Gross profit 245,666 189,739

1,824,312 1,542,513

422,610 245,666

Operating expenses:

Research and development expenses

216,013 173,457

Selling, general, and administrative expenses

298,730 188,934

Restructuring charges 22,873 —

Total operating expenses

537,616 362,391

Operating loss

(115,006) (116,725)

Other income, net

36,063 37,042

Loss before income tax and equity method investment

(78,943) (79,683)

Income tax benefit (expense)

1,627 (4,212)

Loss from equity method investment (13,716) (777)

Net loss $ (84,672) $ (207,894)

$ (91,032) $ (84,672)

September 27, 2025 September 28, 2024

Systems 95 % 97 %

Software maintenance and support

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Cost of revenue:

Systems 82 80

Software maintenance and support

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Total cost of revenue

Gross profit 14 16

Operating expenses:

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Selling, general, and administrative expenses

Restructuring charges 1 —

Total operating expenses

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Loss from equity method investment (1) —

Net loss (5) % (18) %

* Percentages are based on actual values.

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Total revenue $ 2,246,922 $ 1,788,179 $ 458,743 26 %

Systems revenue increased for the year ended September 28, 2024, as compared to the year ended September 30, 2023, due to 44 Systems in Deployment for the fiscal year ended September 28, 2024, as compared to 35 Systems in Deployment for the fiscal year ended September 30, 2023.

The increase in Deployments is primarily due to the continued build out of our Systems included in the Walmart Master Automation Agreement.

Pursuant to the Master Automation Agreement, we are installing and implementing our System within all of Walmart’s 42 regional distribution centers.

We expect the Master Automation Agreement to continue to generate Systems revenue as we install and implement the Systems at the remaining regional distribution centers through fiscal year 2029.

The increase in Software Maintenance and Support revenue is due to 25 Operational Systems which are under Software Maintenance and Support contracts for the year ended September 28, 2024, as compared to 12 Operational Systems which are under Software Maintenance and Support contracts for the year ended September 30, 2023.

The increase in Operation Services revenue is attributable to an increase in Operational Systems where we are performing Operation Services for the year ended September 28, 2024, as compared to the year ended September 30, 2023.

Systems revenue increased for the year ended September 27, 2025, as compared to the year ended September 28, 2024, due to there being 50 Systems in Deployment for the fiscal year ended September 27, 2025, as compared to 44 Systems in Deployment for the fiscal year ended September 28, 2024.

The increase in Systems revenue was also attributable to the additional revenue generated from the 2025 Walmart MAA for ASR.

The increase in Software Maintenance and Support revenue is due to 48 Operational Systems which were under Software Maintenance and Support contracts for the year ended September 27, 2025, as compared to 25 Operational Systems which were under Software Maintenance and Support contracts for the year ended September 28, 2024.

The increase in Operation Services revenue is attributable to an increase in Operational Systems where we were performing Operation Services for the year ended September 27, 2025, as compared to the year ended September 28, 2024.

The increase results from the number of Operational Systems we have as well as spare parts sales to our customers for the year ended September 27, 2025, as compared to the year ended September 28, 2024.

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The increase in gross profit is primarily driven by 50 Systems in Deployment during the fiscal year ended September 27, 2025, as compared to 44 Systems in Deployment during the fiscal year ended September 28, 2024.

The increase in Software Maintenance and Support gross profit is driven by the revenue from the additional Operational Systems which are under Software Maintenance and Support contracts for the year ended September 28, 2024, as compared to the year ended September 30, 2023, while costs to perform our Software Maintenance and Support services remained relatively flat.

The increase in Operation Services gross profit for the year ended September 28, 2024, as compared to the year ended September 30, 2023, is driven by an increase in the number of Operational Systems where we are performing Operation Services, efficiency improvement on our existing Systems where we are performing Operation Services, and profit generated from the sales of spare parts.

The increase in Systems gross profit was further driven by lower cost of revenue resulting from better cost control.

The increase in Software Maintenance and Support gross profit is driven by the revenue from the additional Operational Systems which were under Software Maintenance and Support contracts for the year ended September 27, 2025, as compared to the year ended September 28, 2024, while costs to perform our Software Maintenance and Support services remained relatively flat.

The decrease in Operation Services gross profit for the year ended September 27, 2025, as compared to the year ended September 28, 2024, was driven by an increase in Operation Services costs at certain of our customer sites, certain loss contracts where Operation Services expense exceeded revenue, and a decrease in the mix in the profit generated from the sale of spare parts to our customers, which was partially offset by additional training services provided to our customers, and services related to the acquisition of ASR.

Research and Development Expenses

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Percentage of total revenue 10 % 10 %

The decrease in research and development expenses for the year ended September 28, 2024, as compared to the year ended September 30, 2023, is due to the following:

The increase in research and development expenses for the year ended September 27, 2025, as compared to the year ended September 28, 2024, is due to the following:

(in thousands)

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Prototype-related costs, allocated overhead expenses, and other 27,274

Employee-related costs decreased primarily as a result of a decrease in stock-based compensation expense and expense incurred for contractors.

