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What changed in Symbotic Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Symbotic Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+554 added−577 removedSource: 10-K (2025-11-24) vs 10-K (2024-12-04)

Top changes in Symbotic Inc.'s 2025 10-K

554 paragraphs added · 577 removed · 436 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

130 edited+60 added−65 removed25 unchanged
Biggest changeWalmart also pays us for operation services for systems installed in the first four buildings for an operation service period for each system that ends on the third anniversary of preliminary acceptance of the final system installed in a building. The initial term of the Walmart MAA expires on May 20, 2034 with annual renewals of the term thereafter.
Biggest changeFor each system, Walmart pays us: • the cost of implementation, including the cost of material and labor, plus a specified net profit amount, subject in certain cases to a capped cost amount; • for software maintenance and support for a minimum of 15 years following preliminary acceptance of the system and with annual renewals thereafter; and • for spare parts and other miscellaneous expenses. 12 Table of Contents Walmart also pays us for operation services for systems installed in the first four distribution centers for an operation service period for each system that ends on the third anniversary of preliminary acceptance of the final system installed in a building and for other systems as requested.
We will continue to innovate our existing systems as well as introduce new offerings in specific areas for which we do not have a solution, such as tailoring our System to handle non-ambient foods. This will not only allow us to deepen our penetration within existing customers, but also grow our customer base in adjacent applications.
We will continue to innovate our existing systems as well as introduce new offerings in specific areas for which we do not have a solution, such as tailoring our systems to handle non-ambient foods. This will not only allow us to deepen our penetration within existing customers, but also grow our customer base in adjacent applications.
We seek to protect our intellectual property rights in our core technology through a combination of patents, trademarks, copyrights, and trade secrets. This includes the use of non-disclosure and invention assignment agreements with our contractors and employees and the use of non-disclosure agreements with our customers, vendors, and business partners.
We seek to protect our intellectual property rights in our core technology through a combination of patents, trademarks, copyrights, and trade secrets. This includes the use of non-disclosure and invention assignment agreements with our contractors and employees and the use of non-disclosure agreements with our customers, vendors, business partners and universities.
Some point solutions such as specific goods-to-people robotics or pick and pack robotic arm solutions address only specific supply chain functions but do not maximize the efficiency of the supply chain as a whole. These solutions also must be integrated with other disparate technologies, which often comes at significant cost and time and adds latency to operations.
Some point solutions such as specific goods-to-people robotics or pick and pack robotic arm solutions address only specific supply chain functions but do not maximize the efficiency of the supply chain as a whole. These solutions also must be integrated with other disparate technologies, which often come at significant cost and time and adds latency to operations.
The companies that offer comprehensive solutions, most notably Witron, Honeywell, Dematic, Vanderlande, Knapp AG, SSI Schaefer, and Swisslog, have systems that are composed of a disparate set of mechanically complex point solutions, with numerous single points of failure. These systems are challenging to implement and expensive to adapt to changing customer needs and SKU variation.
Other companies that offer comprehensive solutions, most notably Witron, Honeywell, Dematic, Vanderlande, Knapp AG, SSI Schaefer and Swisslog, have systems that are composed of a disparate set of mechanically complex point solutions with numerous single points of failure. These systems are challenging to implement and expensive to adapt to changing customer needs and SKU variation.
System Functional Flow Overview Generally, manufacturers create their products in batches by SKU (i.e., individual type of item like can of chicken noodle soup). Manufacturers then aggregate and package the goods in manageable quantities for efficient and safe shipping. Usually, goods are batched in cardboard or plastic cases.
Functional Flow Overview of Systems Generally, manufacturers create their products in batches by SKU (i.e., individual type of item like can of chicken noodle soup). Manufacturers then aggregate and package the goods in manageable quantities for efficient and safe shipping. Usually, goods are batched in cardboard or plastic cases.
Traditional brick-and-mortar must also support online with home delivery, buy online pick up in store, as well as support for channel-related reverse logistics. Not only does the growth of distribution channels increase complexity, but the e-commerce channel itself is more complex than traditional brick-and-mortar.
Traditional brick-and-mortar retailers must support buy online with home delivery, buy online pick up in store, as well as support for channel-related reverse logistics. Not only does the growth of distribution channels increase complexity, but the e-commerce channel itself is more complex than traditional brick-and-mortar.
We have numerous other potential customers in various stages of the sales cycle and we expect to win new customers in our primary addressable market. • Expand into new verticals : We believe that every vertical that involves the physical distribution of goods through a warehouse or distribution center is a potential customer.
We have numerous other potential customers in various stages of the sales cycle and we expect to win new customers in our primary addressable market. • Expand into new verticals : We believe that every vertical that involves the physical distribution of goods through a warehouse is a potential customer.
Distribution Centers E-Commerce Fulfillment Flow of Goods Upstream Downstream Typical Function Singulate and buffering between producers and next node Items selection Packing and shipping Typical Location Rural, Suburban Suburban, Urban Common Fulfillment Unit Pallets, Cases Items/Eaches Optimized for Low cost per case Speed of fulfillment & delivery Volume High Low to moderate SKU count/variety Low to Moderate High Current supply chain operations are generally manual, inflexible, expensive, require significant investments in inventory, and require goods to be manually handled multiple times before being shipped to stores or consumers.
Distribution Centers E-Commerce or Micro-Fulfillment Flow of Goods Upstream Downstream Typical Function Singulate and buffering between producers and next node Items selection Packing and shipping Typical Location Rural or Suburban Suburban, Urban or Store-Based Common Fulfillment Unit Pallets, Cases Items/Eaches Optimized for Low cost per case Low cost per item Speed of fulfillment and delivery Volume High Low to moderate SKU count/variety Low to Moderate High Current supply chain operations are generally manual, inflexible, expensive, require significant investments in inventory, and require goods to be manually handled multiple times before being shipped to stores or consumers.
As businesses focus on optimizing their supply chain operations, WaaS has emerged as a strategic alternative to captive warehouses, offering on-demand access to warehouse facilities, advanced inventory management systems, and technology-driven logistics solutions that benefit from automation and A.I.
As businesses focus on optimizing their supply chain operations, WaaS has emerged as a strategic alternative to captive warehouses, offering on-demand access to warehouses, advanced inventory management systems, and technology-driven logistics solutions that benefit from automation and A.I.
Our System Overview Given the first principles of the supply chain, we re-conceived the purpose and needs of the supply chain. Unencumbered by legacy thinking and the resulting narrowly targeted technologies aimed at reducing fragments of cost in the warehouse, we completely re-designed and re-engineered the warehouse.
Overview of Our Systems Given the first principles of the supply chain, we re-conceived the purpose and needs of the supply chain. Unencumbered by legacy thinking and the resulting narrowly targeted technologies aimed at reducing fragments of cost in the warehouse, we completely re-designed and re-engineered the warehouse.
They have discrete applicability focused on a particular niche in the warehouse automation value chain (e.g., specific pick and pack, e-commerce fulfillment robotics) or are older manufacturing technologies that automate high-volume, lower-value repetitive tasks (e.g., conveyor belts and sensors). We believe our system is unique as it is a comprehensive warehouse automation system.
They have discrete applicability focused on a particular niche in the warehouse automation value chain (e.g., specific pick and pack, e-commerce fulfillment robotics) or are older manufacturing technologies that automate high-volume, lower-value repetitive tasks (e.g., conveyor belts and sensors). We believe our solution is unique as it is a comprehensive automation system for the supply chain.
Sales and Marketing We go to market via a direct sales model. Given the size, complexity, and value of our system, our sales have come from long-term discussions between our management team and senior-level executives at our customers.
Sales and Marketing We go to market via a direct sales model. Given the size, complexity, and value of our systems, our sales have come from long-term discussions between our management team and senior-level executives at our customers.
The advantages of this approach are so compelling, as measured by performance data in real world applications, that we believe our system can become the de facto standard approach for how warehouses operate.
The advantages of this approach are so compelling, as measured by performance data in real world applications, that we believe our systems can become the de facto standard approach for how warehouses operate.
We also purchase lifts, fixed place robots, conveyors, and steel racking equipment from a wide range of vendors to complete our systems. Intellectual Property Our ability to drive innovation in the robotics and A.I. automation markets depends in part upon our ability to protect our core technology and the intellectual property therein and thereto.
We also purchase lifts, fixed place robots, conveyors, and steel racking equipment from a wide range of vendors to complete our systems. 14 Table of Contents Intellectual Property Our ability to drive innovation in the robotics and A.I. automation markets depends in part upon our ability to protect our core technology and the intellectual property therein and thereto.
Our system typically creates a pallet comprised of a variety of different goods and SKUs (known as a “rainbow pallet”). Our system can also create a rainbow pallet based upon a customer’s store plan.
Our solution typically creates a pallet comprised of a variety of different goods and SKUs (known as a “rainbow pallet”). Our solution can also create a rainbow pallet based upon a customer’s store plan.
We make available free of charge through our internet website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, registration statements and amendments to those reports filed or furnished pursuant to the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish them to the SEC.
We make available free of charge through our internet website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, registration statements and amendments to those reports filed or furnished pursuant to the Exchange Act of 1934, as amended (the “Exchange Act”) as soon as reasonably practicable after we electronically file such material with, or furnish them to the SEC.
Our large de-palletizing robotic cells use state of the art vision technology and our proprietary end-of-arm tools to pick up entire layers of goods and transfer them to our “singulating” robots that deconstruct the pallet down to the case level.
Our large de-palletizing robotic cells use state-of-the-art vision technology and our proprietary end-of-arm tools to pick up entire layers of cases and transfer them to our “singulating” robots that deconstruct the pallet layer down to the case level.
Goods may also travel through the supply chain un-palletized because they have been combined with other goods for more efficient shipping. This often happens when goods come from international destinations given the desire to fill a shipping container with multiple goods and/or from multiple manufacturers to reduce overall shipping costs.
Goods may also travel through the supply chain un-palletized because they have been combined with other goods for more efficient shipping. This often happens when goods come from international destinations given the 6 Table of Contents desire to fill a shipping container with multiple goods and/or from multiple manufacturers to reduce overall shipping costs.
We are also able to install our system in phases, allowing the existing warehouse facility to continue to operate during the transition to our system. Finally, we can easily reconfigure and expand our system to accommodate SKU proliferation as our customers’ needs and strategies evolve.
We are also able to install our systems in phases, allowing the existing warehouse to continue to operate during the transition to our systems. Finally, we can easily reconfigure and expand our systems to accommodate SKU proliferation as our customers’ needs and strategies evolve.
There are several point solutions available in the market that automate certain components of the warehouse or distribution center, but few offer comprehensive systems. Those that do typically require a significant greenfield real estate investment.
There are several point solutions available in the market that automate certain components of the warehouse, but few offer comprehensive systems. Those that do typically require a significant greenfield real estate investment.
GreenBox On July 21, 2023, in conjunction with entities related to the SoftBank Group, we established GreenBox Systems LLC, a strategic joint venture to build and automate supply chain networks globally by operating and financing our advanced A.I. and automation technology for the warehouse. We own 35% of GreenBox and SoftBank Group owns 65% of GreenBox.
GreenBox In July 2023, in conjunction with entities related to the SoftBank Group, we established GreenBox, a strategic joint venture to build and automate supply chain networks globally by operating and financing our advanced A.I. and automation technology for the warehouse. We own 35% of GreenBox and SoftBank Group owns 65% of GreenBox.
Pursuant to the Investment and Subscription Agreement and as a result of the warrant exercise, Walmart has the right to designate a Walmart employee of a certain seniority level to attend all meetings of the Board in a nonvoting observer capacity, except in certain circumstances, including where such observer’s attendance may be inconsistent with the directors’ fiduciary duties to the Company or where such meetings may involve attorney-client privileged information, a conflict of interest between the Company and Walmart or information that the Company determines is competitively or commercially sensitive.
Pursuant to the Investment and Subscription Agreement and as a result of its ownership, Walmart has the right to designate a Walmart employee of a certain seniority level to attend all meetings of our board of directors in a nonvoting observer capacity, except in certain circumstances, including where such observer’s attendance may be inconsistent with the directors’ fiduciary duties to the Company or where such meetings may involve attorney-client privileged information, a conflict of interest between the Company and Walmart or information that the Company determines is competitively or commercially sensitive.
We fully expect that the value these customers receive from our system will translate into winning full deployments at the remainder of their warehouses and distribution centers and therefore, we expect to grow our market share. • Win additional customers in existing verticals : Given the size of our primary serviceable addressable market relative to the size of our customer base, there is significant room for us to expand in our primary addressable market.
We fully expect that the value these customers receive from our systems will translate into winning full deployments at the remainder of their warehouses and therefore, we expect to grow our market share. • Win additional customers in existing verticals : Given the size of our primary addressable market relative to the size of our customer base, there is significant room for us to expand in our primary addressable market.
On July 23, 2023, we entered into a commercial agreement with GreenBox that sets forth the terms, conditions, rights and obligations governing the design, installation, implementation and operation of our system for GreenBox.
In July 2023, we entered into a commercial agreement with GreenBox that sets forth the terms, conditions, rights and obligations governing the design, installation, implementation and operation of our system for GreenBox.
Advances in Core Technologies We benefit from advances in robotics, sensors, visual systems, processing power, machine learning, and A.I. that have been developed and commercialized over the last decade. For example, we benefit from the tens of billions of dollars that have been invested in attempts to advance autonomous vehicle technology.
Advances in Core Technologies We benefit from advances in robotics, sensors, vision systems, processing power, and A.I. that have been developed and commercialized over the last decade. For example, we benefit from the tens of billions of dollars that have been invested in attempts to advance autonomous vehicle technology.
Simultaneously, our system performs an integrity check of each case to screen for damage. If the case is damaged, it may be compromised as it moves through our system, and it may indicate damaged goods inside the case. Any case that our system determines is non-conforming or damaged is rejected by our system.
Simultaneously, our systems perform an integrity check of each case to screen for damage. If the case is damaged, it may be compromised as it moves through our system, and it may indicate damaged goods inside the case. Any case that our system determines is non-conforming or damaged is rejected.
The implementation of our systems under the Walmart MAA began in 2021 and will continue based upon an agreed-upon timeline, subject to limited adjustment, with the implementation of all systems to begin by the end of 2029.
The implementation of our systems began in 2021 and will continue based upon an agreed-upon timeline, subject to limited adjustment, with the implementation of all systems to begin by the end of 2029.
On April 30, 2021, we amended the Walmart MAA to expand our commercial relationship with Walmart and the scope of the Walmart MAA to the implementation of systems across 25 of Walmart’s 42 regional distribution centers.
In April 2021, we amended the Walmart MAA to expand our commercial relationship with Walmart and the scope of the Walmart MAA to the implementation of our systems across 25 of Walmart’s 42 regional distribution centers.
See “ Risk Factors—Other Risks—We are subject to U.S. and foreign anti-corruption and anti-money laundering laws and regulations and could face criminal liability and other serious consequences for violations, which could adversely affect our business, financial condition and results of operations ” for additional information about the anti-corruption and anti-money laundering laws that may affect our business.
See “Risk Factors—Other Risks—We are subject to U.S. and foreign anti-corruption and anti-money laundering laws and regulations and could face criminal liability and other serious consequences for violations, which could adversely affect our business, financial condition and results of operations” for additional information about the anti-corruption and anti-money laundering laws that may affect our business.
Our singulating robots also use vision technology and other proprietary end-of-arm tools to orient each case optimally for storage and handling in our system’s storage structure.
Our singulating robots also use vision technology and other proprietary end-of-arm tools to orient each case optimally for storage and handling in the storage structure of our system.
They are powered by rapid-charging ultracapacitors, so charging takes a matter of seconds as the Symbots drive over charge plates integrated into the floor of the storage structure. This eliminates the need for Symbots to come out of service for charging, which allows them to operate all day for weeks at a time.
SymBot mobile robots are powered by rapid-charging ultracapacitors, so charging takes a matter of seconds as the SymBot mobile robots drive over charge plates integrated into the floor of the storage structure. This eliminates the need for SymBot mobile robots to come out of service for charging, which allows them to operate all day for weeks at a time.
Additionally, pursuant to the Investment and Subscription Agreement and subject to certain exceptions described therein, Walmart is subject to a standstill agreement that limits Walmart’s ability to pursue certain transactions with respect to Warehouse and the Company until the earlier of (i) December 12, 2025 and (ii) the later of (a) the date on which Walmart owns less than 5% of the fully diluted equity interests of Warehouse or, after the closing of the Business Combination (the “Closing”), the Company and (b) the date that is six months after Walmart no longer has the board observer rights described above.
Additionally, pursuant to the Investment and Subscription Agreement and subject to certain exceptions described therein, Walmart is subject to a standstill agreement that limits Walmart’s ability to pursue certain transactions with respect to the Company until the earlier of (i) December 12, 2025 and (ii) the later of (a) the date on which Walmart owns less than 5% of the fully diluted equity of the Company, and (b) the date that is six months after Walmart no longer has the board observer rights described above.
To capture the size of this broader market opportunity, we estimate the size of these additional verticals in the United States at an additional $52 billion (using the same methodology we use for our primary and secondary verticals).
To capture the size of this broader market opportunity, we estimate the size of these additional verticals in the United States at an additional $52 billion over the next 15 years (using the same methodology we use for our primary and secondary verticals).
Walmart We have worked with Walmart since 2015 and entered into the initial Walmart Master Automation Agreement (“MAA”) in 2017 and restated and amended that agreement in January 2019.
Walmart We have worked with Walmart since 2015 and entered into the initial Walmart Master Automation Agreement (“Walmart MAA”) in 2017 and restated and amended that agreement in January 2019.
Our Market Opportunity We define our primary addressable market as the total potential spend on our system over the next 15 years for U.S. warehouses in the general merchandise, ambient grocery, ambient food distribution, consumer packaged food, and apparel verticals.
Our Market Opportunity We define our primary addressable market as the total potential spend on our systems and software for U.S. warehouses in the general merchandise, ambient grocery, ambient food distribution, consumer packaged food, and apparel verticals over the next 15 to 25 years.
Pursuant to the Walmart MAA, we must provide Walmart notice in certain circumstances, including if we explore transactions other than the Business Combination that would reasonably be expected to result in a change of control or sale of 25% or more of the voting power of Symbotic.
