UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~December 2827, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to

Commission file number 001-40175

SYMBOTIC INC.

(Exact name of registrant as specified in its charter)

Delaware

98-1572401

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

200 Research Drive

Wilmington, MA 01887

(978) 284-2800

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, par value $0.0001 per share

SYM

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ☒

As of ~~August~~February 42, ~~2025~~2026, the following shares of common stock were outstanding:

~~111~~125,~~314~~753,~~938~~388 shares of Class A common stock, par value $0.0001 per share

7572,~~619~~859,~~171~~208 shares of Class V-1 common stock, par value $0.0001 per share

403,559,196 shares of Class V-3 common stock, par value $0.0001 per share

	TABLE OF CONTENTS
		Page
	Part I - Financial Information
Item 1.	Financial Statements	1
	Unaudited Condensed Consolidated Financial Statements	1
	Unaudited Condensed Consolidated Balance Sheets as of June 28, 2025 and September 28, 2024	1
	Unaudited Condensed Consolidated Balance Sheets as of December 27, 2025 and September 27, 2025	1
	Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended June 28, 2025 and June 29, 2024	3
	Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended December 27, 2025 and December 28, 2024	3
	Unaudited Condensed Consolidated Statements of Comprehensive Loss for the Three and Nine Months Ended June 28, 2025 and June 29, 2024	4
	Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended December 27, 2025 and December 28, 2024	4
	Unaudited Condensed Consolidated Statements of Changes in Equity (Deficit) for the Three and Nine Months Ended June 28, 2025 and June 29, 2024	5
	Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity for the Three Months Ended December 27, 2025 and December 28, 2024	5
	Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended June 28, 2025 and June 29, 2024	7
	Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended December 27, 2025 and December 28, 2024	7
	Notes to Unaudited Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2732
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4144
Item 4.	Controls and Procedures	4144
	Part II - Other Information
Item 1.	Legal Proceedings	4346
Item 1A.	Risk Factors	4447
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4447
Item 3.	Defaults Upon Senior Securities	4447
Item 4.	Mine Safety Disclosures	4447
Item 5.	Other Information	4447
Item 6.	Exhibits	4648
	Signatures	4749

CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements include, but are not limited to, the Company’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning the Company’s possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,” or “intends” or similar expressions.

Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about the Company’s ability to, or expectations that it will:

•meet the technical requirements of existing or future ~~supply~~ agreements with its customers, including with respect to existing backlog;

•expand its target customer base and maintain its existing customer base;

•realize the benefits expected from ~~the~~its ~~acquisition~~GreenBox ofSystems ~~Walmart’s~~LLC ~~Advanced~~joint ~~Systems~~venture, ~~and~~which ~~Robotics~~is now doing business as Exol (“Exol”), the ~~GreenBox~~commercial ~~joint~~agreement ~~venture~~with Exol, the ~~Commercial~~commercial ~~Agreement~~agreement with ~~GreenBox,~~Nueva ~~Symbotic’s~~Wal ~~acquisitions~~Mart ofde ~~developed~~México, ~~technology~~S. ~~intangible~~de ~~assets,~~R.L. de C.V and the ~~commercial~~acquisition ~~agreement~~of ~~with~~the ~~Walmart~~Advanced deSystems ~~México~~and yRobotics ~~Centroamérica~~business from Walmart;

•realize its outlook, including its system gross margin;

•anticipate industry trends;

•maintain and enhance its ~~system~~systems;

•maintain the listing of the Symbotic Class A Common Stock on Nasdaq;

•execute its growth strategy;

•develop, design and sell systems that are differentiated from those of competitors;

•execute its research and development strategy;

•acquire, maintain, protect and enforce intellectual property;

•attract, train and retain effective officers, key employees or directors;

•comply with laws and regulations applicable to its business;

•stay abreast of modified or new laws and regulations applying to its business;

•successfully defend litigation;

•issue equity securities in connection with future transactions;

•meet future liquidity requirements and, if applicable, comply with restrictive covenants related to long-term indebtedness;

•timely and effectively remediate any material weaknesses in its internal control over financial reporting;

•anticipate rapid technological changes; ~~and~~

•maintain the listing of the Symbotic common stock on Nasdaq; and

•effectively respond to general economic and business conditions.

Forward-looking statements made in this Quarterly Report on Form 10-Q also include, but are not limited to, statements with respect to:

•the future performance of Symbotic’s business and operations;

•expectations regarding revenues, expenses, adjusted EBITDA and anticipated cash needs;

•expectations regarding cash flow, liquidity and sources of funding;

•expectations regarding capital expenditures;

•the anticipated benefits of Symbotic’s leadership structure;

•the effects of pending and future legislation~~, regulation and trade practices, including tariffs~~;

•business disruption;

•disruption to the business due to Symbotic’s dependency on ~~certain customers~~Walmart;

•increasing competition in the warehouse automation industry;

•any delays in the design, production or launch of Symbotic’s systems and products;

•the failure to meet customers’ requirements under existing or future contracts or customer’s expectations as to price or pricing structure;

•any defects in new products or enhancements to existing products;

•the fluctuation of operating results from period to period due to a number of factors, including the pace of customer adoption of Symbotic’s new products and services and any changes in its product mix that shift too far into lower gross margin products; ~~and~~

•any consequences associated with joint ventures and legislative and regulatory actions and reforms.

Such forward-looking statements involve risks and uncertainties that may cause actual events, results or performance to differ materially from those indicated by such statements. Certain of these risks are identified and discussed in other sections of this Quarterly Report on Form 10-Q and in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on ~~December~~November 424, ~~2024~~2025. These risk factors will be important to consider in determining future results and should be reviewed in their entirety. These forward-looking statements are expressed in good faith, and the Company believes there is a reasonable basis for them. However, there can be no assurance that the events, results or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statements are provided for the purposes of assisting the reader in understanding the Company’s financial performance, financial position and cash flows as of and for periods ended on certain dates and to present information about management’s current expectations and plans relating to the future, and the reader is cautioned not to place undue reliance on these forward-looking statements because of their inherent uncertainty and to appreciate the limited purposes for which they are being used by management. While the Company believes that the assumptions and expectations reflected in the forward-looking statements are reasonable based on information currently available to management, there is no assurance that such assumptions and expectations will prove to have been correct.

The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made and are based on the beliefs, estimates, expectations and opinions of management on that date. The Company is not under any obligation, and expressly disclaims any obligation, to update, alter or otherwise revise any forward-looking statements made in this Quarterly Report on Form 10-Q, whether as a result of new information, future events or otherwise, except as required by law.

In addition to factors previously disclosed in the Company’s Annual Report on Form 10-K filed with the SEC on ~~December~~November 424, ~~2024~~2025, and those identified elsewhere in this Quarterly Report on Form 10-Q, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: failure to realize the benefits expected from adding to Symbotic’s base of outsourcing partners and the effects of pending and future legislation.

Annualized and estimated numbers are not forecasts and may not reflect actual results.

In this Quarterly Report on Form 10-Q, the terms “Symbotic,” “we,” “us,” and “our” refer to Symbotic Inc. and its subsidiaries, unless the context indicates otherwise.

iii

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Unaudited Condensed Consolidated Financial Statements

Symbotic Inc.

Unaudited Condensed Consolidated Balance Sheets

(in thousands, except share data)

	June 28, 2025		September 28, 2024
	December 27, 2025		September 27, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	~~777~~1,~~576~~819,102	$	~~727~~1,~~310~~244,993
Accounts receivable	~~136~~107,~~237~~631		~~201~~186,~~548~~705
Unbilled accounts receivable	~~236~~249,~~433~~589		~~218~~181,~~233~~658
Inventories	~~138~~183,~~901~~680		~~106~~164,~~136~~390
Deferred expenses	3527,~~545~~807		120,~~058~~532
Prepaid expenses and other current assets	~~101~~70,~~516~~393		~~101~~86,~~252~~582
Total current assets	12,~~426~~458,~~208~~202		1,~~355~~884,~~537~~860
Property and equipment, net	73115,~~013~~700		97117,~~109~~649
Intangible assets, net	8275,~~921~~376		379,~~664~~149
Goodwill	6059,~~534~~871		—59,871
Equity method investment	~~105~~143,~~551~~523		81123,~~289~~034
Other assets	79141,~~184~~386		40131,~~953~~166
Total assets	$	12,~~827~~994,~~411~~058	$	12,~~578~~395,~~552~~729
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	~~215~~266,~~624~~102	$	~~175~~286,~~188~~669
Accrued expenses and other current liabilities	~~183~~206,~~690~~874		~~165~~200,~~644~~442
Deferred revenue	~~918~~1,~~097~~310,702		~~676~~1,~~314~~242,312
Total current liabilities	1,~~317~~783,~~411~~678		1,~~017~~729,~~146~~423
Deferred revenue	5188,~~044~~795		~~129~~124,~~233~~932
Other liabilities	61,~~544~~374		4263,~~043~~629
Total liabilities	12,~~383~~033,~~999~~847		1,~~188~~917,~~422~~984
Commitments and contingencies (Note 15)	—		—
Equity:
Class A Common Stock, 3,000,000,000 shares authorized, 110,252,933 and 104,689,377 shares issued and outstanding at June 28, 2025 and September 28, 2024, respectively	13		13
Class A Common Stock, 3,000,000,000 shares authorized, 123,225,754 and 112,635,932 shares issued and outstanding at December 27, 2025 and September 27, 2025, respectively	14		13
Class V-1 Common Stock, 1,000,000,000 shares authorized, 76,015,171 and 76,965,386 shares issued and outstanding at June 28, 2025 and September 28, 2024, respectively	7		7
Class V-1 Common Stock, 1,000,000,000 shares authorized, 72,982,208 and 74,693,311 shares issued and outstanding at December 27, 2025 and September 27, 2025, respectively	7		7

Table of Contents

Class V-3 Common Stock, 450,000,000 shares authorized, 403,559,196 and 404,309,196 shares issued and outstanding at June 28, 2025 and September 28, 2024, respectively	40		40
Class V-3 Common Stock, 450,000,000 shares authorized, 403,559,196 and 403,559,196 shares issued and outstanding at December 27, 2025 and September 27, 2025, respectively	40		40
Additional paid-in capital	1,~~550~~997,~~610~~587		1,~~523~~556,~~692~~611
Accumulated deficit	(1,~~337~~331,~~239~~181)		(1,~~323~~333,~~925~~783)
Accumulated other comprehensive loss	(2,~~678~~693)		(2,~~594~~695)
Total stockholders’ equity	~~210~~663,~~753~~774		~~197~~220,~~233~~193
Noncontrolling interest	~~232~~296,~~659~~437		~~192~~257,~~897~~552
Total equity	~~443~~960,~~412~~211		~~390~~477,~~130~~745
Total liabilities and equity	$	12,~~827~~994,~~411~~058	$	12,~~578~~395,~~552~~729

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

Table of Contents

Symbotic Inc.

Unaudited Condensed Consolidated Statements of Operations

(in thousands, except share and per share information)

For the Three Months Ended

~~For the Nine Months Ended~~

June 28, 2025

June 29, 2024

June 28, 2025

June 29, 2024

December 27, 2025

December 28, 2024

Revenue:

Systems

~~559~~590,~~108~~292

~~450~~464,~~595~~059

~~1,536,539~~

~~1,168,993~~

Software maintenance and support

810,~~121~~885

35,~~545~~525

~~20,331~~

~~8,280~~

Operation services

2428,~~892~~808

1617,~~198~~109

~~71,595~~

~~46,340~~

Total revenue

~~592~~629,~~121~~985

~~470~~486,~~338~~693

~~1,628,465~~

~~1,223,613~~

Cost of revenue:

Systems

~~457~~469,~~911~~873

~~398~~380,~~761~~990

~~1,254,289~~

~~1,024,832~~

Software maintenance and support

12,~~756~~954

21,~~539~~858

~~5,735~~

~~6,201~~

Operation services

2423,~~832~~734

1422,~~065~~829

~~72,952~~

~~43,331~~

Total cost of revenue

~~484~~496,~~499~~561

~~415~~405,~~365~~677

~~1,332,976~~

~~1,074,364~~

Gross profit

~~107~~133,~~622~~424

5481,~~973~~016

~~295,489~~

~~149,249~~

Operating expenses:

Research and development expenses

5243,~~147~~006

4443,~~722~~279

~~157,279~~

~~133,327~~

Selling, general, and administrative expenses

7581,~~670~~219

4760,~~871~~705

~~215,092~~

~~143,535~~

Restructuring charges

162,~~361~~673

—

~~16,361~~

—

Total operating expenses

~~144~~126,~~178~~898

92103,~~593~~984

~~388,732~~

~~276,862~~

Operating loss

(36,556)

(37,620)

(93,243)

(127,613)

Operating income (loss)

6,526

(22,968)

Other income, net

813,~~451~~246

117,~~615~~823

~~27,987~~

~~27,626~~

Loss before income tax and equity method investment

(28,105)

(26,005)

(65,256)

(99,987)

Income (loss) before income tax and equity method investment

19,772

(15,145)

Income tax benefit (expense)

(44)

(182)

1,204

(102)

Income tax expense

(615)

(150)

Loss from equity method investment

(35,~~776~~799)

(~~537~~1,564)

~~(7,831)~~

~~(537)~~

Net loss

(31,925)

(26,724)

(71,883)

(100,626)

Net income (loss)

13,358

(16,859)

Net loss attributable to noncontrolling interests

(26,012)

(22,043)

(58,569)

(84,300)

Net income (loss) attributable to noncontrolling interests

10,756

(13,684)

Net loss attributable to common stockholders

(5,913)

(4,681)

(13,314)

(16,326)

Net income (loss) attributable to common stockholders

2,602

(3,175)

Loss per share of Class A Common Stock:

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

Basic and Diluted

(0.~~05)~~02

(0.0503)

~~(0.12)~~

~~(0.18)~~

Weighted-average shares of Class A Common Stock outstanding:

Basic and Diluted

109,201,745

102,414,284

107,664,864

92,891,276

Basic

115,474,119

106,098,566

Diluted

127,870,238

n/a

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

Table of Contents

Symbotic Inc.

Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)

(in thousands)

	For the Three Months Ended				~~For the Nine Months Ended~~
	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024
	December 27, 2025		December 28, 2024
Net loss	$	(31,925)	$	(26,724)	$	(71,883)	$	(100,626)
Net income (loss)	$	13,358	$	(16,859)
Less: Net loss attributable to noncontrolling interests	(26,012)		(22,043)		(58,569)		(84,300)
Less: Net income (loss) attributable to noncontrolling interests	10,756		(13,684)
Net loss attributable to common stockholders	$	(5,913)	$	(4,681)	$	(13,314)	$	(16,326)
Net income (loss) attributable to common stockholders	$	2,602	$	(3,175)
Other comprehensive loss:
Other comprehensive income (loss):
Foreign currency translation adjustments	~~109~~9		(~~161~~563)		~~(467)~~		~~(302)~~
Changes in unrealized gain on investments, net of income taxes of $— for the three and nine months ended June 28, 2025 and June 28, 2024	—		(1,318)		—		(5,481)
Total other comprehensive income (loss)	9		(563)
Total other comprehensive loss	109		(1,479)		(467)		(5,783)
Less: other comprehensive income (loss) attributable to noncontrolling interests	7		(461)
Less: other comprehensive loss attributable to noncontrolling interests	89		(1,220)		(383)		(4,838)
Other comprehensive income (loss) attributable to common stockholders	$	2	$	(102)
Other comprehensive loss attributable to common stockholders	$	20	$	(259)	$	(84)	$	(945)
Comprehensive income (loss)	13,367		(17,422)
Comprehensive loss	(31,816)		(28,203)		(72,350)		(106,409)
Less: Comprehensive income (loss) attributable to noncontrolling interests	10,763		(14,145)
Less: Comprehensive loss attributable to noncontrolling interests	(25,923)		(23,263)		(58,952)		(89,138)
Total comprehensive income (loss) attributable to common stockholders	$	2,604	$	(3,277)
Total comprehensive loss attributable to common stockholders	$	(5,893)	$	(4,940)	$	(13,398)	$	(17,271)

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

Table of Contents

Symbotic Inc.

