What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-11-24 compared with 2024-12-04 · 390 added, 499 removed, 976 unchanged (48% of the section changed)

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Consolidated Statements of Comprehensive Loss

Consolidated Statements of Changes in Redeemable Preferred and Common Units and Equity (Deficit)

Consolidated Statements of Changes in Stockholders' Equity (Deficit)

Consolidated Statements of Cash Flows

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We have audited the accompanying consolidated balance sheets of Symbotic Inc.

and subsidiaries (the “Company”) as of September 28, 2024 and September 30, 2023, the related consolidated statements of operations, comprehensive loss, changes in redeemable preferred and common units and equity (deficit), and cash flows for each of the three years in the period ended September 28, 2024, and the related notes (collectively referred to as the “financial statements”).

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

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

(a Delaware Corporation) and subsidiaries (the “Company”) as of September 27, 2025 and September 28, 2024, the related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity (deficit), and cash flows for each of the three years in the period ended September 27, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September 27, 2025 and September 28, 2024, and the results of its operations and its cash flows for each of the three years in the period ended September 27, 2025, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of September 27, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated November 24, 2025 expressed an adverse opinion.

Basis for opinion

These financial statements are the responsibility of the Company’s management.

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

These consolidated financial statements are the responsibility of the Company’s management.

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

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

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

Critical audit matter

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

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

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

Critical audit matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

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

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

Systems revenue – Estimation of Costs at Completion

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

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

• We evaluated the appropriateness and consistency of the methods and processes and tested the design and operating effectiveness of internal control over the development of these cost estimates.

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

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

Accounting for Acquisition of Walmart’s Advanced Systems & Robotics Inc.

(“ASR”) and Related Master Automation Agreement (“MAA”)

As described further in Note 8 to the financial statements, in January 2025, the Company entered into a Purchase and Sale Agreement (“the ASR Purchase Agreement”) with one of its customers, Walmart, to acquire Walmart Advanced Systems & Robotics (“ASR”) and concurrently executed a Master Automation Agreement (“MAA”) with Walmart to develop and produce prototypes of accelerated pickup and delivery systems (“APDs”).

The Company determined that a portion of the $200 million payment made to Walmart under the ASR Purchase Agreement constituted consideration payable to Walmart, as a customer under the concurrent revenue arrangement, rather than payment for the acquisition of ASR.

We identified the allocation of the $200 million payment made to Walmart between the acquisition of ASR from Walmart and the concurrent revenue arrangement to sell APDs to Walmart as a critical audit matter.

The principal consideration for our determination that the allocation of the $200 million payment made to Walmart between the acquisition of ASR and the concurrent revenue arrangement is a critical audit matter is management’s use of significant judgment in (1) assessing whether the concurrent revenue and other arrangements represent transactions that are separate from the acquisition of ASR, and (2) estimating the fair value of the ASR business, which is used to adjust contractually stated amounts to reflect an amount that would be paid to acquire ASR without a concurrent revenue arrangement.

Those matters required a high degree of auditor judgment and the involvement of professionals with skills in accounting for complex transactions, and our internal valuation experts.

Our audit procedures related to the allocation of the $200 million payment made to Walmart between the acquisition of ASR and the concurrent revenue arrangement with Walmart included the following, among others:

• We obtained and reviewed the executed ASR Purchase Agreement and MAA and conducted discussions with members of management who were involved in the negotiation of both contracts to understand the rationale behind the acquisition of ASR and the revenue arrangement with Walmart and the substance underlying the execution of these concurrent transactions.

• We tested the design and operating effectiveness of internal control over the accounting for the acquisition of ASR and the concurrent revenue arrangement with Walmart.

• With the involvement of professionals with skills in accounting for complex transactions, we evaluated management’s accounting conclusions with respect to the ASR Purchase Agreement and the MAA, including management’s assessment that the acquisition of ASR and the revenue arrangement with Walmart are concurrent but separate transactions and its determination that the excess of the $200 million payment to Walmart over the fair value of ASR should be allocated to the revenue arrangement with Walmart.

• With the involvement of our internal valuation experts, we evaluated the reasonableness of the valuation methods, inputs, and assumptions and tested the underlying data used to determine the fair value of the ASR business as of the date of acquisition.

Systems Revenue – Recognition and Measurement of Material Rights

As described above and in Note 4 to the financial statements, the Company entered into an MAA with Walmart to develop and produce APD prototypes.

Under the MAA, Walmart is contractually required to purchase 400 APDs if the prototypes outlined in the MAA satisfy agreed-upon performance metrics, along with the services that support the maintenance and operation of these APDs.

The Company determined that the contingent promise to acquire additional goods and services in the future conveys a material right to Walmart.

We determined the recognition and measurement of a material right in the MAA as a critical audit matter.

The principal consideration for our determination that the recognition and measurement of a material right in the MAA is a critical audit matter is the complexity and significant judgment required in evaluating the significant assumptions used by management in (1) estimating the standalone selling price (“SSP”) of the performance obligations under the MAA, and (2) estimating the goods and services expected to be provided and their corresponding expected transaction price if Walmart exercises the material right conveyed by the MAA.

Our audit procedures related to the recognition and measurement of a material right in the MAA included the following, among others:

• We obtained and reviewed the MAA to evaluate whether the terms of the contract (including future purchase options) resulted in the existence of one or more material rights.

• With the involvement of professionals with skills in accounting for complex transactions, we evaluated management’s accounting conclusions with respect to the standalone selling prices of performance obligations within the MAA, the recognition of a material right conveyed by the MAA, and the allocation of the transaction price to such material right.

• We evaluated the reasonableness of the methods, inputs, and assumptions and tested the completeness and accuracy of the underlying data used in estimating the SSPs of the performance obligations under the MAA, and the quantity and pricing of goods and services expected to be provided if Walmart exercises the material right conveyed by the MAA.

/s/ GRANT THORNTON LLP

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Boston, Massachusetts

December 4, 2024

November 24, 2025

Report of Independent Registered Public Accounting Firm

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

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

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

(a Delaware corporation) and subsidiaries (the “Company”) as of September 27, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

In our opinion, because of the effect of the material weakness described in the following paragraphs on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of September 27, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

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

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

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

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

The following material weakness has been identified and included in management’s assessment.

The Company did not design effective controls over the timing of the recognition of cost of revenue, which impacts the timing of the recognition of revenue from contracts with customers that are accounted for under the cost-to-cost measure of progress.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended September 27, 2025.

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

The material weakness identified above was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2025 consolidated financial statements, and this report does not affect our report dated November 24, 2025 which expressed an unqualified opinion on those financial statements.

Basis for opinion

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Other information

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

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

/s/ GRANT THORNTON LLP

Boston, Massachusetts

December 4, 2024

November 24, 2025

Symbotic Inc.

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Cash and cash equivalents $ 1,244,993 $ 727,310

Marketable securities — 286,736

Accounts receivable 186,705 201,548

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Intangible assets, net 79,149 3,664

Goodwill 59,871 —

Equity method investment 123,034 81,289

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Class V-3 Common Stock, 450,000,000 shares authorized, 403,559,196 and 404,309,196 shares issued and outstanding at September 27, 2025 and September 28, 2024, respectively

Additional paid-in capital - warrants — 58,126

Additional paid-in capital 1,564,815 1,523,692

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

Restructuring charges 22,873 — —

Total operating expenses 537,616 362,391 412,969

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Net loss ( 91,032 ) ( 84,672 ) ( 207,894 )

Net loss attributable to Legacy Warehouse unitholders prior to the Business Combination — — ( 72,134 )

Net loss attributable to noncontrolling interests ( 74,095 ) ( 71,182 ) ( 184,028 )

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Basic and Diluted 108,670,159 95,697,368 64,338,580

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

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

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

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

Net loss attributable to Legacy Warehouse unitholders prior to the Business Combination — — ( 72,134 )

Net loss attributable to noncontrolling interests ( 74,095 ) ( 71,182 ) ( 184,028 )

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

other comprehensive income (loss) attributable to Legacy Warehouse unitholders prior to the Business Combination — — 37

other comprehensive income (loss) attributable to noncontrolling interests ( 455 ) ( 4,649 ) 4,606

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Comprehensive loss ( 91,588 ) ( 90,228 ) ( 202,681 )

Comprehensive loss attributable to Legacy Warehouse unitholders prior to the Business Combination — — ( 72,097 )

Comprehensive loss attributable to noncontrolling interests ( 74,550 ) ( 75,831 ) ( 179,422 )

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Symbotic Inc.