Pursuant to the A&R MAA, we must provide Walmart notice in certain circumstances, including if we explore transactions, that would reasonably be expected to result in a change of control or sale of 25% or more of the voting power of Symbotic.
The turnover rate for transportation, warehousing, and utilities employees was 23% higher than the turnover rate for all nonfarm employees in 2023, according to the U.S. Bureau of Labor Statistics. • Omni-Channel Strategies —As online shopping has become more popular with consumers, brick-and-mortar retailers must support multiple distribution channels.
The turnover rate for transportation, warehousing, and utilities employees was 20% higher than the turnover rate for all nonfarm employees in the first half of calendar year 2025, according to the U.S. Bureau of Labor Statistics. • Omni-Channel Strategies —As online shopping has become more popular with consumers, brick-and-mortar retailers must support multiple distribution channels.
During de-palletization, we scan each case to create a digital model, including, among other things, its size, 14 Table of Contents stability, and density.
During de-palletization, we scan each case to create a digital model including, among other things, its size, stability, and density.
The cases then enter the scan tunnel. • Floor-Loaded Inbound : When un-palletized goods reach a warehouse, such as in traditional international shipping containers where goods are loaded from floor to ceiling without the use of pallets for quick unloading, they are placed into our automated system and the individual cases enter the scan tunnel just like palletized goods. 7 Table of Contents • Scan Tunnel : On the way to the storage structure, each case proceeds through a short scan tunnel where our system uses vision technology and sensors to “digitize” the dimensions and attributes of each inbound case.
The cases then enter the scan tunnel. • Floor-Loaded Inbound : When un-palletized goods reach a distribution center, such as in traditional international shipping containers where goods are loaded from floor to ceiling without the use of pallets for quick unloading, are also placed into our system and the individual cases enter the scan tunnel just like palletized goods. • Scan Tunnel: On the way to the storage structure, each case proceeds through a short scan tunnel where our systems use vision technology and sensors to “digitize” the dimensions and attributes of each inbound case.
The supply chain aligns this mismatch by “singulating” (i.e., dividing into a common unit) production quantities into quantities desired by consumers. This means pallets are separated into cases and then cases are separated into individual items (also known as “eaches”). The second mismatch relates to the timing of when goods are produced versus needed.
The supply chain aligns this mismatch by “singulating” (i.e., dividing into a common unit) production quantities into quantities desired by consumers. This means pallets are separated into cases and then cases are separated into eaches. The second mismatch relates to the timing of when goods are produced versus needed.
Unpatented research, development, know-how, and engineering skills make an important contribution to our business and core technology, but we pursue patent protection when we believe it is possible and consistent with our overall strategy for safeguarding our intellectual property. As of September 28, 2024, we had over 475 issued patents in 14 countries and over 225 additional patents pending worldwide.
Unpatented research, development, know-how, and engineering skills make an important contribution to our business and core technology, but we pursue patent protection when we believe it is possible and consistent with our overall strategy for safeguarding our intellectual property. As of September 27, 2025, we had over 650 issued patents in 17 countries and over 410 additional patents pending worldwide.
These three mismatches relate to the quantity, timing, and location of goods. They exist because a small number of producers concentrate resources to serve many consumers in the pursuit of economies of scale. The first mismatch relates to the quantity of goods. A relatively small number of producers generate a greater quantity of goods than any single consumer desires.
They exist because a small number of producers concentrate resources to serve many consumers in the pursuit of economies of scale. The first mismatch relates to the quantity of goods. A relatively small number of producers generate a greater quantity of goods than any single consumer desires.
Outside of insolvency, or specific change in control provisions, most of our backlog can only be terminated if we do not deliver the System with its defined performance standards, which we believe to be unlikely.
Outside of insolvency, or specific change in control provisions, most of our backlog can only be terminated if we do not deliver the systems with its defined performance standards.
Our research and development activities currently include programs in the following areas: • Expand the capabilities and improve our technology : We aim to continuously advance our hardware and software development to offer better solutions to our customers that benefit their needs.
Our research and development activities generate a continuous cycle of meaningful innovations and currently include programs in the following areas: • Expand our capabilities and improve our technology : We aim to continuously advance our hardware and software development to offer better solutions to our customers that benefit their needs.
Like fully autonomous cars operating in a smart city, our robots operate independently but act collectively to transport, sequence, and move cases through a 6 Table of Contents warehouse. Our algorithms consider robot proximity, travel distance and other factors to solve for optimal overall performance while dynamically adjusting as anomalies arise.
Like autonomous cars operating in a smart city, our robots operate independently but act collectively to transport, sequence, and move cases and totes through the storage structure. Our algorithms consider robot proximity, travel distance and other factors to solve for optimal overall performance while dynamically adjusting as anomalies arise.
For each system, Walmart pays us: • the cost of implementation, including the cost of material and labor, plus a specified net profit amount, subject in certain cases to a capped cost amount; • for software maintenance and support for a minimum of 15 years following preliminary acceptance of the system and with annual renewals thereafter; and • for spare parts.
For each micro-fulfilment system, Walmart will pay us: (a) the cost of implementation, including the cost of material and labor, plus a specified net profit amount, subject in certain cases to a capped cost amount; (b) for software maintenance and support for a minimum of 15 years following preliminary acceptance of the system and with annual renewals thereafter; and (c) for spare parts and other miscellaneous expenses.
Since the flow of goods through our system is highly dynamic and the related parameters are constantly changing, the engine reoptimizes every task that needs to be completed multiple times per second. The re-optimization is based on the supply of goods, the location of those goods, and the storage shelves available within the storage structure.
Since the flow of goods through our systems is highly dynamic and the related parameters are constantly changing, our software responds to these changes by reoptimizing every task that needs to be completed multiple times per second. The re-optimization is based on the supply of goods, the location of those goods, and the storage shelves available within the storage structure.
As we progress, we intend to accelerate our sales cycle as we begin to expand our marketing efforts and transition from a small number of very large transactions to more widespread adoption of our system. Manufacturing and Suppliers We operate a repair/service facility center with engineering support in Wilmington, Massachusetts, and a facility with additional engineering support in Montreal, Quebec.
As we progress, we intend to accelerate our sales cycle as we begin to expand our marketing efforts and transition from a small number of very large transactions to more widespread adoption of our systems. Manufacturing and Suppliers We operate a repair/service facility center with engineering support in Wilmington, Massachusetts. The repair operation ensures customer uptime.
In addition, the software enables our autonomous robots to independently place and retrieve various sizes of goods with different package material, make corrections to account for product movement, and efficiently navigate through our system to complete the system’s objectives in the shortest amount of time and at the lowest cost.
Our software enables our Bots to independently place and retrieve various sizes of goods with different package material, make corrections to account for product movement, and efficiently navigate through our systems in the shortest amount of time and at the lowest cost.
Un-palletized goods generally come stacked randomly in a truck trailer or shipping container. Our system can uniquely handle homogeneous and heterogeneous palletized and un-palletized goods. Regardless of type of good, our system generally functions as follows: • Palletized Inbound : When pallets reach a warehouse, the pallets are placed into our automated system.
Un-palletized goods generally come stacked randomly in a truck trailer or shipping container. In distribution centers, our solution can uniquely handle homogeneous and heterogeneous palletized and un-palletized goods. When pallets reach the distribution center, our solution generally functions as follows: • Palletized-Inbound : When pallets reach a distribution center, the pallets are placed into our system.
On May 20, 2022, we again amended and restated the Walmart MAA to further expand our commercial relationship with Walmart and the scope of the Walmart MAA to the implementation of additional systems across all of Walmart’s 42 regional distribution centers. The amendment and restated Walmart MAA added approximately an additional $6.1 billion to our backlog.
In May 2022, we again amended and restated the Walmart MAA (“A&R MAA”) to further expand our commercial relationship with Walmart and the scope of the Walmart MAA to the implementation of additional systems across all of Walmart’s 42 regional distribution centers. The A&R MAA added approximately an additional $6.1 billion to our backlog at that time.
We then multiply the resulting number of warehouses by our estimate for the percent of those warehouses that are addressable and by our estimate for the average price of our system and associated recurring revenue outside the U.S. After the fiscal year completed, we also began our first expansion into Latin America.
We then multiply the resulting number of warehouses by our estimate for the percent of those warehouses that are addressable and by our estimate for the average price of our system and associated recurring revenue outside the U.S. over the next 15 years. We also began our first expansion into Mexico in fiscal year 2025.
Item 1. Business Company Overview Our vision is to make the supply chain work better for everyone. We do this by developing, commercializing, and deploying innovative, comprehensive technology solutions that dramatically improve supply chain operations.
Item 1. Business Company Overview Our vision is to make the supply chain work better for everyone. We do this by developing, commercializing, and deploying innovative and comprehensive technology solutions that dramatically improve supply chain operations. We automate the processing of pallets, cases and items (known as eaches) in warehouses.
This requires either a greater number of specialized supply chain processes or greater flexibility of existing processes. Existing warehouse automation systems are largely engineered to solve single challenges in the supply chain.
This requires either a greater number of specialized supply chain processes or greater flexibility of legacy processes. 4 Table of Contents Legacy alternative warehouse automation systems have been largely engineered to solve single challenges in the supply chain.
We have the intention and technological capability to expand into the non-food consumer packaged goods, auto parts, and third-party logistics verticals.
We have the intention and technological capability to expand into the non-food consumer packaged goods, auto parts and third-party logistics verticals. As we build our refrigerated and frozen capabilities, we intend to expand into these verticals.
Goods are needed at the point of consumption rather than the point of production. Thus, movement of goods is a critical function of the supply chain. Types of Warehouses Modern warehouses are a node in the supply chain where singulating, buffering, and movement activities align these mismatches. Two common types of warehouses are distribution centers and e-commerce fulfillment centers.
Goods are needed at the point of consumption rather than the point of production. Thus, movement of goods is a critical function of the supply chain. 3 Table of Contents Nodes in the Supply Chain Modern warehouses are a node in the supply chain where singulating, buffering, and movement activities align these mismatches.
Specifically, we benefit from the following competitive advantages: 8 Table of Contents Experienced, Founder-Led Leadership Team We are a founder-led company. Our Chairman, Chief Executive Officer, and significant shareholder, Richard B. Cohen, started Symbotic in 2006 to develop advanced technologies to make the supply chain work better for everyone. This vision was inspired by Mr.
Specifically, we benefit from the following competitive advantages: Experienced, Founder-Led Leadership Team We are a founder-led company. Our chairman, chief executive officer, and significant shareholder, Richard B. Cohen, founded Symbotic in 2006 to develop advanced technologies that make the supply chain work better for everyone—a vision shaped by his decades of experience building C&S Wholesale Grocers.
The GreenBox joint venture was established to serve the needs of outsourced case handling. Generally known as third-party logistics, our focus is on the warehouse-as-a-service (WaaS) market (“WaaS Market”). The WaaS Market has witnessed significant growth in recent years, driven by the increasing demand for flexible and scalable warehousing solutions.
Generally known as third-party logistics, our focus is on the warehouse-as-a-service (“WaaS”) market. The WaaS market has witnessed significant growth in recent years, driven by the increasing demand for flexible and scalable warehousing solutions.
This allows our A.I.-enabled software to optimize storage, retrieval, and palletizing for distribution to stores based upon an individual case’s characteristics. • A.I.-Powered Palletizing Robotic Cells : Using proprietary A.I.-enabled software, state-of-the-art vision enhanced palletizing robotic arms and our patented end of arm tools we combine multiple SKUs into aisle-ready pallets that significantly reduce in-store labor costs for our brick-and-mortar customers while maximizing pallet capacity and throughput.
This allows our A.I.-powered software to optimize storage, retrieval, and palletizing for distribution to stores based upon an individual case’s characteristics. • A.I.-Powered Palletizing Robotic Cells : Our systems in the distribution center use proprietary A.I.-powered software, state-of-the-art vision enhanced palletizing robotic arms and our patented end of arm tools to combine multiple SKUs into aisle-ready pallets.
Specifically, we intend to continue innovating our robust A.I.-enabled robots alongside our proprietary software to continue to help our customers optimize operational efficiency. • Expand system offerings : As our existing customers’ needs shift and expand, we will innovate, evolve and be flexible.
Specifically, we intend to continue innovating our robust A.I.-powered robots alongside our proprietary software to continue to help our customers optimize operational efficiency. For example, we recently announced our next-generation storage and performance-improving power technology for our SymBot™® mobile robots. • Expand system offerings : As our existing customers’ needs shift and expand, we will innovate, evolve and be flexible.
In addition, because each robot can travel anywhere in a two-dimensional plane and moves like a car that can make radius turns, our robots are comparatively fast, traveling up to 25 miles-per-hour (mph).
In addition, because each robot can travel anywhere in a two-dimensional plane and moves like a car that can make radius turns, our robots are comparatively fast. Our Bots that handle cases and totes can travel at speeds that exceed 20 miles-per-hour.
These factors contribute to high maintenance costs and damage, resulting in limited total cost savings. 4 Table of Contents Retail and Supply Chain Trends Several trends within the retail industry supply chain have exacerbated the costs and inflexibility of this supply chain: • Labor Scarcity and Cost —As the labor force matures and becomes more highly educated, warehouse labor is becoming increasingly scarce and expensive.
Retail and Supply Chain Trends Several trends within the retail industry supply chain have exacerbated the costs and inflexibility of this supply chain: • Labor Scarcity and Cost —As the labor force matures and becomes more highly educated, warehouse labor is becoming increasingly scarce and expensive.
Specifically, the rainbow pallet can consist of products for a specific store aisle, which can be delivered directly from a truck to the end of an aisle so that store employees can unpack the cases from the pallet, replenish shelves quickly, and reduce store labor costs. • Palletizing : Our system uses A.I.-enabled software that allows us to palletize cases using two robotic arms on opposite sides of a pallet.
Specifically, the rainbow pallet can consist of products for a specific store aisle, which can be delivered directly from a truck to the end of an aisle so that store employees can unpack the cases and totes from the pallet, replenish shelves quickly and reduce store labor costs.
Unlike some of our competitors, we do not handle goods with grippers, which can crush them, or suction cups, which can drop goods. We also do not transfer goods to standardized trays, eliminating additional handling of goods.
Underpicking reduces case damage and rejection rates, thereby decreasing waste and cost. Unlike some of our competitors, we do not handle goods with grippers, which can crush them, or suction cups, which can drop goods. We also do not transfer goods to standardized trays, eliminating additional handling of goods and reducing empty storage space.
In addition, our hardware and software are engineered for rapid serviceability utilizing field replaceable components wherever possible. • Scalable Modularity : Our architecture is highly modular and scalable, allowing us to install our system in existing warehouse facilities while achieving full performance benefits.
In addition, our hardware and software are engineered for rapid serviceability utilizing field replaceable components wherever possible. • Scalable Modularity : Our architecture is highly modular and scalable, allowing us to install our systems in existing warehouses rather than requiring capital to build new warehouse space.
Our Growth Strategy The key elements of our strategy for growth include the following: • Further penetrate customers’ operations : Our customers are large companies, many of which have thousands of stores and hundreds of warehouses and distribution centers.
Our Growth Strategy The key elements of our strategy for growth include the following: • Further penetrate customers’ operations : Our customers are large companies, many of which have thousands of stores and hundreds of warehouses. Under our customer contracts, we are converting a portion of these customers’ warehouses in the United States to our systems.
At any time, either party may terminate the Walmart MAA in the event of insolvency of the other party or a material breach of the other party that has not been cured. Walmart may also terminate the Walmart MAA at any time if we fail to meet certain performance standards or undergo certain change of control transactions.
Walmart may also terminate the A&R MAA at any time if we fail to meet certain performance standards or undergo certain change of control transactions.
We also collect and analyze real-time data on various parts of our system to evaluate health, predict maintenance needs, and as a result maintain a high level of system performance. • A.I.-Powered De-Palletizing Robotic Cells : Our proprietary de-palletizing robotic end of arm tools, coupled with our A.I. and state-of-the-art vision enhanced robotic arms de-palletize up to 1,800 cases and 200 SKU layers per hour.
We also collect and analyze real-time data on various parts of our systems to evaluate health and predict maintenance needs. • A.I.-Powered De-Palletizing Robotic Cells : Our systems in the distribution center use our proprietary de-palletizing robotic end of arm tools, coupled with our A.I. and state-of-the-art vision enhanced robotic arms to de- 8 Table of Contents palletize cases of multiple SKUs.
Our system manages every aspect of warehouse logistics, from the time merchandise is off-loaded from a producer’s truck or container until that merchandise is ready to be delivered to a store, pick-up location, or individual.
Our systems manage every aspect of warehouse logistics, from the time merchandise is off-loaded from a producer’s truck or container until that merchandise is ready to be delivered to a store, pick-up location, or individual. They are so space-efficient that they can be installed in phases in operating warehouses with minimal impact to operations.
The system is comprised of inbound de-palletizing cells utilizing robotic arms, a storage structure, autonomous mobile robots that handle product, outbound palletizing cells using robotic arms, and software that coordinates and optimizes the movements of all the hardware.
Our fully-integrated solution in the distribution center is comprised of inbound de-palletizing cells utilizing robotic arms, scan tunnels, lifts, a storage structure, autonomous mobile robots that handle cases, eaches and totes, outbound palletizing cells using robotic arms, multiple types of vision systems and software that coordinates and optimizes the movements of all the hardware.
Finally, we are exploring new business models, specifically by adding reverse logistics and WaaS offerings. These future anticipated products are not included in our current support and maintenance arrangements. • Geographic Expansion : We intend to expand beyond the United States and Canada.
These future anticipated products are not included in our current support and maintenance arrangements. 11 Table of Contents • Geographic Expansion : We intend to expand beyond the United States, Canada and Mexico.
Our issued patents are scheduled to expire between May 2025 and October 2043. 15 Table of Contents Employees and Human Capital Resources Our employees are critical to our success. As of September 28, 2024, we had approximately 1,650 full-time employees, including approximately 1,600 based in the United States.
Our issued patents are scheduled to expire between January 2026 and March 2044. Employees and Human Capital Resources Our employees are critical to our success and innovation. As of September 27, 2025, we employed approximately 2,000 full-time employees, including approximately 1,950 based in the United States.