Unaudited Condensed Consolidated Statements of Changes in ~~Equity~~Stockholders’ ~~(Deficit)~~Equity

(in thousands, except share information)

	Three Months Ended June 28, 2025
	Three Months Ended December 27, 2025
	Class A Common Stock			Class V-1 Common Stock			Class V-3 Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Noncontrolling Interest		Total Equity ~~(Deficit)~~
	Shares	Amount		Shares	Amount		Shares	Amount
Balance at March 29, 2025	108,380,772	$	13	76,223,325	$	7	404,309,196	$	40	$	1,539,378	$	(2,698)	$	(1,331,326)	$	216,160	$	421,574
Balance at September 27, 2025	112,635,932	$	13	74,693,311	$	7	403,559,196	$	40	$	1,564,815	$	(2,695)	$	(1,340,862)	$	261,895	$	483,213
Net loss	—	—		—	—		—	—		—		—		(5,913)		(26,012)		(31,925)
Cumulative effect from change in accounting principle	—	—		—	—		—	—		(8,204)		—		7,079		(4,343)		(5,468)
Issuance of common stock under stock plans, net of shares withheld for employee taxes	914,007	—		—	—		—	—		—		—		—		—		—
Net income	—	—		—	—		—	—		—		—		2,602		10,756		13,358
Exchange of Class V-1 common stock	958,154	—		(208,154)	—		(750,000)	—		1,218		—		—		(1,218)		—
Issuance of common stock in connection with equity offering	8,000,000	1		—	—		—	—		424,367		—		—		—		424,368
Distribution to Symbotic Holdings LLC partners	—	—		—	—		—	—		(6)		—		—		56		50
Issuance of common stock under stock plans, net of shares withheld for employee taxes	878,719	—		—	—		—	—		—		—		—		—		—
Stock-based compensation	—	—		—	—		—	—		10,020		—		—		43,584		53,604
Exchange of Class V-1 common stock	1,711,103	—		(1,711,103)	—		—	—		7,168		—		—		(7,168)		—
Other comprehensive loss	—	—		—	—		—	—		—		20		—		89		109
Distribution to Symbotic Holdings LLC partners	—	—		—	—		—	—		—		—		—		(1,222)		(1,222)
Balance at June 28, 2025	110,252,933	$	13	76,015,171	$	7	403,559,196	$	40	$	1,550,610	$	(2,678)	$	(1,337,239)	$	232,659	$	443,412
Stock-based compensation	—	—		—	—		—	—		9,441		—		—		36,512		45,953
Other comprehensive income	—	—		—	—		—	—		—		2		—		7		9
Balance at December 27, 2025	123,225,754	$	14	72,982,208	$	7	403,559,196	$	40	$	1,997,587	$	(2,693)	$	(1,331,181)	$	296,437	$	960,211

	Nine Months Ended June 28, 2025
	Class A Common Stock			Class V-1 Common Stock			Class V-3 Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Noncontrolling Interest		Total Equity (Deficit)
	Shares	Amount		Shares	Amount		Shares	Amount
Balance at September 28, 2024	104,689,377	$	13	76,965,386	$	7	404,309,196	$	40	$	1,523,692	$	(2,594)	$	(1,323,925)	$	192,897	$	390,130
Net loss	—	—		—	—		—	—		—		—		(13,314)		(58,569)		(71,883)
Issuance of common stock under stock plans, net of shares withheld for employee taxes	3,853,578	—		—	—		—	—		(3,012)		—		—		—		(3,012)
Issuance of common stock under employee stock purchase plan, net of shares withheld for employee taxes	206,664	—		—	—		—	—		3,231		—		—		—		3,231
Exchange of Class V-1 common stock	1,503,314	—		(753,314)	—		(750,000)	—		3,324		—		—		(3,324)		—
Cancellation of Class V-1 common stock	—	—		(196,901)	—		—	—		—		—		—		—		—
Distribution to Symbotic Holdings LLC partners	—	—		—	—		—	—		(6)		—		—		(1,176)		(1,182)
Stock-based compensation	—	—		—	—		—	—		23,381		—		—		103,214		126,595
Other comprehensive loss	—	—		—	—		—	—		—		(84)		—		(383)		(467)
Balance at June 28, 2025	110,252,933	$	13	76,015,171	$	7	403,559,196	$	40	$	1,550,610	$	(2,678)	$	(1,337,239)	$	232,659	$	443,412

Table of Contents

	Three Months Ended June 29, 2024
	Three Months Ended December 28, 2024
	Class A Common Stock			Class V-1 Common Stock			Class V-3 Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Noncontrolling Interest		Total Equity ~~(Deficit)~~
	Shares	Amount		Shares	Amount		Shares	Amount
Balance at March 30, 2024	101,195,288	$	12	78,432,388	$	8	404,334,196	$	40	$	1,521,489	$	(2,373)	$	(1,322,080)	$	196,547	$	393,643
Balance at September 28, 2024	104,689,377	$	13	76,965,386	$	7	404,309,196	$	40	$	1,522,894	$	(2,594)	$	(1,323,186)	$	192,954	$	390,128
Net loss	—	—		—	—		—	—		—		—		(43,~~681~~175)		(2213,~~043~~684)		(2616,~~724~~859)
Issuance of common stock under stock plans, net of shares withheld for employee taxes	~~933~~1,~~829~~652,671	—		—	—		—	—		—(3,012)		—		—		—		—(3,012)
Exchange of Class V-1 and V-3 common stock	~~967~~179,~~002~~867	—		(~~942~~179,~~002~~867)	—		~~(25,000)~~—	1—		~~(910)~~1,044		—		—		~~910~~(1,044)		1—
Distributions to Symbotic Holdings LLC partners	—	—		—	—		—	—		—		—		—		(48,100)		(48,100)
Cancellation of Class V-1 common stock	—	—		(196,901)	—		—	—		—		—		—		—		—
Stock-based compensation	—	—		—	—		—	—		5,290		—		—		24,161		29,451
Distributions to Symbotic Holdings LLC partners	—	—		—	—		—	—		—		—		—		(850)		(850)
Other comprehensive loss	—	—		—	—		—	—		—		(259)		—		(1,220)		(1,479)
Stock-based compensation	—	—		—	—		—	—		4,456		—		—		20,115		24,571
Balance at June 29, 2024	103,096,119	$	12	77,490,386	$	8	404,309,196	$	41	$	1,525,869	$	(2,632)	$	(1,326,761)	$	150,255	$	346,792
Other comprehensive loss	—	—		—	—		—	—		—		(102)		—		(461)		(563)
Balance at December 28, 2024	106,521,915	$	13	76,588,618	$	7	404,309,196	$	40	$	1,525,382	$	(2,696)	$	(1,326,361)	$	197,030	$	393,415

	Nine Months Ended June 29, 2024
	Class A Common Stock			Class V-1 Common Stock			Class V-3 Common Stock			Additional Paid-in Capital - Warrants		Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Noncontrolling Interest		Total Equity (Deficit)
	Shares	Amount		Shares	Amount		Shares	Amount
Balance at September 30, 2023	82,112,881	$	8	66,931,097	$	7	407,528,941	$	41	$	58,126	$	1,254,022	$	(1,687)	$	(1,310,435)	$	(2,798)	$	(2,716)
Net loss	—	—		—	—		—	—		—		—		—		(16,326)		(84,300)		(100,626)
Issuance of common stock under stock plans, net of shares withheld for employee taxes	5,849,738	1		—	—		—	—		—		(3,103)		—		—		(50)		(3,152)
Issuance of common stock under employee stock purchase plan, net of shares withheld for employee taxes	102,633	—		—	—		—	—		—		3,501		—		—		—		3,501
Exchange of Class V-1 and V-3 common stock	8,530,867	2		(5,311,122)	(2)		(3,219,745)	—		—		(1,064)		—		—		1,064		—
Issuance of common stock in connection with equity offering	6,500,000	1		—	—		—	—		—		257,985		—		—		—		257,986
Exercise of warrants	—	—		15,870,411	3		—	—		(58,126)		—		—		—		216,828		158,705
Distributions to Symbotic Holdings LLC partners	—	—		—	—		—	—		—		—		—		—		(48,100)		(48,100)
Stock-based compensation	—	—		—	—		—	—		—		14,528		—		—		72,449		86,977
Other comprehensive loss	—	—		—	—		—	—		—		—		(945)		—		(4,838)		(5,783)
Balance at June 29, 2024	103,096,119	$	12	77,490,386	$	8	404,309,196	$	41	$	—	$	1,525,869	$	(2,632)	$	(1,326,761)	$	150,255	$	346,792

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

Table of Contents

Symbotic Inc.

Unaudited Condensed Consolidated Statements of Cash Flows

(in thousands)

	For the Nine Months Ended
	For the Three Months Ended
	June 28, 2025		June 29, 2024
	December 27, 2025		December 28, 2024
Cash flows from operating activities:
Net loss	$	(71,883)	$	(100,626)
Net income (loss)	$	13,358	$	(16,859)
Adjustments to reconcile net loss to net cash provided by operating activities:
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	348,~~126~~704		176,~~048~~860
Loss from equity method investment	7,831		537
Amortization of leases	1,388		785
Foreign currency gains	(73)		(8)
Loss from equity method investment	5,799		1,564
Gain on investments	—		(10,084)
Foreign currency losses (gains)	27		(32)
Provision for excess and obsolete inventory	4,901		34,105
Gain on investments	—		—
Loss on disposal of assets	201		—
Provision for excess and obsolete inventory	4,832		688
Stock-based compensation	119,568		86,858
Loss on disposal of assets	—		201
Gain from strategic investment fair value adjustment	(4,481)		—
Stock-based compensation	45,941		24,603
Gain from strategic investment fair value adjustment	(1,661)		—
Changes in operating assets and liabilities:
Accounts receivable	6579,~~570~~090		~~(31~~67,~~295)~~376
Inventories	(3024,~~187~~122)		(3010,~~099~~425)
Prepaid expenses and other current assets	62(51,~~701~~726)		210,~~839~~826
Deferred expenses	23(7,~~582~~275)		(102,~~626~~164)
Other assets	~~(16~~2,~~928)~~335		(42,~~952~~643)
Accounts payable	40(23,~~544~~857)		1731,~~871~~145
Accrued expenses and other current liabilities	(78,~~613)~~718		4845,~~593~~540
Deferred revenue	~~117~~132,~~288~~244		1258,~~009~~336
Other liabilities	(82,~~888~~255)		9(10,~~136~~774)
Net cash provided by operating activities	~~336~~191,~~259~~540		41205,~~306~~027
Cash flows from investing activities:
Purchases of property and equipment and capitalization of internal use software development costs	(422,~~784~~052)		(237,~~007~~357)
Proceeds from maturities of marketable securities	—		340,000
Acquisitions of strategic investments	(38,528)		(17,992)
Purchases of marketable securities	—		(48,660)
Net cash used in investing activities	(40,580)		(25,349)
Acquisitions of strategic investments	(42,225)		(66,489)
Cash paid for business acquisitions	(200,000)		—
Net cash provided by (used in) investing activities	(285,009)		201,844
Cash flows from financing activities:
Payment for taxes related to net share settlement of stock-based compensation awards	~~(3,012)~~—		(3,~~181~~012)
Net proceeds from issuance of common stock under employee stock purchase plan	3,233		3,435
Proceeds from issuance of Class A common stock	424,368		—
Proceeds from issuance of Class A Common Stock	—		257,985
Distributions to or on behalf of Symbotic Holdings LLC partners	(1,222)		(850)
Proceeds from exercise of warrants	—		158,704
Net cash provided by (used in) financing activities	423,146		(3,862)
Distributions to or on behalf of Symbotic Holdings LLC partners	(1,175)		(47,654)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	8		(84)
Net cash provided by (used in) financing activities	(954)		369,289
Net increase in cash, cash equivalents, and restricted cash	574,114		175,732
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(10)		(25)
Cash, cash equivalents, and restricted cash — beginning of period	1,247,193		730,354
Net increase in cash, cash equivalents, and restricted cash	50,286		612,414
Cash, cash equivalents, and restricted cash — end of period	$	1,821,307	$	906,086

Table of Contents

Cash, cash equivalents, and restricted cash — beginning of period	730,354		260,918
Cash, cash equivalents, and restricted cash — end of period	$	780,640	$	873,332
Non-cash activities:
Operating lease right-of-use assets obtained in exchange for operating lease liabilities	$	~~7,988~~—	$	57,~~818~~988
Transfer of inventories to property and equipment	$	7,982	$	38,454
Transfer of equipment from inventories to property and equipment	$	—	$	7,982
Transfer of equipment from property and equipment to deferred expenses	$	58,070	$	—
Warrant associated with supplier agreement	$	—	$	12,308
Non-cash contribution to unconsolidated entity	$	6,942	$	—

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

Table of Contents

Symbotic Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

1. Organization and Operations

SVF Investment Corp. 3, formerly known as SVF Investment III Corp., (“SVF 3” and, after the ~~transactions~~Domestication as described below, “Symbotic” or the “Company”) was a blank check company incorporated as a Cayman Islands exempted company on December 11, 2020. SVF 3 was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. Warehouse Technologies LLC (“Legacy Warehouse”), a New Hampshire limited liability company, was formed in December 2006 to make investments in companies that develop new technologies to improve operating efficiencies in modern warehouses. Symbotic LLC, a technology company that develops and commercializes innovative technologies for use within warehouse operations, and Symbotic Group Holdings, ULC (“Symbotic Canada”) were wholly -owned subsidiaries of Legacy Warehouse. On December 12, 2021, (i) SVF 3 entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Legacy Warehouse, Symbotic Holdings LLC, a Delaware limited liability company (“Symbotic Holdings”), and Saturn Acquisition (DE) Corp., a Delaware corporation and wholly owned subsidiary of SVF 3 (“Merger Sub”), and (ii) Legacy Warehouse entered into an Agreement and Plan of Merger (the “Company Merger Agreement”) with Symbotic Holdings.

On June 7, 2022, as contemplated by the Company Merger Agreement, Legacy Warehouse merged with and into Symbotic Holdings (the “Company Reorganization”), with Symbotic Holdings surviving the merger (“Interim Symbotic”). Immediately following such merger, on June 7, 2022, as contemplated by the Merger Agreement, SVF 3 filed a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which SVF 3 was transferred by way of continuation from the Cayman Islands and domesticated as a Delaware corporation, changing its name to “Symbotic Inc.” (the “Domestication”). Immediately following the ~~domestication~~Domestication of SVF 3, on June 7, 2022, as contemplated by the Merger Agreement, Merger Sub merged with and into Interim Symbotic (the “Merger” and, together with the Company Reorganization, the “Business Combination”), with Interim Symbotic surviving the merger as a subsidiary of Symbotic (“New Symbotic Holdings”).

~~Symbotic~~The isBusiness Combination resulted in an ~~automation~~umbrella ~~technology~~partnership ~~company~~corporation ~~established~~(“Up-C”) tostructure, ~~develop~~which ~~technologies~~is tooften ~~improve~~used by partnerships and limited liability companies (operating ~~efficiencies~~as inpartnerships) ~~modern~~undertaking ~~warehouses~~an initial public offering. The ~~Company’s~~Up-C ~~vision~~structure isallowed toLegacy ~~make~~Warehouse ~~the~~equity ~~supply~~holders ~~chain~~(the ~~work~~“Legacy ~~better~~Warehouse ~~for~~Holders”) ~~everyone.~~to ~~The~~retain ~~Company~~their ~~does~~equity ~~this~~ownership byin ~~developing~~Symbotic ~~innovative~~Holdings, ~~comprehensive~~an ~~technology~~entity ~~solutions~~ that ~~dramatically~~is ~~improve~~classified ~~supply~~as ~~chain~~a ~~operations~~partnership for U.S. ~~The~~federal ~~Company~~income ~~currently~~tax ~~automates~~purposes, ~~the~~and ~~processing~~provides ofpotential ~~pallets,~~future ~~cases,~~tax ~~and~~benefits ~~eaches~~for inSymbotic ~~large~~when ~~warehouses~~the Legacy Warehouse Holders ultimately redeem their pass-through interests for ~~some~~shares of ~~the~~Class ~~largest~~A ~~retail~~Common ~~companies~~Stock in ~~the~~Symbotic ~~world~~Inc. ~~Its~~Under ~~systems~~the ~~enhance~~terms ~~operations~~of at the ~~front~~Tax ~~end~~Receivable ofAgreement ~~the~~(“TRA”), ~~supply~~85% ~~chain,~~of ~~and~~these ~~therefore~~potential ~~benefit~~future ~~all~~tax ~~supply~~benefits ~~partners~~realized ~~further~~by ~~down~~Symbotic ~~the~~Inc. ~~chain,~~as ~~irrespective~~a result of ~~fulfillment~~such ~~strategy.~~redemptions will be paid to certain Legacy Warehouse Holders (the “TRA Holders”).