As we apply the graded-vesting method of expense recognition to all stock-based compensation

awards with service-only conditions, lower expense was incurred during the year ended September 28, 2024, as compared to the year ended September 30, 2023, due to the expense recognized during the year ended September 30, 2023 for the issuance of restricted stock to our employees following the Business Combination.

Additionally, we experienced a decrease in the expense related to contractors as a result of a combination of hiring full time employees and outsourcing certain business activities to third parties.

These decreases were partially offset by an increase in payroll related costs as we continue to grow our software and hardware engineering organizations to support the development of key projects and to support the continued expansion of our A.I.

and analytics capabilities.

The increase in prototyping-related costs, allocated overhead expenses, and other during the year ended September 28, 2024, as compared to the year ended September 30, 2023, is primarily attributable to an increase in allocated overhead expenses from selling, general, and administrative expenses to research and development expenses resulting from an increase to general overhead expenses such as rent and other occupancy expenses for the year ended September 28, 2024.

The primary driver for the increase in employee-related costs for the year ended September 27, 2025, as compared to the year ended September 28, 2024, was from an increase in engineering resources assigned to customer projects, which was

primarily related to the 2025 Walmart MAA.

There was also an increase in the cost for contractors and consultants for the year ended September 27, 2025, as compared to the year ended September 28, 2024, which we use to support our growth.

Prototyping-related costs, allocated overhead expenses, and other expenses increased for the year ended September 27, 2025, as compared to the year ended September 28, 2024, primarily from an increase in prototype expenses as we implement efforts to expand our current product offerings, as well as an increase in amortization expense attributable to the intangible assets that we acquired through our asset and business acquisition transactions.

Selling, General, and Administrative Expenses

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(dollars in thousands)

Selling, general, and administrative $ 188,934 $ 217,927 $ (28,993) (13 %)

Selling, general, and administrative expenses $ 298,730 $ 188,934 $ 109,796 58 %

Percentage of total revenue 13 % 11 %

The decrease in selling, general, and administrative expenses for the year ended September 28, 2024, as compared to the year ended September 30, 2023, is due to the following:

The increase in selling, general, and administrative expenses for the year ended September 27, 2025, as compared to the year ended September 28, 2024, is due to the following:

(in thousands)

1 unchanged sentence

Allocated overhead expenses and other 23,883

Employee-related costs decreased primarily as a result of a decrease in stock-based compensation expense and expense incurred for contractors.

As we apply the graded-vesting method of expense recognition to all stock-based compensation awards with service-only conditions, lower expense was incurred during the year ended September 28, 2024, as compared to the year ended September 30, 2023, due to the expense recognized during the year ended September 30, 2023 for the issuance of restricted stock to our employees following the Business Combination.

Additionally, we experienced a decrease in the expense related to contractors as a result of a combination of hiring full time employees and outsourcing certain business activities to third parties.

These decreases were partially offset by an increase to payroll-related expenses incurred as our business continues to grow.

Allocated overhead and other expenses increased primarily due to an increase in information technology related costs as well as audit and tax expenses as compared to the prior year as our employee base and infrastructure continue to grow.

Employee-related costs increased in the year ended September 27, 2025, as compared to the year ended September 28, 2024, primarily as a result of our full-time employee and contractor headcount growth within our selling, general, and administrative functions.

We increased our headcount primarily to support our rapid acceleration of System Deployments and business transformation.

We incurred incremental costs related to building both shorter-term as well as permanent processes and infrastructure to ramp partnerships and operations.

Allocated overhead and other expenses increased in the year ended September 27, 2025, as compared to the year ended September 28, 2024, primarily due to an increase in information technology related costs to support growth within our employee base and infrastructure, as well as an increase in audit, tax, and legal expenses, primarily attributable to increased professional services fees related to strategic acquisitions and our internal controls remediation.

Restructuring Charges

September 27, 2025 September 28, 2024 Amount

(dollars in thousands)

Restructuring charges

$ 22,873 $ — $ 22,873 100 %

Percentage of total revenue

We incurred $22.9 million of restructuring charges for the year ended September 27, 2025 resulting from severance and other benefits expense primarily related to the reduction of workforce across all areas of the employees that joined the Company’s workforce in connection with the acquisition of ASR.

A portion of these charges were reimbursed by Walmart in connection with the acquisition of ASR.

Other income, net

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Percentage of total revenue 2 % 2 %

The increase in other income, net for the year ended September 28, 2024, as compared to the year ended September 30, 2023, is due to higher interest earned on invested cash balances and marketable securities as a result of increased interest rates and higher cash balance.

The decrease in other income, net for the year ended September 27, 2025, as compared to the year ended September 28, 2024, was due to less interest income earned during the year ended September 27, 2025 resulting from lower interest rates in the current fiscal year, despite a higher cash balance.

The decrease in interest income was offset by other income earned on the fair value adjustment recorded during the year ended September 27, 2025 related to our warrants to purchase shares of a supplier.