Each facility is staffed with a mix of permanent and temporary employees to manage peak workload and can operate two shifts when needed. We manufacture with third-party contract manufacturers which has allowed us to efficiently scale production capabilities, optimize resources, and foster agility in meeting growing market demand.
We manufacture with third-party contract manufacturers, which has allowed us to efficiently scale production capabilities, optimize resources, and foster agility in meeting growing market demand.
To estimate our market opportunity in Europe and Canada we assume the number of warehouses in each country relative to the number of warehouses in the U.S. is proportionate to their relative GDPs.
This implies a total addressable market of $433 billion over the next 15 years. To estimate our market opportunity in Germany, Italy, United Kingdom, France and Canada, we assume the number of warehouses in each country relative to the number of warehouses in the U.S. is proportionate to their relative GDPs.
We also plan to expand to Europe, and further expand within Canada, so we define our total addressable market as our total U.S. market opportunity of $321 billion plus our market opportunity in Canada and Europe, which we estimate to be an additional $111 billion. This implies a total addressable market of $432 billion.
We also plan to expand internationally, so we define our total addressable market as our total U.S. market opportunity of $322 billion plus our market opportunity in Canada, Germany, Italy, United Kingdom and France, which we estimate to be an additional $111 billion over the next 15 years.
Backbone of Commerce Our expertise has been established at the front end of the supply chain because our system “handshakes” directly with producers and manufacturers who are the first node in the supply chain. Our system is the backbone of commerce because our optimized case handling capability benefits all nodes downstream in the supply chain.
Backbone of Commerce Our expertise has been established at the front end of the supply chain because our systems at distribution centers have direct coordination with producers and manufacturers who are the first node in the supply chain.
While we believe that we comply with all applicable worker safety regulations in the U.S. as governed by OSHA and our global sites meet all local regulations for worker safety, we cannot ensure that our compliance program will prevent the violation of one or more laws or regulations, or that a violation by us or an employee will not result in the imposition of a monetary fine.
While we believe that we comply with all applicable worker safety regulations in the U.S. as governed by OSHA and our global sites meet all local regulations for worker safety, we cannot ensure that our compliance program will prevent the violation of one or more laws or regulations, or that a violation by us or an employee will not result in the imposition of a monetary fine. 16 Table of Contents Data Privacy Because we handle, collect, store, receive, transmit and otherwise process certain personal information of users and employees, we are also subject to federal, state and foreign laws related to the privacy and protection of such data, including the California Consumer Privacy Act and the General Data Protection Regulation of the European Union.
By managing goods at the case and tote level, rather than at the pallet level, our system removes unused space from the warehouse, stores merchandise more densely, and increases the speed of product throughput. 9 Table of Contents • No Compromise Retrofit : The modularity of our system allows us to install our system in existing warehouses while achieving full performance benefits.
Superior System Return on Investment Based on quantifiable metrics, our systems provide our customers with rapid recovery of investment costs and a compelling return on investment. • Superior Product Throughput : The optimized and randomized storage of our architecture, and the speed and agility of our Bots, minimize Bot movement, which increases throughput. • High Density System & Storage : By managing goods at the case and tote level, rather than at the pallet level, our systems remove unused space from the warehouse and stores merchandise more densely. • No Compromise Retrofit : The modularity of our systems allows us to install our systems in existing warehouses while achieving full performance benefits.
Our employee benefit programs are comprehensive and competitive, and we continuously evaluate them to ensure that they are competitive and effective. 16 Table of Contents Government Regulations Compliance with various governmental regulations has an impact on our business, including our capital expenditures, earnings and competitive position, which can be material.
Government Regulations Compliance with various governmental regulations has an impact on our business, including our capital expenditures, earnings and competitive position, which can be material.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIf our remediation of the material weaknesses is not effective, or we identify additional material weaknesses or other adverse findings in the future, our ability to report our financial condition or results of operations accurately or timely or prevent fraud may be adversely affected, which may result in a loss of investor confidence in our financial reports, significant expenses to remediate any internal control deficiencies, and ultimately have an adverse effect on the trading price of our common stock. • Risk related to intellectual property, including that: • We may need to bring, or defend ourselves against, IP infringement or misappropriation claims, which may adversely affect our business, financial condition and results of operations by limiting our ability to use certain IP and causing us to incur substantial costs. • Our business, financial condition and results of operations may be adversely affected and the value of our brand, System and other intangible assets may be diminished if we are unable to maintain and protect our IP (including maintaining the confidentiality and control of our proprietary source code and other trade secrets) from unauthorized use, infringement or misappropriation by third parties. • Risks related to cybersecurity, software deficiencies, service interruptions and data privacy, including that: • We have experienced cybersecurity incidents in the past and may experience further cybersecurity incidents or security breaches of our IT or OT in the future, which may result in system disruptions, shutdowns, unauthorized access to or disclosure of confidential or personal information. • Our ability to efficiently manage and expand our business depends significantly on the reliability, capacity and protection of our IT.
Biggest changeRisk related to intellectual property, including that: • We may need to bring, or defend ourselves against, IP infringement or misappropriation claims, which may adversely affect our business, financial condition and results of operations by limiting our ability to use certain IP and causing us to incur substantial costs. • Our business, financial condition and results of operations may be adversely affected and the value of our brand, systems and other intangible assets may be diminished if we are unable to maintain and protect our IP (including maintaining the confidentiality and control of our proprietary source code) from unauthorized use, infringement or misappropriation by third parties.
We may receive inquiries from IP owners inquiring whether we have infringed upon, misappropriated or violated their IP, or otherwise not complied with the terms and conditions such rights may be subject to (including open source software licenses). Companies owning IP, including those relating to supply chain automation, may allege infringement, misappropriation or violation of such rights.
We may receive inquiries from IP owners inquiring whether we have infringed upon, misappropriated or violated their IP rights, or otherwise not complied with the terms and conditions such rights may be subject to (including open-source software licenses). Companies owning IP, including those relating to supply chain automation, may allege infringement, misappropriation or violation of such rights.
Litigation may be necessary in the future to enforce our IP and to protect our trade secrets. Litigation brought to protect and enforce our IP could be costly, time-consuming, and distracting to management, and could result in the impairment or loss of portions of our IP.
Litigation may be necessary in the future to enforce our IP and protect our trade secrets. Litigation brought to protect and enforce our IP could be costly, time-consuming, and distracting to management, and could result in the impairment or loss of portions of our IP.
Shares of our common stock reserved for future issuance under the Incentive Compensation Plan and the ESPP are eligible for sale in the public market, subject to provisions relating to various vesting agreements, lock-up agreements and, in some cases, limitations on volume and manner of sale applicable to affiliates under Rule 144, as applicable.
Shares of our common stock reserved for future issuance under our Incentive Compensation Plan and our ESPP are eligible for sale in the public market, subject to provisions relating to various vesting agreements, lock-up agreements and, in some cases, limitations on volume and manner of sale applicable to affiliates under Rule 144, as applicable.
If our remediation of the material weaknesses is not effective, or we identify additional material weaknesses or other adverse findings in the future, our ability to report our financial condition or results of operations accurately or timely or prevent fraud may be adversely affected, which may result in a loss of investor confidence in our financial reports, significant expenses to remediate any internal control deficiencies, and ultimately have an adverse effect on the trading price of our common stock.
If our remediation of the material weakness is not effective, or we identify additional material weaknesses or other adverse findings in the future, our ability to report our financial condition or results of operations accurately or timely or prevent fraud may be adversely affected, which may result in a loss of investor confidence in our financial reports, significant expenses to remediate any internal control deficiencies, and ultimately have an adverse effect on the trading price of our common stock.
In addition, our software contains third-party open source components, which may expose us to greater security risks than the use of non-open source third-party commercial software. We have experienced cyber threats and incidents in the past, although none have been material or had a material adverse effect on our business or financial condition.
In addition, our software contains third-party open-source components, which may expose us to greater security risks than the use of non-open-source third-party commercial software. We have experienced cyber threats and incidents in the past, although none has been material or had a material adverse effect on our business or financial condition.
Our IT and OT could be compromised by malware (including ransomware), cyber-attacks or, as a result of, error or system failure. Hardware and software that we procure or rely upon from third parties may also contain defects or vulnerabilities in manufacture or design that could expose our System to a risk of compromise.
Our IT and OT could be compromised by malware (including ransomware), cyber-attacks or, as a result of, error or system failure. Hardware and software that we procure or rely upon from third parties may also contain defects or vulnerabilities in manufacture or design that could expose our systems to a risk of compromise.
However, there can be no assurance that we will have access to further capital if we need on favorable terms when required, or at all. If we cannot raise additional funds when we need them, our financial condition, business, prospects and results of operations could be materially adversely affected.
However, there can be no assurance that we will have access to further capital if we need it on favorable terms when required, or at all. If we cannot raise additional funds when we need them, our financial condition, business, prospects and results of operations could be materially adversely affected.
The measures we take to maintain and protect our IP from infringement, misappropriation or violation by others or the unauthorized disclosure of our trade secrets may not be effective for various reasons, including the following: • any patent applications we submit or currently have pending may not result in the issuance of patents; • the scope of our issued patents, including our patent claims, may not be broad enough to protect our proprietary rights; • our issued patents may be challenged, invalidated or held unenforceable through administrative or legal proceedings in the U.S. or in foreign jurisdictions; • our employees or business partners may breach their confidentiality, non-disclosure and non-use obligations to us and we may not have adequate remedies for any such breach; • competitors or third parties may reverse engineer, circumvent or design around our technology or IP or independently discover or develop technologies that are substantially equivalent or superior to ours; • we may not be successful in enforcing our IP portfolio against third parties who are infringing, violating or misappropriating such IP, for a number of reasons, including substantive and procedural legal impediments; • our trademarks may not be valid or enforceable; 30 Table of Contents • our efforts to protect our trademarks from unauthorized use may be deemed insufficient to satisfy legal requirements throughout the world to maintain our rights in our trademarks; • any goodwill that we have developed in our trademarks could be lost or impaired; • the costs associated with enforcing patents, confidentiality and invention assignment agreements or other IP and IP-related agreements may make enforcement commercially impracticable or divert our management’s attention and resources; and • our use of open-source software could: (i) subject us to claims alleging that we are not compliant with such software licenses; (ii) require us to publicly release portions of our proprietary source code; and (iii) expose us to greater security risks than would the use of non-open-source third-party commercial software.
The measures we take to maintain and protect our IP from infringement, misappropriation or violation by others or the unauthorized disclosure of our trade secrets may not be effective for various reasons, including the following: • any patent applications we submit or currently have pending may not result in the issuance of patents; • the scope of our issued patents, including our patent claims, may not be broad enough to protect our proprietary rights; • our issued patents may be challenged, invalidated or held unenforceable through administrative or legal proceedings in the U.S. or in foreign jurisdictions; • our employees or business partners may breach their confidentiality, non-disclosure and non-use obligations to us and we may not have adequate remedies for any such breach; • competitors or third parties may reverse engineer, circumvent or design around our technology or IP or independently discover or develop technologies that are substantially equivalent or superior to ours; • we may not be successful in enforcing our IP portfolio against third parties who are infringing, violating or misappropriating such IP for a number of reasons, including substantive and procedural legal impediments; • our trademarks may not be valid or enforceable; • our efforts to protect our trademarks from unauthorized use may be deemed insufficient to satisfy legal requirements throughout the world to maintain our rights in our trademarks; • any goodwill that we have developed in our trademarks could be lost or impaired; • the costs associated with filing patent applications, enforcing patents, confidentiality and invention assignment agreements or other IP and IP-related agreements may make enforcement commercially impracticable or divert our management’s attention and resources; and • our use of open-source software could: (i) subject us to claims alleging that we are not compliant with such software licenses; (ii) require us to publicly release portions of our proprietary source code; and (iii) expose us to greater security risks than would the use of non-open-source third-party commercial software.
Therefore, as we continue to expand our international footprint, our IP may not be as strong and expansive, or as easily enforced (or even exist), outside of the U.S. Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon, misappropriating, or otherwise violating our IP.
Therefore, as we continue to expand our international footprint, our IP may not be as strong and expansive, or as easily enforced (or even exist), outside of the U.S. Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon, misappropriating, or otherwise violating our IP rights.
We may be exposed to fluctuations of the U.S. dollar against certain other currencies, including the Mexican Peso, because we publish our financial statements in U.S. dollars, while some of our assets, liabilities, revenues and costs are or will be denominated in other currencies.
We may be exposed to fluctuations of the U.S. dollar against certain other currencies, including the Euro and Mexican Peso, because we publish our financial statements in U.S. dollars, while some of our assets, liabilities, revenues and costs are or will be denominated in other currencies.
Moreover, mergers, acquisitions, dispositions and other strategic transactions involve various risks including, but not limited to: • integrating or disposing of a business; • introducing new or improved supply chain automation solutions; • unanticipated changes in customer, supplier and other third-party relationships, • diversion of management’s attention from day-to-day operations, • failure to realize the anticipated benefits of such transactions, such as cost savings and revenue enhancements, • substantial transaction costs, and • potential impairment resulting from the overpayment for an acquisition.
Moreover, mergers, acquisitions, dispositions and other strategic transactions involve various risks including, but not limited to: • integrating or disposing of a business; • introducing new or improved supply chain automation solutions; • unanticipated changes in customer, supplier and other third-party relationships, • diversion of management’s attention from day-to-day operations, • failure to realize the anticipated benefits of such transactions, such as cost savings and revenue enhancements, • substantial transaction costs, and • potential impairment resulting from the overpayment for an acquisition or adverse changes in business performance.
Errors in our software or hardware that supports our System, generally, could cause system failures, loss of data or other adverse effects for our customers who may assert warranty and other claims for substantial damages against us.
Errors in our software or hardware that supports our systems, generally, could cause system failures, loss of data or other adverse effects for our customers who may assert warranty and other claims for substantial damages against us.
The materials we purchase and use in the ordinary course of business are sourced from a wide variety of suppliers around the world, including Germany, Italy, Sweden, Mexico, the United States and China.
The materials we purchase and use in the ordinary course of business are sourced from a wide variety of suppliers around the world including Germany, Italy, Sweden, Mexico, the United States, Canada and China.
Any actual or perceived breach of our network security, or those of our vendors or service providers, could result in claims, litigation and proceedings against us by governmental entities, customers, individuals or others, negative effects on our business and future prospects, including possible fines, penalties and damages, reduced demand for our System, software and services and harm to our reputation and brand, which could negatively impact our business, financial condition and results of operations.
Any actual or perceived breach of our network security, or those of our vendors or service providers, could result in claims, litigation and proceedings against us by governmental entities, customers, individuals or others, negative effects on our business and future prospects, including possible fines, penalties and damages, reduced demand for our systems, software and services and harm to our reputation and brand, which could negatively impact our business, financial condition and results of operations.
To be successful, we must be able to quickly adapt to changes in technology, industry standards and business needs of our customers by continually enhancing our technology, services and solutions.
To be successful, we must be able to quickly adapt to changes in technology, industry standards and the business needs of our customers by continually enhancing our technology, services and solutions.
Although we monitor our use of open-source software to avoid subjecting our System to unintended conditions, the terms of many open-source licenses have not been interpreted by U.S. or foreign courts, and there is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on our ability to provide or distribute our System.
Although we monitor our use of open-source software to avoid subjecting our systems to unintended conditions, the terms of many open-source licenses have not been interpreted by U.S. or foreign courts, and there is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on our ability to provide or distribute our systems.
You may not be able to resell your shares at an attractive price due to a number of factors such as those listed in “Risks Related to Symbotic—Risks Related to Our Business, Operations and Industry” and the following: • our operating and financial performance and prospects; • our quarterly or annual earnings or those of other companies in our industry compared to market expectations; • conditions that impact demand for our System; • future announcements concerning our business, our customers’ businesses or our competitors’ businesses; • the public’s reaction to our press releases, other public announcements and filings with the SEC; 35 Table of Contents • the size of our public float; • coverage by or changes in financial estimates by securities analysts or failure to meet their expectations; • market and industry perception of our success, or lack thereof, in pursuing our growth strategy; • strategic actions by us or our competitors, such as acquisitions or restructurings; • changes in laws or regulations which adversely affect our industry or us; • changes in accounting standards, policies, guidance, interpretations or principles; • changes in senior management or key personnel; • issuances, exchanges or sales, or expected issuances, exchanges or sales of our capital stock; • changes in our dividend policy; • adverse resolution of new or pending litigation against us; and • changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural disasters, terrorist attacks, acts of war and responses to such events.
You may not be able to resell your shares at an attractive price due to a number of factors such as those listed in “Risks Related to Symbotic—Risks Related to Our Business, Operations and Industry” and the following: • our operating and financial performance and prospects; • our quarterly or annual earnings or those of other companies in our industry compared to market expectations; • conditions that impact demand for our systems; • future announcements concerning our business, our customers’ businesses or our competitors’ businesses; • the public’s reaction to our press releases, other public announcements and filings with the SEC; • the size of our public float; • coverage by or changes in financial estimates by securities analysts or failure to meet their expectations; • market and industry perception of our success, or lack thereof, in pursuing our growth strategy; • strategic actions by us or our competitors, such as acquisitions or restructurings; • changes in laws or regulations which adversely affect our industry or us; • changes in accounting standards, policies, guidance, interpretations or principles; • changes in senior management or key personnel; • issuances, exchanges or sales, or expected issuances, exchanges or sales of our capital stock; • changes in our dividend policy; • adverse resolution of new or pending litigation against us; and • changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural disasters, epidemics, terrorist attacks, acts of war and responses to such events.
Any such defects or incorrect implementation or use could make our System, software and services unsafe, create a risk of property damage and personal injury, and subject us to the hazards and uncertainties of product liability claims and related litigation. In addition, from time to time, we may experience outages, service slowdowns or errors that affect our System and software.
Any such defects or incorrect implementation or use could make our systems, services and software unsafe, create a risk of property damage and personal injury, and subject us to the hazards and uncertainties of product liability claims and related litigation. In addition, from time to time, we may experience outages, service slowdowns or errors that affect our systems and software.
Moreover, no assurance can be given that these agreements will be enforceable or will be effective in controlling access to, distribution, use, misuse, misappropriation, reverse engineering or disclosure of our proprietary information, know-how and trade secrets. Further, these agreements may not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our System.