Symbotic is an automation technology company established to develop technologies to improve operating efficiencies in modern warehouses. The Company’'s ~~headquarters~~vision ~~are~~is ~~located~~to inmake ~~Wilmington~~the supply chain work better for everyone. The Company does this by developing, ~~Massachusetts~~commercializing, and ~~its~~deploying ~~Canadian~~innovative ~~headquarters~~and ~~are~~comprehensive ~~located~~technology solutions that dramatically improve supply chain operations. The Company automates the processing of pallets, cases and individual items in ~~Montreal~~warehouses. Its systems enhance operations at the front end of the supply chain, ~~Quebec~~and therefore benefit all supply partners further down the chain, irrespective of fulfillment strategy.

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

Table of Contents

2. Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in U.S. dollars, in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Certain information and note disclosures normally included in the Company’s annual audited consolidated financial statements and accompanying notes prepared in accordance with GAAP have been condensed in, or omitted from, these interim financial statements. Accordingly, these unaudited condensed consolidated financial statements included herein should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto as of and for the year ended September 2827, ~~2024~~2025, which are included within the Company’s Annual Report on Form 10-K filed with the SEC on ~~December~~November 424, ~~2024~~2025. The September 2827, ~~2024~~2025 condensed consolidated balance sheet included herein is derived from the Company’s audited consolidated financial statements.

Amounts reported are computed based on thousands, except percentages, per share amounts, or as otherwise noted. As a result, certain totals may not sum due to rounding.

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries and majority-owned subsidiaries and reflect all adjustments (consisting solely of normal, recurring adjustments) which are, in the opinion of management, necessary for a fair statement of results for the interim periods presented. All intercompany balances and transactions have been eliminated in consolidation. The consolidated financial statements include 100% of the accounts of wholly owned and majority-owned subsidiaries and the ownership interest of the minority investor is recorded as a non-controlling interest in a subsidiary. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any future period or the entire fiscal year.

Table of Contents

The Company operates and reports using a 52-53 week fiscal year ending on the last Saturday of September of each calendar year. Each of the Company’s fiscal quarters end on the last Saturday of the third month of each quarter.

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses, and the amounts disclosed in the related notes to the consolidated financial statements. Actual results and outcomes may differ materially from management’s estimates, judgments, and assumptions. Significant estimates, judgments, and assumptions used in these financial statements include, but are not limited to, those related to revenue, useful lives and realizability of long-lived assets, accounting for income taxes and related valuation allowances, and stock-based compensation. Estimates are periodically reviewed in light of changes in circumstances, facts, and experience.

Significant Accounting Policies

The Company’s significant accounting policies are described in Note 2, Summary of Significant Accounting Policies, to the audited consolidated financial statements and related notes thereto as of and for the year ended September 2827, ~~2024~~2025. Except as noted below, there have been no material changes to the significant accounting policies during the three month period ended ~~June~~December 2827, 2025.

Business Acquisitions

The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair value of these identifiable assets and liabilities is recorded as goodwill. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the final determination of the fair value of assets acquired or liabilities assumed, any subsequent adjustments are recorded to the condensed consolidated statements of operations. Determining the fair value of the tangible assets acquired, liabilities assumed, and intangible assets requires management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, cash flows that an asset is expected to generate in the future, technology migration curves, discount rates, and useful lives. While the Company uses its best estimates and judgements, the estimates are inherently uncertain and subject to refinement. Acquisition-related transaction costs are expensed as incurred.

Goodwill

Goodwill represents the excess of cost over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. Goodwill is not subject to amortization but is monitored annually for impairment or more frequently if there are indicators of impairment. The Company considers the following potential indicators of impairment: significant underperformance relative to historical or projected future operating results, significant changes in the Company’s use of acquired assets or the strategy of the Company’s overall business, significant negative industry or economic trends and a significant decline in the Company’s stock price for a sustained period. The Company performs its annual impairment test on the first day of its fourth fiscal quarter. The Company’s goodwill is evaluated at the consolidated level as it has been determined there is one operating segment comprised of one reporting unit. The Company performs a quantitative or qualitative assessment, which compares the fair value of the reporting unit with its carrying value. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss is recognized. The Company will perform this assessment on the first day of the fourth fiscal quarter, or June 29, 2025.

Presentation of Restricted Cash

Restricted cash primarily consists of collateral required for a credit card processing program and a U.S. customs bond. The short-term or long-term classification is determined in accordance with the required amount of time the cash is to be held as collateral, which is short-term for less than 12 months, and long-term for greater than 12 months from the balance sheet date.

The following table summarizes the end-of-period cash and cash equivalents from the Company’s consolidated balance sheets and the total cash, cash equivalents, and restricted cash as presented on the accompanying consolidated statements of cash flows (in thousands):

Table of Contents

	Nine Months Ended
	Three Months Ended
	June 28, 2025		June 29, 2024
	December 27, 2025		December 28, 2024
Cash and cash equivalents	$	~~777~~1,~~576~~819,102	$	~~870~~903,~~469~~034
Restricted cash classified in:
Prepaid expenses and other current assets	~~870~~—		—870
Other long-term assets	2,~~194~~205		2,~~863~~182
Cash, cash equivalents, and restricted cash shown in the statements of cash flows	$	~~780~~1,~~640~~821,307	$	~~873~~906,~~332~~086

Volume of Business

The Company has concentration in the volume of purchases it conducts with its suppliers. For the three months ended ~~June~~December 2827, 2025, there ~~were two suppliers that accounted for greater than 10% of total purchases, and the aggregate purchases from these suppliers amounted to $96.1 million. For the nine months ended June 28, 2025, there~~ was one supplier that accounted for greater than 10% of total purchases, and the aggregate purchases from ~~that~~this supplier amounted to $~~151~~76.82 million. For the three months ended ~~June~~December 2928, 2024, there ~~was one supplier that accounted for greater than 10% of total purchases, and the aggregate purchases from that supplier amounted to $66.8 million. For the nine months ended June 29, 2024, there~~ were two suppliers that accounted for greater than 10% of total purchases, and the aggregate purchases from these suppliers amounted to $~~244~~87.51 million.

Recent Accounting Pronouncements

In ~~November~~December 2023, the ~~Financial Accounting Standards Board (“~~FASB”) issued ~~Accounting Standards Update (“~~ASU”) 2023-0709, “~~Segment~~Income ~~Reporting~~Taxes (Topic ~~280~~740): Improvements to ~~Reportable~~Income ~~Segment~~Tax Disclosures” (“ASU 2023-0709”). ASU 2023-0709 ~~enhances~~requires ~~segment~~public ~~reporting~~entities, ~~under~~on ~~Topic~~an ~~280~~annual bybasis, ~~expanding~~to ~~the~~provide: ~~breadth~~a ~~and~~tabular ~~frequency~~rate ofreconciliation ~~segment~~(using ~~disclosures.~~both ~~ASU~~percentages ~~2023-07~~and ~~requires~~reporting ~~disclosure~~currency amounts) of ~~significant~~(1) ~~expenses~~the ~~that~~reported ~~are~~income ~~regularly~~tax ~~provided~~expense (or benefit) from continuing operations, to an(2) ~~entity’s~~the ~~chief~~product ~~operating~~of ~~decision~~the ~~maker~~income (~~“CODM”~~or loss) ~~and~~from ~~included~~continuing inoperations before income taxes and the ~~reported~~applicable ~~measure~~statutory federal (snational) income tax rate of athe ~~segment’s~~jurisdiction ~~profit~~(country) orof ~~loss.~~domicile ~~When~~using ~~applying~~specific ~~this~~categories, and separate disclosure ~~requirement,~~for anany ~~entity~~reconciling ~~identifies~~items ~~the~~within ~~segment~~certain ~~expenses~~categories that are ~~regularly~~equal ~~provided~~ to ~~the CODM~~ or ~~easily~~greater ~~computable~~than ~~from~~a ~~information~~specified ~~that~~quantitative isthreshold. ~~regularly~~For ~~provided~~each toannual ~~the~~period ~~CODM.~~presented, ~~Entities~~ASU ~~are~~2023-09 also ~~required~~requires all reporting entities to disclose ~~other~~the ~~segment~~year-to-date ~~items,~~amount ~~i.e.,~~of ~~the~~income ~~difference~~taxes ~~between~~paid ~~reported~~(net ~~segment~~of ~~revenue~~refunds ~~less~~received) ~~the~~disaggregated ~~significant~~by ~~segment~~federal ~~expenses~~(national), state, and ~~the~~foreign. ~~reported~~It ~~measure(s)~~also ofrequires aadditional ~~segment’s~~disaggregated ~~profit~~information oron ~~loss.~~income ~~ASU~~taxes ~~2023-07~~paid ~~also~~(net ~~clarifies~~of ~~that~~refunds ~~single~~received) ~~reportable~~to ~~segment~~an ~~entities~~individual ~~are~~jurisdiction ~~subject~~equal to ~~Topic~~or ~~280~~greater inthan ~~its~~5% ~~entirety~~of total income taxes paid (net of refunds received). ASU 2023-0709 is effective for public entities for fiscal years beginning after December 15, ~~2023,~~2024. ~~and~~ASU ~~interim~~2023-09 ~~periods~~is into ~~fiscal~~be ~~years~~applied ~~beginning~~on ~~after~~a ~~December~~prospective ~~15,~~basis ~~2024.~~with ~~The~~the ~~amendments~~option into ~~ASU~~apply ~~2023-07~~the ~~should~~standard ~~be adopted~~ retrospectively ~~unless impracticable~~. Early adoption is permitted. The ~~disclosures~~Company ~~required~~will byadopt ~~ASU~~this ~~2023-07~~standard ~~are~~and ~~not~~disclose ~~expected~~any toimpact ~~have~~from athis ~~material~~standard ~~effect~~in onits ~~the~~fiscal ~~Company’s~~year 2026 consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 requires public entities, on an annual basis, to provide: a tabular rate reconciliation (using both percentages and reporting currency amounts) of (1) the reported income tax expense (or benefit) from continuing operations, to (2) the product of the income (or loss) from continuing operations before income taxes and the applicable statutory federal (national) income tax rate of the jurisdiction (country) of domicile using specific categories, and separate disclosure for any reconciling items within certain categories that are equal to or greater than a specified quantitative threshold. For each annual period presented, ASU 2023-09 also requires all reporting entities to disclose the year-to-date amount of income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign. It also requires additional disaggregated information on income taxes paid (net of refunds received) to an individual jurisdiction equal to or greater than 5% of total income taxes paid (net of refunds received). ASU 2023-09 is effective for public entities for fiscal years beginning after December 15, 2024. ASU 2023-09 is to be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The Company is currently evaluating the impact that ASU 2023-09 will have on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40) - Disaggregation of Income Statement Expenses” (“ASU 2024-03”), which requires additional disclosure about specified categories of expenses included in relevant expense captions presented on the income statement. The amendments are effective for annual periods beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either prospectively or retrospectively. The Company is currently evaluating the impact that ASU 2024-03 will have on its disclosures.

Table of Contents

The Company considers the applicability and impact of all ASUs issued by the FASB. There are no other accounting pronouncements which have been issued but are not yet effective that would have a material impact on the consolidated financial statements when adopted.

Recent Legislation

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law in the United States. Key provisions of the OBBBA include permanent extension of once-temporary provisions of the Tax Cuts and Jobs Act of 2017 ~~(TCJA)~~, along with the introduction of other significant changes that may impact the Company. The legislation has multiple effective dates, with certain provisions effective in the Company’s fiscal year 2025 and others implemented through the Company’s fiscal year 2028. The Company iscontinues ~~currently~~to ~~evaluating~~evaluate the impact of the OBBBA onand has included the impact of changes in the law that were effective during its fiscal year 2025 in the results of its consolidated financial statements.

Change in Accounting Principle - Stock-Based Compensation

In the first quarter of fiscal year 2026, the Company changed its stock-based compensation policy for recognizing expense for graded vesting awards with only service conditions from the accelerated attribution method to the straight-line attribution method. In connection with the Business Combination in June 2022, the Company granted restricted stock unit

Table of Contents

(“RSU”) awards with accelerated vesting terms. As those initial RSU awards with accelerated vesting terms have fully vested since the Business Combination, the Company believes the straight-line attribution method for stock-based compensation expense for awards solely subject to time-based vesting conditions is the preferable accounting policy in accordance with Accounting Standards Codification (“ASC”) Topic 718, Compensation - Stock Compensation, because it more accurately reflects how the Company’s ongoing equity awards are earned over the service period and is the predominant method used in its industry. The Company applied the change retrospectively adjusting all periods presented and recorded a cumulative effect adjustment to additional paid-in capital, prepaid expenses and other current assets, and accumulated deficit as of September 28, 2025, resulting in a decrease to additional paid-in capital of $44.1 million, a decrease in GreenBox Systems LLC, which is now doing business as Exol (“Exol”) accounts receivable due from the shared services agreement of $5.5 million and a decrease to accumulated deficit of $38.6 million before giving effect to the impact to the noncontrolling interest. For the year ended September 28, 2024, the cumulative effect of the change in accounting principle on additional paid-in capital and accumulated deficit was an increase to additional paid-in capital of $0.8 million and a decrease to accumulated deficit of $0.7 million.