Year Ended Change

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Income tax benefit (expense) $ 1,627 $ (4,212) $ 5,839 139 %

Percentage of total revenue — % — %

We recorded an income tax expense for the year ended September 28, 2024, primarily related to the establishment of $3.9 million of a valuation allowance related to foreign deferred tax asset, as compared to a benefit for the year ended September 30, 2023, which was primarily related to the release of $6.1 million of previously established valuation allowances related to foreign deferred tax assets.

Percentage of total revenue nil nil

We recorded an income tax benefit for the year ended September 27, 2025, primarily related to the release of $2.2 million valuation allowance related to our acquisition of ASR, as compared to an expense for the year ended September 28, 2024, which was primarily related to the establishment of $3.9 million of valuation allowance related to foreign deferred tax assets.

Refer to Note 11, Income Taxes , for further information.

Non-GAAP Financial Measures

In addition to providing financial measurements based on generally accepted accounting principles in the United States of America, (“GAAP” or “U.S.

GAAP”), we provide additional financial metrics that are not prepared in accordance with GAAP, or non-GAAP financial measures.

In addition to providing financial measurements based on GAAP, we provide additional financial metrics that are not prepared in accordance with GAAP, or non-GAAP financial measures.

We use these non-GAAP financial measures, in addition to GAAP financial measures, to understand and compare operating results across accounting periods, for financial and operational decision making, for planning and forecasting purposes, to measure executive compensation, and to evaluate our financial performance.

These non-GAAP financial measures are Adjusted EBITDA, Adjusted gross profit, Adjusted gross profit margin, and Free cash flow, as discussed below.

These non-GAAP financial measures are Adjusted EBITDA, Adjusted gross profit, Adjusted gross profit margin, Adjusted research and development expenses, Adjusted selling, general, and administrative expenses, and free cash flow, as discussed below.

We believe that these non-GAAP financial measures reflect our ongoing business in a manner that allows for meaningful comparisons and analysis of trends in the business, as it facilitates comparing financial results across accounting periods and to those of peer companies.

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business combination transaction expenses;

CEO transition charges;

joint venture formation fees;

equity method investment;

internal control remediation;

business transformation costs;

fair value adjustments on strategic investments;

restructuring charges;

joint venture formation fees;

equity financing transaction costs;

equity method investment;

and other infrequent items that may arise from time to time.

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Our stock-based compensation non-GAAP financial measures exclusion includes non-cash stock-based compensation expense and payroll taxes related to stock-based compensation awards.

• Business combination transaction expenses – Business combination transaction expenses represent the expenses incurred related to the Business Combination, which we completed on June 7, 2022 as well as other strategic acquisition opportunities.

• Business combination transaction expenses – Business combination transaction expenses represent the expenses incurred related to strategic acquisition opportunities.

It primarily includes investment banker fees, legal fees, professional fees for accountants, transaction fees, advisory fees, due diligence costs, certain other professional fees, and other direct costs associated with strategic activities.

These amounts are impacted by the timing of the Business Combination or other strategic acquisition opportunities which we may pursue.

We exclude Business combination transaction expenses from our non-GAAP financial measures to provide a useful comparison of

our operating results to prior periods and to peer companies because such amounts vary significantly based on the magnitude of the Business Combination transaction and do not reflect our core operations.

• Joint venture formation fees – Joint venture formation fees represent the charges incurred associated with the formation of GreenBox, which was formed on July 21, 2023.

It primarily includes investment banker fees, legal fees, transaction fees, advisory fees, and certain other professional fees.

We exclude joint venture formation fees from our non-GAAP financial measures to provide a useful comparison of our operating results to prior periods and peer companies because such amounts vary significantly based on the magnitude of the joint venture and do not reflect our core operations.

• CEO transition charges – CEO transition charges represent the charges incurred associated with the separation agreement we entered into with Michael Loparco in November 2022.

We exclude these CEO transition charges from our non-GAAP financial measures to provide a useful comparison of our operating results to prior periods and to our peer companies because such amounts are not representative of our normal operating activities.

• Restructuring charges – Restructuring charges represent charges incurred associated with certain actions to our restructure within the U.S.

These charges include severance and related expenses for workforce reductions, lower of cost and net realizable value adjustments to inventory and long-lived assets that will no longer be used in operations, and termination fees for any contracts cancelled as part of these actions.

These amounts are impacted by the timing of the strategic acquisition opportunities which we may pursue.

We exclude business combination transaction expenses from our non-GAAP financial measures to provide a useful comparison of our operating results between periods and to peer companies because such amounts vary significantly based on the magnitude of the transaction and do not reflect our core operations.

• Restructuring charges – Restructuring charges are costs associated with restructuring plans and are primarily related to employee severance and benefit arrangements, lower of cost and net realizable value adjustments to inventory and long-lived assets that will no longer be used in operations, and termination fees for any contracts cancelled as part of the restructuring plan.

The restructuring charges in fiscal year 2025 represent those charges incurred related to a reduction of our workforce across all areas of the employees that joined the Company’s workforce in connection with the acquisition of ASR.

The restructuring charges in fiscal years 2023 and 2024 represent those charges incurred associated with certain actions to restructure parts of the Company within the U.S.