Moreover, no assurance can be given that these agreements will be enforceable or will be effective in controlling access to, distribution, use, misuse, misappropriation, reverse engineering or disclosure of our proprietary information, know-how and trade secrets. Further, these agreements may not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our systems.
Among other things, our Charter and/or Bylaws includes the following provisions: • prohibition on stockholder action by written consent, which means that our stockholders will only be able to act at a meeting of stockholders and will not be able to act by written consent; • forum selection clause, which means certain litigation against us can only be brought in Delaware; • authorization of undesignated preferred stock, the terms of which may be established and shares issued without further action by our stockholders; and • advance notice procedures, which apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.
Among other things, our Charter and/or Bylaws include the following provisions: • prohibition on stockholder action by written consent, which means that our stockholders will only be able to act at a meeting of stockholders and will not be able to act by written consent; • forum selection, which means certain litigation against us can only be brought in Delaware; • authorization of undesignated preferred stock, the terms of which may be established and shares issued without further action by our stockholders; and • advance notice procedures, which apply to stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.
Careless or malicious actors could cause a customer’s supply chain processes, including our System, to be disrupted or could cause equipment to operate in an improper manner that could result in harm to people or property. While we continue to improve the security attributes of our System, software and services, we can reduce risk but not eliminate it.
Careless or malicious actors could cause a customer’s supply chain processes, including our systems, to be disrupted or could cause equipment to operate in an improper manner that could result in harm to people or property. While we continue to improve the security attributes of our systems, services and software, we can reduce risk but not eliminate it.
To a significant extent, the security of our customers’ IT depends on how they are designed, installed, protected, configured, updated and monitored, and much of this is typically outside our control. In addition, the software supply chain introduces security vulnerabilities into many products, including products that may be used by our System.
To a significant extent, the security of our customers’ IT depends on how they are designed, installed, protected, configured, updated and monitored, and much of this is typically outside our control. In addition, the software supply chain introduces security vulnerabilities into many products, including products that may be used by our systems.
If these services become unavailable due to extended outages or interruptions or because they are no longer available on commercially reasonable terms, our expenses could increase, our ability to manage finances could be interrupted and our processes for managing sales of our System and supporting our customers could be impaired until equivalent services, if available, are identified, obtained and implemented.
If these services become unavailable due to extended outages or interruptions or because they are no longer available on commercially reasonable terms, our expenses could increase, our ability to manage finances could be interrupted and our processes for managing sales of our systems and supporting our customers could be impaired until equivalent services, if available, are identified, obtained and implemented.
If one of our suppliers terminates their relationship with us, or experiences a supply chain disruption, we could experience delays in our ability to deliver our System to our customers. In addition, while most raw materials and components for our System are available from multiple suppliers, certain of those items are only available from limited sources.
If one of our suppliers terminates their relationship with us, or experiences a supply chain disruption, we could experience delays in our ability to deliver our systems to our customers. In addition, while most raw materials and components for our systems are available from multiple suppliers, certain of those items are only available from limited sources.
Our inability to protect our proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of our management’s attention and resources, could delay further sales or the implementation of our System, impair the functionality of our System, delay introductions of new solutions, result in our substituting inferior or more costly technologies into our System, and injure our reputation.
Our inability to protect our proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of our management’s attention and resources, could delay further sales or the implementation of our systems, impair the functionality of our systems, delay introductions of new solutions, result in our substituting inferior or more costly technologies into our systems, and injure our reputation.
Moreover, we cannot assure you that our processes for controlling our use of open-source software in our System will be effective. If we are held to have breached or failed to fully comply with all the terms and conditions of an open-source software license, we could face infringement or other liability.
Moreover, we cannot assure you that our processes for controlling our use of open-source software in our systems will be effective. If we are held to have breached or failed to fully comply with all the terms and conditions of an open-source software license, we could face infringement or other liability.
We provide ongoing Software Maintenance and Support and Operation Services under our contracts with C&S through September 2029. Despite our affiliation with C&S Wholesale Grocers, there is no guarantee that it will continue to be a customer beyond the term of its current contracts with us in September 2029.
We provide ongoing Software Maintenance and Support and Operation Services under our contracts with C&S through October 2029. Despite our affiliation with C&S Wholesale Grocers, there is no guarantee that it will continue to be a customer beyond the term of its current contracts with us in October 2029.
Our failure to hold a given license or certificate, whether by expiration, nonrenewal, modification or termination, may impair our ability to perform our obligations under our customer contracts. Such licenses or certificates may require us to operate in ways that incur substantial compliance costs, particularly as we seek to scale our System.
Our failure to hold a given license or certificate, whether by expiration, nonrenewal, modification or termination, may impair our ability to perform our obligations under our customer contracts. Such licenses or certificates may require us to operate in ways that incur substantial compliance costs, particularly as we seek to scale our systems.
There also may be pending patent applications of which we are not aware that may result in issued patents, which could be alleged to be infringed by our current or future technologies or offerings. Furthermore, legal standards relating to the validity, enforceability and scope of protection of IP rights are uncertain.
There also may be pending patent applications of which we are not aware that may result in issued patents, which could be alleged to be infringed by our current or future technologies or solutions. Furthermore, legal standards relating to the validity, enforceability and scope of protection of IP rights are uncertain.
Many companies, including large retail and e-commerce companies, companies that offer point solutions or other comprehensive or specific supply chain functionalities and other companies that focus on automated technologies, may target the markets in which we do business. Additionally, our customers and potential customers may develop in-house solutions that compete with our System.
Many companies, including large retail and e-commerce companies, companies that offer point solutions or other comprehensive or specific supply chain functionalities and other companies that focus on automated technologies, may target the markets in which we do business. Additionally, our customers and potential customers may develop in-house solutions that compete with our systems.
These disruptions could cause a delay in our manufacturing and construction of our System and thus a delay in our implementation schedules for our customers. We also maintain several single-source supplier relationships because the relationship is advantageous due to performance, quality, support, delivery, capacity or price considerations.
These disruptions could cause a delay in our manufacturing and construction of our systems and thus a delay in our implementation schedules for our customers. We also maintain several single-source supplier relationships because the relationship is advantageous due to performance, quality, support, delivery, capacity or price considerations.
Many companies, including large retail and e-commerce companies, companies that offer point solutions or other comprehensive or specific supply chain functionalities and other companies that focus on automated technologies, may target the markets in which we do business. Additionally, our customers and potential customers may develop in-house solutions that compete with our System.
Many companies, including large retail and e-commerce companies, companies that offer point solutions or other comprehensive or specific supply chain functionalities and other companies that focus on automated technologies, may target the markets in which we do business. Additionally, our customers and potential customers may develop in-house solutions that compete with our systems.
Similarly, if any of our competitors implement new technologies before we are able to implement ours, those competitors may be able to provide more effective products, possibly at lower prices. If we are unable to provide a System that customers want at a competitive price, then our customers may become dissatisfied and use competitors’ services.
Similarly, if any of our competitors implement new technologies before we are able to implement ours, those competitors may be able to provide more effective products, possibly at lower prices. If we are unable to provide systems that customers want at a competitive price, then our customers may become dissatisfied and use competitors’ services.
Natural disasters including tornados, hurricanes, floods and earthquakes may damage the facilities of our customers, which could lead to reduced revenue for our customers and thus reduced sales for us. For example, during 2024, Hurricane Helene affected our ability to timely complete a customer installation at one of our sites.
Natural disasters including tornados, hurricanes, floods and earthquakes may damage the facilities of our customers, which could lead to reduced revenue for our customers and thus reduced sales for us. For example, during our fiscal year 2024, Hurricane Helene affected our ability to timely complete a customer installation at one of our sites.
Our future business and financial success will depend on our ability to continue to anticipate the needs of our current and potential customers and to enhance and improve our System, software and services, introduce new robotic technology and automation solutions in a timely manner, sell into new markets and further penetrate our existing markets.
Our future business and financial success will depend on our ability to continue to anticipate the needs of our current and potential customers and to enhance and improve our systems, services and software, introduce new robotic technology and automation solutions in a timely manner, sell into new markets and further penetrate our existing markets.
We may not be able to develop effective strategies to raise awareness among potential customers of the benefits of A.I. enabled robotics and automation and our System may not address the specific needs or provide the level of functionality required by potential customers to encourage the continuation of the shift towards supply chain automation.
We may not be able to develop effective strategies to raise awareness among potential customers of the benefits of A.I. enabled robotics and automation and our systems may not address the specific needs or provide the level of functionality required by potential customers to encourage the continuation of the shift towards supply chain automation.
Foreign Corrupt Practices Act of 1977, as amended, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act and the USA PATRIOT Act, and are or will be subject to other anti-bribery and anti-money laundering laws in countries in which we conduct or will conduct activities.
Foreign Corrupt Practices Act of 1977, as amended, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act and the USA PATRIOT Act, and are or will be subject to other anti-bribery and anti-money laundering laws in countries in which we conduct or will conduct activities such as Mexico.
Further, if a high-profile security breach occurs with respect to another provider of supply chain automation solutions, our customers may lose trust in the security of our System or in the supply chain automation industry generally, which could adversely impact our ability to retain existing customers or attract new ones.
Further, if a high-profile security breach occurs with respect to another provider of supply chain automation solutions, our customers may lose trust in the security of our systems or in the supply chain automation industry generally, which could adversely impact our ability to retain existing customers or attract new ones.
These broad market and industry factors may materially reduce the market price of our common stock, regardless of our operating performance. In addition, price volatility may be greater if the public float and trading volume of our common stock is low. As a result, you may suffer a loss on your investment.
These broad market and industry factors may materially reduce the market price of our common stock, regardless of our operating performance. In addition, price volatility may be greater because our public float and the trading volume of our common stock is low. As a result, you may suffer a loss on your investment.
For example, we intend to limit the number of New Symbotic Holdings unitholders, and the New Symbotic Holdings LLC Agreement provides for limitations on the ability of New Symbotic Holdings equityholders to transfer their New Symbotic Holdings Common Units and provides us with the right to cause the imposition of limitations and restrictions (in addition to those already in place) on the ability of New Symbotic Holdings equityholders to Exchange their New Symbotic Holdings Common Units to the extent we believe it is necessary to ensure that New Symbotic Holdings will continue to be treated as a partnership for U.S. federal income tax purposes.
For example, we intend to limit the number of New Symbotic Holdings unitholders, and the New Symbotic Holdings LLC Agreement provides for limitations on the ability of New Symbotic Holdings equityholders to transfer their New Symbotic Holdings Common Units and provides us with the right to cause the imposition of limitations and restrictions (in addition to those already in place) on the ability of New Symbotic Holdings equityholders to Exchange their New Symbotic Holdings 42 Table of Contents Common Units to the extent we believe it is necessary to ensure that New Symbotic Holdings will continue to be treated as a partnership for U.S. federal income tax purposes.
If actual results differ from our estimates, or we adjust our estimates in future periods, our operating results and financial position could be materially affected. We depend heavily on our larger customers, and therefore, our success is heavily dependent on their ability to grow their businesses and their adoption of our System.
If actual results differ from our estimates, or we adjust our estimates in future periods, our operating results and financial position could be materially affected. We depend heavily on our larger customers, and therefore, our success is heavily dependent on their ability to grow their businesses and their adoption of our systems.
Developing new software, services and products and upgrades to our existing System, software and services as well as integrating and coordinating our current System, software and services imposes burdens on our internal teams, including management, compliance, and product development. These processes are costly, and our efforts to develop, integrate and enhance our System, software and services may not be successful.
Developing new software, services and products and upgrades to our existing systems, services and software as well as integrating and coordinating our current systems, services and software imposes burdens on our internal teams, including management, compliance, and product development. These processes are costly, and our efforts to develop, integrate and enhance our systems, services and software may not be successful.
Even in the absence of any security breach, customer concerns about security, privacy or data protection may deter them from using our System, software and services, which could negatively impact our reputation and otherwise adversely affect our business, financial condition and results of operations.
Even in the absence of any security breach, customer concerns about security, privacy or data protection may deter them from using our systems, software and services, which could negatively impact our reputation and otherwise adversely affect our business, financial condition and results of operations.
The Up-C structure allows the Warehouse Technologies LLC unitholders to retain their equity ownership in New Symbotic Holdings, an entity that is classified as a partnership for U.S. federal income tax purposes, in the form of common units of New Symbotic Holdings (“New Symbotic Holdings Common Units”).
The Up-C structure allows the Warehouse Technologies LLC unitholders to retain their equity ownership in New Symbotic Holdings, an entity that is classified as a partnership for U.S. federal income tax purposes, in the form of New Symbotic Holdings Common Units.
Risks Related to Our Organizational Structure The dual class structure of our common stock has the effect of concentrating voting control with our founder, certain family members of our founder and certain affiliated entities and trusts of our founder and his family members; this will limit or preclude your ability to influence our corporate matters.
Risks Related to Our Organizational Structure The multi class structure of our common stock has the effect of concentrating voting control with our founder, certain family members of our founder and certain affiliated entities and trusts of our founder and his family members; this will limit or preclude your ability to influence our corporate matters.
We believe the depth and quality of the experience of our management team with the retail supply chain, distribution logistics, automation and robotics technology is key to our ability to be successful. The loss of these individuals could materially and adversely affect our business and financial condition.
We believe the depth and quality of the experience of our management team with the retail supply chain, distribution logistics, automation and robotics technology are key to our ability to be successful. The loss of these individuals could materially and adversely affect our business and financial condition.
The ability of New Symbotic Holdings, its subsidiaries and other entities in which it directly or indirectly holds an equity interest to make such distributions will be subject to, among other things, (i) the applicable provisions of Delaware law (or other applicable jurisdictions) that may limit the amount of funds available for distribution and (ii) restrictions contained in any credit agreement to which New Symbotic Holdings, its subsidiaries and other entities in which it directly or indirectly holds an equity interest are bound.
The ability of New Symbotic Holdings, its subsidiaries and other entities in which it directly or indirectly holds an equity interest to make such distributions will be subject to, among other things, (i) the applicable provisions of Delaware law (or other applicable jurisdictions) that may limit the amount of funds 40 Table of Contents available for distribution and (ii) restrictions contained in any credit agreement to which New Symbotic Holdings, its subsidiaries and other entities in which it directly or indirectly holds an equity interest are bound.
We have been the subject of governmental and regulatory investigations and inquiries with respect to the operation of our businesses and we could be subject to future governmental and regulatory investigations and inquiries, legal proceedings and enforcement actions. Any such investigation, inquiry, proceeding or action could adversely affect our business.
We have been, and may be in the future, the subject of governmental and regulatory investigations and inquiries, legal proceedings and enforcement actions with respect to the operation of our businesses. Any such investigation, inquiry, proceeding or action could adversely affect our business.
New U.S. laws and policy relating to taxes may have an adverse effect on our business and future profitability. 44 Table of Contents Further, new income, sales, use or other tax laws, statutes, rules, regulations or ordinances, in the United States or in other foreign jurisdictions, could be enacted at any time, which could adversely affect our business, financial, condition or results of operations.
New U.S. laws and policy relating to taxes may have an adverse effect on our business and future profitability. Further, new income, sales, use or other tax laws, statutes, rules, regulations or ordinances, in the United States or in other foreign jurisdictions, could be enacted at any time, which could adversely affect our business, financial, condition or results of operations.
In addition, revenue from these larger customers may fluctuate from time to time based on these customers’ business needs and customer experience, the timing of which may be affected by market conditions or other factors outside of our control.
In addition, revenue from these larger customers may fluctuate from time to time based on their business needs and customer experience, the timing of which may be affected by market conditions or other factors outside of our control.
See “Business — Legal Proceedings.” Litigation to defend us against claims by third parties, or to enforce any rights that we may have against third parties, may be necessary, which could result in substantial costs and diversion of our resources.
Legal Proceedings.” Litigation to defend us against claims by third parties, or to enforce any rights that we may have against third parties, may be necessary, which could result in substantial costs and diversion of our resources.
As 22 Table of Contents with any company with limited resources, there can be no guarantee that we will be able to attract such individuals or that the presence of such individuals will necessarily translate into profitability for us.
As with any company with limited resources, there can be no guarantee that we will be able to attract such individuals or that the 26 Table of Contents presence of such individuals will necessarily translate into profitability for us.
We rely on a number of suppliers for raw materials and components for our System and have entered into supply agreements with such suppliers. A number of these supply agreements provide the supplier with a termination right for any reason or no reason.
We rely on a number of suppliers for raw materials and components for our systems and have entered into supply agreements with such suppliers. A number of these supply agreements provide the supplier with a termination right for any reason or no reason.
As a result, our System may not perform as anticipated and may not meet customer expectations. There can be no assurance that we will be able to detect and fix all issues and defects in our System, software and services.
As a result, our systems may not perform as anticipated and may not meet customer expectations. There can be no assurance that we will be able to detect and fix all issues and defects in our systems, services and software.
If third parties successfully oppose or challenge our IP or successfully claim that we infringe, misappropriate or otherwise violate their IP, we may be subject to liability, required to enter into costly license agreements, or required to rebrand or restrict our System.
If third parties successfully oppose or challenge our IP or successfully claim that we infringe, misappropriate or otherwise violate their IP, we may be subject to liability, required to enter into costly license agreements, or required to rebrand or restrict our systems.
There may be issued patents of which we are not aware, held by third parties that, if found to be valid and enforceable, could be alleged to be infringed by our current or future technologies or offerings.
There may be issued patents of which we are not aware held by third parties that, if found to be valid and enforceable, could be alleged to be infringed by our current or future technologies or solutions.
Our business operations and our System may be susceptible to outages due to fire, floods, unusual weather conditions, power loss, telecommunications failures, health pandemics or epidemics, terrorist attacks and other events beyond our control.
Our business operations and our systems may be susceptible to outages due to fire, floods, unusual weather conditions, power loss, telecommunications failures, health pandemics or epidemics, terrorist attacks and other events beyond our control.
Our System is complex and, like all complicated solutions that depend on software and hardware, may contain undetected defects or errors. We are continuing to evolve the features and functionality of our System through updates and enhancements, and as we do so, we may introduce additional defects or errors that may not be detected until after deployment by our customers.
Our systems are complex and, like all complicated solutions that depend on software and hardware, may contain undetected defects or errors. We are continuing to evolve the features and functionality of our systems through updates and enhancements, and as we do so, we may introduce additional defects or errors that may not be detected until after deployment by our customers.