The following tables present the effect of the change in accounting policy and the impact on the Company’s unaudited condensed consolidated financial statements and the consolidated financial statements for the periods presented (in thousands, except per share data):


	As of December 27, 2025
	As Computed Under Accelerated Attribution Method		As Computed Under Straight-line Attribution Method		Effect of Change
Prepaid expenses and other current assets	$	72,610	$	70,393	$	(2,217)
Additional paid-in capital	1,999,954		1,997,587		(2,367)
Accumulated deficit	(1,332,993)		(1,331,181)		1,812
Noncontrolling interest	$	298,099	$	296,437	$	(1,662)


	As of September 27, 2025
	As Computed Under Accelerated Attribution Method		As Computed Under Straight-line Attribution Method		Effect of Change
Prepaid expenses and other current assets	$	92,050	$	86,582	$	(5,468)
Additional paid-in capital	$	1,564,815	$	1,556,611	$	(8,204)
Accumulated deficit	(1,340,862)		(1,333,783)		7,079
Noncontrolling interest	$	261,895	$	257,552	$	(4,343)

Table of Contents


	For the Three Months Ended
	December 27, 2025
	As Computed Under Accelerated Attribution Method		As Computed Under Straight-line Attribution Method		Effect of Change
Systems cost of revenue	$	472,624	$	469,873	$	(2,751)
Software maintenance and support cost of revenue	3,061		2,954		(107)
Operation services cost of revenue	23,781		23,734		(47)
Total cost of revenue	499,466		496,561		(2,905)
Gross profit	130,519		133,424		2,905
Research and development expenses	43,770		43,006		(764)
Selling, general, and administrative expenses	86,853		81,219		(5,634)
Total operating expenses	133,296		126,898		(6,398)
Operating income	(2,777)		6,526		9,303
Income before income tax and equity method investment	10,469		19,772		9,303
Income tax expense	(615)		(615)		—
Net income	4,055		13,358		9,303
Net income attributable to noncontrolling interests	3,266		10,756		7,490
Net income attributable to common stockholders	$	789	$	2,602	$	1,813

Income per share of Class A Common Stock:
Basic and Diluted	$	0.01	$	0.02	$	0.01

Table of Contents


	For the Three Months Ended
	December 28, 2024
	As Computed Under Accelerated Attribution Method		As Computed Under Straight-line Attribution Method		Effect of Change
Systems cost of revenue	$	381,819	$	380,990	$	(829)
Software maintenance and support cost of revenue	1,884		1,858		(26)
Operation services cost of revenue	22,951		22,829		(122)
Total cost of revenue	406,654		405,677		(977)
Gross profit	80,039		81,016		977
Research and development expenses	43,592		43,279		(313)
Selling, general, and administrative expenses	61,076		60,705		(371)
Total operating expenses	104,668		103,984		(684)
Operating loss	(24,629)		(22,968)		1,661
Loss before income tax and equity method investment	(16,806)		(15,145)		1,661
Income tax expense	(150)		(150)		—
Net loss	(18,520)		(16,859)		1,661
Net loss attributable to noncontrolling interests	(15,044)		(13,684)		1,360
Net loss attributable to common stockholders	$	(3,476)	$	(3,175)	$	301

Loss per share of Class A Common Stock:
Basic and Diluted	$	(0.03)	$	(0.03)	$	—

Table of Contents


	For the Three Months Ended
	December 27, 2025
	As Computed Under Accelerated Attribution Method		As Computed Under Straight-line Attribution Method		Effect of Change
Cash flows from operating activities:
Net income	$	4,055	$	13,358	$	9,303
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	8,704		8,704		—
Amortization of leases	1,388		1,388		—
Loss on equity method investment	5,799		5,799		—
Foreign currency losses	27		27		—
Provision for excess and obsolete inventory	4,832		4,832		—
Stock-based compensation	57,461		45,941		(11,520)
Gain from strategic investment fair value adjustment	(1,661)		(1,661)		—
Changes in operating assets and liabilities:
Accounts receivable	79,090		79,090		—
Inventories	(24,122)		(24,122)		—
Prepaid expenses and other current assets	(53,943)		(51,726)		2,217
Deferred expenses	(7,275)		(7,275)		—
Other assets	2,335		2,335		—
Accounts payable	(23,857)		(23,857)		—
Accrued expenses and other current liabilities	8,718		8,718		—
Deferred revenue	132,244		132,244		—
Other liabilities	(2,255)		(2,255)		—
Net cash provided by operating activities	$	191,540	$	191,540	$	—

Table of Contents


	For the Three Months Ended
	December 28, 2024
	As Computed Under Accelerated Attribution Method		As Computed Under Straight-line Attribution Method		Effect of Change
Cash flows from operating activities:
Net loss	$	(18,520)	$	(16,859)	$	1,661
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	6,860		6,860		—
Amortization of leases	785		785		—
Loss on equity method investment	1,564		1,564		—
Foreign currency (gains) losses	(32)		(32)		—
Loss on disposal of assets	201		201		—
Provision for excess and obsolete inventory	688		688		—
Stock-based compensation	26,773		24,603		(2,170)
Changes in operating assets and liabilities:
Accounts receivable	67,376		67,376		—
Inventories	(10,425)		(10,425)		—
Prepaid expenses and other current assets	10,317		10,826		509
Deferred expenses	(2,164)		(2,164)		—
Other assets	(2,643)		(2,643)		—
Accounts payable	31,145		31,145		—
Accrued expenses and other current liabilities	45,540		45,540		—
Deferred revenue	58,336		58,336		—
Other liabilities	(10,774)		(10,774)		—
Net cash provided by operating activities	$	205,027	$	205,027	$	—

3. Noncontrolling Interests

Noncontrolling interests represent the portion of net assets in consolidated entities that are not owned by the Company.

The following table summarizes the ownership of the stock of the Company for the three months ended ~~June~~December 2827, 2025.

	Class A Common Stock	Class V-1 and Class V-3 Common Stock	Total	Class A Common Stock		Class V-1 and Class V-3 Common Stock		Total
Balance at March 29, 2025	108,380,772	480,532,521	588,913,293
Balance at September 27, 2025	112,635,932	478,252,507	590,888,439
Issuances	~~914~~8,~~007~~878,719	—	~~914~~8,~~007~~878,719
Exchanges	~~958~~1,~~154~~711,103	(~~958~~1,~~154~~711,103)	—
Balance at June 28, 2025	110,252,933	479,574,367	589,827,300	18.7	%	81.3	%	100	%
Balance at December 27, 2025	123,225,754	476,541,404	599,767,158	20.5	%	79.5	%	100	%

~~The following table summarizes the ownership of the stock of the Company for the nine months ended June 28, 2025.~~16

	Class A Common Stock	Class V-1 and Class V-3 Common Stock	Total	Class A Common Stock		Class V-1 and Class V-3 Common Stock		Total
Balance at September 28, 2024	104,689,377	481,274,582	585,963,959
Issuances	4,060,242	—	4,060,242
Exchanges	1,503,314	(1,503,314)	—
Cancellations	—	(196,901)	(196,901)
Balance at June 28, 2025	110,252,933	479,574,367	589,827,300	18.7	%	81.3	%	100	%

Table of Contents

The following table summarizes the ownership of the stock of the Company for the three months ended December 28, 2024.


	Class A Common Stock	Class V-1 and Class V-3 Common Stock	Total	Class A Common Stock		Class V-1 and Class V-3 Common Stock		Total
Balance at September 28, 2024	104,689,377	481,274,582	585,963,959
Issuances	1,652,671	—	1,652,671
Exchanges	179,867	(179,867)	—
Cancellations	—	(196,901)	(196,901)
Balance at December 28, 2024	106,521,915	480,897,814	587,419,729	18.1	%	81.9	%	100	%

4. Revenue

The Company generates revenue through its design and installation of supply chain automation systems (the “System”) to automate customers’ depalletizing, storage, selection, and palletization warehousing processes. The System has both a hardware component and an essential software component that enables the System to be programmed to operate within specific customer environments. The Company enters into contracts with customers that can include various combinations of services to design and install the System. These services are generally distinct and accounted for as separate performance obligations. As a result, each customer contract may contain multiple performance obligations. The Company determines 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 the Company’s commitment to provide the goods or services to the customer is separately identifiable from other obligations in the contract.

12The Company recognizes revenue upon transfer of control of promised goods or services in a contract with a customer, generally as title and risk of loss pass to the customer, in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. The Company considers the contractual consideration payable by the customer and assesses variable consideration that may affect the total transaction price, including contractual discounts, changes in total System contract cost estimates, contract incentive payments, shipping fees, inflation adjustments, and other sources of variable consideration, when determining the transaction price of each contract. The Company accounts for all consideration payable to a customer as a reduction of revenue. Consideration payable to a customer may include cash amounts that the Company is obligated to pay or expects to pay a customer, as well as credits or other items that can be applied against amounts owed to the Company from the customer. Variable consideration revenue is recognized only to the extent that it is probable that a significant reversal of revenue will not occur and when collection is considered probable. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined its contracts do not include a significant financing component. Taxes collected from customers, which are subsequently remitted to governmental authorities, are excluded from revenue. Shipping and handling costs billed to customers are included in revenue and the related costs are included in cost of revenue when incurred. The Company presents amounts collected from customers for sales and other taxes net of the related amounts remitted.

Table of Contents

The Company recognizes revenue upon transfer of control of promised goods or services in a contract with a customer, generally as title and risk of loss pass to the customer, in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. Revenue is recognized only to the extent that it is probable that a significant reversal of revenue will not occur and when collection is considered probable. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined its contracts do not include a significant financing component. Taxes collected from customers, which are subsequently remitted to governmental authorities, are excluded from revenue. Shipping and handling costs billed to customers are included in revenue and the related costs are included in cost of revenue when incurred. The Company presents amounts collected from customers for sales and other taxes net of the related amounts remitted.

The design, assembly, and installation of a System includes substantive customer-specified acceptance criteria that allow the customer to accept or reject Systems that do not meet the customer’s specifications. When the Company cannot objectively determine that acceptance criteria will be met upon contract inception, revenue relating to Systems is deferred and recognized at a point in time upon final acceptance from the customer. If acceptance can be reasonably certain upon contract inception, revenue is recognized over time based on an input method, using a cost-to-cost measure of progress. Under this method, revenue is recorded based on the ratio of costs incurred over total estimated contract costs. This method provides a faithful depiction of the transfer of the System to the customer because the costs incurred represent the Company’s inputs towards satisfying the performance obligation.

Disaggregation of Revenue

The Company provides disaggregation of revenue based on product and service type on the condensed consolidated statements of operations as it believes these categories best depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.

Table of Contents

Contract Balances

The following table provides information about accounts receivable, unbilled accounts receivable, and contract liabilities from contracts with customers (in thousands):

	June 28, 2025		September 28, 2024
	December 27, 2025		September 27, 2025
Accounts receivable	$	~~136~~107,~~237~~631	$	~~201~~186,~~548~~705
Unbilled accounts receivable	$	~~236~~249,~~433~~589	$	~~218~~181,~~233~~658
Contract liabilities	$	~~923~~1,~~141~~499,497	$	~~805~~1,~~547~~367,244

The change in the opening and closing balances of the Company’s accounts receivable primarily results from the increase in customer System ~~Deployments~~implementations in the current fiscal year as well as the timing of when customer payments are due. The change in the opening and closing balances of the Company’s unbilled accounts receivable and contract liabilities primarily results from the timing difference between the Company’s performance and customer payments. The Company’s performance obligations are typically satisfied over time as work is performed. Payment from customers can vary, and is often received in advance of satisfaction of the performance obligations, resulting in a contract liability balance. ~~During~~When ~~the~~satisfaction ~~nine~~of ~~months ended June 28, 2025,~~ the ~~Company~~performance ~~recognized~~obligations ~~$567.9~~occurs ~~million~~in advance of ~~the~~invoicing ~~contract~~or ~~liability~~payment ~~balance~~being ~~at September 28~~received, ~~2024,~~an asunbilled ~~revenue~~accounts ~~upon~~receivable ~~transfer~~is ~~of the products or services to customers~~generated. During the ~~nine~~three months ended ~~June~~December 2927, ~~2024~~2025, the Company recognized $~~668~~408.62 million of the contract liability balance at September 3027, ~~2023~~2025, as revenue upon transfer of the products or services to customers.

Table of Contents

Remaining Performance Obligations

Remaining performance obligations represent the aggregate amount of the transaction price allocated to performance obligations not delivered, or partially undelivered, at the end of the reporting period. Remaining performance obligations include deferred revenue plus unbilled amounts not yet recorded in deferred revenue. Remaining performance obligation estimates are subject to change and are affected by several factors, including terminations, changes in scope of contracts, periodic revalidation, adjustments for revenue that have not materialized, adjustments for inflation, and adjustments for currency. The definition of remaining performance obligations excludes those contracts that provide the customer with the right to cancel or terminate the contract without incurring a substantial penalty ~~as well as operation services contracts~~. For contracts with a duration of greater than one year, the transaction price allocated to performance obligations that are unsatisfied as of ~~June~~December 2827, 2025 was $22.43 billion, which is primarily comprised of undelivered or partially undelivered Systems under contract, and which a substantial majority relates to undelivered or partially undelivered Systems in connection with the Master Automation Agreement (“MAA”) with Walmart Inc. (“Walmart”) to implement Systems in all of Walmart’s 42 regional distribution centers (“2025 Walmart MAA”), and in connection with the Commercial Agreement with ~~GreenBox~~Exol, ~~Systems LLC (“GreenBox”)~~ under which Symbotic will implement its System into ~~GreenBox~~Exol distribution center locations. As the Company accounts for ~~GreenBox~~Exol as an equity method investment, the remaining performance obligation includes the Company’s proportionate share of unconsolidated variable interest entity contracts. In ~~the second quarter of fiscal year 2025~~addition, ~~Symbotic LLC entered into a Master Automation Agreement (“2025 MAA”), which sets forth~~ the ~~terms~~contingent ~~and~~promise ~~conditions~~to ~~governing~~purchase ~~the~~400 ~~development,~~automated ~~manufacture,~~systems ~~and~~for ~~installation~~online ~~of accelerated~~ pickup and delivery ~~systems~~at ~~(“APDs”) by Symbotic LLC for~~ Walmart. ~~The~~stores ~~2025~~under ~~MAA provides for a commitment, subject to~~ the ~~satisfaction~~2025 ~~of defined system performance metrics of the APDs, from~~ Walmart toMAA ~~purchase 400 APDs, which~~ could increase the Company’s future remaining performance obligation by more than $5.0 billion. The Company expects to recognize approximately 1113% of its remaining performance obligations as revenue in the next 12 months, approximately 5662% of its remaining performance obligations as revenue within the following 13 to 60 months, and the remaining thereafter, which is dependent on the timing of System installation timelines. The Company does not disclose the value of remaining performance obligations for contracts with an original expected duration of one year or less or for performance obligations where revenue is recognized under the right to invoice practical expedient.

Significant Customers

For the three ~~and nine~~ months ended ~~June~~December 2827, 2025 and ~~June~~December 2928, 2024, there was one customer, including all affiliates, subsidiaries, and consolidated entities, that individually accounted for 10% or more of total revenue. The following table represents this customer’s aggregate percent of total revenue.

Three Months Ended

~~Nine Months Ended~~

June 28, 2025

June 29, 2024

June 28, 2025

June 29, 2024

December 27, 2025

December 28, 2024

Customer A

8385.86

8986.61

~~85.1~~

~~86.0~~

At June 28, 2025, three customers accounted for over 10% of the Company’s accounts receivable balance, and one customer accounted for over 10% of the Company’s accounts receivable balance at September 28, 2024. The following table represents these customers’ aggregate percent of total accounts receivable. The symbol “n/a” indicates that such customer’s accounts receivable balance at the period indicated within the table did not exceed 10% of the Company’s accounts receivable balance. 18

	June 28, 2025		September 28, 2024
Customer A	38.5	%	92.8	%
Customer B	37.7	%	n/a
Customer C	12.7	%	n/a
Aggregate Percent of Total Accounts Receivable	88.9	%	92.8	%

The concentration in the volume of business transacted with these customers may lead to a material impact on the Company’s results from operations if a total or partial loss of the business relationship were to occur. As of the date of the issuance of these financial statements, the Company is not aware of any specific event or circumstance which would result in a material adverse impact to its results of operations or liquidity and financial condition.

Table of Contents

At December 27, 2025, three customers accounted for over 10% of the Company’s accounts receivable balance. At September 27, 2025, one customer accounted for over 10% of the Company’s accounts receivable balance. The following table represents these customers’ aggregate percent of total accounts receivable. The symbol “n/a” indicates that such customer’s accounts receivable balance at the period indicated within the table did not exceed 10% of the Company’s accounts receivable balance.


	December 27, 2025		September 27, 2025
Customer A	25.6	%	75.8	%
Customer B	41.4	%	n/a
Customer C	16.7	%	n/a

5. Leases

The Company leases office space in Wilmington, MAMassachusetts, Montreal, QCCanada, Plant City, FLFlorida, Andover, MAMassachusetts, Milpitas, California, Coppell, Texas, and ~~Milpitas~~Ho Chi Minh City, CAVietnam through operating lease arrangements. The Company has no finance lease agreements. The operating lease arrangements expire at various dates through December 2030.