We exclude these items from our non-GAAP financial measures when evaluating our continuing business performance as such items vary significantly based on the magnitude of the restructuring action and do not reflect future expected operating expenses.

In addition, these charges do not necessarily provide meaningful insight into the fundamentals of current or past operations of our business.

• Equity financing transaction costs – Equity financing transaction costs represent the costs incurred, including for legal and accountant fees, transaction fees, advisory fees, due diligence costs, and certain other professional fees that are directly related to our equity financing transaction which occurred in February 2024.

We exclude these costs from our non-GAAP financial measures to provide a useful comparison of our operating results to prior periods and to our peer companies because such amounts are not representative of our normal operating activities.

• Internal control remediation – Internal control remediation costs represent professional services fees related to the Company’s efforts to remediate material weaknesses.

We excluded these fees from our non-GAAP financial measures to provide a useful comparison of our operating results between periods and to our peer companies because such amounts are not representative of our normal operating activities.

• Business transformation costs – Business transformation costs represent consultancy fees incurred for specific business initiatives that do not reflect the cost of normal business operations.

We excluded these costs from our non-GAAP financial measures to provide a useful comparison of our operating results between periods and to our peer companies because such amounts are not representative of our normal operating activities.

• Fair value adjustments on strategic investments – Fair value adjustments on strategic investments primarily consist of the gain or loss on strategic investments, which includes recurring fair value adjustments which are adjusted for observable price changes and any potential impairments.

See Note 13, Fair Value Measures , included in this report for additional information on our strategic investment activity.

We exclude fair value adjustments on strategic investments given the volatility in ongoing adjustments to the valuation of these strategic investments and because such adjustments are unrelated to the operating performance of our business.

• Equity method investment – Equity method investment represents our proportionate share of income or loss of unconsolidated variable interest entities.

We exclude this from our non-GAAP financial measures to provide a useful comparison of our operating results to prior periods and to our peer companies because such amounts are not representative of our normal operating activities.

We exclude this from our non-GAAP financial measures to provide a useful comparison of our operating results between periods and to our peer companies because such amounts are not representative of our normal operating activities.

• CEO transition costs – CEO transition costs represent the costs incurred during 2023 associated with the separation agreement we entered into with Michael Loparco in November 2022.

We exclude these transition costs from our non-GAAP financial measures because such amounts are not representative of our normal operating activities.

• Joint venture formation fees – Joint venture formation fees represent the charges incurred associated with the formation of GreenBox, which was established on July 21, 2023.

It primarily includes investment banker fees, legal fees, transaction fees, advisory fees, and certain other professional fees.

We exclude joint venture formation fees from our non-GAAP financial measures to provide a useful comparison of our operating results between periods and peer companies because such amounts do not reflect our core operations.

• Equity financing transaction costs – Equity financing transaction costs represent the costs incurred, including for legal, professional fees for accountants, transaction fees, advisory fees, due diligence costs, and certain other professional fees that are directly related to an equity financing transaction.

The following table reconciles GAAP net loss to Adjusted EBITDA during the periods presented (in thousands):

September 27, 2025 September 28, 2024 September 30, 2023

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

$ (91,032) $ (84,672) $ (207,894)

Interest income

Income tax benefit (expense) 4,212 (4,619) —

(31,456) (36,907) (11,391)

Income tax expense (benefit)

(1,627) 4,212 (4,619)

Depreciation and amortization

39,617 20,845 9,475

Stock-based compensation

180,834 120,608 157,023

Business combination transaction expenses

Joint venture formation fees 1,089 14,900 —

CEO transition charges — 2,026 —

Restructuring charges 22,233 33,431 22,899

Equity financing transaction costs 1,985 — —

Internal control remediation 8,406 — —

Business transformation costs 3,685 — —

Fair value adjustments on strategic investments (4,481) — —

Equity method investment 13,716 777 —

CEO transition charges — — 2,026

Joint venture formation fees — 1,089 14,900

Equity financing transaction costs — 1,985 —

Adjusted EBITDA

$ 147,457 $ 61,692 $ (17,581)

We consider Adjusted gross profit and Adjusted gross profit margin to be important indicators of profitability which we use in our financial and operational decision-making and evaluation of our overall operating performance.

We define Adjusted gross profit, a non-GAAP financial measure, as GAAP gross profit excluding the following items:

depreciation,

stock-based compensation expense, and restructuring charges.

depreciation, stock-based compensation, and restructuring charges.

We define Adjusted gross profit margin, a non-GAAP financial measure, as non-GAAP Adjusted gross profit divided by total revenue.

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Adjusted gross profit margin 21.0 % 16.9 % 18.4 %

We consider Adjusted research and development expenses and Adjusted selling, general, and administrative expenses to be important indicators of profitability which we use in our financial and operational decision-making and evaluation of our overall operating performance.

We define Adjusted research and development expenses and Adjusted selling, general, and administrative expenses as GAAP research and development expense or selling, general, and administrative expense excluding the items indicated in the tables below.

