2 unchanged sentences
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively), has evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Annual Report on Form 10-K.
−Removed: The term “disclosure controls and procedures,” as defined in the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.
+Added: The term “disclosure controls and procedures,” as defined in the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is
+Added: recorded, processed, summarized, and reported, within the time periods specified in the U.S.
+Added: Securities and Exchange Commission’s rules and forms.
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosures.
Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
−Removed: Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of September 28, 2024, our disclosure controls and procedures were not effective at the reasonable assurance level because of the existence of the material weaknesses described in Management’s Report on Internal Control over Financial Reporting.
+Added: Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of September 27, 2025, our disclosure controls and procedures were not effective at the reasonable assurance level because of the existence of the material weakness described in Management’s Report on Internal Control over Financial Reporting.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis.
−Removed: Notwithstanding the material weaknesses in internal control over financial reporting, our management, including our Chief Executive Officer and Chief Financial Officer, have concluded that our consolidated financial statements present fairly, in all material respects, our financial position, results of our operations and our cash flows for the periods presented in this Annual Report on Form 10-K, in conformity with U.S.
−Removed: There can be no assurance that these material weaknesses will not result in a misstatement to the annual or interim consolidated financial statements for future periods that would not be prevented or detected.
+Added: Notwithstanding the material weakness in internal control over financial reporting, our management, including our Chief Executive Officer and Chief Financial Officer, have concluded that our consolidated financial statements present fairly, in all material respects, our financial position, results of our operations and our cash flows for the periods presented in this Annual Report on Form 10-K, in conformity with U.S.
+Added: There can be no assurance that this material weakness will not result in a misstatement to the annual or interim consolidated financial statements for future periods that would not be prevented or detected.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting for our company.
−Removed: Internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively) and effected by our board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
+Added: Internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer and effected by our board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Because of inherent limitations, internal controls over financial reporting may not prevent or detect misstatements.
1 unchanged sentence
In conducting this evaluation, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013).
−Removed: Based upon this evaluation and those criteria, management, including our Chief Executive Officer and Chief Financial Officer, concluded that, as of September 28, 2024, the Company’s internal control over financial reporting was not effective due to the identification of the material weaknesses described below.
+Added: Based upon this evaluation and those criteria, management, including our Chief Executive Officer and Chief Financial Officer, concluded that, as of September 27, 2025, the Company’s internal controls over financial reporting were not effective due to the identification of the material weakness described below.
As of September 27, 2025, the Company did not effectively design procedures and controls over the timing of the recognition of cost of revenue.
−Removed: This resulted in the acceleration of the recognition of cost of revenue.
−Removed: Given that we recognize revenue on a percentage of completion basis, this resulted in the acceleration of recognition of revenue.
−Removed: Additionally, the Company did not effectively design and execute controls over revenue recognition related to cost overruns on certain deployments that will not be billable.
−Removed: This resulted in an overstatement of revenue during the fiscal year 2024.
−Removed: These deficiencies in internal control over financial reporting constituted material weaknesses as of September 28, 2024.
−Removed: These material weaknesses did not result in a material misstatement to the Company’s consolidated financial statements for the year ended September 28, 2024.
−Removed: On December 3, 2024, the Company filed restated unaudited interim financial statements on Form 10-Q/A for the first, second and third quarters of fiscal year 2024 that were previously filed in the Company’s quarterly reports on Form 10-Q on February 8, 2024, May 7, 2024 and July 31, 2024, respectively.
−Removed: There can be no assurance that these material weaknesses will not result in a misstatement to the annual or interim consolidated financial statements for future periods that would not be prevented or detected.
+Added: This resulted in timing discrepancies in the recognition of cost of revenue.
+Added: Given that we recognize revenue on a percentage of completion basis, this also resulted in timing discrepancies in the recognition of revenue.
+Added: We view these discrepancies in the recognition of revenue and cost of revenue as being immaterial.
+Added: This deficiency in internal control over financial reporting constituted a material weakness as of September 27, 2025.
+Added: This material weakness did not result in a material misstatement to the Company’s consolidated financial statements for the year ended September 27, 2025 or any of the previously filed interim financial statements filed in the Company’s quarterly reports on Form 10-Q.
+Added: There can be no assurance that this material weakness will not result in a misstatement to the annual or interim consolidated financial statements for future periods that would not be prevented or detected.