The following table presents the balance sheet location of the Company’s operating leases for each of the periods presented (in thousands):

	June 28, 2025		September 28, 2024
	December 27, 2025		September 27, 2025
ROU assets:
Other assets	$	2322,~~413~~082	$	1523,~~257~~469
Lease Liabilities:
Accrued expenses and other current liabilities	$	58,~~063~~069	$	17,~~647~~722
Other liabilities	2221,~~505~~951		1623,~~076~~958
Total lease liabilities	$	2730,~~568~~020	$	1731,~~723~~680

The following table presents maturities of the Company’s operating lease liabilities as of ~~June~~December 2827, 2025, presented under ~~Accounting Standards Codification (“~~ASC”) Topic 842, Leases (in thousands):

	June 28, 2025
	December 27, 2025
Remaining fiscal year 2025	$	1,416
Remaining fiscal year 2026	$	7,525
Fiscal year 2026	7,166
Fiscal year 2027	9,395
Fiscal year 2027	6,876
Fiscal year 2028	5,595
Fiscal year 2028	5,299
Fiscal year 2029	5,473
Fiscal year 2029 and thereafter	12,572
Fiscal year 2030 and thereafter	7,099
Total future minimum payments	$	3335,~~329~~087
Less: Implied interest	(5,~~761~~067)
Total lease liabilities	$	2730,~~568~~020

The Company uses its estimated incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of operating lease payments. To determine the estimated incremental borrowing rate, the Company uses publicly available credit ratings for peer companies. The Company estimates the incremental borrowing rate using yields for maturities that are in line with the duration of the lease payments. The weighted average discount rate for operating leases as of ~~June~~December 2827, 2025 was 7.65%.

As of June 28, 2025, the weighted-average remaining lease term of the Company’s operating leases was approximately 4.9 years. Operating cash flows for amounts included in the measurement of the Company’s operating lease liabilities were $2.2 million for the nine months ended June 28, 2025. 19

6. Inventories

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

	June 28, 2025		September 28, 2024
Raw materials and components	$	123,673	$	72,279
Work in process	—		4,538
Finished goods	15,228		29,319
Total inventories	$	138,901	$	106,136

Table of Contents

As of December 27, 2025, the weighted-average remaining lease term of the Company’s operating leases was approximately 2.6 years. Operating cash flows for amounts included in the measurement of the Company’s operating lease liabilities were $1.7 million for the three months ended December 27, 2025.

6. Inventories

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


	December 27, 2025		September 27, 2025
Raw materials and components	$	127,133	$	133,989
Finished goods	56,547		30,401
Total inventories	$	183,680	$	164,390

7. Property and Equipment

Property and equipment at ~~June~~December 2827, 2025 and September 2827, ~~2024~~2025 consists of the following (in thousands):

	June 28, 2025		September 28, 2024
	December 27, 2025		September 27, 2025
Computer equipment and software, furniture and fixtures, test equipment, and other equipment	$	~~102~~153,~~508~~836	$	~~114~~151,~~515~~729
Internal use software	65,~~290~~053		75,~~141~~590
Leasehold improvements	1012,~~574~~068		910,~~576~~641
Total property and equipment	~~119~~170,~~372~~957		~~131~~167,~~232~~960
Less accumulated depreciation	(4655,~~359~~257)		(3450,~~123~~311)
Property and equipment, net	$	73115,~~013~~700	$	97117,~~109~~649

For the three ~~and nine~~ months ended ~~June~~December 2827, 2025, ~~depreciation expense was $7.1 million~~ and ~~$20.3 million, respectively. For the three and nine months ended June~~December 2928, 2024, depreciation expense was $4.89 million and $9.6.2 million, respectively.

8. Business Acquisitions

~~Business~~An immaterial amount of business acquisition-related costs were incurred during the three ~~and nine~~ months ended ~~June~~December 2827, 2025 ~~were $0~~.4 ~~million and $7.5 million, respectively, and are included in general and administrative expenses in the interim condensed consolidated statements of operations.~~ Separate financial results and pro forma financial information for ASR (defined below) have not been presented as the effect of this acquisition was not material to the Company’s financial results.

Advanced Systems & Robotics Inc.

On January 27, 2025, the Company acquired all of the outstanding equity interests of Walmart’s Advanced Systems & Robotics Inc. (“ASR”) for $200.0 million in cash (the “ASR Acquisition) pursuant to a Purchase and Sale Agreement with Walmart (the “ASR Purchase Agreement”). The ASR Acquisition is intended to expand the long-standing relationship between Walmart and the Company with the aim of developing an integrated automated supply chain, which is expected to broaden the Company’s product offering beyond the traditional warehouse to eCommerce settings for last mile delivery. As of ~~June~~December 2827, 2025, the purchase price allocation is preliminary, pending finalization of valuations and the impact of income taxes. There were no measurement period adjustments during the three months ended December 27, 2025.

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

Total purchase consideration	$	200,000
Allocation of the purchase consideration:
Inventories	14,702
Prepaid expenses and other current assets	36,189
Property and equipment, net	4,261
Intangible assets	78,000
Other assets	47,223
Total assets acquired	180,375
Accrued expenses and other current assets	38,298
Other liabilities	2,611
Total liabilities assumed	40,909
Identifiable net assets acquired	139,466
Goodwill	60,534
Total purchase price allocation	$	200,000

In the quarter ended June 28, 2025, the Company recorded a $45.0 million contract asset related to consideration payable to a customer under the 2025 MAA as part of the allocation of purchase price, which will be amortized as a reduction of

Table of Contents

future revenues under the 2025 MAA. The change in the intangible asset value from the period ended March 29, 2025, to the period ended June 28, 2025, is attributable to finalization of the valuation of acquired intangible assets.


Total purchase price	$	200,000
Consideration payable to customer	(45,000)
Employee cost reimbursement asset	(13,169)
Purchase price - business combination	$	141,831

Allocation of the purchase price - business combination
Inventories	$	13,749
Prepaid expenses and other current assets	24,634
Property and equipment, net	4,261
Intangible assets	78,000
Other assets	2,223
Total assets acquired	122,867
Accrued expenses and other current assets	38,296
Other liabilities	2,611
Total liabilities assumed	40,907
Identifiable net assets acquired	81,960
Goodwill	59,871
Total purchase price allocation	$	141,831

The value of the goodwill can be attributed to a number of business factors, including a trained technical workforce, and revenue and cost synergies expected to be realized. The Company expects that most of the goodwill related to the ASR Acquisition will not be deductible for tax purposes.

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

The Company applied the multi-period excess earnings method to estimate the fair value of the intangible asset. The total weighted average amortization period for the developed technology intangible asset acquired from Walmart is 7 years. The intangible asset began amortization on the date of acquisition and is amortized on a straight-line basis over its useful life.

9. Intangible Assets and Goodwill

In connection with asset acquisitions in fiscal year 2024 and 2025, and the ASR Acquisition in January 2025, the Company acquired developed technology intangible assets. The intangible assets will be amortized over a useful life of 3 to 7 years on a straight-line basis. The estimated weighted average useful life of the intangible assets is 6.5 years.

The following table presents acquired intangible assets that are subject to amortization as of ~~June~~December 2827, 2025 (in thousands). There were no acquired intangible assets that are subject to amortization as of ~~June~~December 2928, 2024.

		June 28, 2025
		December 27, 2025
	Weighted Average Remaining Useful Life (in Years)	Gross Carrying Amount		Accumulated Amortization		Net Book Value
Developed technology	6.5	$	89,943	$	(714,~~022~~567)	$	8275,~~921~~376
Total		$	89,943	$	(714,~~022~~567)	$	8275,~~921~~376

For the three ~~and nine~~ months ended ~~June~~December 2827, 2025 and December 28, 2024, amortization expense was $53.98 million and $100.7 million, respectively.

Table of Contents

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

	Developed Technology
Remaining fiscal year 2025	$	3,772
Remaining fiscal year 2026	$	11,317
Fiscal year 2026	15,089
Fiscal year 2027	15,089
Fiscal year 2028	12,016
Fiscal year 2029 and thereafter	36,955
Fiscal year 2029	11,108
Total	$	82,921
Fiscal year 2030 and thereafter	25,846
Total	$	75,376

The carrying amount of goodwill at ~~June~~December 2827, 2025 was $6059.59 million. As a result of the ASR Acquisition, the Company recorded $6059.59 million of goodwill. Prior to the ASR Acquisition, the Company did not have goodwill on its consolidated balance sheets. The change in the carrying amount of goodwill from $68.7 million at March 29, 2025, to $60.5 million at June 28, 2025, results from updates made to the preliminary purchase price allocation, further described in Note 8, Business Acquisitions. No other changes to the carrying amount of goodwill were noted for the nine months ended June 28, 2025. The Company tests goodwill for impairment at least annually. Through the date the interim condensed consolidated financial statements were issued, no triggering events have occurred that would indicate that a potential impairment exists.

10. Restructuring Charges

During the third quarter of fiscal year 2025, management committed to a reduction of the Company’s workforce by approximately 325 employees primarily related to employees that joined the Company’s workforce in connection with the ASR Acquisition. ~~The~~This workforce reduction was substantially completed by December 27, 2025. In the first quarter of fiscal year 2026, management committed to a reduction of the Company’s ~~expects~~workforce by approximately 115 employees across the organization to align resource investment to business needs. This workforce reduction ~~will~~is expected to be substantially completed byin the ~~end~~second ~~of the first~~ quarter of fiscal year 2026. The costs incurred related to employee severance are recorded as a liability when it is probable that employees will be entitled to termination benefits and the amounts can be reasonably estimated. The liability related to these charges is included in accrued expenses and other current liabilities in the Company’s condensed consolidated balance sheets. As the ASR Purchase Agreement contemplated reimbursement for certain types of restructuring costs, a receivable was recorded as part of purchase accounting, which is included within prepaid expenses and other current assets in the purchase price allocation in Note 8, Business Acquisitions.

17The following table presents the activity related to the Company’s severance liability as of December 27, 2025 (in thousands).

Table of Contents


	December 27, 2025
Severance liability at September 27, 2025	$	1,039
Severance charges	2,813
Cash paid and other	(264)
Severance liability at December 27, 2025	$	3,588

~~these~~The ~~charges~~Company isdid ~~included~~not inhave ~~accrued~~material ~~expenses~~severance ~~and~~activity ~~other~~for ~~current liabilities in~~ the ~~Company’s~~three ~~condensed~~months ~~consolidated~~ended ~~balance~~December 28, ~~sheets~~2024. AsFor the ~~ASR~~three ~~Purchase~~months ~~Agreement~~ended ~~contemplated~~December 27, ~~reimbursement for certain types of restructuring costs~~2025, athe ~~receivable~~Company ~~was~~recognized ~~recorded~~$2.7 asmillion ~~part~~ of ~~purchase~~restructuring ~~accounting~~expense, which is included within ~~prepaid~~restructuring ~~expenses~~charges ~~and~~on ~~other current assets in~~ the ~~purchase~~Company’s ~~price~~condensed ~~allocation~~consolidated instatements ~~Note~~of ~~8, Business Acquisitions~~operations.

The following table presents the activity related to the Company’s severance liability as of June 28, 2025 (in thousands).

	June 28, 2025
Severance liability at September 28, 2024	$	203
Severance charges	17,340
Cash paid and other	(5,545)
Severance liability at June 28, 2025	$	11,998

The Company did not have material severance activity for the three or nine months ended June 29, 2024 or year ended September 28, 2024. For the three and nine months ended June 28, 2025, the Company recognized $16.4 million of restructuring expense, which is included within restructuring charges on the Company’s condensed consolidated statements of operations.

11. Income Taxes

The Company is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to its allocable share of any taxable income or loss of Symbotic Holdings. The remaining share of Symbotic Holdings income or loss is non-taxable to the Company and is not reflected in current or deferred income taxes. The Company’s foreign subsidiaries are subject to income tax in their local jurisdictions.

For the three months ended ~~June~~December 2827, 2025 and December 28, 2024, the Company recorded a current income tax expense of ~~less~~$0.6 ~~than~~million and $0.12 million, ~~and~~respectively. ~~for~~For the ~~nine~~three months ended ~~June~~December 2827, 2025, the Company ~~recorded~~incurred a ~~current income~~ pre-tax ~~benefit~~profit, ofand ~~$1.2~~for ~~million. For~~ the three ~~and nine~~ months ended ~~June~~December 2928, 2024, the Company ~~recorded a current income tax expense of $0.1 million and less than $0.1 million, respectively. The Company~~ incurred a pre-tax loss. ~~for~~The ~~the~~Company ~~three and nine month periods and~~ recorded a full valuation allowance against its domestic deferred tax assets and a partial valuation allowance against its foreign deferred tax assets. The Company incurs state tax expense by Symbotic LLC at the flow-through entity level and foreign tax expense at its foreign subsidiaries. The effective tax rate for the three and nine months ended June 28, 2025 is (0.14)% and 1.65% respectively, as compared to an effective tax rate of (0.70)% and (0.04)%, for the three and nine months ended June 29, 2024, respectively. The effective tax rate differs from the federal statutory income tax rate primarily due to the flow-through entity level taxes and the effect of the valuation allowance, including the partial release due to the ASR Acquisition, against the Company’s net federal, state, and foreign deferred income taxes.

As of June 28, 2025, the Company continues to conclude that the negative evidence regarding its ability to realize its deferred tax assets outweighs the positive evidence, and the Company has a full valuation allowance against its domestic, federal, and state net deferred tax assets and a partial valuation allowance against its foreign net deferred tax assets. The Company has a history of cumulative pre-tax losses for the three previous fiscal years which it believes represents significant negative evidence in evaluating whether its deferred tax assets are realizable. Given these cumulative losses, lack of forecast history, the competitive environment, and uncertainty of general economic conditions, the Company does not believe it can rely on projections of future taxable income exclusive of reversing taxable temporary differences to support the realization of its deferred tax assets. In upcoming quarters, the Company will continue to evaluate both the positive and negative evidence surrounding its ability to realize its deferred tax assets.22

Tax Receivable Agreement

As of June 28, 2025, future payments under the Tax Receivable Agreement (“TRA”) with respect to the purchase of Symbotic Holdings units which occurred as part of or subsequent to the Business Combination are expected to be $440.2 million. Payments made under the TRA represent payments that otherwise would have been made to taxing authorities in the absence of attributes obtained by the Company as a result of exchanges by its pre-IPO members. Such amounts will be paid only when a cash tax savings is realized as a result of attributes subject to the TRA. That is, payments under the TRA are only expected to be made in periods following the filing of a tax return in which the Company is able to utilize certain tax benefits to reduce its cash taxes paid to a taxing authority. The impact of any changes in the projected obligations under the TRA as a result of changes in the geographic mix of the Company’s earnings, changes in tax legislation and tax rates or other factors that may impact the Company’s tax savings will be reflected in income or loss before taxes on the condensed consolidated statements of operations in the period in which the change occurs. As of June 28, 2025, no TRA liability was recorded based

Table of Contents

onlevel ~~current~~and ~~projections~~foreign tax expense at its foreign subsidiaries. The effective tax rate for the three months ended December 27, 2025 was 4.4% as compared to an effective tax rate of ~~future~~(0.8)% ~~taxable~~for the three months ended December 28, 2024. The effective tax rate differs from the federal statutory income ~~taking~~tax ~~into~~rate ~~consideration~~primarily due to the ~~Company’s~~flow-through ~~full~~entity level taxes and the effect of the valuation allowance against ~~its~~the Company’s net federal, state, and foreign deferred ~~tax~~income ~~asset~~taxes.

As of December 27, 2025, the Company continues to conclude that the negative evidence regarding its ability to realize its deferred tax assets outweighs the positive evidence, and the Company has a full valuation allowance against its domestic, federal, and state net deferred tax assets and a partial valuation allowance against its foreign net deferred tax assets. The Company has a history of cumulative pre-tax losses for the three previous fiscal years which it believes represents significant negative evidence in evaluating whether its deferred tax assets are realizable. Given these cumulative losses, lack of forecast history, the competitive environment, and uncertainty of general economic conditions, the Company does not believe it can rely on projections of future taxable income exclusive of reversing taxable temporary differences to support the realization of its deferred tax assets. In upcoming quarters, the Company will continue to evaluate both the positive and negative evidence surrounding its ability to realize its deferred tax assets.