In the future, one or more of our third-party software or hardware providers may choose not to support the operation of their software, software services and infrastructure with our System, or our System may not support the capabilities needed to operate with such software, software services and infrastructure.
In the future, one or more of our third-party software or hardware providers may choose not to support the operation of their software, software services and infrastructure with our systems, or our systems may not support the capabilities needed to operate with such software, software services and infrastructure.
If we are unable to develop new solutions, adapt to technological change, sell our software, services and System into new markets or further penetrate our existing markets, our revenue may not grow as expected.
If we are unable to develop new solutions, adapt to technological change, sell our systems, services and software into new markets or further penetrate our existing markets, our revenue may not grow as expected.
Additional tariffs imposed by the U.S., or further retaliatory trade measures taken by other countries, could increase the cost of our System that we may not be able to offset.
Additional tariffs imposed by the U.S., or further retaliatory trade measures taken by other countries, could increase the cost of our systems that we may not be able to offset.
Defects and errors may be revealed over time (and may not even be known until after our System has been deployed to our customers) and our control over the performance of third-party services and systems may be limited. We may be unable to develop the necessary technology or meet the technological requirements and production timing to support our business plan.
Defects and errors may be revealed over time (and may not even be known until after our systems have been deployed to our customers) and our control over the performance of third-party services and systems may be limited. We may be unable to develop the necessary technology or meet the technological requirements and production timing to support our business plan.
Failure to do so could result in widespread technical and performance issues in our System and services and could lead to claims against us. We maintain general liability insurance; however, claims related to design and manufacturing defects may subject us to judgments or settlements that result in damages materially in excess of the limits of our insurance coverage.
Failure to do so could result in widespread technical and performance issues in our systems, services and software and could lead to claims against us. We maintain general liability insurance; however, claims related to design and manufacturing defects may subject us to judgments or settlements that result in damages materially in excess of the limits of our insurance coverage.
Also, we expect that the occurrence of infringement claims is likely to grow as the market for our System grows. Accordingly, our exposure to damages resulting from infringement claims could increase, and this could further exhaust our financial and management resources. In order to protect our IP, we may be required to spend significant resources to monitor our IP.
Also, we expect that the occurrence of infringement claims is likely to grow as the market for our systems grow. Accordingly, our exposure to damages resulting from infringement claims could increase, and this could further exhaust our financial and management resources. In order to protect our IP, we may be required to spend significant resources to monitor our IP.
Additionally, we collect and otherwise process other data relating to individuals, including business partners, prospects, employees, vendors and contractors. Although we take steps to protect the security of our customers’ personal 33 Table of Contents information and other personal information within our control, we may face actual or perceived breaches of security, security incidents or other misuses of this information.
Additionally, we collect and otherwise process other data relating to individuals, including business partners, prospects, employees, vendors and contractors. Although we take steps to protect the security of our customers’ personal information and other personal information within our control, we may face actual or perceived breaches of security, security incidents or other misuses of this information.
As a result, the multi-class structure of our common stock may cause stockholder advisory firms to publish negative commentary about our corporate governance practices, recommend that stockholders vote against certain company annual stockholder meeting proposals or otherwise seek to cause us to change our capital structure.
As a result, the multi-class structure of our common stock may cause stockholder advisory firms to publish negative commentary about our corporate governance practices, recommend that stockholders vote against certain company annual stockholder meeting proposals or otherwise seek 39 Table of Contents to cause us to change our capital structure.
We are subject to laws and regulations relating to the robotics and supply chain automation industries in the jurisdictions in which we conduct our business or in some circumstances, of those jurisdictions in which we offer our System.
We are subject to laws and regulations relating to the robotics and supply chain automation industries in the jurisdictions in which we conduct our business or in some circumstances, of those jurisdictions in which we offer our systems.
Any defects or errors in our System generally, or the perception of such defects or errors, could result in a loss of customers and delayed or lost revenue and could damage our reputation and lead to liability or litigation.
Any defects or errors in our systems generally, or the perception of such defects or errors, could result in a loss of customers and delayed or lost revenue and could damage our reputation and lead to liability or litigation.
Our reliance on suppliers involves certain risks, including: • a worker strike, which could impact the unloading, loading and movement of cargo at ports used by our carriers, which could lead to delays in shipments and arrival schedules; • poor quality or an insecure supply chain, which could adversely affect the reliability and reputation of our System; • cost increases due to inflation, exchange rate fluctuations, taxes, tariffs or commodity market volatility or other factors that affect our suppliers; • embargoes, sanctions and other trade restrictions that may affect our ability to purchase from various suppliers; • intellectual property challenges to ownership of rights or alleged infringement by suppliers; and • shortages and untimely availability of components, commodities or other materials, including semiconductors and integrated circuits, which could adversely affect our manufacturing efficiencies, construction schedules and ability to make timely delivery of our Systems and services.
Our reliance on suppliers involves certain risks, including: • a worker strike, which could impact the unloading, loading and movement of cargo at ports used by our carriers, which could lead to delays in shipments and arrival schedules; • poor quality or an insecure supply chain, which could adversely affect the reliability and reputation of our systems; 24 Table of Contents • cost increases due to inflation, exchange rate fluctuations, taxes, tariffs or commodity market volatility or other factors that affect our suppliers; • embargoes, sanctions and other trade restrictions that may affect our ability to purchase from various suppliers; • IP challenges to ownership of rights or alleged infringement by suppliers; and • shortages and untimely availability of components, commodities or other materials, including semiconductors and integrated circuits, which could adversely affect our manufacturing efficiencies, construction schedules and ability to make timely delivery of our systems and services.
These results may have an impact on our business, financial condition, or results of operations. 36 Table of Contents We do not intend to pay dividends on our common stock for the foreseeable future. We currently intend to retain all available funds and any future earnings to fund the development and growth of our business.
These results may have an impact on our business, financial condition, or results of operations. We do not intend to pay dividends on our common stock for the foreseeable future. We currently intend to retain all available funds and any future earnings to fund the development and growth of our business.
Because our customers use our System for important aspects of their business, any actual or perceived errors, defects, bugs, or other performance problems in our System could damage our customers’ businesses.
Because our customers use our systems for important aspects of their business, any actual or perceived errors, defects, bugs, or other performance problems in our systems could damage our customers’ businesses.
Any of these uncertainties could adversely affect our profitability and ability to compete. 23 Table of Contents If there are disruptions in our supply chain, the materials we rely on in our business may not be timely available, at reasonable rates, or at all.
Any of these uncertainties could adversely affect our profitability and ability to compete. If there are disruptions in our supply chain, the materials we rely on in our business may not be timely available at reasonable rates, or at all.
Our warehousing facilities are subject to various compliance requirements, including those of OSHA and other workplace safety agencies, and compliance costs could increase as we scale our System. Our warehousing facilities are subject to numerous federal and state laws and regulations, including those of OSHA, a regulatory agency of the United States Department of Labor.
Our facilities are subject to various compliance requirements, including those of OSHA and other workplace safety agencies, and compliance costs could increase as we scale our systems. Our facilities are subject to numerous federal and state laws and regulations, including those of OSHA, a regulatory agency of the United States Department of Labor.
In addition, if we fail to maintain the adequacy of our internal control over financial reporting, we will not be able to conclude on an ongoing basis that we have effective internal 28 Table of Contents control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002.
In addition, if we fail to maintain the adequacy of our internal control over financial reporting, we will not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002.
Furthermore, our future obligation to make payments under the TRA could 42 Table of Contents make us a less attractive target for an acquisition, particularly in the case of an acquirer that cannot use some or all of the tax benefits that may be deemed realized under the TRA.
Furthermore, our future obligation to make payments under the TRA could make us a less attractive target for an acquisition, particularly in the case of an acquirer that cannot use some or all of the tax benefits that may be deemed realized under the TRA.
If we, or the third parties we rely on to operate our business and deliver our services fail to comply, or are perceived as failing to comply, with our legal or contractual obligations relating to privacy, data security, or data protection, or our policies and documentation relating to personal information, we could face: governmental enforcement action; litigation with our customers, individuals or others; fines and civil or criminal penalties for us or our executives; obligations to cease offering our System or to substantially modify it in ways that make it less effective in certain jurisdictions; negative publicity and harm to our brand and reputation; and reduced overall demand for our System.
If we, or the third parties we rely on to operate our business and deliver our services fail to comply, or are perceived as failing to comply, with our legal or contractual obligations relating to 34 Table of Contents privacy, data security, or data protection, or our policies and documentation relating to personal information, we could face: governmental enforcement action; litigation with our customers, individuals or others; fines and civil or criminal penalties for us or our executives; obligations to cease offering our systems or to substantially modify it in ways that make it less effective in certain jurisdictions; negative publicity and harm to our brand and reputation; and reduced overall demand for our systems.
Our System, software and services are used by our customers in supply chain applications that may be subject to information theft, tampering, vulnerabilities or sabotage.
Our systems, services and software are used by our customers in supply chain applications that may be subject to information theft, tampering, vulnerabilities or sabotage.
Our business, financial condition and results of operations may be adversely affected and the value of our brand, System and other intangible assets may be diminished if we are unable to maintain and protect our IP (including maintaining the confidentiality and control of our proprietary source code and other trade secrets) from unauthorized use, infringement or misappropriation by third parties.
Our business, financial condition and results of operations may be adversely affected and the value of our brand, systems and other intangible assets may be diminished if we are unable to maintain and protect our IP (including maintaining the confidentiality and control of our proprietary source code) from unauthorized use, infringement or misappropriation by third parties.
In addition, we 25 Table of Contents may be exposed to recalls, product replacements or modifications, write-offs of inventory, property, plant and equipment or intangible assets, and significant warranty and other expenses such as litigation costs and regulatory fines.
In addition, we may be exposed to recalls, product replacements or modifications, write-offs of inventory, property, plant and equipment or intangible assets, and significant warranty and other expenses such as litigation costs and regulatory fines.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur Vice President (“VP”) of Security and Controls, who has over 16 years of experience in information technology and security and who holds Certified Information Systems Security Professional and IT Infrastructure Library certifications, has primary responsibility for overseeing our management of cybersecurity risks.
Biggest changeOur Chief Information Officer (“CIO”), who has over 25 years of experience in information technology and security and held pivotal leadership roles in Security at several Fortune 100 companies, has primary responsibility for overseeing our management of cybersecurity risks.
In the event of a cybersecurity incident, the Cybersecurity Disclosure Committee meets to assess the incident for materiality and required disclosure. While we have experienced cybersecurity incidents in the past, as of the date hereof, none have materially affected us or our business strategy, financial condition, results of operations, and/or cash flows.
In the event of a cybersecurity incident, the Cybersecurity Disclosure Committee meets to assess the incident for materiality and required disclosure. While we have experienced a cybersecurity incident in the past, as of the date hereof, none have materially affected us or our business strategy, financial condition, results of operations, and/or cash flows.
This information is collected, categorized, 45 Table of Contents and assessed to identify, prioritize, and manage significant cybersecurity risks. As a result, our process is continually evaluated and evolves as the threat landscape changes. We have also incorporated security practices into employee trainings. We have a process for employees to formally acknowledge their review and understanding of security obligations.
This information is collected, categorized, and assessed to identify, prioritize, and manage significant cybersecurity risks. As a result, our process is continually evaluated and evolves as the threat landscape changes. We have also incorporated security practices into employee trainings. We have a process for employees to formally acknowledge their review and understanding of security obligations.
These quarterly updates address a range of cybersecurity-related topics, such as recent developments related to the threat landscape, security controls, vulnerability assessments, third-party reviews, technological trends, and information security considerations arising with respect to our peers and third parties.
These quarterly updates address a range of cybersecurity-related topics, such 44 Table of Contents as recent developments related to the threat landscape, security controls, vulnerability assessments, third-party reviews, technological trends, and information security considerations arising with respect to our peers and third parties.
In addition, we have a cybersecurity disclosure committee (“Cybersecurity Disclosure Committee”) which receives updates on an as needed basis from our security organization regarding cybersecurity incidents. The Cybersecurity Disclosure Committee includes our VP of Security and Controls and senior representatives from finance, controllership, internal audit, investor relations, and legal teams.
In addition, we have a cybersecurity disclosure committee (“Cybersecurity Disclosure Committee”) which receives updates on an as needed basis from our security organization regarding cybersecurity incidents. The Cybersecurity Disclosure Committee includes our CIO and senior representatives from finance, controllership, internal audit, investor relations, and legal teams.
Reporting to the Chief Technology Officer (“CTO”), our VP of Security and Controls meets regularly with the CTO, and works cross-functionally with other department leaders, including legal, business, policy, and technical functions, as appropriate, to exchange information related to cybersecurity. Our VP of Security and Controls provides quarterly updates to our Audit Committee on our cybersecurity status, risks, and strategies.
Reporting to the Chief Technology Officer (“CTO”), our CIO meets regularly with the CTO, and works cross-functionally with other department leaders, including legal, business, policy, and technical functions, as appropriate, to exchange information related to cybersecurity. Our CIO provides quarterly updates to our Audit Committee on our cybersecurity status, risks, and strategies.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeLocation ~Size (sq. ft.) Lease Expiration Purpose Wilmington, MA (Main) 66,000 May 2025 Headquarters, R&D & Admin Wilmington, MA 185,000 December 2030 Innovation Center & Testing Montreal, QC 48,000 June 2026 Canadian Headquarters, R&D & Testing Waltham, MA 15,000 March 2025 R&D & Testing
Biggest changeLocation ~Size (sq. ft.) Lease Expiration Purpose Wilmington, MA (Main) 66,000 December 2030 Headquarters, R&D & Admin Wilmington, MA (Integrated Test Center) 188,000 December 2030 R&D & Testing Andover, MA 100,000 July 2027 Admin & Warehouse Milpitas, CA 21,000 June 2026 R&D & Admin
We believe that our leased space is adequate for our current needs and, should we need additional space, we believe we will be able to obtain additional space on commercially reasonable terms.
Item 2. Properties As of September 27, 2025, our material leased facilities are summarized below. We believe that our leased space is adequate for our current needs and, should we need additional space, we believe we will be able to obtain additional space on commercially reasonable terms.
Removed
Item 2. Properties Our corporate headquarters is in an approximately 66,000 square foot facility that we lease in Wilmington, Massachusetts. The lease expires in May 2025, and subsequent to our fiscal year end we opted to extend the lease to December 2030. As of September 28, 2024, our leased facilities are summarized below.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeSymbotic Inc. et al., Case No. 24-cv-12090 was filed in the United States District Court for the District of Massachusetts by an alleged holder of our common stock.
Biggest changeAn adverse outcome in one or more proceedings could adversely affect our business.” 45 Table of Contents Securities Class Actions On August 14, 2024, a putative class action captioned Fox v. Symbotic Inc. et al., Case No. 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.
Item 3. Legal Proceedings We are subject from time to time to various claims, lawsuits and other legal and administrative proceedings (including those described below). 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.
Item 3. Legal Proceedings We are subject from time to time to various claims, lawsuits and other legal and administrative proceedings (including those described below). 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 other relief.
The actions also contend that the defendants wasted corporate assets by exposing us to the securities class action lawsuit filed on August 14, 2024. The actions seek compensatory damages, changes to corporate governance and internal procedures, restitution, costs and attorneys’ fees, and other unspecified relief.
The actions also contend that the defendants wasted corporate assets by exposing the Company to the securities class action lawsuit filed on August 14, 2024. The actions seek compensatory damages, changes to corporate governance and internal procedures, restitution, costs and attorneys’ fees, and other unspecified relief.
Shareholder Derivative Actions On October 2, 2024, two putative shareholder derivative actions captioned Austen v. Cohen et al., 24-cv-12522 and Kukreja v. Cohen et al., 24-cv-12523 were filed in the United States District Court for the District of Massachusetts by our alleged shareholders.
Shareholder Derivative Actions On October 2, 2024, two putative shareholder derivative actions captioned Austen v. Cohen et al., 24-cv-12522 and Kukreja v. Cohen et al., 24-cv-12523 were filed in the United States District Court for the District of Massachusetts by the Company’s alleged shareholders.
The actions assert claims on behalf of us against certain senior officers and members of our board of directors for, among others, breach of fiduciary duty, unjust enrichment, and violations of federal securities laws based primarily on allegations that the defendants caused or allowed us to disseminate misleading and inaccurate information to shareholders in connection with our expected earnings for the third quarter of fiscal year 2024.
The actions assert claims on behalf of the Company against certain senior officers and members of its board of directors for, among others, breach of fiduciary duty, unjust enrichment, and violations of federal securities laws based primarily on allegations that the defendants caused or allowed the Company to disseminate misleading and inaccurate information to shareholders in connection with the Company’s expected earnings for the third quarter of fiscal year 2024.
Mine Safety Disclosures Not applicable. PART II 47 Table of Contents
Mine Safety Disclosures Not applicable. 46 Table of Contents PART II
The complaint asserts claims for violations of federal securities laws against us and three of our officers on the grounds that we made false and/or misleading statements related to our revenue recognition and the effectiveness of our disclosure controls and procedures.
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 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 our stock between February 8, 2024 and November 26, 2024. We intend to vigorously defend these cases.
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 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). We intend to vigorously defend these cases.
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. We intend to vigorously defend these cases.
As of December 3, 2024, the court has not yet ruled on the pending lead plaintiff motions. On December 3, 2024, a putative class action captioned Decker v. Symbotic Inc. et al., Case No. 24-cv-12976 was filed in the United States District Court for the District of Massachusetts by an alleged purchaser of our common stock.
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. Symbotic Inc. et al., Case No. 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.
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 our stock between May 6, 2024 and July 29, 2024.
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 complaint asserts claims for violations of federal securities laws against us and two of our officers on the grounds that, among other things, we made false and/or misleading statements related to its expected earnings for the third quarter of fiscal year 2024.
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.
Removed
An adverse outcome in one or more proceedings could adversely affect our business.” SEC Request for Information We have been responding to requests for information from the SEC relating to an investigation by the SEC of alleged violations by us of Rule 21F-17, which prohibits actions to impede an individual from communicating directly with the SEC staff about a possible securities law violation.
Added
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. 24-cv-12196.
Removed
We intend to continue to defend this matter vigorously and cannot predict the outcome of this investigation. 46 Table of Contents Securities Class Actions On August 14, 2024, a putative class action captioned Fox v.
