Symbotic Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures 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. 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 110 Table of Contents recorded, processed, summarized, and reported, within the time periods specified in the U.S. 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. 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. 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. GAAP. 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. 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. Our management has conducted an evaluation of the effectiveness of our internal control over financial reporting as of September 27, 2025. 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). 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. This resulted in timing discrepancies in the recognition of cost of revenue. Given that we recognize revenue on a percentage of completion basis, this also resulted in timing discrepancies in the recognition of revenue. We view these discrepancies in the recognition of revenue and cost of revenue as being immaterial. This deficiency in internal control over financial reporting constituted a material weakness as of September 27, 2025. 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. 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. Remediation of Previously Reported Material Weakness The Company's management concluded that a material weakness existed as of September 28, 2024, as previously disclosed in “Item 9A. 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. 111 Table of Contents 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 Subject to the steps taken in connection with the remediation plan noted below, there have been no changes in our internal control over financial reporting for the three months ended September 27, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Material Weakness Remediation Plan Management has developed a remediation plan, which it began implementing during fiscal year 2025, that includes the following elements: • 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; • implementing additional compensating controls over the timing of the receipt of goods and services, with a continued focus on milestone related expenses; • training of the employees of the organization receiving goods and services; and • implementing a long term ERP system solution to manage vendors which will automate certain aspects of goods and services receipts in fiscal year 2027. 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. 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. 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. 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. Item 9B. 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: 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. Mr. 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. Mr. Boyd’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. The number of shares to be withheld, and thus the exact number of shares to be sold pursuant to Mr. Boyd’s 10b5-1 trading plan, can only be determined upon the occurrence of the future vesting events. 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. Boyd’s 10b5-1 trading plan is 88,042 shares of our Class A Common Stock. Mr. 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. 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. Ms. 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. Ms. 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. The number of shares to be withheld, and thus the exact number of shares to be sold pursuant to Ms. Saintil’s 10b5-1 trading plan, can only be determined upon the occurrence of the future vesting events. 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. Saintil’s 10b5-1 trading plan is 12,448 shares of Class A Common Stock. Ms. Saintil’s Rule 10b5-1 trading plan expires on April 30, 2026 , or earlier if all transactions under the 112 Table of Contents trading arrangement are completed. 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). Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. PART III Item 10. Directors, Executive Officers and Corporate Governance The information required under this item is incorporated herein by reference to the Company’s definitive proxy statement pursuant to Regulation 14A, which proxy statement will be filed with the Securities and Exchange Commission not later than 120 days after the close of the Company’s fiscal year ended September 27, 2025. We have adopted a written code of business conduct and ethics that will apply to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the code can be found at http:/ir.symbotic.com/corporate-governance/documents-charters under the link “Code of Business Conduct and Ethics.” In addition, we intend to post on our website all disclosures that are required by law or NASDAQ listing standards concerning any amendments to, or waivers from, any provision of the code of business conduct and ethics. The information on any of our websites is deemed not to be incorporated in this proxy statement or to be part of this proxy statement. Item 11. Executive Compensation The information required under this item is incorporated herein by reference to the Company’s definitive proxy statement pursuant to Regulation 14A, which proxy statement will be filed with the Securities and Exchange Commission not later than 120 days after the close of the Company’s fiscal year ended September 27, 2025. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required under this item is incorporated herein by reference to the Company’s definitive proxy statement pursuant to Regulation 14A, which proxy statement will be filed with the Securities and Exchange Commission not later than 120 days after the close of the Company’s fiscal year ended September 27, 2025. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required under this item is incorporated herein by reference to the Company’s definitive proxy statement pursuant to Regulation 14A, which proxy statement will be filed with the Securities and Exchange Commission not later than 120 days after the close of the Company’s fiscal year ended September 27, 2025. Item 14. Principal Accounting Fees and Services The information required under this item is incorporated herein by reference to the Company’s definitive proxy statement pursuant to Regulation 14A, which proxy statement will be filed with the Securities and Exchange Commission not later than 120 days after the close of the Company’s fiscal year ended September 27, 2025. PART IV Item 15. Exhibits, Financial Statement Schedules (a) 1. Financial Statements (included in Item 8 of this Annual Report on Form 10-K): • Report of Independent Registered Public Accounting Firm • Consolidated Balance Sheets as of September 27, 2025 and September 28, 2024 • Consolidated Statements of Operations for the years ended September 27, 2025, September 28, 2024, and September 30, 2023 113 Table of Contents • Consolidated Statements of Comprehensive Loss for the years ended September 27, 2025, September 28, 2024, and September 30, 2023 • 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 • Notes to Consolidated Financial Statements 2. Financial Statement Schedules Financial statements schedules are omitted as they are either not required or the information is otherwise included in the consolidated financial statements. (b) Exhibits These exhibits listed below are filed or incorporated by reference into this Report. Incorporated by Reference Exhibit Description Form Exhibit Filing Date 2.1++ Agreement and Plan of Merger, dated December 12, 2021, among SVF Investment Corp. 3, Warehouse Technologies LLC, Symbotic Holdings LLC and Saturn Acquisition (DE) Corp. 8-K 2.1 12/13/2021 3.1 Certificate of Incorporation of Symbotic Inc. 8-K 3.1 6/13/2022 3.2 Bylaws of Symbotic Inc. 8-K 3.2 6/13/2022 4.1++ Warrant to Purchase Common Units, dated June 7, 2022, between Symbotic Holdings LLC and Walmart Inc. 8-K 4.1 6/13/2022 4.2 Warrant to Purchase Class A Common Stock, dated July 23, 2023, between Symbotic Inc. and Sunlight Investment Corp. 8-K 4.1 7/24/2023 4.3 Description of Securities of Symbotic Inc. 10-K 4.2 12/09/2022 4.4 Form of Indenture S-3 4.1 7/24/2023 10.1++ Amended and Restated Registration Rights Agreement, dated June 7, 2022, among Symbotic Inc., SVF Sponsor III (DE) LLC, certain legacy directors of SVF Investment Corp. 3, and certain directors, officers and stockholders of Symbotic Inc. 8-K 10.1 6/13/2022 10.2 Tax Receivable Agreement, dated June 7, 2022, among Symbotic Inc., Symbotic Holdings LLC and certain members of Symbotic Holdings LLC 8-K 10.2 6/13/2022 10.3++ Second Amended and Restated Limited Liability Company Agreement of Symbotic Holdings LLC, dated June 7, 2022 8-K 10.3 6/13/2022 10.4# Form of Indemnification Agreement between Symbotic Inc. and each of its directors and executive officers. 