Tax Receivable Agreement

As of December 27, 2025, future payments under the Tax Receivable Agreement (“TRA”) with respect to the purchase of Symbotic Holdings units which occurred as part of or subsequent to the Business Combination are expected to be $464.7 million. Payments made under the TRA represent payments that otherwise would have been made to taxing authorities in the absence of attributes obtained by the Company as a result of exchanges by its pre-IPO members. Such amounts will be paid only when a cash tax savings is realized as a result of attributes subject to the TRA. That is, payments under the TRA are only expected to be made in periods following the filing of a tax return in which the Company is able to utilize certain tax benefits to reduce its cash taxes paid to a taxing authority. The impact of any changes in the projected obligations under the TRA as a result of changes in the geographic mix of the Company’s earnings, changes in tax legislation and tax rates or other factors that may impact the Company’s tax savings will be reflected in income or loss before taxes on the condensed consolidated statements of operations in the period in which the change occurs. As of December 27, 2025, no TRA liability was recorded based on the amount expected to be paid for cash tax savings related to fiscal year 2026. No TRA liability was recorded for periods after fiscal year 2026 based on current projections or future taxable income and taking into consideration the Company’s full valuation allowance against its net deferred tax asset.

12. Fair Value Measures

The Company measures certain financial assets at fair value. Fair value is determined based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, as determined by either the principal market or the most advantageous market. Inputs used in the valuation techniques to derive fair values are classified based on a three-level hierarchy, as follows:

Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for an identical asset or liability in an active market

Level 2 – inputs to the valuation methodology include quoted prices for a similar asset or liability in an active market or model-derived valuations in which all significant inputs are observable for substantially the full term of the asset or liability

Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement of the asset or liability

The following table presents the Company’s financial assets measured and recorded at fair value on a recurring basis using the above input categories as of ~~June~~December 2827, 2025 and September 2827, ~~2024~~2025 (in thousands):

	June 28, 2025								September 28, 2024
	December 27, 2025								September 27, 2025
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Money market funds	$	~~667~~1,~~233~~572,537	$	—	$	—	$	~~667~~1,~~233~~572,537	$	~~712~~1,~~958~~193,375	$	—	$	—	$	~~712~~1,~~958~~193,375
Warrant fair value	—		16,789		—		16,789		—		1216,~~308~~789		—		1216,~~308~~789
Total assets	$	667,233	$	16,789	$	—	$	684,022	$	712,958	$	12,308	$	—	$	725,266
Strategic investments	—		—		44,995		44,995		—		—		43,334		43,334
Total assets	$	1,572,537	$	16,789	$	44,995	$	1,634,321	$	1,193,375	$	16,789	$	43,334	$	1,253,498

~~The Company had no liabilities measured and recorded at fair value on a recurring basis as of June 28, 2025 and September 28, 2024.~~23

~~The~~Table ~~Company considers all highly liquid investments purchased with an original maturity~~ of three months or less to be cash equivalents. The fair value of the Company’s investments in certain money market funds is their face value and such instruments are classified as Level 1 and are included in cash and cash equivalents on the condensed consolidated balance sheets. At June 28, 2025, the fair value of the warrant issued as described in Note 13, Derivative Instruments, is classified as Level 2. Level 2 securities are priced by pricing vendors. These pricing vendors utilize the most recent observable market information in pricing these securities or, if specific prices are not available for these securities, use other observable inputs like market transactions involving identical or comparable securities.Contents

The Company had no liabilities measured and recorded at fair value on a recurring basis as of December 27, 2025 and September 27, 2025.

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The fair value of the Company’s investments in certain money market funds is their face value and such instruments are classified as Level 1 and are included in cash and cash equivalents on the condensed consolidated balance sheets. At December 27, 2025, the fair value of the warrant issued as described in Note 13, Derivative Instruments, is classified as Level 2. Level 2 securities are priced by pricing vendors. These pricing vendors utilize the most recent observable market information in pricing these securities or, if specific prices are not available for these securities, use other observable inputs like market transactions involving identical or comparable securities. Certain non-marketable strategic investments measured at fair value on a non-recurring basis are classified as Level 3 as their fair value measurements may include a combination of observable and unobservable inputs. Other certain non-marketable strategic investments are carried at cost and are subject to remeasurement only upon the occurrence of a triggering event.

Strategic Investments

Strategic investments that consist of non-controlling equity investments without readily determinable fair values in privately held companies for which the Company does not have the ability to exercise significant influence are measured under the measurement alternative method. The Company has not elected the fair value option for these investments. These investments are accounted for under the cost method of accounting. Under the cost method of accounting, the non-marketable equity securities are carried at cost less any impairment, plus or minus adjustments resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer, which is recorded within the consolidated statements of operations. The Company held $21.7 million of strategic investments without readily determinable fair values at December 27, 2025 and $20.0 million of strategic investments without readily determinable fair values at September 27, 2025. These investments are included in other assets on the consolidated balance sheets.

The Company adjusts the fair values of its strategic investments based on observable price changes. A fair value adjustment resulting from an increase in fair value on strategic investments of $1.7 million was recorded to “other income, net” for the three months ended December 27, 2025. There were no losses, or impairments recorded for the three months ended December 27, 2025.

The Company has certain other non-marketable strategic investments measured at fair value on a non-recurring basis. The Company has not elected the fair value option for these investments. The Company held $23.3 million of these investments at December 27, 2025 and September 27, 2025. These investments are included in other assets on the consolidated balance sheets.

13. Derivative Instruments

During fiscal year 2024, the Company entered into warrant agreements and a development and supply agreement with a supplier which, subject to meeting certain conditions, will entitle the Company to acquire a fixed number of shares of the supplier during the period of time set forth in the warrant agreements. The warrants vest in a series of tranches, at a specified price per share, upon meeting certain development and production-based milestones. If, and when, the relevant milestone is reached, the corresponding tranche of warrant will become exercisable up until the expiration date of the warrants in May 2044.

The warrants are accounted for as a derivative under ASC Topic 815, Derivatives and Hedging, as a result of certain net settlement provisions in the warrant agreements. The Company reports the warrants at their fair values within “other assets” in its condensed consolidated balance sheets and changes in the fair value of the warrants are recognized in “other income, net” on its condensed consolidated statements of operations. The day-one value attributable to the other side of the warrants is reported within “other liabilities” in the Company’s condensed consolidated balance sheets and will be amortized over the life of the applicable development and production milestones as determined in the development and supply agreement. The fair value of the warrants recognized within “other assets” on the Company’s condensed consolidated balance sheets at ~~June~~December 2827, 2025 is $16.8 million. ~~The~~There ~~Company~~is ~~recorded~~no aimpact ~~fair~~recorded ~~value adjustment of $4.5 million~~ to “other income, net” on the Company’s condensed consolidated statements of operations for the ~~nine~~three months ended ~~June~~December 2827, 2025. ~~There~~as isthere nohas ~~impact~~been ~~recorded~~no change to ~~“other income, net” on~~ the ~~Company’s~~fair ~~condensed~~value ~~consolidated statements~~ of ~~operations~~the ~~for~~warrants during the three months ended ~~June~~December 2827, 2025.

Table of Contents

14. Related Party Transactions

ASC Topic 850, Related Party Disclosures (“ASC Topic 850”) provides guidance for the identification of related parties and the disclosure of related party transactions. Related parties are generally defined as (i) affiliates of the Company; (ii) owners of more than 10% of the voting interests of the Company and members of their immediate families; (iii) management of the Company and members of their immediate families; (iv) other parties which directly or indirectly control, are controlled by, or are under common control with the Company; or (v) other parties who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. The Company assesses related parties each reporting period. For the period ending June 28, 2025, the Company determined that C&S Wholesale Grocers, Inc. (“C&S”), GreenBox, and certain current holders of Symbotic Holdings were each a related party under ASC Topic 850. The following transactions were related party transactions under ASC Topic 850.

Table of Contents

owners of more than 10% of the voting interests of the Company and members of their immediate families; (iii) management of the Company and members of their immediate families; (iv) other parties which directly or indirectly control, are controlled by, or are under common control with the Company; or (v) other parties who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. The Company assesses related parties each reporting period. For the period ending December 27, 2025, the Company determined that C&S Wholesale Grocers, Inc. (“C&S”), Exol, and certain current holders of Symbotic Holdings were each a related party under ASC Topic 850. The following transactions were related party transactions under ASC Topic 850.

Aircraft Time Sharing Agreement

In December 2021 and May 2022, the Company entered into aircraft time-sharing agreements with C&S with respect to private aircraft owned by them, whereby the Company’s executives may utilize two C&S aircraft on an as-needed and as-available basis, with no minimum usage being required. As there is no defined period of time stated within these aircraft time-sharing agreements, the Company does not consider these to meet the definition of a lease, and as such, records payments in the period in which the obligation for the payment is incurred. For the three ~~and nine~~ months ended ~~June~~December 2827, 2025, ~~the Company incurred expense of $0.3 million~~ and ~~$1.1 million, respectively, and for the three and nine months ended June~~December 2928, 2024, the Company incurred expense of $0.25 million and $0.74 million, respectively, related to these aircraft time-sharing agreements.

Usage of Facility and Employee Services

The Company has a license arrangement with C&S whereby C&S is providing receiving and logistics services for the Company within a C&S distribution facility. The arrangement also provides for C&S employees assisting with certain of the Company’s operations. For the three ~~and nine~~ months ended ~~June~~December 2827, 2025, ~~the Company incurred expense of $0.3 million~~ and ~~$1.0 million, respectively, and for the three and nine months ended June~~December 2928, 2024, the Company incurred expense of $0.14 million and $10.64 million, respectively, related to this arrangement.

Operating Lease Agreements

In fiscal year 2025, the Company entered into lease agreements with C&S for the lease of warehouse space in Plant City, FL and Coppell, TX. The Company’s estimated lease term for these lease agreements is for 2 years. Combined, the Company recognized $0.6 million and less than $0.1 million in rent expense for the three months ended December 27, 2025 and December 28, 2024, respectively.

Customer Contracts

The Company has customer contracts with C&S relating to System ~~Deployments~~implementations, software maintenance services and the operations of Systems. For the three ~~and nine~~ months ended ~~June~~December 2827, 2025, ~~revenue of $4.8 million~~ and ~~$10.0 million was recognized, respectively, relating to these customer contracts. For the three and nine months ended June~~December 2928, 2024, revenue of $141.31 million and $492.32 million was recognized, respectively, relating to these customer contracts. There was $3.3 million unbilled accounts receivable and accounts receivable due from C&S at June 28, 2025, and $18.4 million unbilled accounts receivable and accounts receivable due from C&S at September 28, 2024. There was $2.5 million and $1.8 million of deferred revenue related to contracts with C&S at June 28, 2025 and September 28, 2024, respectively.

~~GreenBox~~There was $4.3 million unbilled accounts receivable and accounts receivable due from C&S at December 27, 2025, and $2.4 million unbilled accounts receivable and accounts receivable due from C&S at September 27, 2025.

The Company has a customer contract relating to System Deployments and shared services with GreenBox. For the three and nine months ended June 28, 2025, revenue of $26.4 million and $34.0 million was recognized, respectively, relating to this customer contract. For the three and nine months ended June 29, 2024, revenue of $1.9 million was recognized relating to this customer contract. There was $512.3 million unbilled accounts receivable and accounts receivable due from the customer contract at June 28, 2025, and no unbilled accounts receivable and accounts receivable due from the customer contract at September 28, 2024. There was $1.2 million and $0.65 million ~~accounts receivable due from the shared service agreement at June 28, 2025 and September 28, 2024, respectively. There was $139.1 million and $69.1 million~~ of deferred revenue related to contracts with ~~GreenBox~~C&S at ~~June~~December 2827, 2025 and September 2827, ~~2024~~2025, respectively. ~~The transaction price allocated to performance obligations that are unsatisfied as of June 28, 2025 was $11.5 billion.~~

Cash funding of $24.4 million and $31.1 million was made, respectively, by the Company to GreenBox in relation to the VIE (as further described in Note 16, Variable Interest Entities) for the three and nine months ended June 28, 2025. Non-cash funding in the form of a stock contribution of $4.2 million and $6.9 million was made by the Company to GreenBox for the three and nine months ended June 28, 2025, respectively. Cash funding of $66.5 million was made by the Company to GreenBox in relation to the VIE for the three and nine months ended June 29, 2024, and no non-cash funding was made for the three and nine months ended June 29, 2024. Exol

20The Company has a customer contract relating to System implementations and shared services with Exol. For the three months ended December 27, 2025 and December 28, 2024, revenue of $38.2 million and $2.7 million was recognized, respectively, relating to this customer contract.

There was $69.7 million and $0.6 million unbilled accounts receivable and accounts receivable due from the customer contract at December 27, 2025, and September 27, 2025, respectively.

There was $0.9 million and $13.1 million accounts receivable due from the shared service agreement at December 27, 2025 and September 27, 2025, respectively.

There was $175.1 million and $142.7 million of deferred revenue related to contracts with Exol at December 27, 2025 and September 27, 2025, respectively.

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

Table of Contents

Cash funding of $38.5 million and $6.8 million was made by the Company to Exol in relation to the VIE (as further described in Note 16, Variable Interest Entities) for the three months ended December 27, 2025 and December 28, 2024, respectively.

Tax Distribution to Symbotic Holdings LLC partners

Pursuant to the Second Amended and Restated Limited Liability Company Agreement of Symbotic Holdings, Symbotic LLC makes pro rata tax distributions to the holders of Symbotic Holdings’ units in an amount sufficient to fund all or part of their tax obligations with respect to the taxable income of Symbotic Holdings that is allocated to them. For the three months ended ~~June~~December 2827, 2025 and December 28, 2024, there were no$1.2 ~~material~~million and $0.9 million of tax distributions made by the Company to or on behalf of its members~~. For the nine months ended June 28~~, ~~2025, the Company distributed a total~~ of which $1.2 million ofand ~~tax distributions to or on behalf of its members, of which~~ $10.18 million was distributed to or on behalf of those who met the definition of a related party in accordance with ASC Topic 850, respectively.

15. Commitments and Contingencies

Purchase Obligations

The Company has contractual obligations to purchase goods or services, which specify significant terms, including fixed or minimum quantities to be purchased and fixed, minimum, or variable price provisions. As of ~~June~~December 2827, 2025, the purchase commitments covered by these arrangements are $~~871~~781.83 million in the aggregate, of which $~~793~~710.59 million are less than one year.

Lease Commitments

The Company leases certain of its facilities under operating leases expiring in various years through 2030. Refer to Note 5, Leases, for a schedule of future lease payments under non-cancellable leases as of ~~June~~December 2827, 2025.

Warranty

The Company provides a limited warranty on its Systems and has established a reserve for warranty obligations based on estimated warranty costs. The reserve is included as part of accrued expenses and other long-term liabilities in the accompanying condensed consolidated balance sheets.

Activity related to the warranty accrual is as follows (in thousands):

Three Months Ended

~~Nine Months Ended~~

June 28, 2025

June 29, 2024

June 28, 2025

June 29, 2024

December 27, 2025

December 28, 2024

Balance at beginning of period

4543,~~725~~607

2731,~~476~~935

~~31,935~~

~~18,948~~

Provision

43,~~121~~449

107,~~442~~320

~~22,629~~

~~22,481~~

Warranty usage

(2,~~458~~893)

(102,~~528~~392)

~~(7,176)~~

~~(14,039)~~

Balance at end of period

4744,~~388~~163

2736,~~390~~863

~~47,388~~

~~27,390~~

Legal Matters

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

The Company recognizes provisions for claims or pending litigation when it is determined that an unfavorable outcome is probable, and the amount of loss can be reasonably estimated. Due to the inherent uncertain nature of litigation, the ultimate outcome or actual cost of settlement may materially vary from estimates.

SEC Matters

The Company has been responding to requests for information from the SEC relating to an investigation by the SEC of alleged violations by the Company of Rule 21F-17, which rule prohibits actions to impede communications directly with the SEC staff about a possible securities law violation. The Company intends to continue to defend this matter vigorously and cannot predict the outcome of this investigation.

The Company has received a subpoena from the SEC relating to its November 2024 restatement of revenues for the year ended September 28, 2024 and certain other matters. The Company is cooperating with the SEC with respect to this matter.