Added
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. We intend to vigorously defend these cases.
Removed
On September 11, 2024, the court entered a stipulation staying our 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.
Removed
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.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

4 edited+0 added−0 removed4 unchanged
Biggest changeRecent Sales of Unregistered Securities None, other than as set forth in our Current Report on Form 8-K filed on July 24, 2023. 48 Table of Contents Securities Authorized for Issuance Under Equity Compensation Plans The information required by Item 5 of Form 10-K regarding equity compensation plans is incorporated herein by reference to Item 12 of Part III of this Annual Report.
Biggest changeSecurities Authorized for Issuance Under Equity Compensation Plans The information required by Item 5 of Form 10-K regarding equity compensation plans is incorporated herein by reference to Item 12 of Part III of this Annual Report. Item 6. [Reserved]
Issuer Purchases of Equity Securities There were no purchases of equity securities by the issuer or affiliated purchasers, as defined in Rule 10b-18(a)(3) the Securities Exchange Act of 1934, during the quarter ended September 28, 2024.
Issuer Purchases of Equity Securities There were no purchases of equity securities by the issuer or affiliated purchasers, as defined in Rule 10b-18(a)(3) the Securities Exchange Act of 1934, during the quarter ended September 27, 2025.
Holders of our Common Stock As of December 2, 2024, there were approximately 14 holders of record of our Class A Common Stock, approximately 39 holders of our Class V-1 Common Stock and approximately 15 holders of record of our Class V-3 Common Stock.
Holders of our Common Stock As of November 21, 2025, there were approximately 15 holders of record of our Class A Common Stock, approximately 28 holders of our Class V-1 Common Stock and approximately 18 holders of record of our Class V-3 Common Stock.
Performance Graph The following graph shows a 43-month comparison of cumulative total returns for our Class A common stock, the Standard & Poor’s (“S&P”) 500 Index, and the S&P 500 Information Technology Index.
Performance Graph The following graph shows a 55-month comparison of cumulative total returns for our Class A common stock, the Standard & Poor’s (“S&P”) 500 Index, and the S&P 500 Information Technology Index. 47 Table of Contents Recent Sales of Unregistered Securities None, other than as set forth in our Current Report on Form 8-K filed on July 24, 2023.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

77 edited+32 added−52 removed50 unchanged
Biggest changeThe following table shows net cash and cash equivalents provided by (used in) operating activities, net cash and cash equivalents provided by (used in) investing activities, and net cash and cash equivalents provided by (used in) financing activities during the periods presented: Year Ended September 28, 2024 September 30, 2023 (in thousands) Net cash provided by (used in): Operating activities $ (58,077) $ 230,794 Investing activities $ 156,481 $ (299,464) Financing activities $ 371,036 $ (24,101) Operating Activities Our net cash and cash equivalents provided by (used in) operating activities consists of net loss adjusted for certain non-cash items, including depreciation and amortization, foreign currency gains and losses, marketable securities gains and losses, provision for excess and obsolete inventory, and stock-based compensation, as well as changes in operating assets and 57 Table of Contents liabilities.
Biggest changeThe following table reconciles GAAP net cash provided by, or used in, operating activities to free cash flow during the periods presented (in thousands): Year Ended September 27, 2025 September 28, 2024 September 30, 2023 Net cash provided by (used in) operating activities $ 866,939 $ (58,077) $ 230,794 Purchases of property and equipment and capitalization of internal use software development costs (79,030) (44,374) (21,326) Free cash flow $ 787,909 $ (102,451) $ 209,468 Liquidity and Capital Resources As of September 27, 2025, our principal sources of liquidity were cash received from customers upon the inception and continuation of contracts to install Systems. 58 Table of Contents The following table shows net cash and cash equivalents provided by (used in) operating activities, net cash and cash equivalents provided by (used in) investing activities, and net cash and cash equivalents provided by (used in) financing activities during the periods presented: Year Ended September 27, 2025 September 28, 2024 (in thousands) Net cash provided by (used in): Operating activities $ 866,939 $ (58,077) Investing activities $ (350,742) $ 156,481 Financing activities $ 668 $ 371,036 Operating Activities Our net cash provided by operating activities consists of net loss adjusted for certain non-cash items, including depreciation and amortization, foreign currency gains and losses, loss on disposal of assets, provision for excess and obsolete inventory, and stock-based compensation, as well as changes in operating assets and liabilities.
The primary changes in working capital items, such as the changes in accounts receivable and deferred revenue, result from the difference in timing of payments from our customers related to Deployments and the associated costs incurred by us to fulfill the System performance obligation.
The primary changes in working capital items, such as the changes in accounts receivable and deferred revenue, result from the difference in timing of payments from our customers related to System Deployments and the associated costs incurred by us to fulfill the System performance obligation.
For customer contracts that contain more than one performance obligation, we allocate the total transaction consideration to each performance obligation based on the relative stand-alone selling price of each performance obligation within the contract. To determine stand-alone selling price, we maximize the use of observable standalone sales and observable data, where available.
For customer contracts that contain more than one performance obligation, we allocate the total transaction consideration to each performance obligation based on the relative observable stand-alone selling price of each performance obligation within the contract. To determine stand-alone selling price, we maximize the use of observable standalone sales and observable data, where available.
Tax Receivable Agreement We entered into the TRA with Legacy Warehouse Holders that provides for the payment by the Company to the Legacy Warehouse Holders of 85% of the benefits, if any, that the Company realizes, or is deemed to realize (calculated using certain assumptions), as a result of (i) the existing tax basis in certain assets of New Symbotic Holdings that is allocable to the relevant New Symbotic Holdings Common Units, (ii) any step-up in tax basis in New Symbotic Holdings’ assets resulting from the relevant Exchanges and certain distributions (if any) by New Symbotic Holdings and payments under the Tax Receivable Agreement, and (iii) tax benefits related to imputed interest deemed to be paid by us as a result of payments under 62 Table of Contents the Tax Receivable Agreement.
Tax Receivable Agreement We entered into the TRA with Legacy Warehouse Holders that provides for the payment by the Company to the Legacy Warehouse Holders of 85% of the benefits, if any, that the Company realizes, or is deemed to realize (calculated using certain assumptions), as a result of (i) the existing tax basis in certain assets of New Symbotic Holdings that is allocable to the relevant New Symbotic Holdings Common Units, (ii) any step-up in tax basis in New Symbotic Holdings’ assets resulting from the relevant Exchanges and certain distributions (if any) by New Symbotic Holdings and payments under the Tax Receivable Agreement, and (iii) tax benefits related to imputed interest deemed to be paid by us as a result of payments under the Tax Receivable Agreement.
Our foreseeable cash needs, in addition to our recurring operating expenses, include our expected capital expenditures to support expansion of our infrastructure and workforce, funding to GreenBox which we may be required to make based on contractual commitments to them (as further disclosed within Note 18, Variable Interest Entities ), and minimum contractual obligations.
Our foreseeable cash needs, in addition to our recurring operating expenses, include our expected capital expenditures to support expansion of our infrastructure and workforce, funding to GreenBox which we may be required to make based on contractual commitments to them (as further disclosed within Note 17, Variable Interest Entities ), and minimum contractual obligations.
The Systems have both a hardware component and an essential software component that enables the Systems to be programmed to operate within specific customer environments. We enter into contracts with customers that can include various combinations of services to design and install 49 Table of Contents the Systems. These services are generally distinct and accounted for as separate performance obligations.
The Systems have both a hardware component and an essential software component that enables the Systems to be programmed to operate within specific customer environments. We enter into contracts with customers that can include various combinations of services to design and install the Systems. These services are generally distinct and accounted for as separate performance obligations.
We record liabilities for amounts payable under the TRA in the period in which the payment is deemed to be probable. Payments made under the TRA represent payments that otherwise would have been made to taxing authorities in the absence of attributes obtained by us as a result of exchanges by the Legacy Warehouse Holders.
We record liabilities for amounts payable under the TRA in the period in which the payment is deemed to be probable. 62 Table of Contents Payments made under the TRA represent payments that otherwise would have been made to taxing authorities in the absence of attributes obtained by us as a result of exchanges by the Legacy Warehouse Holders.
Accordingly, stock-based 60 Table of Contents compensation expense associated with performance-based RSUs may differ significantly from the amount recorded in the current period. The assumptions used in calculating the fair value of stock-based compensation awards represents management’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment.
Accordingly, stock-based compensation expense associated with performance-based RSUs may differ significantly from the amount recorded in the current period. The assumptions used in calculating the fair value of stock-based compensation awards represents management’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment.
We determine whether performance obligations are distinct based on whether the customer can benefit from the product or service on its own or together with other resources that are readily available and whether our commitment to provide the services to the customer is separately identifiable from other promises in the contract.
We determine whether performance obligations are distinct based on whether the customer can benefit from the good or service on its own or together with other resources that are readily available and whether our commitment to provide the goods or services to the customer is separately identifiable from other promises in the contract.
It primarily includes investment banker fees, legal fees, professional fees for accountants, transaction fees, advisory fees, due diligence costs, certain other professional fees, and other direct costs associated with strategic activities. These amounts are impacted by the timing of the Business Combination or other strategic acquisition opportunities which we may pursue.
It primarily includes investment banker fees, legal fees, professional fees for accountants, transaction fees, advisory fees, due diligence costs, certain other professional fees, and other direct costs associated with strategic activities. These amounts are impacted by the timing of the strategic acquisition opportunities which we may pursue.
These estimates, assumptions, and judgments are necessary because future events and their effects on our results and the value of our assets cannot be determined with certainty and are made based on our historical experience and on other assumptions that we believe to be reasonable under the circumstances.
These estimates, assumptions, and judgments are necessary because future events and their effects on our results and the value of our assets cannot be determined with certainty and are made based on our historical experience and on other assumptions that we believe to be reasonable under 60 Table of Contents the circumstances.
Selling, General, and Administrative Selling, general, and administrative expenses include all costs that are not directly related to satisfaction of customer contracts or research and development. Selling, general, and administrative expenses include items for our selling and 50 Table of Contents administrative functions, such as sales, finance, legal, human resources, and information technology support.
Selling, General, and Administrative Selling, general, and administrative expenses include all costs that are not directly related to satisfaction of customer contracts or research and development. Selling, general, and administrative expenses include items for our selling and administrative functions, such as sales, finance, legal, human resources, and information technology support.
Off-Balance Sheet Arrangements: As of September 28, 2024, we had no off-balance sheet arrangements as defined in Instruction 8 to Item 303(b) of Regulation S-K. Recently Adopted Accounting Pronouncements See Note 2 to the accompanying consolidated financial statements included elsewhere in this Annual Report on Form 10-K for a description of recently adopted accounting standards.
Off-Balance Sheet Arrangements: As of September 27, 2025, we had no off-balance sheet arrangements as defined in Instruction 8 to Item 303(b) of Regulation S-K. Recently Adopted Accounting Pronouncements See Note 2 to the accompanying consolidated financial statements included elsewhere in this Annual Report on Form 10-K for a description of recently adopted accounting standards.
The majority of Systems revenue occurs during Deployment, and once a System reaches acceptance, software maintenance and support begins. Software Maintenance and Support : “Software Maintenance and Support” is defined as support services that provide our customers with technical support, updates, and upgrades to the software license.
The majority of Systems revenue occurs during Deployment, and once a System is Operational, software maintenance and support begins. Software Maintenance and Support : “Software Maintenance and Support” is defined as support services that provide our customers with technical support, updates, and upgrades to the software license.
The key metrics which describe our System from commencement to completion are as follows: (1) “Start” is defined as when we sign a Statement of Work (“SOW”) with a customer; (2) “Deployment” is defined as the period of time following the signed SOW until the acceptance of the System; and (3) “Operational” is defined as achieving acceptance of a System.
The key metrics which describe our Systems from commencement to completion are as follows: (1) “Start” is defined as when we sign a Statement of Work (“SOW”) with a customer; (2) “Deployment” is defined as the period of time following 49 Table of Contents the signed SOW until the acceptance of the System; and (3) “Operational” is defined as achieving acceptance of a System.
We rely on either observable standalone sales or an expected cost 59 Table of Contents plus a margin approach to determine the standalone selling price of offerings, depending on the nature of the performance obligation.
We rely on either observable standalone sales or an expected cost plus a margin approach to determine the standalone selling price of offerings, depending on the nature of the performance obligation.
Operation Services cost of revenue is expensed as incurred. Research and Development Costs incurred in the research and development of our products are expensed as incurred. Research and development costs include personnel, contracted services, materials, and indirect costs involved in the design and development of new products and services, as well as depreciation expense.
Research and Development Costs incurred in the research and development of our products are expensed as incurred. Research and development costs include personnel, contracted services, materials, and indirect costs involved in the design and development of new products and services, as well as depreciation expense.
The increase in Software Maintenance and Support gross profit is driven by the revenue from the additional Operational Systems which are under Software Maintenance and Support contracts for the year ended September 28, 2024, as compared to the year ended September 30, 2023, while costs to perform our Software Maintenance and Support services remained relatively flat.
The increase in Software Maintenance and Support gross profit is driven by the revenue from the additional Operational Systems which were under Software Maintenance and Support contracts for the year ended September 27, 2025, as compared to the year ended September 28, 2024, while costs to perform our Software Maintenance and Support services remained relatively flat.
Changes in operating assets and liabilities from the prior fiscal year resulted in use of cash for operating assets and liabilities of $(136.6) million, and was mainly due to the timing of cash payments to vendors, cash receipts from customers, and the timing of invoicing to our customers.
Changes in operating assets and liabilities from the prior fiscal year resulted in a use of cash for operating assets and liabilities of $137.4 million, and was mainly due to the timing of cash payments to vendors, cash receipts from customers, and the timing of invoicing to our customers.
We account for forfeitures as they occur, rather than applying an estimated forfeiture rate. The graded-vesting method of expense recognition is applied to all awards with service-only conditions. Certain RSUs involve stock to be issued upon the achievement of certain performance conditions.
We recognize compensation expense over the requisite service period for awards expected to vest. We account for forfeitures as they occur, rather than applying an estimated forfeiture rate. The graded-vesting method of expense recognition is applied to all awards with service-only conditions. Certain RSUs involve stock to be issued upon the achievement of certain performance conditions.
We define Adjusted gross profit, a non-GAAP financial measure, as GAAP gross profit excluding the following items: depreciation, 56 Table of Contents stock-based compensation expense, and restructuring charges. We define Adjusted gross profit margin, a non-GAAP financial measure, as non-GAAP Adjusted gross profit divided by total revenue.
We define Adjusted gross profit, a non-GAAP financial measure, as GAAP gross profit excluding the following items: depreciation, stock-based compensation, and restructuring charges. We define Adjusted gross profit margin, a non-GAAP financial measure, as non-GAAP Adjusted gross profit divided by total revenue.
ASC 740 prescribes a two-step approach for the recognition and measurement of tax benefits associated with the positions taken or expected to be taken in a tax return that affect amounts reported in the financial statements.
Accounting Standards Codification (“ASC”) Topic 740 prescribes a two-step approach for the recognition and measurement of tax benefits associated with the positions taken or expected to be taken in a tax return that affect amounts reported in the financial statements.
This section provides an analysis of our financial results for the year ended September 28, 2024 as compared to the year ended September 30, 2023.
This section provides an analysis of our financial results for the year ended September 27, 2025 as compared to the year ended September 28, 2024.
Operation Services : Operation Services cost of revenue consists primarily of labor cost for our operations team who is providing services to our customers to run their System within their warehouse. Operation Services cost of revenue also includes the cost of spare parts sold to our customers as needed to service their System.
Operation Services : Operation Services cost of revenue consists primarily of labor cost for our operations team who is providing assistance services to our customers. Operation Services cost of revenue also includes the cost of spare parts sold to our customers as needed to service their System. Operation Services cost of revenue is expensed as incurred.
Our operating lease cash requirements have not changed materially since September 30, 2023, and are disclosed within Note 7, Leases , included elsewhere in this Annual Report on Form 10-K.
Our operating lease cash requirements have not changed materially since September 28, 2024, and are disclosed within Note 5, Leases , included elsewhere in this Annual Report on Form 10-K.
Net cash used in operating activities was driven by our net loss of $(84.7) million, which was adjusted for non-cash items of $163.2 million, primarily consisting of $112.2 million stock-based compensation expense, $23.5 million depreciation and amortization, $33.3 million provision for excess and obsolete inventory, offset by $(10.1) million gain on investments.
Net cash used in operating activities was due to our net loss of $84.7 million, which was adjusted for non-cash items of $164.0 million, primarily consisting of $112.2 million stock-based compensation expense, $20.8 million depreciation and amortization, $33.3 million provision for excess and obsolete inventory, offset by $10.1 million gain on investments.
We exclude this from our non-GAAP financial measures to provide a useful comparison of our operating results to prior periods and to our peer companies because such amounts are not representative of our normal operating activities.
We excluded these costs from our non-GAAP financial measures to provide a useful comparison of our operating results between periods and to our peer companies because such amounts are not representative of our normal operating activities.
The following table summarizes our current and long-term material cash requirements as of September 28, 2024 for our vendor commitments: Payments due in: Total Less than 1 Year 1-3 Years 3-5 Years More than 5 Years (in thousands) Vendor commitments $ 1,286,282 $ 1,206,331 $ 79,951 $ — $ — Critical Accounting Policies and Estimates Our management’s discussion and analysis of financial condition and results of operations is based on our consolidated financial statements which have been prepared in accordance with accounting principles generally accepted in the United States of America.
The following table summarizes our current and long-term material cash requirements as of September 27, 2025 for our vendor commitments: Payments due in: Total Less than 1 Year 1-3 Years 3-5 Years More than 5 Years (in thousands) Vendor commitments $ 893,945 $ 790,029 $ 103,433 $ 322 $ 161 Critical Accounting Policies and Estimates Our management’s discussion and analysis of financial condition and results of operations is based on our consolidated financial statements which have been prepared in accordance with accounting principles generally accepted in the United States of America.
This may result in an operating cash flow source or use for the period, depending on the timing of payments received as compared to the fulfillment of the System performance obligation. Net cash used in operating activities was $(58.1) million for the year ended September 28, 2024.
This may result in an operating cash flow source or use for the period, depending on the timing of payments received as compared to the fulfillment of the System performance obligation. Net cash provided by operating activities was $866.9 million for the year ended September 27, 2025.