The following tables reconcile GAAP research and development expenses to Adjusted research and development expenses and GAAP selling, general, and administrative expenses to Adjusted selling, general, and administrative expenses during the periods presented (in thousands):

September 27, 2025 September 28, 2024 September 30, 2023

Research and development expenses $ 216,013 $ 173,457 $ 195,042

Depreciation and amortization (19,990) (4,883) (4,581)

Stock-based compensation (57,213) (53,266) (69,729)

Adjusted research and development expenses $ 138,810 $ 115,308 $ 120,732

September 27, 2025 September 28, 2024 September 30, 2023

Selling, general, and administrative expenses $ 298,730 $ 188,934 $ 217,927

Depreciation and amortization (9,214) (8,220) (4,548)

Stock-based compensation (83,943) (51,686) (80,823)

Business combination transaction expenses (7,562) (324) —

Internal control remediation (8,406) — —

Business transformation costs (3,685) — —

CEO transition costs — — (2,026)

Joint venture formation fees — (1,089) (14,900)

Equity financing transaction costs — (1,985) —

Adjusted selling, general, and administrative expenses $ 185,920 $ 125,630 $ 115,630

We consider free cash flow to be an important indicator of financial liquidity, which we use in our financial and operational decision-making and evaluation of our overall operating performance.

We define free cash flow as net cash provided by, or used in, operating activities less purchases of property and equipment and capitalization of internal use software development costs.

The following table reconciles GAAP net cash provided by (used in) operating activities to Free cash flow during the periods presented (in thousands):

The following table reconciles GAAP net cash provided by, or used in, operating activities to free cash flow during the periods presented (in thousands):

September 27, 2025 September 28, 2024 September 30, 2023

Net cash provided by (used in) operating activities $ 866,939 $ (58,077) $ 230,794

Purchases of property and equipment (42,237) (15,688) (17,950)

Capitalization of internal use software development costs (2,137) (5,638) —

Purchases of property and equipment and capitalization of internal use software development costs (79,030) (44,374) (21,326)

Free cash flow $ 787,909 $ (102,451) $ 209,468

Liquidity and Capital Resources

As of September 28, 2024, our principal sources of liquidity were cash received upon exercise of warrants and equity financing transactions, proceeds received from the maturities of marketable securities, and cash received from customers upon the inception and continuation of contracts to install Systems.

As of September 27, 2025, our principal sources of liquidity were cash received from customers upon the inception and continuation of contracts to install Systems.

The following table shows net cash and cash equivalents provided by (used in) operating activities, net cash and cash equivalents provided by (used in) investing activities, and net cash and cash equivalents provided by (used in) financing activities during the periods presented:

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Operating Activities

Our net cash and cash equivalents provided by (used in) operating activities consists of net loss adjusted for certain non-cash items, including depreciation and amortization, foreign currency gains and losses, marketable securities gains and losses, provision for excess and obsolete inventory, and stock-based compensation, as well as changes in operating assets and

The primary changes in working capital items, such as the changes in accounts receivable and deferred revenue, result from the difference in timing of payments from our customers related to Deployments and the associated costs incurred by us to fulfill the System performance obligation.

Our net cash provided by operating activities consists of net loss adjusted for certain non-cash items, including depreciation and amortization, foreign currency gains and losses, loss on disposal of assets, provision for excess and obsolete inventory, and stock-based compensation, as well as changes in operating assets and liabilities.

The primary changes in working capital items, such as the changes in accounts receivable and deferred revenue, result from the difference in timing of payments from our customers related to System Deployments and the associated costs incurred by us to fulfill the System performance obligation.

This may result in an operating cash flow source or use for the period, depending on the timing of payments received as compared to the fulfillment of the System performance obligation.

Net cash used in operating activities was $(58.1) million for the year ended September 28, 2024.

Net cash used in operating activities was driven by our net loss of $(84.7) million, which was adjusted for non-cash items of $163.2 million, primarily consisting of $112.2 million stock-based compensation expense, $23.5 million depreciation and amortization, $33.3 million provision for excess and obsolete inventory, offset by $(10.1) million gain on investments.

Changes in operating assets and liabilities from the prior fiscal year resulted in use of cash for operating assets and liabilities of $(136.6) million, and was mainly due to the timing of cash payments to vendors, cash receipts from customers, and the timing of invoicing to our customers.

Net cash provided by operating activities was $866.9 million for the year ended September 27, 2025.

Net cash provided by operating activities was due to our net loss of $(207.9) million adjusted for non-cash items of $186.1 million, primarily consisting of $154.2 million stock-based compensation expense, $11.3 million depreciation and amortization, $22.3 million provision for excess and obsolete inventory, offset by $(4.6) million deferred tax assets, net.

Additionally, sources of cash provided by operating assets and liabilities of $252.6 million was due to the timing of cash payments to vendors and cash receipts from customers.

Our cash provided by operating assets and liabilities was primarily attributable to an increase in cash receipts from customers as compared to the timing of costs incurred by us to fulfill the System installation performance obligation resulting from the increase in customer contracts and System installations in process during the year ended September 30, 2023.

Net cash provided by operating activities was driven by our net loss of $91.0 million, which was adjusted for non-cash items of $243.9 million, primarily consisting of $183.9 million stock-based compensation expense, $39.6 million depreciation and amortization, $7.1 million provision for excess and obsolete inventory, and $13.7 million loss from equity method investment.