Consolidated Statements of Changes in Redeemable Preferred and Common Units and Equity (Deficit)

Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

(in thousands, except unit and share information)

Redeemable Preferred and Common Units Additional Paid-In Capital - Warrants Additional Paid-In Capital Accumulated Other Comprehensive Loss Accumulated Deficit Noncontrolling Interest Total Equity (Deficit)

Common Units, Class C Preferred Units, Class B-1 Preferred Units, Class B Common Voting Units, Class A Class A Common Stock Class V-1 Common Stock Class V-3 Common Stock

Units Amount Units Amount Units Amount Units Amount Shares Amount Shares Amount Shares Amount

Balance at September 25, 2021 428,571 $ 144,975 1 $ 232,278 1 $ 459,007 5,997,632 $ 16,809 — $ — — $ — — $ — $ 26,999 $ — $ ( 2,092 ) $ ( 1,154,944 ) $ — $ ( 1,113,228 )

Retroactive application of recapitalization ratio (1)

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

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

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

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

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

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

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

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

Issuance of sponsor shares — — — — — — — — 3,616,000 — — — — — — 431 — — ( 431 ) —

Issuance of earnout units upon triggering event — — — — — — — — — — 20,000,000 2 — — — ( 258 ) — — 256 —

Exchange of Class V-1 common stock — — — — — — — — 1,607,185 — ( 1,607,185 ) — — — — 212 — — ( 212 ) —

Stock-based compensation — — — — — — — — — — — — — — — 2,794 — — 24,013 26,807

Additional paid-in capital adjustment resulting from VAP Unit modification — — — — — — — — — — — — — — — 2,475 — — 21,275 23,750

Provision for warrants — — — — — — — — — — — — — — 74,280 — — — — 74,280

Exercise of warrants — — — — — — 43,756,942 320,929 — — — — — — ( 43,153 ) — — — — 277,776

Net loss pre business combination — — — — — — — — — — — — — — — — — ( 72,134 ) — ( 72,134 )

Other comprehensive loss pre business combination — — — — — — — — — — — — — — — — 37 — — 37

Recapitalization of Preferred Units, Class C Units, Class A Voting Units, and creation of NCI (net of transaction costs of $ 37,104 )

( 24,922,109 ) ( 173,460 ) ( 24,041,300 ) ( 240,408 ) ( 47,508,300 ) ( 475,072 ) ( 411,305,888 ) ( 337,738 ) — — 60,844,573 6 416,933,025 42 — 1,191,567 — — ( 301,973 ) 551,904

Recapitalization of SVF equity, PIPE, and FPA (net of transaction costs of $ 30,315 )

— — — — — — — — 50,664,146 5 — — — — — 40,425 — — 381,276 421,706

Net loss post business combination — — — — — — — — — — — — — — — — — ( 6,863 ) ( 60,092 ) ( 66,955 )

Other comprehensive loss post business combination — — — — — — — — — — — — — — — — ( 239 ) — ( 2,136 ) ( 2,375 )

Additional Paid-In Capital - Warrants Additional Paid-In Capital Accumulated Other Comprehensive Loss Accumulated Deficit Noncontrolling Interest Total Equity (Deficit)

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

Shares Amount Shares Amount Shares Amount

Balance at September 24, 2022 57,718,836 6 79,237,388 8 416,933,025 42 58,126 1,237,865 ( 2,294 ) ( 1,286,569 ) 61,756 68,940

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

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

Net loss — — — — — — — — — ( 16,937 ) ( 74,095 ) ( 91,032 )

Issuance of common stock under stock plans, net of shares withheld for employee taxes 4,756,526 — — — — — — ( 3,012 ) — — — ( 3,012 )

Issuance of common stock under employee stock purchase plan, net of shares withheld for employee taxes 364,855 — — — — — — 4,851 — — — 4,851

Exchange of Class V-1 common stock 2,825,174 — ( 2,075,174 ) — ( 750,000 ) — — 4,964 — — ( 4,964 ) —

Cancellation of Class V-1 common stock — — ( 196,901 ) — — — — — — — — —

Distribution to Symbotic Holdings LLC partners — — — — — — — ( 6 ) — — ( 1,176 ) ( 1,182 )

Stock-based compensation — — — — — — — 34,326 — — 149,688 184,014

Other comprehensive loss — — — — — — — — ( 101 ) — ( 455 ) ( 556 )

Balance at September 27, 2025 112,635,932 $ 13 74,693,311 $ 7 403,559,196 $ 40 $ — $ 1,564,815 $ ( 2,695 ) $ ( 1,340,862 ) $ 261,895 $ 483,213

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

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Depreciation and amortization 39,604 20,847 9,476

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

Amortization of leases 4,525 2,633 1,835

Restructuring of leases 3,469 — —

Loss from equity method investment 13,716 777 —

Foreign currency gains ( 33 ) ( 8 ) ( 3 )

Gain on investments — ( 10,084 ) —

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Stock-based compensation 183,936 112,208 154,227

Gain from strategic investment fair value adjustment ( 4,481 ) — —

Changes in operating assets and liabilities:

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Deferred revenue 606,406 18,318 361,518

Acquisition-related consideration paid to customer ( 45,000 ) — —

Other liabilities ( 11,912 ) ( 1,189 ) 20,073

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Cash flows from investing activities:

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

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

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

Acquisitions of strategic investments ( 129,881 ) ( 90,485 ) —

Cash paid for business acquisitions ( 141,831 ) — —

Proceeds from sale of assets — — 71

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

Acquisitions of strategic investments ( 90,485 ) — —

Net cash provided by (used in) investing activities ( 350,742 ) 156,481 ( 299,464 )

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Proceeds from exercise of warrants — 158,704 —

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

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

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

Distributions to or on behalf of Symbotic Holdings LLC partners ( 1,175 ) ( 48,215 ) —

Net cash provided by (used in) financing activities 668 371,036 ( 24,101 )

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Operating lease right-of-use assets obtained in exchange for operating lease liabilities $ 13,113 $ 5,818 $ 8,734

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

Transfer of inventories to property and equipment $ 7,982 $ 38,454 $ —

Transfer of equipment from property and equipment to deferred expenses $ 41,467 $ — $ —

Transfer of equipment from property and equipment to other assets $ 16,629 $ — $ —

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

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

Preferred Return, Class B $ — $ — $ 16,065

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

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

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

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

The Up-C structure allowed Legacy Warehouse equity holders (the “Legacy Warehouse Holders”) to retain their equity ownership in Symbotic Holdings, an entity that is classified as a partnership for U.S.

federal income tax purposes, and provides potential future tax benefits for Symbotic when the Legacy Warehouse Holders ultimately redeem their pass-through interests for shares of Class A Common Stock in Symbotic Inc.

Under the terms of the Tax Receivable Agreement (“TRA”), 85 % of these potential future tax benefits realized by Symbotic Inc.

as a result of such redemptions will be paid to certain Legacy Warehouse Holders (the “TRA Holders”).

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

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

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

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

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

The Company automates the processing of pallets, cases and individual items in warehouses.

Its Systems enhance operations at the front end of the supply chain, and therefore benefit all supply partners further down the chain, irrespective of fulfillment strategy.

The Company's headquarters are located in Wilmington, Massachusetts, and its Canadian headquarters are located in Montreal, Quebec.

The Company's headquarters are located in Wilmington, Massachusetts.

Summary of Significant Accounting Policies

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dollars at period-end foreign exchange rates.

Revenue and expenses are translated into U.S.

expenses are translated into U.S.

dollars at the average foreign exchange rates for the period.

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

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

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

Foreign currency transaction losses were less than $ 0.1 million for the years ended September 27, 2025, September 28, 2024 and September 30, 2023, and were recorded within other income, net on the consolidated statements of operations.

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

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The fiscal year ended September 27, 2025 was a 52-week period, the fiscal year ended September 28, 2024 was a 52-week period, and the fiscal year ended September 30, 2023 was a 53-week period.

Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements

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

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

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

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

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

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

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

Business Combination

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

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

Accordingly, for accounting purposes, the financial statements of the combined entity upon consummation of the Business Combination represented a continuation of the financial statements of Legacy Warehouse with the merger being treated as the equivalent of Legacy Warehouse issuing stock for the net assets of SVF 3, accompanied by a recapitalization.

Operations prior to the Business Combination are presented as those of Legacy Warehouse in future reports of the combined entity.

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

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

Under the terms of the Tax Receivable Agreement (“TRA”), 85 % of these potential future tax benefits realized by Symbotic Inc.

as a result of such redemptions will be paid to certain Legacy Warehouse Holders (the “TRA Holders”).

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses, and the amounts disclosed in the related notes to the consolidated financial statements.

Actual results and outcomes may differ materially from management’s estimates, judgments, and assumptions.

Significant estimates, judgments, and assumptions used in these financial statements include, but are not limited to, those related to revenue, useful lives and realizability of long-lived assets, valuation of business and identifiable net assets acquired, valuation of investments, accounting for income taxes and related valuation allowances, and stock-based compensation.

Estimates are periodically reviewed in light of changes in circumstances, facts, and experience.

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

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

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

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

Noncontrolling Interests

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VIEs that are not consolidated are accounted for under the measurement alternative, equity method, amortized cost, or other appropriate methodology based on the nature of the interest held.

Use of Estimates

Actual results and outcomes may differ materially from management’s estimates, judgments, and assumptions.

Significant estimates, judgments, and assumptions used in these financial statements include, but are not limited to, those related to revenue, useful lives and realizability of long-lived assets, accounting for income taxes and related valuation allowances, and stock-based compensation.

Estimates are periodically reviewed in light of changes in circumstances, facts, and experience.

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

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

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

Operating Segments

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

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

investments in the consolidated statements of operations.

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

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

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Once a decline in fair value is determined to be other-than-temporary, a write-down is recorded and a new cost basis in the security is established.

Strategic Investments

Strategic investments consist of non-marketable equity investments of privately held companies in which the Company does not have a controlling interest.

The Company may elect to apply the measurement alternative or the fair value option for investments without readily determinable fair values for which the Company does not have the ability to exercise significant influence.

Under the measurement alternative, the non-marketable securities are carried at cost less any impairments, plus or minus adjustments resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer.

On a quarterly basis, the Company performs a qualitative assessment to evaluate whether the investment is impaired.