Securities Class Actions

On ~~August~~December 143, 2024, a putative class action captioned ~~Fox~~Decker v. Symbotic Inc. et al., Case No. 24-cv-~~12090~~12976 was filed in the United States District Court for the District of Massachusetts by an alleged ~~holder~~purchaser of the Company’s common stock. The complaint asserted claims for violations of federal securities laws against the Company and three of its officers on the grounds that the Company made false and/or misleading statements related to its revenue recognition and the effectiveness of its disclosure controls and procedures. Based on these allegations, the plaintiff brought claims seeking unspecified damages, attorneys’ fees, expert fees, and other costs and relief on behalf of himself and a putative class of persons who purchased the Company’s stock between February 8, 2024 and November 26, 2024. On May 5, 2025, the court entered an order appointing

2126

Table of Contents

~~March~~a ~~10,~~lead ~~2025,~~plaintiff pursuant to the ~~plaintiff~~Private ~~voluntarily~~Securities ~~dismissed~~Litigation ~~this~~Reform ~~action~~Act ~~without~~and ~~prejudice~~setting ~~pursuant~~a toschedule ~~Federal~~for ~~Rule~~the filing of ~~Civil~~an ~~Procedure~~amended ~~41(a)(1)(A)(i)~~complaint and the Company’s response to the complaint.

On ~~December~~July 311, ~~2024~~2025, aplaintiffs ~~putative~~filed ~~class~~an ~~action~~amended complaint captioned ~~Decker~~Traina v. Symbotic Inc. et al., Case No. 24-cv-~~12976~~12196. ~~was~~Like ~~filed in~~ the ~~United~~Decker ~~States~~complaint, ~~District Court for~~ the ~~District~~amended ~~of Massachusetts by an alleged purchaser of the Company’s common stock. The~~ complaint asserts claims for violations of federal securities laws against the Company and ~~three~~four officers of ~~its~~the ~~officers~~Company on the grounds that the Company made false and/or misleading statements or omissions related to its ~~revenue~~financial ~~recognition~~results, ~~and~~deployment ~~the~~times, ~~effectiveness~~revenue ofrecognition, ~~its~~and ~~disclosure~~internal controls ~~and procedures~~. Based on these allegations, the ~~plaintiff~~plaintiffs ~~brings~~bring claims seeking unspecified damages, attorneys’ fees, expert fees, and other costs and relief on behalf of ~~himself~~themselves and a putative class of persons who purchased stock of the Company’s ~~stock~~ between ~~February~~November 820, ~~2024~~2023 and ~~November~~February ~~26, 2024. On May~~ 5, 2025, the court entered an order appointing a lead plaintiff pursuant to the Private Securities Litigation Reform Act and setting a schedule for the filing of an amended complaint and the Company’s response to the complaint.

OnThe ~~July~~Company ~~11, 2025, plaintiffs~~ filed ana ~~amended~~motion ~~complaint~~to ~~captioned~~dismiss ~~Traina v. Symbotic Inc. et al, Case No. 24-cv-12196. Like~~ the ~~Decker complaint, the~~ amended complaint ~~asserts~~on ~~claims~~September ~~for~~11, ~~violations~~2025. ofThe ~~federal~~plaintiffs ~~securities~~filed ~~laws~~an ~~against~~opposition to the ~~Company~~motion ~~and~~to ~~four~~dismiss ~~of officers of the Company~~ on ~~the~~November ~~grounds~~11, ~~that~~2025. ~~the~~The Company ~~made~~filed ~~false~~its ~~and/or~~reply ~~misleading~~brief ~~statements~~in orsupport ~~omissions~~of ~~related to~~ its ~~financial~~motion ~~results,~~to ~~deployment~~dismiss ~~times,~~on ~~revenue~~December ~~recognition~~11, ~~and internal controls~~2025. ~~Based~~A hearing on ~~these allegations,~~ the ~~plaintiffs~~motion ~~bring~~to ~~claims~~dismiss ~~seeking~~was ~~unspecified~~held ~~damages, attorneys’ fees, expert fees, and other costs and relief~~ on ~~behalf~~December ~~of themselves and a putative class of persons who purchased stock of the Company between November 20~~16, ~~2023 and February 5,~~ 2025.

The Company intends to vigorously defend ~~this~~these ~~case~~cases. If a court ultimately determines that the Company is liable in ~~this~~either ~~case~~or both of these cases, the Company may be subject to substantial damages. The Company cannot predict with any degree of certainty the outcome of ~~this~~these ~~matter~~matters or determine the extent of any potential liabilities. The Company also cannot provide an estimate of the possible loss or range of loss. Any adverse outcome in ~~this~~these ~~matter~~matters could expose the Company to substantial damages that may have a material adverse impact on ~~its~~the Company’s operations and cash flows. Despite the potential for significant damages, the Company does not believe, based on currently available information, that the outcome of ~~this~~these ~~proceeding~~proceedings will have a material adverse effect on ~~its~~the Company’s financial condition, although the outcome could be material to ~~its~~the Company’s operating results for any particular period, depending, in part, upon the operating results for such period.

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 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. 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. 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~~were ~~pending~~granted on November 24, 2025.

The Company intends to vigorously defend these cases. If a court ultimately determines that the Company is liable, the Company may be subject to substantial damages. The Company cannot predict with any degree of certainty the outcome of this matter or determine the extent of any potential liabilities. The Company also cannot provide an estimate of the possible loss or range of loss. Any adverse outcome in this matter could expose the Company to substantial damages that may have a material adverse impact on ~~its~~the Company’s operations and cash flows. Despite the potential for significant damages, the Company does not believe, based on currently available information, that the outcome of this proceeding will have a material adverse effect on ~~its~~the Company’s financial condition, although the outcome could be material to ~~its~~the Company’s operating results for any particular period, depending, in part, upon the operating results for such period.

Table of Contents

Contingencies

Liabilities for any loss contingencies arising from claims, assessments, litigation, fines, penalties, and other matters are recorded when it is probable that the liability has been incurred and the amount of the liability can be reasonably estimated. Legal costs associated with loss contingencies are expensed as incurred. As of ~~June~~December 2827, 2025, the Company has made appropriate provisions related to such matters and does not believe that such matters will have a material adverse effect on the Company’s consolidated operations, financial position, or liquidity.

Table of Contents

Indemnifications

In the ordinary course of business, the Company enters into various contracts under which it may agree to indemnify other parties for losses incurred from certain events as defined in the relevant contract, such as litigation, regulatory penalties, or claims relating to past performance. Such indemnification obligations may not be subject to maximum loss clauses. The Company has never incurred costs to defend lawsuits or settle claims related to these indemnification obligations. As a result, the Company believes the estimated fair value of these obligations is minimal. Accordingly, the Company has no liabilities recorded for these obligations as of ~~June~~December 2827, 2025 and September 2827, ~~2024~~2025.

16. Variable Interest Entities (“VIE”)

VIEs are entities with any of the following characteristics: (i) the entity does not have enough equity to finance its activities without additional financial support; (ii) the equity holders, as a group, lack the characteristics of a controlling financial interest; or (iii) the entity is structured with non-substantive voting rights.

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

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

~~GreenBox~~Exol was established on July 21, 2023, to build and automate supply chain networks globally by operating and financing the Company’s artificial intelligence and automation technology for the warehouse. Symbotic Holdings and Sunlight own 35% and 65% of ~~GreenBox~~Exol, respectively. The Company evaluated for VIEs upon the formation of ~~GreenBox~~Exol in accordance with ASC Topic 810, Consolidation. The Company holds a variable interest in ~~GreenBox~~Exol through its equity interest in ~~GreenBox~~Exol. ~~GreenBox~~Exol is a VIE resulting from ~~GreenBox~~Exol’s lack of sufficient equity to finance its operations without additional subordinated financial support from both the Company and SoftBank. The consolidation of ~~GreenBox~~Exol is not required as the Company is not the primary beneficiary of this VIE as it does not have the power to direct the activities that most significantly impact ~~GreenBox~~Exol’s economic performance. Such power is conveyed through ~~GreenBox~~Exol’s board of directors and the Company does not have control over ~~GreenBox~~Exol’s board of directors.

The Company’s recorded investments in the unconsolidated VIE and related estimated maximum exposure to loss are as follows (in thousands):

	June 28, 2025
	December 27, 2025
	Investments in Unconsolidated VIE		Symbotic's Maximum Exposure to Loss
GreenBox Systems LLC	$	105,551	$	1,610,031
Exol	$	143,523	$	1,521,739

The Company calculated its maximum exposure to loss of $1,~~610~~521.07 million while considering its equity investment in the VIE, any amounts owed to the Company for services which may have been provided, and future funding commitments of $1,~~608~~522.86 million. As of ~~June~~December 2827, 2025, there is a $~~105~~143.65 million carrying value of the VIE which represents the amount which the Company has invested in the VIE, net of the Company’s proportionate share of the VIE’s net loss. The Company’s maximum exposure to loss as displayed above does not take into consideration the VIE’s commitment under the ~~GreenBox~~Exol Commercial Agreement to reimburse the Company in the event of a termination. If the VIE’s commitment under the Exol Commercial Agreement was taken into consideration, there would be no maximum exposure to loss presented as the VIE’s commitment under the Exol Commercial Agreement exceeds the Company’s future funding commitments.

2328

Table of Contents

~~GreenBox~~17. ~~Commercial~~Net ~~Agreement~~Income ~~was~~(Loss) ~~taken~~per ~~into consideration, there would be no maximum exposure to loss presented as the VIE’s commitment under the GreenBox Commercial Agreement exceeds the Company’s future funding commitments.~~Share

17Basic earnings per share of Class A common stock is computed by dividing net income (loss) attributable to common shareholders by the weighted-average number of shares of Class A common stock outstanding during the period. ~~Net~~Diluted ~~Loss~~earnings per ~~Share~~share of Class A common stock is computed by dividing net income (loss) attributable to common shareholders adjusted for the assumed exchange of all potentially dilutive securities, by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive elements. Since the Company incurred net loss for the three months ended December 28, 2024, diluted weighted-average shares outstanding and diluted net loss per share is the same as basic weighted-average shares outstanding and basic net loss per share.

~~Basic~~The ~~earnings~~following ~~per~~table ~~share~~sets offorth ~~Class A common stock is computed by dividing net loss attributable to common shareholders by~~ the ~~weighted-average~~calculation ~~number~~for ofboth ~~shares~~basic ofand ~~Class~~diluted ~~A common stock outstanding during the period. Diluted~~ earnings per share of Class A common stock is(in ~~computed by dividing net loss attributable to common shareholders adjusted for the assumed exchange of all potentially dilutive securities~~thousands, byexcept the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive elements. Since the Company incurred net losses for each of the periods presented, diluted net loss per share ~~is the same as basic net loss per share.~~information):

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


	Three Months Ended
	December 27, 2025		December 28, 2024
Net income (loss)	$	13,358	$	(16,859)
Less: Net income (loss) attributable to the noncontrolling interest	10,756		(13,684)
Net income (loss) attributable to common stockholders	$	2,602	$	(3,175)

Weighted-average shares outstanding - Basic	115,474,119		106,098,566
Dilutive effect of restricted stock units	12,396,119		n/a
Weighted-average shares outstanding - Diluted	127,870,238		106,098,566
Earnings (loss) per share - Basic	$	0.02	$	(0.03)
Earnings (loss) per share - Dilutive	$	0.02	$	(0.03)

	Three Months Ended				Nine Months Ended
	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024
Numerator - basic and diluted
Net loss	$	(31,925)	$	(26,724)	$	(71,883)	$	(100,626)
Less: Net loss attributable to the noncontrolling interest	(26,012)		(22,043)		(58,569)		(84,300)
Net loss attributable to common stockholders	$	(5,913)	$	(4,681)	$	(13,314)	$	(16,326)
Denominator - basic and diluted
Weighted-average shares of Class A common shares outstanding	109,201,745		102,414,284		107,664,864		92,891,276
Loss per share of Class A common stock - basic and diluted	$	(0.05)	$	(0.05)	$	(0.12)	$	(0.18)

The Company’s Class V-1 Common Stock and Class V-3 Common Stock do not participate in the earnings or losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class V-1 Common Stock and Class V-3 Common Stock under the two-class method has not been presented.

The Company uses the treasury stock method and the average market price per share during the period for calculating any potential dilutive effect of its equity instruments. The average stock price for the three ~~and nine~~ months ended ~~June~~December 2827, 2025 ~~was $25.89~~ and ~~$26.67, respectively. For the three and nine months ended June~~December 28, ~~2025,~~2024 ~~there~~was ~~were 4~~$65.~~3 million~~94 and ~~7.5 million potentially dilutive common stock equivalents, respectively, related to the RSUs, which would have been included in the diluted EPS calculation. For the three and nine months ended June~~ $28~~, 2025, there were 7~~.~~1 million and 6.6 million anti-dilutive common stock equivalents~~49, respectively~~, related to the unvested GreenBox Warrant, which could potentially dilute EPS in the future~~.

18Anti-dilutive shares were immaterial for the three months ended December 27, 2025. ~~Stock-Based~~For ~~Compensation~~the three months ended December 28, 2024, there were 4.0 million potentially dilutive common stock equivalents related to the RSUs which would have been included in the diluted EPS calculation, and 5.4 million anti-dilutive common stock equivalents related to the unvested Exol Warrant ~~Units~~that could potentially dilute EPS in the future.

18. Stock-Based Compensation and Warrants

The following two tables show stock-based compensation expense by award type and where the stock-based compensation expense is recorded in the Company’s condensed consolidated statements of operations (in thousands):

Three Months Ended

~~Nine Months Ended~~

June 28, 2025

June 29, 2024

June 28, 2025

June 29, 2024

December 27, 2025

December 28, 2024

RSUs (service-based and performance-based)

4842,~~468~~058

2824,~~416~~164

~~117,760~~

~~84,970~~

Employee stock purchase plan

~~972~~1,029

~~916~~950

~~2,854~~

~~1,888~~

Total stock-based compensation expense

4943,~~440~~087

2925,~~332~~114

~~120,614~~

~~86,858~~

2429

Table of Contents

Effect of stock-based compensation expense on income by line item (in thousands):

Three Months Ended

~~Nine Months Ended~~

June 28, 2025

June 29, 2024

June 28, 2025

June 29, 2024

December 27, 2025

December 28, 2024

Cost of revenue, Systems

1411,~~983~~363

32,~~401~~319

~~27,323~~

~~9,955~~

Cost of revenue, Software maintenance and support

~~194~~349

~~116~~72

~~538~~

~~351~~

Cost of revenue, Operation services

~~856~~670

~~290~~342

~~1,804~~

~~1,502~~

Research and development

127,~~369~~616

1210,~~819~~242

~~37,241~~

~~37,905~~

Selling, general, and administrative

2123,~~038~~089

12,~~706~~139

~~53,708~~

~~37,145~~

Total stock-based compensation expense

4943,~~440~~087

2925,~~332~~114

~~120,614~~

~~86,858~~

~~Total~~Exol stock-based compensation expense for the three and nine months ended June 28, 2025 increased as compared to the three and nine months ended June 29, 2024. There was an increase in RSU grants to employees because there was an increase in the number of employees in fiscal year 2025, as compared to fiscal year 2024, which resulted in an increase in this expense.Warrant

~~GreenBox~~On July 23, 2023, the Company issued the Exol Warrant to Sunlight, which allows Sunlight to acquire up to an aggregate of 11,434,360 shares of the Company’s Class A Common Stock, subject to certain vesting conditions. The Exol Warrant had a grant date fair value of $19.90 per share. The Exol Warrant vests upon conditions defined in the Exol Warrant, as Exol makes additional expenditures to the Company in connection with the Framework Agreement. There are up to eight vesting tranches in the Exol Warrant based on increments of expenditures where approximately 1,429,295 shares may vest per tranche, subject to certain conditions defined in the Exol Warrant. Upon vesting, shares may be acquired at an exercise price of $41.9719 per share. The warrant contains customary anti-dilution, down-round, and change-in-control provisions. The right to purchase shares pursuant to the Exol Warrant expires 36 months following the end of the initial term of the Framework Agreement, which is July 23, 2027, or if applicable, the extension term of the Framework Agreement, which is July 23, 2029. As of December 27, 2025, none of the shares issuable pursuant to the Exol Warrant had vested.