Changes in operating assets and liabilities from the prior fiscal year resulted in a source of cash for operating assets and liabilities of $714.0 million, and was mainly due to the timing of cash payments to vendors, cash receipts from customers, and the timing of invoicing to our customers.

Net cash used in operating activities was $58.1 million for the year ended September 28, 2024.

Net cash used in operating activities was due to our net loss of $84.7 million, which was adjusted for non-cash items of $164.0 million, primarily consisting of $112.2 million stock-based compensation expense, $20.8 million depreciation and amortization, $33.3 million provision for excess and obsolete inventory, offset by $10.1 million gain on investments.

Changes in operating assets and liabilities from the prior fiscal year resulted in a use of cash for operating assets and liabilities of $137.4 million, and was mainly due to the timing of cash payments to vendors, cash receipts from customers, and the timing of invoicing to our customers.

Investing Activities

Our investing activities have consisted primarily of property and equipment purchases, capitalization of internal use software development costs, purchases of marketable securities, and proceeds from maturities of marketable securities.

Net cash and cash equivalents provided by investing activities for the year ended September 28, 2024 consisted of $42.2 million of purchased property and equipment.

Our investing activities have consisted primarily of property and equipment purchases, capitalization of internal use software development costs, and acquisitions of strategic investments.

Net cash and cash equivalents used in investing activities for the year ended September 27, 2025 consisted of $79.0 million of purchased property and equipment and capitalization of internal use software development fees.

Additionally, during the year ended September 27, 2025, we purchased strategic investments in privately held companies in which we do not have a controlling interest for $129.9 million.

Further, we incurred $141.8 million to acquire all of the outstanding equity interests of Walmart’s Advanced Systems & Robotics Inc.

(“ASR”) business.

Net cash and cash equivalents provided by investing activities for the year ended September 28, 2024 consisted of $44.4 million of purchased property and equipment and capitalization of internal use software development fees.

Additionally, during the year ended September 28, 2024, we purchased U.S.

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We also acquired strategic investments of $90.5 million, which primarily consists of the investment we have made into the GreenBox VIE.

Net cash and cash equivalents used in investing activities during the year ended September 30, 2023 consisted of $15.7 million of purchased property and equipment.

Additionally, during the year ended September 30, 2023, we purchased U.S.

Treasury securities for $408.2 million, and received proceeds of $130.0 million upon the maturity of certain U.S.

Treasury securities.

We also capitalized $5.6 million of internal use software development costs related to internal projects which are targeted to improve the capabilities of our System software.

Financing Activities

Our financing activities typically consist of payments and proceeds related to our equity incentive plans for RSUs and our ESPP, and also include proceeds from the exercise of the vested warrants issued to Walmart as well as proceeds from equity financing transactions.

Our financing activities typically consist of payments and proceeds related to our equity incentive plans for both RSUs and ESPP, and also include proceeds from the exercise of the vested warrants issued to Walmart as well as proceeds from equity financing transactions.

For the year ended September 27, 2025, the cash provided by financing activities primarily consisted of proceeds of $4.9 million in net proceeds from the issuance of common stock under the employee stock purchase plan, which was slightly offset by $3.0 million from payments we made for taxes related to the net share settlement of stock-based compensation awards.

For the year ended September 28, 2024, the cash provided by financing activities primarily consisted of proceeds of $258.0 million related to the issuance of Class A common stock upon completion of our equity financing in March 2024.

Cash of $158.7 million was also received in December 2023 related to the gross exercise by Walmart of their vested Warrant Units.

To offset the receipt of cash, we incurred a payment of $48.2 million related to distributions to Symbotic Holdings LLC partners.

No other significant financing activities occurred during the year ended September 28, 2024.

For the year ended September 30, 2023, we incurred a payment of $26.7 million for the taxes related to the net share settlement of stock-based compensation awards.

We also received proceeds of $2.6 million from the issuance of common stock under our ESPP upon the expiration of the first two offering periods at the end of December 2022 and June 2023, respectively.

To offset the receipt of cash, we incurred a payment of $48.2 million related to distributions to or on behalf of Symbotic Holdings LLC partners.

Contractual Obligations and Commitments and Liquidity Outlook

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As of September 27, 2025, we have a cash and cash equivalents balance of $1,245.0 million.

Our cash requirements for the year ended September 28, 2024 were primarily related to capital expenditures,

inventory purchases in order to deliver to our customers our Systems in an orderly manner in line with our installation timelines, and purchases of marketable securities in order to diversify the composition of our cash balance.

Our cash requirements for the year ended September 27, 2025 were primarily related to capital expenditures, inventory purchases in order to deliver to our customers our Systems in an orderly manner in line with our installation timelines, and purchases of strategic investments in order to diversify the composition of investment portfolio.

We expect our current cash and cash equivalents, working capital, and our forecasted cash flows from operations to be sufficient to meet our foreseeable cash needs for at least the next 12 months.