If there are sufficient indicators that the fair value of the investment is less than the carrying value, the carrying value of the investment is reduced and an impairment is recorded in the consolidated statements of operations in other income (expense).

Presentation of Restricted Cash

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

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

The Company had no current expected credit losses at September 27, 2025 and September 28, 2024.

Concentrations of Credit Risk and Significant Customers

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Customer A 84.6 % 86.9 % 88.4 %

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

The following table

represents these customers’ aggregate percent of total accounts receivable.

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

At September 27, 2025 and September 28, 2024, one customer accounted for over 10% of the Company’s accounts receivable balance.

The following table represents this customer’s aggregate percent of total accounts receivable.

September 27, 2025 September 28, 2024

Customer A 75.8 % 92.8 %

Customer B n/a 10.3 %

Aggregate Percent of Total Accounts Receivable 92.8 % 96.9 %

The concentration in the volume of business transacted with these customers may lead to a material impact on the Company’s results from operations if a total or partial loss of the business relationship were to occur.

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

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

For the fiscal year ended September 27, 2025, there was one supplier that accounted for greater than 10% of total purchases, and the aggregate purchases from that supplier amounted to $ 198.9 million.

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

Fair Value Measurements

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

Cost approximates actual cost on a first-in, first-out basis.

Cost approximates actual cost on a weighted average basis.

Adjustments to reduce the cost of inventory to its net realizable value are made, if required, for estimated excess, obsolete, or impaired balances.

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Estimated Useful Life

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

Computer equipment and software, furniture and fixtures, test equipment, and other equipment

Internal use software 5 years

Leasehold improvements Shorter of estimated useful life or remaining term of the lease

Leasehold improvements

Shorter of estimated useful life or remaining term of the lease

Expenditures that improve or extend the life of an asset are capitalized while repairs and maintenance expenditures are expensed as incurred.

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

As assets are retired or sold, the related cost

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

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

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

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

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

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

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

Business Acquisitions

The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values.

The excess of the fair value of purchase consideration over the fair value of these identifiable assets and liabilities is recorded as goodwill.

During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these assets acquired and liabilities assumed with the corresponding offset to goodwill.

Upon the conclusion of the final determination of the fair value of assets acquired or liabilities assumed, any subsequent adjustments are recorded to the consolidated statements of operations.

Determining the fair value of the tangible assets acquired, liabilities assumed, and intangible assets requires management to make significant estimates and assumptions, especially with respect to intangible assets.

Significant estimates in valuing certain intangible assets include, but are not limited to, cash flows that an asset is expected to generate in the future, technology migration curves, discount rates, and useful lives.

While the Company uses its best estimates and judgments, the estimates are inherently uncertain and subject to refinement.

Acquisition-related transaction costs are expensed as incurred.

Acquired Intangible Assets and Long-Lived Assets

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

Acquired intangible assets consist of developed technology.

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

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

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

For the years ended September 27, 2025 and September 30, 2023, the Company recognized impairment losses of $ 2.7 million and $ 0.1 million, respectively.

No impairment losses were recognized for the year ended September 28, 2024.

Goodwill represents the excess of cost over the fair value of the net tangible and identifiable intangible assets acquired in a business combination.

Goodwill is not subject to amortization but is monitored annually for impairment or more frequently if there are indicators of impairment.

The Company considers the following potential indicators of impairment:

significant underperformance relative to historical or projected future operating results, significant changes in the Company’s use of acquired assets or the strategy of the Company’s overall business, significant negative industry or economic trends and a significant decline in the Company’s stock price for a sustained period.

The Company performs its annual impairment test on the first day of its fourth fiscal quarter.

The Company’s goodwill is evaluated at the consolidated level as it has been determined there is one operating segment comprised of one reporting unit.

The Company performs a quantitative or qualitative assessment, which compares the fair value of the reporting unit with its carrying value.

If the carrying amount of the reporting unit exceeds its fair value, an impairment loss is recognized.

Based on the qualitative assessment performed on the first day of the fourth fiscal quarter, or June 29, 2025, no indicators of impairment existed, and as such, there was no impairment of goodwill as of June 29, 2025.

There were no triggering events after the measurement date that may indicate impairment as of September 27, 2025.

The Company did not carry a goodwill balance for the years ended September 28, 2024 and September 30, 2023.

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

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As most of the Company’s lease arrangements do not provide an implicit interest rate, an incremental borrowing rate is applied in determining the present value of future payments.

The Company’s incremental borrowing rate is selected based upon information available at the lease commencement date and represents the Company’s estimate of an interest rate that it would be able to obtain from a lender to borrow, on a collateralized basis, over a similar term to obtain an asset of similar value in a similar economic environment.

The incremental borrowing rate is derived from information available at the lease commencement date.

To determine the estimated incremental borrowing rate, the Company uses publicly available credit ratings for peer companies.

The Company estimates the incremental borrowing rate using yields for maturities that are in line with the duration of the lease payments.

The ROU assets are reported as “Other long-term assets” and lease liabilities are reported as “Other current liabilities” and “Other long-term liabilities” on the consolidated balance sheets.

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Revenue Recognition

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

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

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

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

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

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

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

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

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

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

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.

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

The Company recognizes revenue as control of promised goods or services in a contract is transferred to the customer, in an amount that reflects the consideration the Company expects to receive in exchange for those products or services.

The Company considers the contractual consideration payable by the customer and assesses 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.

The Company accounts for all consideration payable to a customer as a reduction of revenue.

Consideration payable to a customer may include cash amounts that the Company is obligated to pay or expects to pay a customer, as well as credits or other items that can be applied against amounts owed to the Company from the customer.

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.

In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined its contracts do not include a significant financing component.

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

Certain contracts may provide the customer with a material right through a contingent promise or an option to acquire additional goods and services in the future.

The Company accounts for the material right as a separate performance obligation

where a portion of the transaction price is allocated based on the expected goods and services and the expected consideration if a customer exercises that material right.

The transaction price allocated to the material right is then recognized as revenue over the period in which control over the goods and services underlying the material right is transferred to the customer.

The Company identified a material right obligation in connection with the 2025 Walmart MAA to develop and produce APDs (further defined in Note 4, Revenue ).

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

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

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

When the Company cannot objectively determine that acceptance criteria will be met upon contract inception, revenue relating to Systems is deferred and recognized at a point in time upon final acceptance from the customer.

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

As customer acceptance can be reasonably certain upon contract inception, the Company recognizes revenue over time based on an input method.

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

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Systems revenue is predominantly recognized over time.

Contract costs are

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

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

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

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

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

The Company has elected the right to invoice practical expedient for operation services where we are assisting customers with operating their System.

Accordingly, the Company recognizes revenue based on actual costs incurred.

Sales of spare parts and training services are recognized at a point in time upon transfer of title of the spare parts or occurrence of training services, respectively.

Certain of the Company’s contracts contain variable consideration where additional amounts can be earned based on specified contract criteria.

These amounts are included in the transaction price to the extent it is not probable there will be a significant reversal of revenue.

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

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Deferred revenue that will be recognized during the succeeding 12-month period is recorded as current deferred revenue, and the remaining portion is recorded as long-term deferred revenue.

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

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

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

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

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

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

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

The Company’s standard warranty provides for repair or replacement of the associated System parts during the warranty period.

There were no material contract losses recorded in the consolidated statements of operations for the fiscal years ended September 27, 2025, September 28, 2024, and September 30, 2023.

There were no material anticipated contract losses recorded in accrued expenses on the consolidated balance sheets as of September 27, 2025 and September 28, 2024.

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

The Company’s standard warranty provides for repair or replacement of the associated System parts during the

warranty period.

The Company records estimated warranty costs in the period the related revenue is recognized based on historical experience or expectations of future costs to repair or replace.

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

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

These instruments are classified in the consolidated statements of operations in accordance with ASC 606, Revenue from Contracts with Customers, and ASU 2019-08, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606) (“ASU 2019-08”).

For awards granted to a customer which are not in exchange for distinct goods or services, the fair value of the awards earned based on service or performance conditions is recorded as a reduction of the transaction price, in accordance with ASC 606.

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

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

These instruments are classified in the consolidated statements of operations in accordance with ASC Topic 606, Revenue from Contracts with Customers, and ASU 2019-08, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606) (“ASU 2019-08”).

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

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

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

The Company accounts for income taxes in accordance with ASC Topic 740, Accounting for Income Taxes (“ASC Topic 740”), which requires the recognition of tax benefits or expenses on temporary differences between the financial reporting and tax bases of its assets and liabilities by applying the enacted tax rates in effect for the year in which the differences are expected to reverse.

The Company accounts for income taxes in accordance with ASC Topic 740, Accounting for Income Taxes , which requires the recognition of tax benefits or expenses on temporary differences between the financial reporting and tax bases of its assets and liabilities by applying the enacted tax rates in effect for the year in which the differences are expected to reverse.

Such net tax effects on temporary differences are reflected on the Company’s consolidated balance sheets as deferred tax assets and liabilities.

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The Company records liabilities for amounts payable under the Tax Receivable Agreement in the period in which the payment is deemed to be probable.

Further, payments under the Tax Receivable Agreement are only expected to be made in periods following the filing of a tax return in which the Company is able to utilize tax benefits described above to reduce its cash taxes paid to a taxing authority.