Our independent registered public accounting firm, Grant Thornton LLP, who audited the consolidated financial statements included in this Annual Report on Form 10-K, issued an adverse opinion on the effectiveness of the Company’s internal control over financial reporting.
+Added: Remediation of Previously Reported Material Weakness
+Added: The Company's management concluded that a material weakness existed as of September 28, 2024, as previously disclosed in “Item 9A.
+Added: Controls and Procedures” of its Annual Report on Form 10-K for the year ended September 28, 2024, as the Company did not effectively design and execute controls over revenue recognition related to cost overruns on certain deployments that will not be billable.
+Added: The controls that address the material weakness have been designed, implemented and operated effectively for a sufficient period of time in order for management to test these controls and conclude that the material weakness had been remediated as of September 27, 2025.
Changes in Internal Control Over Financial Reporting
1 unchanged sentence
Material Weakness Remediation Plan
−Removed: Management has developed a remediation plan, which it began implementing as of the end of fiscal year 2024, that includes the following elements:
−Removed: • Augmented compensating controls over the receipt of goods and services, with a focus on milestone related expenses;
−Removed: • Implemented ERP system enhancements for goods and services receipts and enhanced documentation requirements for milestone related expenses;
−Removed: • Training of the employees and redesign of the structure of the organization receiving goods and services;
−Removed: • Implemented compensating controls over revenue recognition for non-billable cost overruns.
−Removed: Management is committed to the completion of the remediation of these material weaknesses and expects to successfully implement enhanced control processes.
−Removed: Management has also engaged third-party consultants to evaluate and help simplify business processes around the receipts of goods and services.
+Added: Management has developed a remediation plan, which it began implementing during fiscal year 2025, that includes the following elements:
+Added: • redesign of the operational processes and evidence requirements for the receipt of goods and services, with a focus on data around documenting the timing of the receipt of goods and services;
+Added: • implementing additional compensating controls over the timing of the receipt of goods and services, with a continued focus on milestone related expenses;
+Added: • training of the employees of the organization receiving goods and services;
+Added: • implementing a long term ERP system solution to manage vendors which will automate certain aspects of goods and services receipts in fiscal year 2027.
+Added: We completed the implementation of additional compensating controls over the timing of the receipt of goods and services during the third and fourth quarters of fiscal year 2025.
+Added: Management is committed to the completion of the remediation of this material weakness and expects to successfully implement enhanced control processes.
However, as management continues to evaluate and work to improve its internal control over financial reporting, it may determine that additional measures to address control deficiencies or modifications to the remediation plan are necessary.
−Removed: Therefore, management cannot assure you when these material weaknesses will be remediated, that additional actions will not be required to remediate these material weaknesses, or the costs of any such additional actions.
−Removed: These material weaknesses will not be considered remediated until the remediated controls operate for a sufficient period of time and management has concluded, through further testing, that these controls are operating effectively.
+Added: Therefore, management cannot assure you when this material weakness will be remediated, that additional actions will not be required to remediate this material weakness, or the costs of any such additional actions.
+Added: This material weakness will not be considered remediated until the remediated controls operate for a sufficient period of time and management has concluded, through further testing, that these controls are operating effectively.
Other Information
During the fiscal quarter ended September 27, 2025, the following director(s) and officer(s), as defined in Rule 16a-1(f) under the Exchange Act, adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408:
−Removed: On August 28, 2023 , Corey Dufresne , the Company’s Senior Vice President and General Counsel , entered into a trading plan pursuant to Rule 10b5-1 of the Exchange Act.
−Removed: Dufresne’s Rule 10b5-1 trading plan provides for the sale of shares of Class A Common Stock that he has received or will receive following the vesting of various RSU grants.
−Removed: Dufresne’s 10b5-1 trading plan calls for the sale of a percentage of shares that he could receive upon the future vesting of certain outstanding equity awards, net of any shares withheld by us to satisfy applicable taxes.
−Removed: The number of shares to be withheld, and thus the exact number of shares to be sold pursuant to Mr.
−Removed: Dufresne’s 10b5-1 trading plan, can only be determined upon the occurrence of the future vesting events.
−Removed: For purposes of this disclosure, without subtracting any shares to be withheld upon future vesting events, the maximum aggregate number of shares that may be sold pursuant to Mr.