8-K 10.4 6/13/2022 10.5# Symbotic Inc. 2022 Omnibus Incentive Compensation Plan 8-K 10.5 6/13/2022 10.6# Form of Restricted Stock Unit Award Agreement under the Symbotic Inc. 2022 Omnibus Incentive Compensation Plan 8-K 10.6 6/13/2022 10.7# Form of Performance-Based Restricted Stock Unit Award Agreement under the Symbotic Inc. 2022 Omnibus Incentive Compensation Plan 8-K 10.7 6/13/2022 10.8# Symbotic Inc. 2022 Employee Stock Purchase Plan 8-K 10.8 6/13/2022 10.9# Symbotic LLC / Warehouse Technologies, LLC 2012 Value Appreciation Plan S-4 10.26 3/23/2022 10.10# Symbotic LLC / Symbotic Canada ULC / Warehouse Technologies LLC Amended and Restated 2018 Long Term Incentive Plan S-4 10.27 3/23/2022 10.11# Offer Letter, dated as of March 24, 2022, by and between Symbotic LLC and Michael J. Loparco S-4 10.28 4/22/2022 114 Table of Contents 10.12 Forward Purchase Agreement, dated March 8, 2021, between SVF Investment Corp. 3 and SVF II SPAC Investment 3 (DE) LLC 8-K 10.6 3/12/2021 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) 8-K 10.5 12/13/2021 10.14++^ Second Amended and Restated Master Automation Agreement, dated May 20, 2022, among Walmart Inc., Symbotic LLC and Warehouse Technologies LLC S-4 10.32 5/23/2022 10.15# Offer Letter, dated as of April 21, 2017, between Symbotic LLC and Michael Dunn 8-K 10.17 6/13/2022 10.16# Offer Letter, dated September 1, 2020, between Symbotic LLC and Thomas Ernst 8-K 10.18 6/13/2022 10.17# Offer Letter, dated January 13, 2023 between Symbotic LLC and Walter Odisho 10-Q 10.1 2/08/2024 10.18 Investment and Subscription Agreement, dated as of December 12, 2021, between Warehouse Technologies LLC and Walmart, Inc. S-4 10.33 5/23/2022 10.19++^ Framework Agreement, dated July 23, 2023, among Symbotic Inc., Symbotic Holdings LLC, Symbotic LLC, Sunlight Investment Corp., SVF II Strategic Investments AIV LLC and GreenBox Systems LLC 8-K 10.1 7/24/2023 10.20++^ 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. 10-K 10.20 12/04/2024 10.21++^ Master Services, License and Equipment Agreement, dated July 23, 2023, between GreenBox Systems LLC and Symbotic LLC 8-K 10.3 7/24/2023 10.22# Separation Agreement and General Release of Claims, dated November 19, 2022, between Symbotic Inc. and Michael J. Loparco 8-K 10.1 11/21/2022 10.23# Transition Agreement, dated October 1, 2023, between Symbotic LLC and Thomas Ernst 8-K 10.1 10/02/2023 10.24# Offer Letter, dated September 17, 2023, between Symbotic LLC and Carol Hibbard 8-K 10.2 10/02/2023 10.25# Offer Letter, dated February 10, 2020, between Symbotic LLC and William Boyd 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 10-K 10.27 12/04/2024 10.27# Separation and Severance Agreement, dated April 1, 2014, between Symbotic LLC and Corey Dufresne 10-K 10.28 12/04/2024 19.1 Symbotic Inc. Insider Trading Policy 21.1 List of Subsidiaries of Symbotic Inc. 23.1 Consent of Grant Thornton LLP 31.1 Certification of the Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934 31.2 Certification of the Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934 32.1 Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1 Symbotic Inc. Clawback Policy: Recovery of Erroneously Awarded Incentive-Based Compensation 10-K 97.1 12/11/2023 115 Table of Contents 101.INS Inline Instance Document 101.SCH Inline Taxonomy Extension Schema Document 101.CAL Inline Taxonomy Extension Calculation Linkbase Document 101.DEF Inline Taxonomy Extension Definition Linkbase Document 101.LAB Inline Taxonomy Extension Label Linkbase Document 101.PRE Inline Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) # Indicates management contract or compensatory plan ++ Certain of the exhibits and schedules have been omitted in accordance with Item 601(a)(5) of Regulation S-K. We agree to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. ^ Certain confidential information, marked by brackets and asterisks, has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because we customarily and actually treat such information as private or confidential and the omitted information is not material. (c) Not applicable. Item 16. Form 10-K Summary None. 116 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SYMBOTIC INC. Date: November 24, 2025 By: /s/ Maria G. Freve Name: Maria G. Freve Title: Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer) Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. 117 Table of Contents Signature Title Date /s/ Richard B. Cohen Chief Executive Officer, President and Director November 24, 2025 Richard B. Cohen (Principal Executive Officer) /s/ Izilda Martins Chief Financial Officer and Treasurer November 24, 2025 Izilda Martins (Principal Financial Officer) /s/ Maria G. Freve Vice President, Controller and Chief Accounting Officer November 24, 2025 Maria G. Freve (Principal Accounting Officer) /s/ Eric Branderiz Director November 24, 2025 Eric Branderiz /s/ Rollin Ford Director November 24, 2025 Rollin Ford /s/ Charles Kane Director November 24, 2025 Charles Kane /s/ Todd Krasnow Director November 24, 2025 Todd Krasnow /s/ Vikas J. Parekh Director November 24, 2025 Vikas J. Parekh /s/ Daniela Rus Director November 24, 2025 Daniela Rus /s/ Andrew Ross Director November 24, 2025 Andrew Ross /s/ Merline Saintil Director November 24, 2025 Merline Saintil 118