Emerging Growth Company

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

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

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

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

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

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

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

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

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

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

Recently Issued Or Adopted Accounting Pronouncements

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

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

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

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

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

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

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

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

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

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

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

Three Months Ended

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

As Restated As Restated As Restated

(in thousands, except per share amounts)

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

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

Cost of revenue

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

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

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

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

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

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

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

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

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

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

Basic and Diluted (1)

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

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

Three Months Ended

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

(in thousands, except per share amounts)

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

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

Cost of revenue

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

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

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

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

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

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

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

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

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

Loss per share of Class A Common Stock:

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

Mergers and Acquisitions

Business Combination

On June 7, 2022 (the “Closing”), SVF 3 consummated the Business Combination pursuant to the Merger Agreement and Company Merger Agreement.

In connection with the consummation of the Business Combination, the registrant changed its name from SVF Investment Corp.

3 to Symbotic Inc.

As a result of and upon the effective time of the Domestication, among other things, each of the then-issued and outstanding Class A ordinary shares, par value $ 0.0001 per share, of SVF 3 (“SVF Class A Ordinary Shares”) automatically converted, on a one-for-one basis, into a share of Class A Common Stock, par value $ 0.0001 per share, of Symbotic (“Class A Common Stock”), and each of the then-issued and outstanding Class B ordinary shares, par value $ 0.0001 per share, of SVF 3 (“SVF Class B Ordinary Shares”) automatically converted, on a one-for-one basis, into a share of Class B Common Stock, par value $ 0.0001 per share, of Symbotic (“Class B Common Stock”).

In connection with the Closing, as contemplated by the Merger Agreement and Company Merger Agreement:

• Legacy Warehouse merged with and into Symbotic Holdings, with Interim Symbotic surviving the merger;

• Merger Sub merged with and into Interim Symbotic, with Interim Symbotic surviving the merger as a subsidiary of Symbotic;

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

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

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

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

All other investors, including SVF 3 shareholders, hold their economic interests through Symbotic Inc.

Legacy Warehouse unitholders also hold voting interests in Symbotic Inc.

in the form of voting stock with no economic rights (including rights to dividends and distributions upon liquidation).

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

Each of the then-issued and outstanding shares of Class B Common Stock were converted into a share of Class A Common Stock at the Effective Time.

Pursuant to the Merger Agreement, the Legacy Warehouse unitholders were entitled to receive an aggregate of up to 20.0 million New Symbotic Holdings Common Units and an equal number of shares of the Company's Class V-1 Common Stock (“Earnout Shares”).

The Earnout Shares were to be issued if the Class A Common Stock volume weighted average price of shares was greater than or equal to $ 12.00 (“Triggering Event I”), $ 14.00 (“Triggering Event II”), and $ 16.00 (“Triggering Event III”) per share for a certain period of time.

A total of 6,666,667 Earnout Shares were issued upon Triggering Event I, 6,666,667 Earnout Shares were issued upon Triggering Event II, and 6,666,666 Earnout Shares were issued upon Triggering Event III.

All three triggering events were achieved by the end of the preceding fiscal year, September 30, 2023, which resulted in a one-time issuance of 20.0 million of New Symbotic Common Units and an equal number of shares of the Company’s Class V-1 Common Stock to certain existing stockholders of Symbotic Inc.

In connection with the Domestication, the 9,040,000 shares held by SVF 3 insiders (“Sponsor Shares”) converted to the Company's Class A Common Stock.

Pursuant to a letter agreement entered into in connection with the Merger Agreement (i) 60 % or 5,424,000 Sponsor Shares vested at the Closing, (ii) 20 % or 1,808,000 Sponsor Shares vested upon the occurrence of Triggering Event I, and (iii) 20 % or 1,808,000 of the Sponsor Shares vested upon the occurrence of Triggering Event II.

Concurrently with the execution of the Merger Agreement, the Company entered into subscription agreements with certain investors (the “PIPE”), pursuant to which the PIPE investors purchased, immediately prior to the closing, an aggregate of $ 205.0 million of the Company's Class A Common Stock at a purchase price of $ 10.00 per share, or 20.5 million Class A Common Stock.

In connection with SVF 3's initial public offering (“IPO”), SVF 3 entered into a forward purchase agreement (the “FPA”) with SVF II SPAC Investment 3 (DE) LLC (the “Forward Purchase Investor”), an affiliate of the sponsor of SVF 3, SVF Sponsor III (DE) LLC, pursuant to which the Forward Purchase Investor elected to purchase an aggregate of $ 200.0 million Class A Common Stock for $ 10.00 per share, or 20.0 million Class A Common Stock.

The Forward Purchase was consummated immediately prior to the consummation of the Merger.

Following the Closing, the Company purchased from an affiliated entity of the Symbotic Founder Common Units in New Symbotic Holdings for $ 300.0 million.

Upon the Closing, the Company received net cash proceeds of $ 84.7 million.

The following table reconciles the elements of the Business Combination to the consolidated statements of cash flows and the consolidated statements of stockholders' equity for the year ended September 24, 2022 (in thousands):

Cash proceeds from SVF 3, net of redemptions $ 47,021

Cash proceeds from PIPE Financing 205,000

Cash proceeds from forward purchase agreement 200,000

cash payment of transaction expenses and underwriting fees - SVF 3 ( 30,315 )

Net cash proceeds from the Business Combination and PIPE Financing 421,706

repurchase by Symbotic Inc.

of New Symbotic Holdings Common Units ( 300,000 )

Cash received for Class V-1 and Class V-3 Common Stock 70

transaction expenses - Symbotic ( 37,104 )

Net contributions from the Business Combination $ 84,672

The total number of shares of the Company's common stock outstanding immediately following the Closing of the Business Combination was 528,441,744 , comprised as follows:

Class A - Public Stockholders 4,540,146

Class A - Sponsor Shares (1) (4) 5,624,000

Class A - Subscription Agreements 20,500,000

Class A - Forward Purchase Agreement 20,000,000

Class V-1 Legacy Warehouse Holders (1) (2) (3) 60,844,573

Class V-3 Legacy Warehouse Holders (1) (3) 416,933,025

Total Shares at Closing 528,441,744

(1) Excludes 20,000,000 Earnout Interests and 3,616,000 Sponsor Shares which were subject to vesting based on achievement of certain share price targets.

(2) Excludes approximately 15,870,411 unvested warrant units at the time of the Closing.

(3) Class V-1 and V-3 common stock are non-economic and carry one and three votes per share, respectively, whereas Class A Common Stock are economic shares and have one vote per share.

(4) Includes 200,000 shares issued as part of a working capital loan settlement.

The Company incurred $ 37.1 million in transaction costs relating to the Business Combination with SVF 3, which was offset against additional paid-in capital in the Consolidated Statements of Changes in Redeemable Preferred and Common Units and Equity (Deficit).

Further, payments under the Tax Receivable Agreement are only

expected to be made in periods following the filing of a tax return in which the Company is able to utilize tax benefits described above to reduce its cash taxes paid to a taxing authority.

Recent Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which requires enhanced disclosures about significant segment expenses and introduces a reconciliation between segment revenue and segment profitability metrics.

As required, the Company has adopted the standard in the current fiscal year and incorporated all expanded disclosure requirements in Note 21, Segment and Geographic Information.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures” (“ASU 2023-09”).

ASU 2023-09 requires public entities, on an annual basis, to provide:

a tabular rate reconciliation (using both percentages and reporting currency amounts) of (1) the reported income tax expense (or benefit) from continuing operations, to (2) the product of the income (or loss) from continuing operations before income taxes and the applicable statutory federal (national) income tax rate of the jurisdiction (country) of domicile using specific categories, and separate disclosure for any reconciling items within certain categories that are equal to or greater than a specified quantitative threshold.

For each annual period presented, ASU 2023-09 also requires all reporting entities to disclose the year-to-date amount of income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign.

It also requires additional disaggregated information on income taxes paid (net of refunds received) to an individual jurisdiction equal to or greater than 5% of total income taxes paid (net of refunds received).

ASU 2023-09 is effective for public entities for fiscal years beginning after December 15, 2024.

ASU 2023-09 is to be applied on a prospective basis with the option to apply the standard retrospectively.

Early adoption is permitted.

The Company will adopt this standard and disclose any impact from this standard in its fiscal year 2026 consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40) - Disaggregation of Income Statement Expenses” (“ASU 2024-03”), which requires additional disclosure about specified categories of expenses included in relevant expense captions presented on the income statement.

The amendments are effective for annual periods beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted.

The amendments may be applied either prospectively or retrospectively.

The Company is currently evaluating the impact that ASU 2024-03 will have on its disclosures.

The Company considers the applicability and impact of all ASUs issued by the FASB.

There are no other accounting pronouncements which have been issued but are not yet effective that would have a material impact on the consolidated financial statements when adopted.

Recent Legislation

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law in the United States.

Key provisions of the OBBBA include permanent extension of once-temporary provisions of the Tax Cuts and Jobs Act of 2017, along with the introduction of other significant changes that may impact the Company.

The legislation has multiple effective dates, with certain provisions effective in the Company’s fiscal year 2025 and others implemented through the Company’s fiscal year 2028.

The Company continues to evaluate the impact of the OBBBA and has included the impact of changes in the law that were effective during its fiscal year 2025 in the results of its consolidated financial statements.

Noncontrolling Interests

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Class V-3 Common Stock can convert into Class V-1 Common Stock in certain situations, including automatically, seven years following the Business Combination.