−Removed: Dufresne’s 10b5-1 trading plan is 62,362 shares of Class A Common Stock.
−Removed: Dufresne’s Rule 10b5-1 trading plan expires on August 31, 2025 , or earlier if all transactions under the trading arrangement are completed.
−Removed: The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c) under the Exchange Act.
−Removed: On August 29, 2023 , William Boyd , the Company’s Chief Strategy Officer , entered into a trading plan pursuant to Rule 10b5-1 of the Exchange Act.
+Added: On August 19, 2025 , William Boyd III , the Chief Strategy Officer of the Company, entered into a trading plan pursuant to Rule 10b5-1 of the Exchange Act.
Boyd’s Rule 10b5-1 trading plan provides for the sale of shares of Class A Common Stock held by him, as well as shares that he has received or will receive following the vesting of various RSU grants.
3 unchanged sentences
For purposes of this disclosure, without subtracting any shares to be withheld upon future vesting events, the maximum aggregate number of shares that may be sold pursuant to Mr.
−Removed: Boyd’s 10b5-1 trading plan is 105,665 shares of Class A Common Stock.
+Added: Boyd’s 10b5-1 trading plan is 88,042 shares of our Class A Common Stock.
Boyd’s Rule 10b5-1 trading plan expires on December 31, 2026 , or earlier if all transactions under the trading arrangement are completed.
The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c) under the Exchange Act.
−Removed: On September 6, 2024 , Michael Dunn , the Company’s Senior Vice President, Sales, Marketing and Product Strategy , entered into a trading plan pursuant to Rule 10b5-1 of the Exchange Act.
−Removed: Dunn’s Rule 10b5-1 trading plan provides for the sale of shares of Class A Common Stock that he has received or will receive following the vesting of various RSU grants.
−Removed: Dunn’s 10b5-1 trading plan calls for the sale of a percentage of shares that he could receive upon the future vesting of certain outstanding equity awards, net of any shares withheld by us to satisfy applicable taxes.
−Removed: The number of shares to be withheld, and thus the exact number of shares to be sold pursuant to Mr.
−Removed: Dunn’s 10b5-1 trading plan, can only be determined upon the occurrence of the future vesting events.
−Removed: For purposes of this disclosure, without subtracting any shares to be withheld upon future vesting events, the maximum aggregate number of shares that may be sold pursuant to Mr.
−Removed: Dunn’s 10b5-1 trading plan is 106,596 .
−Removed: Dunn’s Rule 10b5-1 trading plan expires on June 30, 2025 , or earlier if all transactions under the trading arrangement are completed.
−Removed: The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c).
+Added: On August 27, 2025 , Merline Saintil , a director of the Company, entered into a trading plan pursuant to Rule 10b5-1 of the Exchange Act.
+Added: Saintil’s Rule 10b5-1 trading plan provides for the sale of shares of Class A Common Stock that she has received or will receive following the vesting of various RSU grants.
+Added: Saintil’s 10b5-1 trading plan calls for the sale of a percentage of shares that she could receive upon the future vesting of certain outstanding equity awards, net of any shares withheld by us to satisfy applicable taxes.
+Added: The number of shares to be withheld, and thus the exact number of shares to be sold pursuant to Ms.
+Added: Saintil’s 10b5-1 trading plan, can only be determined upon the occurrence of the future vesting events.
+Added: For purposes of this disclosure, without subtracting any shares to be withheld upon future vesting events, the maximum aggregate number of shares that may be sold pursuant to Ms.
+Added: Saintil’s 10b5-1 trading plan is 12,448 shares of Class A Common Stock.
+Added: Saintil’s Rule 10b5-1 trading plan expires on April 30, 2026 , or earlier if all transactions under the
+Added: trading arrangement are completed.
+Added: The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c) under the Exchange Act.
Certain of our directors or officers have made elections to participate in, and are participating in, our Incentive Compensation Plan, ESPP or our defined-contribution benefit plan under the provisions of Section 401(k) of the Internal Revenue Code and have may, and may from time to time make, elections to have shares withheld to cover withholding taxes or pay the exercise price of options, which may be designed to satisfy the affirmative defense conditions of Rule 10b5-1 under the Exchange Act or may constitute non-Rule 10b5–1 trading arrangements (as defined in Item 408(c) of Regulation S-K).