These non-GAAP financial measures are Adjusted EBITDA, Adjusted gross profit, Adjusted gross profit margin, and Free cash flow, as discussed below.
These non-GAAP financial measures are Adjusted EBITDA, Adjusted gross profit, Adjusted gross profit margin, Adjusted research and development expenses, Adjusted selling, general, and administrative expenses, and free cash flow, as discussed below.
We are subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to our allocable share of any taxable income or loss of Symbotic Holdings. We also have foreign subsidiaries which are subject to income tax in their local jurisdictions.
Income Taxes We are subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to our allocable share of any taxable income or loss of Symbotic Holdings LLC.
Our stock-based compensation non-GAAP financial measures exclusion includes non-cash stock-based compensation expense and payroll taxes related to stock-based compensation awards. • Business combination transaction expenses – Business combination transaction expenses represent the expenses incurred related to the Business Combination, which we completed on June 7, 2022 as well as other strategic acquisition opportunities.
Our stock-based compensation non-GAAP financial measures exclusion includes non-cash stock-based compensation expense and payroll taxes related to stock-based compensation awards. • Business combination transaction expenses – Business combination transaction expenses represent the expenses incurred related to strategic acquisition opportunities.
The following table reconciles GAAP net loss to Adjusted EBITDA during the periods presented (in thousands): Year Ended September 28, 2024 September 30, 2023 September 24, 2022 Net loss $ (84,672) $ (207,894) $ (139,089) Interest income (36,907) (11,391) (1,287) Income tax benefit (expense) 4,212 (4,619) — Depreciation and amortization 20,845 9,475 5,989 Stock-based compensation 120,608 157,023 40,556 Business combination transaction expenses 324 — 4,069 Joint venture formation fees 1,089 14,900 — CEO transition charges — 2,026 — Restructuring charges 33,431 22,899 — Equity financing transaction costs 1,985 — — Equity method investment 777 — — Adjusted EBITDA $ 61,692 $ (17,581) $ (89,762) We consider Adjusted gross profit and Adjusted gross profit margin to be important indicators of profitability, which we use in our financial and operational decision-making and evaluation of our overall operating performance.
The following table reconciles GAAP net loss to Adjusted EBITDA during the periods presented (in thousands): Year Ended September 27, 2025 September 28, 2024 September 30, 2023 Net loss $ (91,032) $ (84,672) $ (207,894) Interest income (31,456) (36,907) (11,391) Income tax expense (benefit) (1,627) 4,212 (4,619) Depreciation and amortization 39,617 20,845 9,475 Stock-based compensation 180,834 120,608 157,023 Business combination transaction expenses 7,562 324 — Restructuring charges 22,233 33,431 22,899 Internal control remediation 8,406 — — Business transformation costs 3,685 — — Fair value adjustments on strategic investments (4,481) — — Equity method investment 13,716 777 — CEO transition charges — — 2,026 Joint venture formation fees — 1,089 14,900 Equity financing transaction costs — 1,985 — Adjusted EBITDA $ 147,457 $ 61,692 $ (17,581) We consider Adjusted gross profit and Adjusted gross profit margin to be important indicators of profitability which we use in our financial and operational decision-making and evaluation of our overall operating performance.
Our cash requirements for the year ended September 28, 2024 were primarily related to capital expenditures, 58 Table of Contents inventory purchases in order to deliver to our customers our Systems in an orderly manner in line with our installation timelines, and purchases of marketable securities in order to diversify the composition of our cash balance.
Our cash requirements for the year ended September 27, 2025 were primarily related to capital expenditures, inventory purchases in order to deliver to our customers our Systems in an orderly manner in line with our installation timelines, and purchases of strategic investments in order to diversify the composition of investment portfolio.
For the discussion and analysis covering the year ended September 30, 2023 compared to the year ended September 24, 2022, please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended September 30, 2023, as filed with the SEC on December 11, 2023.
For the discussion and analysis covering the year ended September 28, 2024 compared to the year ended September 30, 2023, please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended September 28, 2024, as filed with the SEC on December 4, 2024. 48 Table of Contents Company Overview Our vision is to make the supply chain work better for everyone.
The increase results from the number of Operational Systems we have as well as spare parts sales to our customers for the year ended September 28, 2024, as compared to the year ended September 30, 2023. As we continue to increase the number of Operational Systems, an increase in the number of Operation Services contracts is expected.
The increase in Operation Services revenue is attributable to an increase in Operational Systems where we were performing Operation Services for the year ended September 27, 2025, as compared to the year ended September 28, 2024. 52 Table of Contents The increase results from the number of Operational Systems we have as well as spare parts sales to our customers for the year ended September 27, 2025, as compared to the year ended September 28, 2024.
The following table reconciles GAAP gross profit to Adjusted gross profit and gross profit margin to Adjusted gross profit margin during the periods presented (dollars in thousands): Year Ended September 28, 2024 September 30, 2023 September 24, 2022 Gross profit $ 245,666 $ 189,739 $ 99,647 Depreciation 7,748 639 353 Stock-based compensation 15,654 6,212 — Restructuring charges 33,431 19,766 — Adjusted gross profit $ 302,499 $ 216,356 $ 100,000 Gross profit margin 13.7 % 16.1 % 16.8 % Adjusted gross profit margin 16.9 % 18.4 % 16.9 % We consider Free cash flow to be an important indicator of financial liquidity, which we use in our financial and operational decision-making and evaluation of our overall operating performance.
The following table reconciles GAAP gross profit to Adjusted gross profit and gross profit margin to Adjusted gross profit margin during the periods presented (dollars in thousands): Year Ended September 27, 2025 September 28, 2024 September 30, 2023 Gross profit $ 422,610 $ 245,666 $ 189,739 Depreciation 10,414 7,748 639 Stock-based compensation 39,678 15,654 6,212 Restructuring charges (642) 33,431 19,766 Adjusted gross profit $ 472,060 $ 302,499 $ 216,356 57 Table of Contents Gross profit margin 18.8 % 13.7 % 16.1 % Adjusted gross profit margin 21.0 % 16.9 % 18.4 % We consider Adjusted research and development expenses and Adjusted selling, general, and administrative expenses to be important indicators of profitability which we use in our financial and operational decision-making and evaluation of our overall operating performance.
Refer to Note 12, Income Taxes , for further information. Non-GAAP Financial Measures In addition to providing financial measurements based on generally accepted accounting principles in the United States of America, (“GAAP” or “U.S. GAAP”), we provide additional financial metrics that are not prepared in accordance with GAAP, or non-GAAP financial measures.
Refer to Note 11, Income Taxes , for further information. Non-GAAP Financial Measures In addition to providing financial measurements based on GAAP, we provide additional financial metrics that are not prepared in accordance with GAAP, or non-GAAP financial measures.
These charges include severance and related expenses for workforce reductions, lower of cost and net realizable value adjustments to inventory and long-lived assets that will no longer be used in operations, and termination fees for any contracts cancelled as part of these actions.
Restructuring Charges Restructuring charges are costs associated with restructuring plans and are primarily related to employee severance and benefit arrangements, lower of cost and net realizable value adjustments to inventory and long-lived assets that will no longer be used in operations, and termination fees for any contracts cancelled as part of the restructuring plans.
We exclude joint venture formation fees from our non-GAAP financial measures to provide a useful comparison of our operating results to prior periods and peer companies because such amounts vary significantly based on the magnitude of the joint venture and do not reflect our core operations. • CEO transition charges – CEO transition charges represent the charges incurred associated with the separation agreement we entered into with Michael Loparco in November 2022.
We exclude this from our non-GAAP financial measures to provide a useful comparison of our operating results between periods and to our peer companies because such amounts are not representative of our normal operating activities. • CEO transition costs – CEO transition costs represent the costs incurred during 2023 associated with the separation agreement we entered into with Michael Loparco in November 2022.
Changes in existing tax laws or rates could affect our actual tax results, and future business results may affect the amount of our deferred tax liabilities or the valuation of our deferred tax assets over time.
It is possible that such change to our valuation allowance could have a material impact on our consolidated results of operations and/or financial position. Changes in existing tax laws or rates could affect our actual tax results, and future business results may affect the amount of our deferred tax liabilities or the valuation of our deferred tax assets over time.
Financing Activities Our financing activities typically consist of payments and proceeds related to our equity incentive plans for RSUs and our ESPP, and also include proceeds from the exercise of the vested warrants issued to Walmart as well as proceeds from equity financing transactions.
We also acquired strategic investments of $90.5 million, which primarily consists of the investment we have made into the GreenBox VIE. 59 Table of Contents Financing Activities Our financing activities typically consist of payments and proceeds related to our equity incentive plans for both RSUs and ESPP, and also include proceeds from the exercise of the vested warrants issued to Walmart as well as proceeds from equity financing transactions.
The increase in gross profit is primarily driven by 44 Systems in Deployment during the fiscal year ended September 28, 2024, as compared to 35 Systems in Deployment during the fiscal year ended September 30, 2023.
The increase in gross profit is primarily driven by 50 Systems in Deployment during the fiscal year ended September 27, 2025, as compared to 44 Systems in Deployment during the fiscal year ended September 28, 2024. The increase in Systems gross profit was further driven by lower cost of revenue resulting from better cost control.
Income Taxes Deferred tax assets are reduced by a valuation allowance when we believe that it is more-likely- than-not that some portion or all of the deferred tax assets will not be realized. Significant judgment is required in estimating valuation allowances for deferred tax assets.
As a result, if factors change and we use different assumptions, our stock-based compensation expense could be materially different in the future. Income Taxes Deferred tax assets are reduced by a valuation allowance when we believe that it is more-likely- than-not that some portion or all of the deferred tax assets will not be realized.
Investing Activities Our investing activities have consisted primarily of property and equipment purchases, capitalization of internal use software development costs, purchases of marketable securities, and proceeds from maturities of marketable securities. Net cash and cash equivalents provided by investing activities for the year ended September 28, 2024 consisted of $42.2 million of purchased property and equipment.
Net cash and cash equivalents provided by investing activities for the year ended September 28, 2024 consisted of $44.4 million of purchased property and equipment and capitalization of internal use software development fees. Additionally, during the year ended September 28, 2024, we purchased U.S.
To the extent we determine that, based on the weight of available evidence, all or a portion of our valuation allowance is no longer necessary, we will recognize the change in the period such determination occurs. It is possible that such change to our valuation allowance could have a material impact on our consolidated results of operations and/or financial position.
In addition, we consider the timeframe over which it would take to utilize the deferred tax assets prior to their expiration. To the extent we determine that, based on the weight of available evidence, all or a portion of our valuation allowance is no longer necessary, we will recognize the change in the period such determination occurs.
Fees for Systems are typically either fixed or cost-plus fixed fee amounts that are due based on the achievement of a variety of milestones beginning at contract inception through final acceptance. The substantial majority of our software is sold as a perpetual on-premise license, however, we do sell an immaterial amount of term-based on-premise licenses.
Fees for Systems are typically either cost-plus fixed fee amounts, fixed, or in certain cases, subject to a capped cost amount that are due based on the achievement of a variety of milestones beginning at contract inception through final acceptance.
Gross Profit The following table sets forth our gross profit for the years ended September 28, 2024 and September 30, 2023: Year Ended September 28, 2024 September 30, 2023 Change (in thousands) Systems $ 238,599 $ 197,983 $ 40,616 Software maintenance and support 5,224 (2,621) 7,845 Operation services 1,843 (5,623) 7,466 Total gross profit $ 245,666 $ 189,739 $ 55,927 Systems gross profit increased $40.6 million for the year ended September 28, 2024, as compared to the year ended September 30, 2023.
Gross Profit The following table sets forth our gross profit for the years ended September 27, 2025 and September 28, 2024: Year Ended September 27, 2025 September 28, 2024 Change (in thousands) Systems $ 408,422 $ 238,599 $ 169,823 Software maintenance and support 21,040 5,224 15,816 Operation services (6,852) 1,843 (8,695) Total gross profit $ 422,610 $ 245,666 $ 176,944 Systems gross profit increased $169.8 million for the year ended September 27, 2025, as compared to the year ended September 28, 2024.
The realization of a deferred tax asset ultimately depends on the existence of sufficient taxable income in the applicable carryback or carryforward periods. We consider the nature, frequency, and severity of current and cumulative losses as well as the reversal of existing deferred tax liabilities, historical and forecasted taxable income (exclusive of reversing temporary differences and carryforwards) in our assessment.
We consider the nature, frequency, and severity of current and cumulative losses as well as the reversal of existing deferred tax liabilities, historical and forecasted taxable income (exclusive of reversing temporary differences and carryforwards) in our assessment. In evaluating such projections, we consider our history of profitability and cumulative earnings/losses, the competitive environment, and general economic conditions.
Allocated overhead and other expenses increased primarily due to an increase in information technology related costs as well as audit and tax expenses as compared to the prior year as our employee base and infrastructure continue to grow.
Allocated overhead and other expenses increased in the year ended September 27, 2025, as compared to the year ended September 28, 2024, primarily due to an increase in information technology related costs to support growth within our employee base and infrastructure, as well as an increase in audit, tax, and legal expenses, primarily attributable to increased professional services fees related to strategic acquisitions and our internal controls remediation.
Also included in Operation Services is revenue generated from the sales of spare parts to our customers as needed to service their System.
Fees for Operation Services are typically invoiced to our customers on a time and materials basis monthly in arrears or using a fixed fee structure. Also included in Operation Services is revenue generated from the sales of spare parts to our customers as needed to service their System.
Other Income (Expense), Net Other income (expense), net primarily consists of dividend and interest income earned on our money market accounts and the impact of foreign currency transaction gains and losses associated with monetary assets and liabilities. Income Taxes As a result of the Business Combination, we were appointed as the sole managing member of Symbotic Holdings.
Other Income (Expense), Net Other income (expense), net primarily consists of dividend and interest income earned on our money market accounts and the impact of foreign currency transaction gains and losses associated with monetary assets and liabilities. Other income (expense) also consists of any gain, losses, or impairments on our strategic investments and derivative instruments.
Contractual Obligations and Commitments and Liquidity Outlook Our cash flows from operations along with equity infusions have historically been sufficient to fund our operating activities and other cash requirements. As of September 28, 2024, we have a cash and cash equivalents balance of $727.3 million.
To offset the receipt of cash, we incurred a payment of $48.2 million related to distributions to or on behalf of Symbotic Holdings LLC partners. Contractual Obligations and Commitments and Liquidity Outlook Our cash flows from operations along with equity infusions have historically been sufficient to fund our operating activities and other cash requirements.
Year Ended September 28, 2024 September 30, 2023 (in thousands) Revenue: Systems $ 1,705,440 $ 1,138,059 Software maintenance and support 14,173 6,601 Operation services 68,566 32,231 Total revenue 1,788,179 1,176,891 Cost of revenue: Systems 1,466,841 940,076 Software maintenance and support 8,949 9,222 Operation services 66,723 37,854 Total cost of revenue 1,542,513 987,152 Gross profit 245,666 189,739 Operating expenses: Research and development expenses 173,457 195,042 Selling, general, and administrative expenses 188,934 217,927 Total operating expenses 362,391 412,969 Operating loss (116,725) (223,230) Other income, net 37,042 10,716 Loss before income tax and equity method investment (79,683) (212,514) Income tax benefit (expense) (4,212) 4,620 Loss from equity method investment (777) — Net loss $ (84,672) $ (207,894) 51 Table of Contents Year Ended September 28, 2024 September 30, 2023 Revenue: Systems 95 % 97 % Software maintenance and support 1 1 Operation services 4 3 Total revenue 100 100 Cost of revenue: Systems 82 80 Software maintenance and support 1 1 Operation services 4 3 Total cost of revenue 86 84 Gross profit 14 16 Operating expenses: Research and development expenses 10 17 Selling, general, and administrative expenses 11 19 Total operating expenses 20 35 Operating loss (7) (19) Other income, net 2 1 Loss before income tax and equity method investment (4) (18) Income tax benefit (expense) — — Loss from equity method investment — — Net loss (5) % (18) % * Percentages are based on actual values.
Year Ended September 27, 2025 September 28, 2024 (in thousands) Revenue: Systems $ 2,118,868 $ 1,705,440 Software maintenance and support 29,602 14,173 Operation services 98,452 68,566 Total revenue 2,246,922 1,788,179 Cost of revenue: Systems 1,710,446 1,466,841 Software maintenance and support 8,562 8,949 Operation services 105,304 66,723 Total cost of revenue 1,824,312 1,542,513 Gross profit 422,610 245,666 Operating expenses: Research and development expenses 216,013 173,457 Selling, general, and administrative expenses 298,730 188,934 Restructuring charges 22,873 — Total operating expenses 537,616 362,391 Operating loss (115,006) (116,725) Other income, net 36,063 37,042 Loss before income tax and equity method investment (78,943) (79,683) Income tax benefit (expense) 1,627 (4,212) Loss from equity method investment (13,716) (777) Net loss $ (91,032) $ (84,672) 51 Table of Contents Year Ended September 27, 2025 September 28, 2024 Revenue: Systems 94 % 95 % Software maintenance and support 1 1 Operation services 4 4 Total revenue 100 100 Cost of revenue: Systems 76 82 Software maintenance and support — 1 Operation services 5 4 Total cost of revenue 81 86 Gross profit 19 14 Operating expenses: Research and development expenses 10 10 Selling, general, and administrative expenses 13 11 Restructuring charges 1 — Total operating expenses 24 20 Operating loss (5) (7) Other income, net 2 2 Loss before income tax and equity method investment (4) (4) Income tax benefit (expense) — — Loss from equity method investment (1) — Net loss (4) % (5) % * Percentages are based on actual values.
Net cash provided by operating activities was due to our net loss of $(207.9) million adjusted for non-cash items of $186.1 million, primarily consisting of $154.2 million stock-based compensation expense, $11.3 million depreciation and amortization, $22.3 million provision for excess and obsolete inventory, offset by $(4.6) million deferred tax assets, net.
Net cash provided by operating activities was driven by our net loss of $91.0 million, which was adjusted for non-cash items of $243.9 million, primarily consisting of $183.9 million stock-based compensation expense, $39.6 million depreciation and amortization, $7.1 million provision for excess and obsolete inventory, and $13.7 million loss from equity method investment.