The financial results of Legacy Warehouse were consolidated into Symbotic Inc.

and the share of the consolidated net loss for the period June 7, 2022 through September 24, 2022 were allocated to noncontrolling interests.

The following table summarizes the ownership of Symbotic Inc.

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

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

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

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

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

When satisfaction of the performance obligations occurs in advance of invoicing or payment being received, an unbilled accounts receivable is generated.

For the year ended September 30, 2023, the ending balance of accounts receivable, unbilled accounts receivable, and contract liabilities was $ 69.2 million, $ 121.1 million, and $ 787.2 million, respectively.

During the years ended September 27, 2025 and September 28, 2024, the Company recognized $ 737.2 million and $ 723.2 million, respectively, of the contract liability balance at the beginning of the period as revenue upon transfer of the products or services to customers.

2025 Walmart Master Automation Agreement

In the second quarter of fiscal year 2025, Symbotic LLC entered into a Master Automation Agreement (“2025 Walmart MAA”), which sets forth the terms and conditions governing the development, manufacture, and installation of accelerated pickup and delivery systems (“APDs”) by Symbotic LLC for Walmart.

The 2025 Walmart MAA provides for a commitment, contingent upon the satisfaction of defined system performance metrics of the APDs, from Walmart to purchase 400 APDs.

The Company determined that the contingent promise to acquire additional goods and services in the future conveys a material right to Walmart.

Estimating the standalone selling price of the performance obligations under the 2025 Walmart MAA and estimating the goods and services expected to be provided and their corresponding expected transaction price if Walmart exercises the material right conveyed by the 2025 Walmart MAA involved significant judgment.

Remaining Performance Obligations

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

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

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

For contracts with a duration of greater than one year, the transaction price allocated to performance obligations that are unsatisfied as of September 27, 2025 was $ 22.5 billion, which is primarily comprised of undelivered or partially undelivered Systems under contract, and which a substantial majority relates to undelivered or partially undelivered Systems in connection with the Master Automation Agreement (“MAA”) with Walmart Inc.

(“Walmart ” ) to implement Systems in all of Walmart’s 42 regional distribution centers, and in connection with the Commercial Agreement with GreenBox Systems LLC (“GreenBox”) under which Symbotic will implement its System into GreenBox distribution center locations.

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

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

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

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

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

In addition, the contingent promise to purchase 400 APDs under the 2025 Walmart MAA could increase the Company’s future remaining performance obligation by more than $ 5.0 billion.

The Company expects to recognize approximately 12 % of its remaining performance obligations as revenue in the next 12 months, approximately 62 % of its remaining performance obligations as revenue within the following 13 to 60 months, and the remaining thereafter, which is dependent on the timing of System installation timelines.

The Company does not disclose the value of remaining performance obligations for contracts with an original expected duration of one year or less or for performance obligations where revenue is recognized under the right to invoice practical expedient.

The Company leases office or warehouse space in Wilmington, MA, Montreal, Canada, Plant City, FL, Andover, MA, Milpitas, CA, Coppell, Texas, and Ho Chi Minh City, Vietnam through operating lease arrangements.

The Company has no finance lease agreements.

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As of September 27, 2025, the weighted-average remaining lease term and the weighted-average incremental borrowing rate of the Company’s operating leases was approximately 2.86 years and 7.5 %, respectively.

Operating cash flows for amounts included in the measurement of the Company’s operating lease liabilities were $ 1.6 million for the year ended September 28, 2024.

Operating cash flows for

amounts included in the measurement of the Company’s operating lease liabilities were $ 3.1 million for the year ended September 27, 2025.

Net rental expense under operating leases was $ 11.9 million for the year ended September 27, 2025, $ 4.8 million for the year ended September 28, 2024, and $ 3.0 million for the year ended September 30, 2023.

As previously disclosed in our fiscal year 2022 Annual Report on Form 10-K and under the previous lease accounting standard, the future minimum lease payments under all noncancellable operating lease agreements as of September 24, 2022 are as follows (in thousands):

Fiscal year 2023 $ 2,301

Fiscal year 2024 2,335

Fiscal year 2025 2,037

Fiscal year 2026 557

Fiscal year 2027 and thereafter —

Total future minimum payments $ 7,230

Inventories at September 27, 2025 and September 28, 2024 consist of the following (in thousands):

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

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

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

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

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September 27, 2025 September 28, 2024

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

Computer equipment and software, furniture and fixtures, test equipment, and other equipment $ 151,729 $ 114,515

Internal use software 5,590 7,141

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Property and equipment, net $ 117,649 $ 97,109

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

Depreciation expense was $ 25.2 million for the year ended September 27, 2025, $ 13.0 million for the year ended September 28, 2024, and $ 9.0 million for the year ended September 30, 2023.

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

Severance Charges

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

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

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

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

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

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

The liability related to these charges is included in accrued expenses and other current liabilities in the Consolidated Balance Sheets.

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

September 30, 2023

Severance liability at September 24, 2022 $ 1,051

Severance charges 6,388

Cash paid and other ( 6,237 )

Severance liability at September 30, 2023 $ 1,202

Business Acquisitions

Business acquisition-related costs were $ 7.5 million during the year ended September 27, 2025, and are included in general and administrative expenses in the consolidated statements of operations.

Separate financial results and pro forma financial information for ASR (defined below) have not been presented as the effect of this acquisition was not material to the Company’s financial results.

Advanced Systems & Robotics Inc.

On January 27, 2025, the Company acquired all of the outstanding equity interests of Walmart’s Advanced Systems & Robotics Inc.

(“ASR”) for $ 200.0 million in cash (the “ASR Acquisition) pursuant to a Purchase and Sale Agreement with Walmart (the “ASR Purchase Agreement”).

Included in the $ 200.0 million payment is a $ 45.0 million payment to Walmart as the Company’s customer under the 2025 Walmart MAA.

The allocation of the $ 200.0 million payment made to Walmart between the acquisition of ASR and the concurrent revenue arrangement involved judgment in (1) assessing whether the concurrent revenue and other arrangement represent transactions that are separate from the acquisition of ASR, and (2) estimating the fair value of the ASR business, which is used to adjust contractually stated amounts to reflect an amount that would be paid to acquire ASR without a concurrent revenue arrangement.

This payment is accounted for as a reduction of the transaction price and is offset against the short-term deferred revenue on the consolidated balance sheets.

Also included in the $ 200.0 million payment is an employee cost reimbursement asset of $ 13.2 million, which relates to certain restructuring costs

reimbursed to the Company by Walmart in the fourth quarter of fiscal year 2025, and thus does not appear in the consolidated balance sheets at September 27, 2025.

The ASR Purchase Agreement is intended to expand the long-standing relationship between Walmart and the Company with the aim of developing an integrated automated supply chain, which is expected to broaden the Company’s product offering beyond the traditional warehouse to eCommerce settings for last mile delivery.

As of September 27, 2025, the purchase price allocation is preliminary, pending finalization of valuations and the impact of income taxes.

The preliminary allocation of the purchase price for ASR and fair values of the assets acquired and liabilities assumed were as follows (in thousands):

Total purchase price $ 200,000

Consideration payable to customer ( 45,000 )

Employee cost reimbursement asset ( 13,169 )

Purchase price - business combination $ 141,831

Allocation of purchase price - business combination

Inventories $ 13,749

Prepaid expenses and other current assets 24,634

Property and equipment, net 4,261

Intangible assets 78,000

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

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

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

Estimated Weighted Average Useful Life

Customer relationships 10 years

Developed technology 3 years

Trademarks 3 years

Other assets 2,223

Total assets acquired 122,867

Accrued expenses and other current liabilities 38,296

Other liabilities 2,611

Total liabilities assumed 40,907

Identifiable net assets acquired 81,960

Goodwill 59,871

Total purchase price allocation $ 141,831

The value of the goodwill can be attributed to a number of business factors, including a trained technical workforce, and revenue and cost synergies expected to be realized.

The Company expects that most of the goodwill related to the ASR Acquisition will not be deductible for tax purposes.

The identified intangible asset acquired is developed technology, which has a gross carrying amount of $ 78.0 million and has an estimated useful life of 7 years.

The Company applied the multi-period excess earnings method to estimate the fair value of the intangible asset.

The total weighted average amortization period for the developed technology intangible asset acquired from Walmart is 7 years.

The intangible asset began amortization on the date of acquisition and is amortized on a straight-line basis over its useful life.

Intangible Assets and Goodwill

In connection with asset acquisitions in fiscal year 2024 and 2025, and the ASR Acquisition in January 2025, the Company acquired developed technology intangible assets.

The intangible assets acquired will be amortized over a useful life of 3 to 7 years on a straight-line basis.

The estimated weighted average useful life of the intangible assets is 6.5 years.

Acquired intangible assets that are subject to amortization consisted of the following as of September 27, 2025 and September 28, 2024 (in thousands):

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Developed technology 89,943 ( 10,794 ) 79,149 3,918 ( 254 ) 3,664

Trademarks 729 ( 729 ) — 729 ( 729 ) —

Intangible assets $ 89,943 $ ( 10,794 ) $ 79,149 $ 8,256 $ ( 4,592 ) $ 3,664

Amortization expense was $ 14.5 million for the year ended September 27, 2025, $ 0.5 million for the year ended September 28, 2024, and $ 0.4 million for the year ended September 30, 2023.