20 unchanged sentences
• Consolidated Statements of Comprehensive Loss for the years ended September 27, 2025, September 28, 2024, and September 30, 2023
−Removed: • Consolidated Statements of Changes in Redeemable Preferred and Common Units and Equity (Deficit) for the years ended September 28, 2024, September 30, 2023, and September 24, 2022
+Added: • Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the years ended September 27, 2025, September 28, 2024, and September 30, 2023
• Consolidated Statements of Cash Flows for the years ended September 27, 2025, September 28, 2024, and September 30, 2023
52 unchanged sentences
8-K 10.6 3/12/2021
−Removed: 10.13++ Unit Purchas e Agreement, dated December 12, 2021, among SVF Investment Corp.
+Added: 10.13++ Unit Purchase Agreement, dated December 12, 2021, among SVF Investment Corp.
3, Warehouse Technologies LLC, Symbotic Holdings LLC, RJJRP Holdings, Inc., RBC 2021 4 Year GRAT 4 (U/A March 31, 2021) and RBC Millennium Trust (U/A June 19, 2000)
16 unchanged sentences
Amended and Restated Limited Liability Company Agreement of GreenBox Systems LLC, dated September 25, 2024, among GreenBox Systems LLC, Symbotic Holdings LLC and Sunlight Investment Corp.
+Added: 10-K 10.20 12/04/2024
10.21++^
−Removed: Master Services, License and Equipment Agreement, dated July 23, 2023, b etween GreenBox Systems LLC and Symbotic LLC
+Added: Master Services, License and Equipment Agreement, dated July 23, 2023, between GreenBox Systems LLC and Symbotic LLC
8-K 10.3 7/24/2023
7 unchanged sentences
10.25# Offer Letter, dated February 10, 2020, between Symbotic LLC and William Boyd
−Removed: 10.26# Offer Letter, dated June 17, 2020, between Symbotic LLC and George Dramalis
+Added: 10-K 10.25 12/04/2024
10.26# Offer Letter, dated November 7, 2011, between Symbotic LLC (f/k/a CasePick Systems, LLC) and Corey Dufresne
+Added: 10-K 10.27 12/04/2024
10.27# Separation and Severance Agreement, dated April 1, 2014, between Symbotic LLC and Corey Dufresne
+Added: 10-K 10.28 12/04/2024
19.1 Symbotic Inc.
27 unchanged sentences
SYMBOTIC INC.
−Removed: December 4, 2024 By:
+Added: November 24, 2025 By:
Vice President, Controller and Chief Accounting Officer
3 unchanged sentences
/s/ Richard B.
−Removed: Cohen Chief Executive Officer, President and Director December 4, 2024
+Added: Cohen Chief Executive Officer, President and Director November 24, 2025
Cohen (Principal Executive Officer)
−Removed: /s/ Carol Hibbard Chief Financial Officer and Treasurer December 4, 2024
−Removed: Carol Hibbard (Principal Financial Officer)
−Removed: Freve Vice President, Controller and Chief Accounting Officer December 4, 2024
+Added: /s/ Izilda Martins Chief Financial Officer and Treasurer November 24, 2025
+Added: Izilda Martins (Principal Financial Officer)
+Added: Freve Vice President, Controller and Chief Accounting Officer November 24, 2025
Freve (Principal Accounting Officer)
−Removed: /s/ Rollin Ford Director December 4, 2024
−Removed: /s/ Charles Kane Director December 4, 2024
−Removed: /s/ Todd Krasnow Director December 4, 2024
−Removed: Parekh Director December 4, 2024
−Removed: /s/ Daniela Rus Director December 4, 2024
−Removed: /s/ Merline Saintil Director December 4, 2024
+Added: /s/ Eric Branderiz Director November 24, 2025
+Added: Eric Branderiz
+Added: /s/ Rollin Ford Director November 24, 2025
+Added: /s/ Charles Kane Director November 24, 2025
+Added: /s/ Todd Krasnow Director November 24, 2025
+Added: Parekh Director November 24, 2025
+Added: /s/ Daniela Rus Director November 24, 2025
+Added: /s/ Andrew Ross Director November 24, 2025
+Added: /s/ Merline Saintil Director November 24, 2025
Merline Saintil
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.