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In preparing our financial statements, we make estimates, assumptions, and judgments that can have a significant impact on our reported revenue, results of operations, and net income or loss, as well as on the value of certain assets and liabilities on our balance sheet during and as of the reporting periods.

These estimates, assumptions, and judgments are necessary because future events and their effects on our results and the value of our assets cannot be determined with certainty and are made based on our historical experience and on other assumptions that we believe to be reasonable under the circumstances.

the circumstances.

These estimates may change as new events occur or additional information is obtained, and we may periodically be faced with uncertainties, the outcomes of which are not within our control and may not be known for a prolonged period of time.

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Although most of our sales agreements contain standard terms and conditions, certain agreements contain multiple performance obligations or non-standard terms and conditions.

For customer contracts that contain more than one performance obligation, we allocate the total transaction consideration to each performance obligation based on the relative stand-alone selling price of each performance obligation within the contract.

For customer contracts that contain more than one performance obligation, we allocate the total transaction consideration to each performance obligation based on the relative observable stand-alone selling price of each performance obligation within the contract.

To determine stand-alone selling price, we maximize the use of observable standalone sales and observable data, where available.

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These estimates leverage available information that may include other observable inputs or use the expected cost-plus margin approach to estimate the price we would charge if the products and services were sold separately.

We rely on either observable standalone sales or an expected cost

plus a margin approach to determine the standalone selling price of offerings, depending on the nature of the performance obligation.

We rely on either observable standalone sales or an expected cost plus a margin approach to determine the standalone selling price of offerings, depending on the nature of the performance obligation.

As we further discuss in Note 2, Summary of Significant Accounting Policies in the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K, for the majority of contracts with customers entered into, revenue from the sales of our Systems is recognized over time as the asset created by our performance does not have alternative use to us and an enforceable right to payment for performance completed to date is present.

We consider the contractual consideration payable by the customer and assess variable consideration that may affect the total transaction price, including contractual discounts, changes in total System contract cost estimates, contract incentive payments, shipping fees, inflation adjustments, and other sources of variable consideration, when determining the transaction price of each contract.

We account for all consideration payable to a customer as a reduction of revenue.

Consideration payable to a customer may include cash amounts we are obligated to pay or expect to pay a customer, as well as credits or other items that can be applied against amounts owed to us.

Variable consideration revenue is recognized only to the extent that it is probable that a significant reversal of revenue will not occur and when collection is considered probable.

We also account for any material right obligations identified to a customer as a reduction of revenue, such as a contingent promise to acquire additional products and services in the future.

We recognize revenue as work progresses, using costs incurred to date relative to total estimated costs at completion.

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Stock-based Compensation

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

Following the Business Combination, we have three classes of common stock, Class A Common Stock, Class V-1 Common Stock, and Class V-3 Common Stock.

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

The Class A Units were converted into Common Stock using an exchange ratio of 61.28 per share, the Class B Units were converted into Common Stock using an exchange ratio of 47,508,300.00 per share, the Class B-1 Units were converted into Common Stock using an exchange ratio of 24,041,300.00 per share, and the Class C Units were converted into Common Stock using an exchange ratio of 58.15 per share.

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

We have three classes of common stock, Class A Common Stock, Class V-1 Common Stock, and Class V-3 Common Stock.

We typically issue restricted stock units (“RSUs”) as stock-based compensation.

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Such estimates are revised, if necessary, in subsequent periods when the underlying factors change our evaluation of the probability of achieving the financial performance objectives.

Accordingly, stock-based

compensation expense associated with performance-based RSUs may differ significantly from the amount recorded in the current period.

Accordingly, stock-based compensation expense associated with performance-based RSUs may differ significantly from the amount recorded in the current period.

The assumptions used in calculating the fair value of stock-based compensation awards represents management’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment.

As a result, if factors change and we use different assumptions, our stock-based compensation expense could be materially different in the future.

As there was no public market for our common units prior to the Business Combination, the estimated fair value of our Class C Units had been determined based on enterprise valuations performed by management with the assistance of a third-party valuation firm.

The third-party valuations of our common units were prepared in accordance with the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation (the “Practice Guide”), which prescribes several valuation approaches for determining the value of an enterprise, such as the cost, market, and income approaches, and various methodologies for allocating the value of an enterprise to its capital structure and specifically the common stock.

In accordance with the Practice Guide, the following methods of valuation were considered:

• Option Pricing Method (“OPM”) – The OPM estimates the value of the common equity using the various inputs in the Black-Scholes option pricing model.

The OPM treats the rights of the holders of common units as equivalent to that of call options on any value of the enterprise above certain break points of value based upon the liquidation preferences of the holders of our preferred units, as well as their rights to participation.

Thus, the value of the common units can be determined by estimating the value of its portion of each of these call option rights.

Under this method, the common units have value only if the funds available for distribution to the common unitholders exceed the value of the liquidation preferences of the preferred unitholders at the time of a liquidity event, such as a merger or sale.

Given that the common unit represents a non-marketable equity interest in a private enterprise, an adjustment to the preliminary value estimates is made to account for the lack of liquidity that a unitholder experiences.

This adjustment is commonly referred to as a discount for lack of marketability.