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

The following table presents the estimated future annual amortization expense of definite-lived intangible assets based on the Company’s acquired intangible assets as of September 27, 2025 (in thousands):

Fiscal year 2026 $ 15,089

Fiscal year 2027 15,089

Fiscal year 2028 12,016

Fiscal year 2029 11,108

Fiscal year 2030 and thereafter 25,847

Total $ 79,149

The carrying amount of goodwill at September 27, 2025 was $ 59.9 million.

As a result of the ASR Acquisition, the Company recorded $ 59.9 million of goodwill.

Prior to the ASR Acquisition, the Company did not have goodwill on its consolidated balance sheets.

Restructuring Charges

During the third quarter of fiscal year 2025, management committed to a reduction of the Company’s workforce by approximately 325 employees primarily related to employees that joined the Company’s workforce in connection with the ASR Acquisition.

The Company expects the workforce reduction will be substantially completed by the end of the first quarter of fiscal year 2026.

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

The liability related to these charges is included in accrued expenses and other current liabilities in the Company’s consolidated balance sheets.

As the ASR Purchase Agreement contemplated reimbursement for certain types of restructuring costs, a receivable was recorded, which is included outside of the purchase price allocation for the business combination as indicated in Note 8, Business Acquisitions .

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

The following table presents the activity related to the Company’s severance liability as of September 27, 2025 (in thousands).

September 27, 2025

Severance liability at September 28, 2024 $ 203

Severance charges 18,673

Cash paid and other ( 17,837 )

Severance liability at September 27, 2025 $ 1,039

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

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

September 28, 2024 September 30, 2023

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

Federal $ — $ — $ —

State 245 244 307

International 51 ( 13 )

Foreign 2,333 51 ( 13 )

Total current taxes $ 2,578 $ 295 $ 294

Federal $ ( 1,128 ) $ — $ —

International 3,917 ( 4,914 )

State ( 1,292 ) — —

Foreign ( 1,785 ) 3,917 ( 4,914 )

Total deferred taxes $ ( 4,205 ) $ 3,917 $ ( 4,914 )

Provision (benefit) for income taxes $ ( 1,627 ) $ 4,212 $ ( 4,620 )

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

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

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Net operating losses $ 83,283 $ 49,735

Investment in Symbotic Holdings, LLC 600,917 439,547

Tax Receivable Agreement 32,065 24,574

Investment in Symbotic Holdings, LLC (a)

538,258 488,841

Tax Receivable Agreement (a)

Other 1,907 264

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Total deferred tax assets before valuation allowance 631,594 548,109

Valuation allowance ( 690,231 ) ( 486,920 )

Valuation allowance (a)

( 627,868 ) ( 546,090 )

Total deferred tax assets after valuation allowance 3,726 2,019

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Net deferred tax asset $ 2,965 $ 994

(a) For comparability, the 2024 amounts in the deferred table have been adjusted to align with the presentation as of September 27, 2025.

We believe the new presentation better reflects the deferred tax assets / (liabilities) after the recent acquisition of ASR.

The 2024 presentation change is not material and the changes do not impact the 2024 financial statements nor the total net deferred tax assets/(liabilities) previously reported.

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

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

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

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

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

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

In the United States, the valuation allowance is predominantly related to the Company’s investment in Symbotic Holdings LLC, while the foreign valuation allowance is related to Canada.

Due to the acquisition of ASR during the year ended September 27, 2025, the Company recorded additional deferred tax assets in the United States with an offsetting increase to the valuation allowance.

As part of the acquisition accounting, a portion of the valuation allowance increase was determined to relate to goodwill.

In addition, as part of the acquisition accounting, deferred tax liabilities provided a source of future taxable income enabling the release of a small portion of the valuation allowance.

As a result, the Company’s ending valuation allowance as of the year ended September 27, 2025 is $ 627.9 million and consists of $ 618.4 million in the United States and $ 9.5 million in foreign jurisdictions.

The change in the valuation allowance in fiscal year 2025 of $ 81.8 million predominantly relates to the Company’s investment in Symbotic Holdings LLC, tax carryforward attributes, and the Company’s acquisition of ASR.

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

For the year ended

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

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Recorded to additional paid-in capital 56,420 180,412 233,563

Recorded to other comprehensive income — — —

Recorded to goodwill 44,825 — —

Recorded to income tax expense ( 19,467 ) ( 5,318 ) 3,187

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As of September 27, 2025, the Company had U.S.

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

federal and certain state net operating losses generated in 2018 and beyond have no expiration.

The remaining state net operating losses expire at various dates through 2043.

As of September 28, 2024, the Company had Canadian net operating loss (“NOL”) carryforwards of approximately $ 26.2 million federal and $ 0.3 million provincial.

The Canadian NOL carryforwards expire in various years through 2039 and are subject to review and possible adjustment by the applicable taxing authorities.

federal net operating loss (“NOL”) carryforwards of $ 315.4 million and gross state NOL carryforwards of $ 220.7 million.

federal and certain state NOLs generated in 2018 and beyond have no expiration.

The remaining state NOLs expire at various dates through 2043.

As of September 27, 2025, the Company had Canadian NOL carryforwards of approximately $ 24.4 million.

The Canadian NOL carryforwards expire in various years

through 2037 and are subject to review and possible adjustment by the applicable taxing authorities.

Utilization of the domestic federal or Canadian NOL carryforwards may be subject to annual limitations due to ownership changes that have occurred previously or that could occur in the future.

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Tax Receivable Agreement

As of September 28, 2024, future payments under the TRA with respect to the purchase of Symbotic Holdings Units which occurred as part of the Business Combination and through September 28, 2024 are expected to be $ 442.6 million.

As of September 27, 2025, future payments under the TRA with respect to the purchase of Symbotic Holdings Units which occurred as part of the Business Combination and through September 27, 2025 are projected to be $ 452.9 million, and if paid, would create additional tax basis in the partnership.

Payments made under the TRA represent payments that otherwise would have been made to taxing authorities in the absence of attributes obtained by the Company as a result of exchanges by its pre-IPO members.

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This plan covers substantially all of the Company’s employees meeting eligibility criteria and contributions to the plan are determined by the plan provisions or at the discretion of the Board of Managers.

Symbotic contributions to the plan were $ 5.0 million, $ 3.9 million, and $ 2.4 million for the years ended September 28, 2024, September 30, 2023, and September 24, 2022, respectively.

Symbotic’s contributions to the plan were $ 8.4 million, $ 5.0 million, and $ 3.9 million for the years ended September 27, 2025, September 28, 2024, and September 30, 2023, respectively.

Symbotic Canada sponsors a Registered Retirement Savings Plan that qualifies as a defined-contribution benefit plan, which covers a portion of Symbotic Canada’s management.

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Money market funds $ 1,193,375 $ — $ — $ 1,193,375 $ 712,958 $ — $ — $ 712,958

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

Warrant fair value — 16,789 — 16,789 — 12,308 — 12,308

Strategic investments — — 43,334 43,334 — — — —

Total assets $ 1,193,375 $ 16,789 $ 43,334 $ 1,253,498 $ 712,958 $ 12,308 $ — $ 725,266

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

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

Treasury securities were classified as Level 2.

Level 2 securities are priced by pricing vendors.

At September 27, 2025 and September 28, 2024, the fair value of the warrant issued as described in Note 14, Derivative Instruments, is classified as Level 2 and was priced by pricing vendors.

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

Certain non-marketable strategic investments measured at fair value on a non-recurring basis are classified as Level 3 as their fair value measurements may include a combination of observable and unobservable inputs.

Other certain non-marketable strategic investments are carried at cost and are subject to remeasurement only upon the occurrence of a triggering event.

Strategic Investments

Strategic investments that consist of non-controlling equity investments without readily determinable fair values in privately held companies for which the Company does not have the ability to exercise significant influence are measured under the measurement alternative method.

The Company has not elected the fair value option for these investments.

These investments are accounted for under the cost method of accounting.

Under the cost method of accounting, the non-marketable equity securities are carried at cost less any impairment, plus or minus adjustments resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer, which is recorded within the consolidated statements of operations.

The Company held $ 20.0 million of strategic investments without readily determinable fair values at September 27, 2025 and no strategic investments without readily determinable fair values at September 28, 2024.

These investments are included in other assets on the consolidated balance sheets.

The Company adjusts the fair values of its strategic investments based on observable price changes.

There were no gains, losses, or impairments recorded for the year ended September 27, 2025.

The Company has certain other non-marketable strategic investments measured at fair value on a non-recurring basis.

The Company has not elected the fair value option for these investments.

The Company held $ 23.3 million of these investments at September 27, 2025.

These investments are included in other assets on the consolidated balance sheets.

Derivative Instruments

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

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

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

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

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

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

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

The Company reports the warrants at their fair values within “other assets”

in its condensed consolidated balance sheets and changes in the fair value of the warrants are recognized in “other income, net” on its condensed consolidated statements of operations.

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

The fair value of the warrants recognized within “ other assets ” on the Company’s condensed consolidated balance sheets at September 27, 2025 is $ 16.8 million.

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

The Company recorded a fair value adjustment of $ 4.5 million to “other income, net” on the Company’s condensed consolidated statements of operations for the year ended September 27, 2025.

There was no fair value adjustment recorded for the year ended September 28, 2024, as there had been no change to the fair value of the warrants for the year ended September 28, 2024.