Business Combination Refer to Note 1, Organization and Operations to our consolidated financial statements for further details on the historical business organization and formation of Symbotic Inc. Key Components of Consolidated Statements of Operations Revenue We generate revenue through our design and installation of supply chain automation systems to automate customers’ depalletizing, storage, selection, and palletization warehousing processes.
We are in the process of developing an advanced micro-fulfillment system for future deployments. Key Components of Consolidated Statements of Operations Revenue We generate revenue through our design and installation of supply chain automation systems to automate customers’ depalletizing, storage, selection, and palletization warehousing processes (“System”).
Operation Services : “Operation Services” is defined as assistance services we provide our customers operating the System and ensuring user experience is optimized for efficiency and effectiveness. Fees for Operation Services are typically invoiced to our customers on a time and materials basis monthly in arrears or using a fixed fee structure.
Operation Services : “Operation Services” is defined as assistance services, which can range from training services to managed services to on-site services we provide our customers operating the System and ensuring user experience is optimized for efficiency and effectiveness.
We define Adjusted EBITDA as GAAP net loss excluding the following items: interest income; income taxes; depreciation and amortization of tangible and intangible assets; stock-based compensation; business combination transaction expenses; CEO transition charges; joint venture formation fees; restructuring charges; equity financing transaction costs; equity method investment; and other infrequent items that may arise from time to time.
We define Adjusted EBITDA as GAAP net loss excluding the following items: interest income; income taxes; depreciation and amortization of tangible and intangible assets; stock-based compensation; business combination transaction expenses; equity method investment; internal control remediation; business transformation costs; fair value adjustments on strategic investments; restructuring charges; joint venture formation fees; equity financing transaction costs; and other infrequent items that may arise from time to time. 55 Table of Contents The non-GAAP adjustments, and our basis for excluding them from our non-GAAP financial measure, are outlined below: • Stock-based compensation – Although stock-based compensation is an important aspect of the compensation paid to our employees, the grant date fair value varies based on the derived stock price at the time of grant, varying valuation methodologies, subjective assumptions, and the variety of award types.
We exclude these CEO transition charges from our non-GAAP financial measures to provide a useful comparison of our operating results to prior periods and to our peer companies because such amounts are not representative of our normal operating activities. • Restructuring charges – Restructuring charges represent charges incurred associated with certain actions to our restructure within the U.S. and Canada.
We excluded these fees from our non-GAAP financial measures to provide a useful comparison of our operating results between periods and to our peer companies because such amounts are not representative of our normal operating activities. • Business transformation costs – Business transformation costs represent consultancy fees incurred for specific business initiatives that do not reflect the cost of normal business operations.
Selling, General, and Administrative Expenses Year Ended Change September 28, 2024 September 30, 2023 Amount % (dollars in thousands) Selling, general, and administrative $ 188,934 $ 217,927 $ (28,993) (13 %) Percentage of total revenue 11 % 19 % The decrease in selling, general, and administrative expenses for the year ended September 28, 2024, as compared to the year ended September 30, 2023, is due to the following: Change (in thousands) Employee-related costs $ (34,926) Allocated overhead expenses and other 5,933 $ (28,993) Employee-related costs decreased primarily as a result of a decrease in stock-based compensation expense and expense incurred for contractors.
Selling, General, and Administrative Expenses Year Ended Change September 27, 2025 September 28, 2024 Amount % (dollars in thousands) Selling, general, and administrative expenses $ 298,730 $ 188,934 $ 109,796 58 % Percentage of total revenue 13 % 11 % The increase in selling, general, and administrative expenses for the year ended September 27, 2025, as compared to the year ended September 28, 2024, is due to the following: Change (in thousands) Employee-related costs $ 85,913 Allocated overhead expenses and other 23,883 $ 109,796 Employee-related costs increased in the year ended September 27, 2025, as compared to the year ended September 28, 2024, primarily as a result of our full-time employee and contractor headcount growth within our selling, general, and administrative functions.
We exclude Business combination transaction expenses from our non-GAAP financial measures to provide a useful comparison of 55 Table of Contents our operating results to prior periods and to peer companies because such amounts vary significantly based on the magnitude of the Business Combination transaction and do not reflect our core operations. • Joint venture formation fees – Joint venture formation fees represent the charges incurred associated with the formation of GreenBox, which was formed on July 21, 2023.
We exclude these transition costs from our non-GAAP financial measures because such amounts are not representative of our normal operating activities. 56 Table of Contents • Joint venture formation fees – Joint venture formation fees represent the charges incurred associated with the formation of GreenBox, which was established on July 21, 2023.
Net cash provided by operating activities was $230.8 million for the year ended September 30, 2023.
Net cash used in operating activities was $58.1 million for the year ended September 28, 2024.
Other income, net Year Ended Change September 28, 2024 September 30, 2023 Amount % (dollars in thousands) Other income, net $ 37,042 $ 10,716 $ 26,326 246 % Percentage of total revenue 2 % 1 % The increase in other income, net for the year ended September 28, 2024, as compared to the year ended September 30, 2023, is due to higher interest earned on invested cash balances and marketable securities as a result of increased interest rates and higher cash balance. 54 Table of Contents Income Taxes Year Ended Change September 28, 2024 September 30, 2023 Amount % (dollars in thousands) Income tax benefit (expense) $ (4,212) $ 4,620 $ (8,832) (191 %) Percentage of total revenue — % — % We recorded an income tax expense for the year ended September 28, 2024, primarily related to the establishment of $3.9 million of a valuation allowance related to foreign deferred tax asset, as compared to a benefit for the year ended September 30, 2023, which was primarily related to the release of $6.1 million of previously established valuation allowances related to foreign deferred tax assets.
Income Taxes Year Ended Change September 27, 2025 September 28, 2024 Amount % (dollars in thousands) Income tax benefit (expense) $ 1,627 $ (4,212) $ 5,839 139 % Percentage of total revenue nil nil We recorded an income tax benefit for the year ended September 27, 2025, primarily related to the release of $2.2 million valuation allowance related to our acquisition of ASR, as compared to an expense for the year ended September 28, 2024, which was primarily related to the establishment of $3.9 million of valuation allowance related to foreign deferred tax assets.
Year Ended September 28, 2024 Compared to the Year Ended September 30, 2023 Revenue Year Ended Change September 28, 2024 September 30, 2023 Amount % (dollars in thousands) Systems $ 1,705,440 $ 1,138,059 $ 567,381 50 % Software maintenance and support 14,173 6,601 7,572 115 Operation services 68,566 32,231 36,335 113 Total revenue $ 1,788,179 $ 1,176,891 $ 611,288 52 % Systems revenue increased for the year ended September 28, 2024, as compared to the year ended September 30, 2023, due to 44 Systems in Deployment for the fiscal year ended September 28, 2024, as compared to 35 Systems in Deployment for the fiscal year ended September 30, 2023.
Year Ended September 27, 2025 Compared to the Year Ended September 28, 2024 Revenue Year Ended Change September 27, 2025 September 28, 2024 Amount % (dollars in thousands) Systems $ 2,118,868 $ 1,705,440 $ 413,428 24 % Software maintenance and support 29,602 14,173 15,429 109 Operation services 98,452 68,566 29,886 44 Total revenue $ 2,246,922 $ 1,788,179 $ 458,743 26 % Systems revenue increased for the year ended September 27, 2025, as compared to the year ended September 28, 2024, due to there being 50 Systems in Deployment for the fiscal year ended September 27, 2025, as compared to 44 Systems in Deployment for the fiscal year ended September 28, 2024.
In addition, these charges do not necessarily provide meaningful insight into the fundamentals of current or past operations of our business. • Equity financing transaction costs – Equity financing transaction costs represent the costs incurred, including for legal and accountant fees, transaction fees, advisory fees, due diligence costs, and certain other professional fees that are directly related to our equity financing transaction which occurred in February 2024.
In addition, these charges do not necessarily provide meaningful insight into the fundamentals of current or past operations of our business. • Internal control remediation – Internal control remediation costs represent professional services fees related to the Company’s efforts to remediate material weaknesses.
We expect the Master Automation Agreement to continue to generate Systems revenue as we install and implement the Systems at the remaining regional distribution centers through fiscal year 2029. 52 Table of Contents The increase in Software Maintenance and Support revenue is due to 25 Operational Systems which are under Software Maintenance and Support contracts for the year ended September 28, 2024, as compared to 12 Operational Systems which are under Software Maintenance and Support contracts for the year ended September 30, 2023.
The increase in Software Maintenance and Support revenue is due to 48 Operational Systems which were under Software Maintenance and Support contracts for the year ended September 27, 2025, as compared to 25 Operational Systems which were under Software Maintenance and Support contracts for the year ended September 28, 2024.
We exclude these costs from our non-GAAP financial measures to provide a useful comparison of our operating results to prior periods and to our peer companies because such amounts are not representative of our normal operating activities. • Equity method investment – Equity method investment represents our proportionate share of income or loss of unconsolidated variable interest entities.
We excluded these costs from our non-GAAP financial measures to provide a useful comparison of our operating results between periods and to our peer companies because such amounts are not representative of our normal operating activities. • Fair value adjustments on strategic investments – Fair value adjustments on strategic investments primarily consist of the gain or loss on strategic investments, which includes recurring fair value adjustments which are adjusted for observable price changes and any potential impairments.
Additionally, sources of cash provided by operating assets and liabilities of $252.6 million was due to the timing of cash payments to vendors and cash receipts from customers.
Changes in operating assets and liabilities from the prior fiscal year resulted in a source of cash for operating assets and liabilities of $714.0 million, and was mainly due to the timing of cash payments to vendors, cash receipts from customers, and the timing of invoicing to our customers.
Research and Development Expenses Year Ended Change September 28, 2024 September 30, 2023 Amount % (dollars in thousands) Research and development $ 173,457 $ 195,042 $ (21,585) (11 %) Percentage of total revenue 10 % 17 % The decrease in research and development expenses for the year ended September 28, 2024, as compared to the year ended September 30, 2023, is due to the following: Change (in thousands) Employee-related costs $ (27,103) Prototype-related costs, allocated overhead expenses, and other 5,518 $ (21,585) Employee-related costs decreased primarily as a result of a decrease in stock-based compensation expense and expense incurred for contractors.
Research and Development Expenses Year Ended Change September 27, 2025 September 28, 2024 Amount % (dollars in thousands) Research and development $ 216,013 $ 173,457 $ 42,556 25 % Percentage of total revenue 10 % 10 % The increase in research and development expenses for the year ended September 27, 2025, as compared to the year ended September 28, 2024, is due to the following: Change (in thousands) Employee-related costs $ 15,282 Prototype-related costs, allocated overhead expenses, and other 27,274 $ 42,556 The primary driver for the increase in employee-related costs for the year ended September 27, 2025, as compared to the year ended September 28, 2024, was from an increase in engineering resources assigned to customer projects, which was 53 Table of Contents primarily related to the 2025 Walmart MAA.
Company Overview Our vision is to make the supply chain work better for everyone. We do this by developing, commercializing, and deploying innovative, comprehensive technology solutions that dramatically improve supply chain operations. We currently automate the processing of pallets and cases in large warehouses or distribution centers for some of the largest retail companies in the world.
We do this by developing, commercializing, and deploying innovative and comprehensive technology solutions that dramatically improve supply chain operations. We automate the processing of pallets, cases and items (known as eaches) in warehouses. Our robotic based automation systems, which include hardware and essential software, move, store and sort cases and eaches in warehouses.
Additionally, during the year ended September 28, 2024, we purchased U.S. Treasury securities for $48.7 million, and received proceeds of $340.0 million upon the maturity of certain U.S. Treasury securities. We also acquired strategic investments of $90.5 million, which primarily consists of the investment we have made into the GreenBox VIE.
Treasury securities for $48.7 million, and received proceeds of $340.0 million upon the maturity of certain U.S. Treasury securities.
This is presented within the consolidated statements of changes in redeemable preferred and common units and equity (deficit). We typically issue restricted stock units (“RSUs”) as stock-based compensation. For RSUs, the fair value is the closing stock price on the grant date. We recognize compensation expense over the requisite service period for awards expected to vest.
Stock-based Compensation We have three classes of common stock, Class A Common Stock, Class V-1 Common Stock, and Class V-3 Common Stock. 61 Table of Contents We typically issue restricted stock units (“RSUs”) as stock-based compensation. For RSUs, the fair value is the closing stock price on the grant date.
The increase in Operation Services gross profit for the year ended September 28, 2024, as compared to the year ended September 30, 2023, is driven by an increase in the number of Operational Systems where we are performing Operation Services, efficiency improvement on our existing Systems where we are performing Operation Services, and profit generated from the sales of spare parts.
The decrease in Operation Services gross profit for the year ended September 27, 2025, as compared to the year ended September 28, 2024, was driven by an increase in Operation Services costs at certain of our customer sites, certain loss contracts where Operation Services expense exceeded revenue, and a decrease in the mix in the profit generated from the sale of spare parts to our customers, which was partially offset by additional training services provided to our customers, and services related to the acquisition of ASR.
The increase in prototyping-related costs, allocated overhead expenses, and other during the year ended September 28, 2024, as compared to the year ended September 30, 2023, is primarily attributable to an increase in allocated overhead expenses from selling, general, and administrative expenses to research and development expenses resulting from an increase to general overhead expenses such as rent and other occupancy expenses for the year ended September 28, 2024.
Prototyping-related costs, allocated overhead expenses, and other expenses increased for the year ended September 27, 2025, as compared to the year ended September 28, 2024, primarily from an increase in prototype expenses as we implement efforts to expand our current product offerings, as well as an increase in amortization expense attributable to the intangible assets that we acquired through our asset and business acquisition transactions.
Results of Operations for the Years Ended September 28, 2024 and September 30, 2023 The following tables set forth certain consolidated financial data in U.S. dollar amounts and as a percentage of total revenue.
We also have foreign subsidiaries which are subject to income tax in their local jurisdictions. 50 Table of Contents Results of Operations for the Years Ended September 27, 2025 and September 28, 2024 The following tables set forth our results of operations for the periods presented and as a percentage of our total revenue for those periods.
The increase in Operation Services revenue is attributable to an increase in Operational Systems where we are performing Operation Services for the year ended September 28, 2024, as compared to the year ended September 30, 2023.
As we continue to increase the number of Operational Systems, an increase in the number of Operation Services contracts is expected.
Net cash and cash equivalents used in investing activities during the year ended September 30, 2023 consisted of $15.7 million of purchased property and equipment. Additionally, during the year ended September 30, 2023, we purchased U.S. Treasury securities for $408.2 million, and received proceeds of $130.0 million upon the maturity of certain U.S. Treasury securities.
Investing Activities Our investing activities have consisted primarily of property and equipment purchases, capitalization of internal use software development costs, and acquisitions of strategic investments. Net cash and cash equivalents used in investing activities for the year ended September 27, 2025 consisted of $79.0 million of purchased property and equipment and capitalization of internal use software development fees.
Removed
Our System enhances operations at the front end of the supply chain, and therefore benefit all supply partners further down the chain, irrespective of fulfillment strategy.
Added
Our systems are operational in a number of the world’s largest retailers, including Walmart, wholesale distributors, including C&S Wholesale Grocers, and are being deployed in GreenBox Systems LLC (“GreenBox”), our warehouse-as-a-service joint venture. We have spent significant time working closely with our customers to develop, test and refine our technology.
Removed
Our System is based on a unique approach to connecting producers of goods to end users, in a way that resolves the mismatches of quantity, timing and location that arise between the two, while reducing costs. The underlying architecture of our System is what differentiates our solution from anything else in the marketplace.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeOur investment policy and strategy are focused on preservation of capital, supporting our liquidity requirements, and delivering competitive returns subject to prevailing market conditions. We were not exposed to material risks due to changes in market interest rates given the liquidity of the cash and investments with original maturities of three months.
Biggest changeCash and cash equivalents include cash on hand and investments with original maturities of three months or less, are stated at cost, and approximate fair value. We were not exposed to material risks due to changes in market interest rates given the liquidity of the cash and investments with original maturities of three months or less.
Foreign currency transaction losses were less than $0.1 million for the years ended September 28, 2024, September 30, 2023 and September 24, 2022, and were recorded within other income, net on the consolidated statements of operations. Credit Risk Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable.
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. Credit Risk Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable.
The Company has no significant off-balance sheet risk such as foreign exchange contracts, options contracts, or other hedging arrangements. 63 Table of Contents The Company believes its credit policies are prudent and reflect normal industry terms and business risk. The Company generally does not require collateral from its customers and generally requires payment 30 days from the invoice date.
The Company has no significant off-balance sheet risk such as foreign exchange contracts, options contracts, or other hedging arrangements. The Company believes its credit policies are prudent and reflect normal industry terms and business risk. The Company generally does not require collateral from its customers and generally requires payment 30 days from the invoice date.
The Company’s cash and cash equivalents are generally held with large financial institutions. Although the Company’s deposits may exceed federally insured limits, the financial institutions that the Company uses have high investment-grade credit ratings and, as a result, the Company believes that, as of September 28, 2024, its risk relating to deposits exceeding federally insured limits was not significant.
The Company’s cash and cash equivalents are generally held with large financial institutions. Although the Company’s deposits may exceed federally insured limits, the financial institutions that the Company uses have high investment-grade credit ratings and, as a result, the Company believes that, as of September 27, 2025, its risk relating to deposits exceeding federally insured limits was not significant.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk We are exposed to market risk, including changes to interest rates and foreign currency exchange rates. Interest Rate Sensitivity We had cash and cash equivalents totaling $727.3 million and $258.8 million as of September 28, 2024, and September 30, 2023, respectively.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk We are exposed to market risk, including changes to interest rates and foreign currency exchange rates. Interest Rate Sensitivity We had cash and cash equivalents totaling $1,245.0 million and $727.3 million as of September 27, 2025, and September 28, 2024, respectively.
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. 64 Table of Contents
At September 27, 2025 and September 28, 2024, one customer accounted for over 10% of the Company’s accounts receivable balance. 63 Table of Contents
Removed
Cash and cash equivalents include cash on hand and investments with original maturities of three months or less, are stated at cost, and approximate fair value. We had no marketable securities at September 28, 2024 and short-term available for sale marketable securities consisting of U.S. Treasury Securities of $286.7 million at September 30, 2023.

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