• Probability-Weighted Expected Return Method (“PWERM”) – The PWERM is a scenario-based analysis that estimates the value per unit based on the probability-weighted present value of expected future investment returns, considering each of the possible outcomes considered by us, as well as the economic and control rights of each class of units.

• Hybrid Method (“Hybrid Method”) – The Hybrid Method is a weighted-average method that combines elements of both the OPM and PWERM methods.

Weighting allocations are assigned to the OPM and PWERM methods factoring in possible future liquidity events.

The OPM was utilized for the independent third-party valuation of our Class C Units as of September 26, 2020.

Subsequently, because of our improved visibility into the timing of a potential initial public offering (“IPO”), the Hybrid Method was utilized for the independent third-party valuation of our Class C Units beginning in the third fiscal quarter of 2021.

Equity value for each liquidity event scenario utilized under the Hybrid Method valuation was weighted based on a probability of each event’s occurrence.

In our Hybrid Method, two types of future event scenarios were considered:

an IPO and a non-IPO scenario accounting for all other potential future exits.

Under both scenarios, the enterprise value was determined using a combination of the income approach, specifically a discounted cash flow analysis, and the market approach, specifically the similar transactions method and public company market multiple method.

The relative probabilities between the future exit scenarios were based on an analysis of performance and market conditions at the time, including then-current IPO valuations of similarly situated companies and expectations as to the timing and likely prospects of future event scenarios.

As the Class C Units contained a redemption feature outside of our control, the Class C Units were classified outside of permanent members’ deficit and the carrying value of Class C Units was adjusted to redemption value at each reporting period through a charge to members’ deficit (until such time as the Class C Units were redeemed or forfeited).

As noted above, in connection with the Business Combination, the Class C Units were converted into Common Stock using an exchange ratio of 58.15 per share.

Value Appreciation Units (“VAP Units”) may be exercised for a cash payment equal to the appreciation in the fair market value of 1/100th of a Class C Unit and are subject to three exercisability triggers before any vested award may be exercised, with the achievement of each trigger allowing one third of the vested award to be exercised.

Because the VAP

Units are settleable in cash, they are treated as liability classified awards.

Accordingly, the carrying value of the liability is adjusted to fair value at each reporting period through a charge to earnings (until such time as the VAP Units are settled or forfeited).

Further, the exercisability triggers noted above represent performance conditions that impact the vesting of the awards.

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

In the fourth quarter of fiscal year 2022, all outstanding VAP Units were converted into restricted stock units, and treated as a modification in accordance with ASC 718, Compensation - Stock Compensation , which resulted in a charge to additional paid-in capital of $24.4 million.

Warrant Transactions

Warrants to purchase units accounted for as equity instruments represent the warrants issued to Walmart and Sunlight as discussed in Note 21, Stock -Based Compensation and Warrant Units .

We have previously adopted Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update 2019-08, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606) (“ASU 2019-08”), which requires entities to measure and classify share-based payment awards granted to a customer by applying the guidance under Topic 718.

In order to calculate warrant charges, we utilized both the Monte Carlo simulation model and the Black-Scholes pricing model, which required key inputs including volatility and risk-free interest rate and certain unobservable inputs for which there is little or no market data, requiring us to develop our own assumptions.

We estimated the fair value of unvested warrants, considered to be probable of vesting, at the time.

Based on that estimated fair value, we determined warrant charges, which are recorded as a reduction of the transaction price.

Deferred tax assets are reduced by a valuation allowance when we believe that it is more-likely- than-not that some portion or all of the deferred tax assets will not be realized.

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Differences between the anticipated and actual outcomes of these future results could have a material impact on our consolidated results of operations and/or financial position.

ASC 740 prescribes a two-step approach for the recognition and measurement of tax benefits associated with the positions taken or expected to be taken in a tax return that affect amounts reported in the financial statements.

Accounting Standards Codification (“ASC”) Topic 740 prescribes a two-step approach for the recognition and measurement of tax benefits associated with the positions taken or expected to be taken in a tax return that affect amounts reported in the financial statements.

We have reviewed and will continue to review the conclusions reached regarding uncertain tax positions, which may be subject to review and adjustment at a later date based on ongoing analyses of tax laws, regulations and interpretations thereof.

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Tax Receivable Agreement

We entered into the TRA with Legacy Warehouse Holders that provides for the payment by the Company to the Legacy Warehouse Holders of 85% of the benefits, if any, that the Company realizes, or is deemed to realize (calculated using certain assumptions), as a result of (i) the existing tax basis in certain assets of New Symbotic Holdings that is allocable to the relevant New Symbotic Holdings Common Units, (ii) any step-up in tax basis in New Symbotic Holdings’ assets resulting from the relevant Exchanges and certain distributions (if any) by New Symbotic Holdings and payments under the Tax Receivable Agreement, and (iii) tax benefits related to imputed interest deemed to be paid by us as a result of payments under

the Tax Receivable Agreement.

We record liabilities for amounts payable under the TRA in the period in which the payment is deemed to be probable.

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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.

What changed 10-K

Item 7. Management’s Discussion and Analysis