Related Party Transactions

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

ASC Topic 850, Related Party Disclosures provides guidance for the identification of related parties and the disclosure of related party transactions.

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

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

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

The following transactions were related party transactions under ASC 850.

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

The following transactions were related party transactions under ASC Topic 850.

Aircraft Time Sharing Agreement

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

In December 2021 and May 2022, the Company entered into aircraft time-sharing agreements with C&S with respect to private aircraft owned by them, whereby the Company’s executives may utilize two C&S aircraft on an as-needed and as-available basis, with no minimum usage being required.

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

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

The Company incurred expense of $ 1.3 million, $ 1.1 million, and $ 0.9 million related to these aircraft time-sharing agreements for the years ended September 27, 2025, September 28, 2024, and September 30, 2023, respectively.

Usage of Facility and Employee Services

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The Company incurred $ 1.4 million, $ 1.8 million, and $ 2.9 million of expense related to this arrangement for the years ended September 27, 2025, September 28, 2024, and September 30, 2023, respectively.

Operating Lease Agreements

In fiscal year 2025, the Company entered into lease agreements with C&S for the lease of warehouse space in Plant City, FL and Coppell, TX.

The Company’s estimated lease term for these lease agreements is for 2 years.

Combined, the Company recognized $ 0.3 million in rent expense for the year ended September 27, 2025.

Customer Contracts

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

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

Revenue of $ 12.2 million, $ 58.9 million, and $ 15.8 million was recognized for the years ended September 27, 2025, September 28, 2024, and September 30, 2023, respectively, relating to these customer contracts.

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There was $ 0.5 million and $ 1.8 million of deferred revenue relating to contracts with C&S at September 27, 2025 and September 28, 2024, respectively.

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

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

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

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

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

The Company has a customer contract relating to System Deployments and shared services with GreenBox.

Revenue of $ 83.0 million and $ 6.0 million was recognized for the years ended September 27, 2025 and September 28, 2024 related to this customer contract, and no revenue was recognized for the year ended September 30, 2023 related to this customer contract.

There was $ 0.6 million unbilled accounts receivable and accounts receivable due from the customer contract at

September 27, 2025, and no unbilled accounts receivable and accounts receivable due from the customer contract at September 28, 2024.

There was $ 13.1 million and $ 0.6 million accounts receivable due from the shared service agreement at September 27, 2025 and September 28, 2024, respectively.

There was $ 142.7 million and $ 69.1 million of deferred revenue related to contracts with GreenBox at September 27, 2025 and September 28, 2024, respectively.

The transaction price allocated to performance obligations that are unsatisfied as of September 27, 2025 was $ 11.6 billion.

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

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

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

Cash funding of $ 78.8 million and $ 83.1 million was made by the Company to GreenBox in relation to the VIE (as further described in Note 17, Variable Interest Entities ) for the years ended September 27, 2025 and September 28, 2024, respectively.

Tax Distribution to Symbotic Holdings LLC partners

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

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

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

For the year ended September 27, 2025, the Company distributed a total of $ 1.2 million of tax distributions to or on behalf of its members, of which $ 1.1 million was distributed to or on behalf of those who met the definition of a related party in accordance with ASC Topic 850.

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

Commitments and Contingencies

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The Company has contractual obligations to purchase goods or services, which specify significant terms, including fixed or minimum quantities to be purchased and fixed minimum, or variable price provisions.

The majority of the purchase commitments covered by these arrangements are for periods of less than one year and aggregate to approximately $ 1.3 billion as of September 28, 2024.

The majority of the purchase commitments covered by these arrangements are for periods of less than one year and aggregate to approximately $ 893.9 million as of September 27, 2025.

Lease Commitments

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

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

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

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

SEC Request for Information

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

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

Securities Class Actions

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

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

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

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

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

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

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

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

On March 10, 2025, the plaintiff voluntarily dismissed this action without prejudice pursuant to Federal Rule of Civil Procedure 41(a)(1)(A)(i).

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

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

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

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

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

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

On May 5, 2025, the court entered an order appointing a lead plaintiff pursuant to the Private Securities Litigation Reform Act and setting a schedule for the filing of an amended complaint and the Company’s response to the complaint.

On July 11, 2025, plaintiffs filed an amended complaint captioned Traina v.

Symbotic Inc.

et al., Case No.

Like the Decker complaint, the amended complaint asserts claims for violations of federal securities laws against the Company and four of officers of the Company on the grounds that the Company made false and/or misleading statements or omissions related to its financial results, deployment times, revenue recognition, and internal controls.

Based on these allegations, the plaintiffs bring claims seeking unspecified damages, attorneys’ fees, expert fees, and other costs and relief on behalf of themselves and a putative class of persons who purchased stock of the Company between November 20, 2023 and February 5, 2025.

The Company filed a motion to dismiss the amended complaint on September 11, 2025.

The plaintiffs filed an opposition to the motion to dismiss on November 11, 2025.

The Company’s reply brief in support of its motion to dismiss is due on December 11, 2025.

A hearing on the motion to dismiss is scheduled for December 16, 2025.

The Company intends to vigorously defend these cases.

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

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

The Company also cannot

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

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

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

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

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

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

Symbotic securities class action lawsuit (described above).

Motions to consolidate the two actions into a single matter, appoint lead plaintiffs’ counsel, and stay any obligation of the defendants to respond to the complaint based on the pendency of the related securities class action lawsuit remain pending.

The Company intends to vigorously defend these cases.

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

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

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

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

On July 23, 2023, the Company, New Symbotic Holdings, and Symbotic LLC (collectively, the “Symbotic Group”), entered into a Framework Agreement (the “Framework Agreement”) with Sunlight Investment Corp., a Delaware corporation (“Sunlight”), SVF II Strategic Investments AIV LLC, a Delaware limited liability company (“SVF” and, together with Sunlight, “SoftBank”), and GreenBox, related to, among other things, the formation of GreenBox as a venture between the Symbotic Group and SoftBank and a warrant to purchase Class A Common Stock of Symbotic (the “GreenBox Warrant”).

On July 23, 2023, GreenBox also entered into a Master Services, License and Equipment Agreement with Symbotic LLC with respect to the purchase of Systems (“GreenBox Commercial Agreement”).

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

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

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

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

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

The Company holds a variable interest in GreenBox through its equity interest in GreenBox.

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GreenBox Systems LLC $ 123,034 $ 1,574,240

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

The Company calculated its maximum exposure to loss of $ 1,574.2 million while considering its equity investment in the VIE, any amounts owed to the Company for services which may have been provided, and future funding commitments of $ 1,561.1 million.

As of September 27, 2025, there is a $ 123.0 million carrying value of the VIE which represents the amount which the Company has invested in the VIE, net of the Company’s proportionate share of the VIE’s net loss.

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

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

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

Following the Business Combination, the Company has three classes of common stock, Class A Common Stock, Class V-1 Common Stock, and Class V-3 Common Stock (and together, the “Common Stock”).

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

The Class A Units were converted into Common Stock using an exchange ratio of 61.28 per share, the Class B Units were converted into Common Stock using an exchange ratio of 47,508,300.00 per share, the Class B-1 Units were converted into Common Stock using an exchange ratio of 24,031,400.00 per share, and the Class C Units were converted into Common Stock using an exchange ratio of 58.15 per share.

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

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

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

The Company has three classes of common stock, Class A Common Stock, Class V-1 Common Stock, and Class V-3 Common Stock (and together, the “Common Stock”).

Class A Common Stock

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

The Company is authorized to issue 1,000,000,000 shares of Class V-1 Common Stock and 450,000,000 shares of Class V-3 Common Stock, both which have a par value of $ 0.0001 and all of which were issued to the Legacy Warehouse unitholders in connection with the Closing of the Business Combination, as described in Note 4, Mergers and Acquisitions .

As of September 27, 2025 there were 74,693,311 shares of Class V-1 and 403,559,196 shares of Class V-3 Common Stock outstanding.

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

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

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

Dividend Rights

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The Company is authorized to issue 50,000,000 shares of undesignated preferred stock, par value $ 0.0001 per share, of which no shares were issued and outstanding on September 27, 2025.

Legacy Warehouse Membership Interests

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

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

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

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

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

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

Voting Rights

Each holder of Class A Units and Class C Units shall have the right to one vote per the Class A Unit or Class C Unit, respectively.

Except as required by law, the Preferred Units do not have any voting rights.

Preferred Return

The holder of the Preferred Units shall be entitled to receive, in preference to the holders of the Class A Units and the Class C Units, a cumulative preferred return at a rate per annum of 5 %, compounded annually, on the unreturned preferred capital of the holder’s Preferred Units (the “Preferred Return”).

The Class A Units and Class C Units have no stated returns or dividends.

Liquidation Rights

In the event of liquidation, dissolution, or winding up of the Company, the five classes of membership interests rank in the following order of priority:

the Class B-2 Units are the most senior, followed by Class B-1 Unit, then the Class B Unit, and then both the Class A Units and Class C Units treated as a single class.

The holders of the Preferred Units are entitled to a liquidation preference equal to the sum of the Unreturned Preferred Capital (defined as the initial investment and subsequent contributions, less distributions, if any) and the applicable unpaid Preferred Return (collectively, the “Liquidation Preference”) in the order described in the preceding sentence, prior to any distribution to holders of the Class A Units and Class C Units.

Upon the payment in full of the Liquidation Preference, any remaining assets available for distribution shall be distributed ratably to the holders of the Class A Units and Class C Units, however, for the Class C Units only to the extent that the value exceeds the applicable Hurdle Value (see Note 21, Stock-Based Compensation and Warrant Units ).

Any remaining value that does not exceed the Hurdle Value for any particular Class C Unit shall be distributed to the holders of Class A Units (and any other Class C Units entitled to share in the distribution) based on their respective pro rata holdings of all such Class A (and Class C) Units.

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

Redemption Rights

Upon written notice by the holders of a majority of a class of Preferred Units, the Company shall redeem all of the outstanding Preferred Units of such class.

The redemption price payable to each holder of the class of Preferred Units shall equal the Liquidation Preference of the Preferred Units being redeemed.

The Class C Units are subject to a put feature that allow holders to redeem vested Class C Units, subject to certain terms and conditions (see Note 21, Stock-Based Compensation and Warrant Units ).

The Class A Units do not have any redemption rights.

Accordingly, the Preferred Units and the Class C Units are classified outside of permanent members’ deficit because they are redeemable by the holders.

Net Loss per Share

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Since the Company incurred net losses for each of the periods presented, diluted net loss per share is the same as basic net loss per share.

Prior to the Business Combination, the membership structure of Legacy Warehouse included units which shared in the profits and losses of Legacy Warehouse.

The Company analyzed the calculation of earnings per unit for periods prior to the Business Combination and determined that it resulted in values that would not be meaningful to the users of these consolidated financial statements.

Therefore, earnings per share information has not been presented for periods prior to the Business Combination on June 7, 2022.

The basic and diluted earnings per share for the period ended September 24, 2022 represent only the period of June 8, 2022 to September 24, 2022.

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

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

Net loss attributable to Warehouse Technologies LLC unitholders prior to the Business Combination — — ( 72,134 )

Net loss attributable to the noncontrolling interest post Business Combination ( 71,182 ) ( 184,028 ) ( 60,092 )

Net loss attributable to the noncontrolling interest ( 74,095 ) ( 71,182 ) ( 184,028 )

Net loss attributable to common shareholders $ ( 16,937 ) $ ( 13,490 ) $ ( 23,866 )

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

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

The average stock price for the year ended September 27, 2025 was $ 32.64 .

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

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

For the year ended September 27, 2025, there were 8.4 million potentially dilutive common stock equivalents related to the RSUs.

For the year ended September 27, 2025, there were 3.3 million anti-dilutive common stock equivalents related to the unvested GreenBox Warrant, which could potentially dilute EPS in the future.

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

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

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

For the year ended September 28, 2024, there were 5.6 million potentially dilutive common stock equivalents related to the RSUs.

For the year ended September 28, 2024, there were 1.0 million anti-dilutive common stock equivalents related to the unvested GreenBox Warrant, which could potentially dilute EPS in the future.

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

For the year ended September 30, 2023, there were 7.6 million and 9.6 million potentially dilutive common stock equivalents related to the RSUs and Warrant Units.

Stock-Based Compensation and Warrant Units

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The 2022 Plan allows for the issuance of stock options, stock appreciation rights, restricted shares, restricted stock units, dividend equivalent rights, and other equity-based or equity-like awards that the Compensation Committee of the Board of Directors determines to be consistent with the purposes of the 2022 Plan and the interests of the Company for up to 80,811,586 shares of Class A Common Stock to employees, directors, and consultants of the Company.

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

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

The Company will no longer issue new awards under the Legacy Plans as all future grants will be issued under the 2022 Plan, or another equity plan that is approved by the Compensation Committee of the Board of Directors.

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Granted 235,292 $ 48.38

Forfeited ( 73,226 ) 15.56

Outstanding at September 28, 2024 500,052 $ 31.10

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

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

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

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

Class C Units

Prior to the Business Combination, the Company periodically granted Class C Units to employees, officers, and directors which vest over a period of up to five years , as determined by the Board of Managers.

Each issuance of Class C Units entitles its holder to share in the appreciation in the fair market value (“FMV”) of the Company from the date of issuance, subject to any preferences or priorities payable to the Preferred Units.

The Board shall establish a “Hurdle Value”, which shall not be less than the FMV on the date of such issuance of such Class C Unit and such units shall share only in appreciation of the FMV in excess of the Hurdle Value.

Any distributions made with respect to Class C Units that have not yet become vested are held in a separate account for the benefit of the holder of the unvested units until such time as the units vest.

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

The put feature requires the holder to

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

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

However, because redemption of the Class C Units is outside of the control of the Company:

(i) the Class C Units are classified outside of permanent members’ deficit, and (ii) the carrying value of Class C Units is adjusted to redemption value at each reporting period through a charge to members’ deficit (until such time as the Class C Units are redeemed or forfeited).

As further described in Note 19, Equity , the Class C Units were converted into Common Stock upon consummation of the Business Combination.

The following is a summary of Class C Units outstanding and vested immediately prior to the consummation of the Business Combination:

Balance at September 25, 2021 428,571

Granted 18,107

Forfeited ( 18,107 )

Balance at June 7, 2022 428,571

Vested at June 7, 2022 375,930

Valuation of Class C Units

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

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

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

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

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

The resulting equity value was then allocated to outstanding equity instruments using an option pricing model.

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

Dividend yield 0 %

Volatility(a) 45.0 %

Risk-free interest rate(b) 2.30 %

Expected term (years)(c) 2.00

(a) The expected volatility is estimated based on the historical volatility of a select peer group of similar publicly traded companies for a term that is consistent with the expected term of the Class C Units.

(b) The risk-free interest rate is based on the U.S.

Treasury constant maturity interest rate whose term is consistent with the expected term of the Class C Units.

The fair value per unit for the Class C Units granted was determined to be the following for each of the periods presented:

• $ 451.81 for the period December 26, 2021 through June 7, 2022

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

Value Appreciation Units

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

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

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

The Company issued 2,350,795 RSUs to the legacy VAP Unit holders.

The conversion of the VAP Units into RSUs was treated as a modification in accordance with ASC 718, and resulted in a charge of $ 24.4 million to additional paid-in capital on the date of the modification.

This included a step-up in grant date fair value charge of $ 0.7 million, which was principally due to the difference between the VAP Units grant date hurdle rates and the Company’s stock price as of the modification date.

Prior to the Business Combination, to the extent vested and exercisable, each VAP Unit could be exercised for a cash payment equal to the appreciation in the FMV of 1/100th of a Class C Unit.

The following exercisability triggers must be met before any vested award may be exercised, with the achievement of each trigger allowing one third of the vested award to be exercised:

(i) the end of the first fiscal year in which the Company meets or exceeds annual revenue (on a cash accounting basis) of $ 100 million, (ii) the end of the first fiscal year in which the Company becomes cash flow positive, and (iii) the end of the first fiscal year in which the Company generates positive earnings before interest, taxes, depreciation, and amortization (“EBITDA”).

The following is a summary of VAP Units outstanding which were converted to restricted stock units in the fourth quarter of fiscal year 2022:

Balance at September 25, 2021 4,039,620

Exercised ( 255,845 )

Forfeited ( 92,664 )

Balance at August 16, 2022 3,691,111

Converted to restricted stock units ( 3,691,111 )

Balance at September 24, 2022 —

Because the VAP Units were settleable in cash, they were treated as liability classified awards.

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

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

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

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

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

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

Warrant Units

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

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

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

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

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

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

The fair value of the warrant units was determined as of the grant date in accordance with ASC 718 using the Black-Scholes pricing model.

The fair value of the warrant units was determined as of the grant date in accordance with ASC Topic 718 using the Black-Scholes pricing model.

The Black-Scholes pricing model is based, in part, upon assumptions for which management is required to use judgment.

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

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

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

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

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

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

Granted 11,434,360

Vested ( 258,972 )

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

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Segment and Geographic Information

As more fully described in the Company’s Summary of Significant Accounting Policies, the Company operates in one operating segment.

As more fully described in the Company’s Summary of Significant Accounting Policies, the Company operates as one operating segment.

Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the CODM, which is the Company’s chief executive officer, in deciding how to allocate resources and assess performance.

The Company’s CODM evaluates the Company’s financial information and resources and assesses the performance of these resources on a consolidated basis.

There is no expense or asset information, that are supplemental to those disclosed in these consolidated financial statements, that are regularly provided to the CODM.

The allocation of resources and assessment of performance of the operating segment is based on consolidated net loss and gross margin as shown in our consolidated statements of operations.

The CODM considers net loss and gross margin in the annual forecasting process and reviews actual results when making decisions about allocating resources.

Since the Company operates as one operating segment, financial segment information, including profit or loss and asset information, can be found in the consolidated financial statements.

Geographic Information

Revenue and property and equipment, net by geographic region, based on physical location of the operations recording the sale or the assets are as follows:

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United States $ 2,199,063 $ 1,784,345 $ 1,173,177

Canada 3,834 3,714 3,368

International 47,859 3,834 3,714

Total revenue $ 2,246,922 $ 1,788,179 $ 1,176,891

Percentage of revenue generated outside of the United States — % — % 1 %

Percentage of revenue generated outside of the United States 2 % nil nil

Total property and equipment, net by geographical region (in thousands):

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United States $ 117,640 $ 96,802

Canada 307 679

International 9 307

Total property and equipment, net $ 117,649 $ 97,109

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

Percentage of property and equipment, net held outside of the United States nil nil

Subsequent Events

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

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

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

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

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

The Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data