On July 23, 2023, the Company issued the GreenBox Warrant to Sunlight, which allows Sunlight to acquire up to an aggregate of 11,434,360 shares of the Company’s Class A Common Stock, subject to certain vesting conditions. The GreenBox Warrant had a grant date fair value of $19.90 per share. The GreenBox Warrant vests upon conditions defined in the GreenBox Warrant, as GreenBox makes additional expenditures to the Company in connection with the Framework Agreement. There are up to eight vesting tranches in the GreenBox Warrant based on increments of expenditures where approximately 1,429,295 shares may vest per tranche, subject to certain conditions defined in the GreenBox Warrant. Upon vesting, shares may be acquired at an exercise price of $41.9719 per share. The warrant contains customary anti-dilution, down-round, and change-in-control provisions. The right to purchase shares pursuant to the GreenBox Warrant expires 36 months following the end of the initial term of the Framework Agreement, which is July 23, 2027, or if applicable, the extension term of the Framework Agreement, which is July 23, 2029. As of June 28, 2025, none of the shares issuable pursuant to the GreenBox Warrant had vested.

19. Segment and Geographic Information

The Company operates as one operating segment. ~~Revenue~~Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the Company’s chief operating decision maker (“CODM”), which is the Company’s chief executive officer, in deciding how to allocate resources and ~~property~~assess performance. The Company’s CODM evaluates the Company’s financial information and ~~equipment~~resources and assesses the performance of these resources on a consolidated basis. There is no expense or asset information, ~~net~~that byare ~~geographic~~supplemental ~~region~~to those disclosed in these consolidated financial statements, ~~based~~that onare ~~physical~~regularly ~~location~~provided to the CODM. The allocation of resources and assessment of performance of the operating segment is based on consolidated net income (loss) and gross margin as shown in our consolidated statements of operations. ~~recording~~The CODM considers net income (loss) and gross margin in the ~~sale~~annual orforecasting process and reviews actual results when making decisions about allocating resources. Since the ~~assets~~Company ~~are~~operates as ~~follows:~~one operating segment, financial segment information, including profit or loss and asset information, can be found in the consolidated financial statements.

~~Revenue by geographical region for the three and nine months ended June 28, 2025 and June 29, 2024 are as follows (in thousands):~~30

	Three Months Ended					Nine Months Ended
	June 28, 2025			June 29, 2024		June 28, 2025			June 29, 2024
United States	$	584,885		$	469,530	$	1,594,674		$	1,220,753
International	7,236			808		33,791			2,860
Total revenue	$	592,121		$	470,338	$	1,628,465		$	1,223,613
Percentage of revenue generated outside of the United States	1		%	nil		2		%	nil

Total property and equipment, net by geographical region at June 28, 2025 and at September 28, 2024 are as follows (in thousands):

	June 28, 2025		September 28, 2024
United States	$	72,887	$	96,802
International	126		307
Total property and equipment, net	$	73,013	$	97,109
Percentage of property and equipment, net held outside of the United States	nil		nil

Table of Contents

Geographic Information

Revenue and property and equipment, net by geographic region, based on physical location of the operations recording the sale or the assets are as follows:

Revenue by geographical region for the three months ended December 27, 2025 and December 28, 2024 are as follows (in thousands):


	Three Months Ended
	December 27, 2025			December 28, 2024
United States	$	605,637		$	486,184
International	24,348			509
Total revenue	$	629,985		$	486,693
Percentage of revenue generated outside of the United States	4		%	nil

Total property and equipment, net by geographical region at December 27, 2025 and at September 27, 2025 are as follows (in thousands):


	December 27, 2025		September 27, 2025
United States	$	115,694	$	117,640
International	6		9
Total property and equipment, net	$	115,700	$	117,649
Percentage of property and equipment, net held outside of the United States	nil		nil

20. Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the ~~condensed~~ consolidated financial statements were issued. ~~Other~~The ~~than as described in these condensed consolidated financial statements and below, the~~ Company did not identify any subsequent events that would have required adjustment or disclosure in the ~~condensed~~ consolidated financial statements.

In July 2025, the Company acquired a strategic investment for $20.0 million. The strategic investment was issued to the Company as a convertible promissory note in the aggregate principal amount of $20.0 million, bears interest at 8% per annum, and matures on July 18, 2027. The note is convertible into preferred shares at a conversion price calculated on the date of conversion. The Company will account for this strategic investment within other long-term assets on its condensed consolidated balance sheets.31

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and related notes thereto as of and for the year ended September 2827, ~~2024~~2025, as included within our Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on ~~December~~November 424, ~~2024~~2025. As discussed in the section titled “Cautionary Note on Forward-Looking Statements,” the following discussion and analysis contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled “Risk Factors” included under Part II, Item 1A below.

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 ~~currently~~ automate the processing of pallets, cases, and ~~eaches~~items in(known ~~large~~as ~~warehouses~~eaches) ~~for some of the largest retail companies~~ in ~~the world~~warehouses. ~~Our System enhances operations at the front end of the supply chain, and therefore benefit all supply partners further down the chain, irrespective of fulfillment strategy.~~

Our ~~System~~robotic is based onautomation asystems, ~~unique~~which ~~approach~~include tohardware ~~connecting~~and ~~producers~~essential ofsoftware, ~~goods~~move, tostore ~~end~~and ~~users,~~sort cases and eaches in awarehouses. ~~way~~Our ~~that~~systems ~~resolves~~are ~~the~~operational ~~mismatches~~in a number of ~~quantity~~the world’s largest retailers, ~~timing~~including ~~and~~Walmart, ~~location~~wholesale ~~that~~distributors, ~~arise~~including ~~between~~C&S ~~the~~Wholesale ~~two~~Grocers, ~~while~~and ~~reducing~~are ~~costs.~~being ~~The~~deployed ~~underlying~~in ~~architecture~~GreenBox ofSystems ~~our~~LLC, ~~System~~which is ~~what~~now ~~differentiates~~doing ~~our~~business ~~solution~~as ~~from~~Exol ~~anything~~(“Exol”), ~~else~~our inwarehouse-as-a-service ~~the~~joint ~~marketplace~~venture. ItWe ~~utilizes~~have ~~fully~~spent ~~autonomous~~significant ~~robots,~~time ~~collectively~~working ~~controlled~~closely bywith our ~~artificial~~customers ~~intelligence~~to ~~enabled~~develop, ~~system~~test ~~software~~and torefine ~~achieve~~our attechnology. ~~scale,~~We ~~real~~have ~~world~~approximately ~~supply~~$22.3 ~~chain~~billion ~~improvements~~of ~~that~~backlog ~~are~~as soof ~~compelling~~December ~~that~~27, we2025, ~~believe~~of which our ~~approach~~agreements ~~can~~with ~~become~~Walmart ~~the~~and deExol ~~facto~~comprise ~~standard~~the ~~approach~~vast ~~for how warehouses operate~~majority.

We have devoted significant funds and resources to date in developing and diversifying our systems and related applications. Our systems are designed to increase efficiency, speed and flexibility of the supply chain by using proprietary robotics and A.I.-powered software for the movement and storage of goods. Our intellectual property is protected by a portfolio of approximately 1,100 issued and/or pending patents.

We believe that the global supply chain has reached a point of critical stress, driving an inflection in demand for intelligent and scalable automation. As consumer buying habits change, the labor market shifts, and cost of living wages increase, the demand on warehouse workers is becoming overly burdensome. Manual operations are becoming unsustainable and older automation systems are not capable of optimally satisfying modern operational needs. The dramatic growth in e-commerce has increased supply chain complexity by putting pressure on retailers to support multiple sales channels and orders of eaches in addition to cases and pallets. Meanwhile, consumer expectations have evolved to demand a larger variety of items to be delivered quickly and seamlessly. This has placed significant strain on the traditional supply chain and the people who support it. We help our customers thrive in this increasingly challenging environment.

In January 2025, we acquired the Advanced Systems and Robotics (“ASR”) business from Walmart and signed a Master Automation Agreement that provides for the development, manufacture and installation of automated systems for online pickup and delivery at Walmart retail stores (“2025 Walmart MAA”). This acquisition added a new product category for us to address the opportunity for automated fulfillment of customer orders at the local and store level, which supports the growth of e-commerce. Under the 2025 Walmart MAA, as of December 27, 2025, we are operating several micro-fulfillment systems, which we will continue to support. We are in the process of developing an advanced micro-fulfillment system for future deployments.

Key Components of Consolidated Statements of Operations

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”). 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. As a result, each customer contract may contain multiple performance obligations. We determine whether performance obligations are distinct based on whether the customer can benefit from the 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.~~

Table of Contents

that are readily available and whether our commitment to provide the goods or services to the customer is separately identifiable from other promises in the contract.

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

Systems: We design, assemble, and install Systems and perform configuration of essential software. Systems include the delivery of hardware and an essential software component, sold as either a perpetual or term-based on-premise license, that automate our customers’ depalletizing, storage, selection, and palletization warehousing processes. The hardware and essential software are each not capable of being distinct because our customers cannot benefit from the hardware or software on their own. Accordingly, they are treated as a single performance obligation. Fees for Systems are typically either cost-plus fixed fee amounts, fixed, or in certain cases, subject to a capped cost amount that are due based on the achievement of a variety of milestones beginning at contract inception through final acceptance. The substantial majority of our software is sold as a perpetual on-premise license, however, we do sell an immaterial amount of term-based on-premise licenses.

The key metrics which describe our System from commencement to completion are as follows: (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 majority of Systems revenue occurs during Deployment, and once a System is Operational, software maintenance and support begins.

27Software 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. Fees for Software Maintenance and Support are typically payable in advance on a quarterly, or annual basis over the term of the Software Maintenance and Support contract, which term can range from one to 15 years, but for a substantial majority of our Software Maintenance and Support contracts is 15 years.

~~Table~~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. 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 ~~Contents~~spare parts to our customers as needed to service their System.

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. Fees for Software Maintenance and Support are typically payable in advance on a quarterly, or annual basis over the term of the Software Maintenance and Support contract, which term can range from one to 15 years, but for a substantial majority of our Software Maintenance and Support contracts is 15 years.

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. 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.

Cost of Revenue

Our cost of revenue is composed of the following for each of our distinct performance obligations:

Systems: Systems cost of revenue consists primarily of material and labor consumed in the production and installation of Systems, as well as depreciation expense. The design, assembly, and installation of a System includes substantive customer-specified acceptance criteria that allow the customer to accept or reject Systems that do not meet the customer’s specifications. When we cannot objectively determine that acceptance criteria will be met upon contract inception, cost of revenue relating to Systems is deferred and expensed at a point in time upon final acceptance from the customer. If acceptance criteria can be reasonably certain upon contract inception, Systems cost of revenue is expensed as incurred.

Software ~~maintenance~~Maintenance and ~~support~~Support: Cost of revenue attributable to Software Maintenance and Support primarily relates to labor cost for our maintenance team providing routine technical support, and maintenance updates and upgrades to our customers. Software Maintenance and Support cost of revenue is expensed as incurred.

Operation ~~services~~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.

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.

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

Table of Contents

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

Restructuring Charges

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

Other Income (Expense), Net

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

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

Results of Operations for the Three Months Ended December 27, 2025 and December 28, 2024

Table of Contents

Results of Operations for the Three and Nine Months Ended June 28, 2025 and June 29, 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 data has been derived from the unaudited condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q which include, in our opinion, all adjustments, consisting only of normal recurring adjustments, that we consider necessary for a fair statement of the financial position and results of operations for the interim periods presented. The period-to-period comparison of financial results is not necessarily indicative of financial results to be achieved in future periods.

	For the Three Months Ended				For the Nine Months Ended
	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024
	(in thousands)
Revenue:
Systems	$	559,108	$	450,595	$	1,536,539	$	1,168,993
Software maintenance and support	8,121		3,545		20,331		8,280
Operation services	24,892		16,198		71,595		46,340
Total revenue	592,121		470,338		1,628,465		1,223,613
Cost of revenue:
Systems	457,911		398,761		1,254,289		1,024,832
Software maintenance and support	1,756		2,539		5,735		6,201
Operation services	24,832		14,065		72,952		43,331
Total cost of revenue	484,499		415,365		1,332,976		1,074,364
Gross profit	107,622		54,973		295,489		149,249
Operating expenses:
Research and development expenses	52,147		44,722		157,279		133,327
Selling, general, and administrative expenses	75,670		47,871		215,092		143,535
Restructuring charges	16,361		—		16,361		—
Total operating expenses	144,178		92,593		388,732		276,862
Operating loss	(36,556)		(37,620)		(93,243)		(127,613)
Other income, net	8,451		11,615		27,987		27,626
Loss before income tax and equity method investment	(28,105)		(26,005)		(65,256)		(99,987)
Income tax benefit (expense)	(44)		(182)		1,204		(102)
Loss from equity method investment	(3,776)		(537)		(7,831)		(537)
Net loss	$	(31,925)	$	(26,724)	$	(71,883)	$	(100,626)

Table of Contents

	For the Three Months Ended						~~For the Nine Months Ended~~
	June 28, 2025			June 29, 2024			June 28, 2025		June 29, 2024
	December 27, 2025			December 28, 2024
Revenue:
	(in thousands)
Systems	94		%	96		%	94	%	96	%
Revenue:
Software maintenance and support	1			1			1		1
Systems	$	590,292		$	464,059
Operation services	4			3			4		4
Software maintenance and support	10,885			5,525
Total revenue	100			100			100		100
Operation services	28,808			17,109
Cost of revenue:
Total revenue	629,985			486,693
Systems	77			85			77		84
Cost of revenue:
Software maintenance and support	—			1			—		1
Systems	469,873			380,990
Operation services	4			3			4		4
Software maintenance and support	2,954			1,858
Total cost of revenue	82			88			82		88
Operation services	23,734			22,829
Gross profit	18			12			18		12
Total cost of revenue	496,561			405,677
Operating expenses:
Gross profit	133,424			81,016
Research and development expenses	9			10			10		11
Operating expenses:
Selling, general, and administrative expenses	13			10			13		12
Research and development expenses	43,006			43,279
Restructuring charges	3			—			1		—
Selling, general, and administrative expenses	81,219			60,705
Total operating expenses	24			20			24		23
Restructuring charges	2,673			—
Operating loss	(6)			(8)			(6)		(10)
Total operating expenses	126,898			103,984
Other income, net	1			2			2		2
Operating income (loss)	6,526			(22,968)
Loss before income tax and equity method investment	(5)			(6)			(4)		(8)
Other income, net	13,246			7,823
Income tax benefit (expense)	—			—			—		—
Income (loss) before income tax and equity method investment	19,772			(15,145)
Loss from equity method investment	(1)			—			—		—
Income tax expense	(615)			(150)
Net loss	(5)		%	(6)		%	(4)	%	(8)	%
Income (loss) from equity method investment	(5,799)			(1,564)
Net income (loss)	$	13,358		$	(16,859)

~~Three and Nine Months Ended June 28, 2025 Compared to the Three and Nine Months Ended June 29, 2024~~35

Table of Contents


	For the Three Months Ended
	December 27, 2025		December 28, 2024
Revenue:
Systems	94	%	95	%
Software maintenance and support	2		1
Operation services	5		4
Total revenue	100		100
Cost of revenue:
Systems	75		78
Software maintenance and support	—		—
Operation services	4		5
Total cost of revenue	79		83
Gross profit	21		17
Operating expenses:
Research and development expenses	7		9
Selling, general, and administrative expenses	13		12
Restructuring charges	—		—
Total operating expenses	20		21
Operating income (loss)	1		(5)
Other income, net	2		2
Income (loss) before income tax and equity method investment	3		(3)
Income tax expense	—		—
Income (loss) from equity method investment	(1)		—
Net income (loss)	2	%	(3)	%

*Percentages are based on actual values. Totals may not sum due to rounding.

Three Months Ended December 27, 2025 Compared to the Three Months Ended December 28, 2024

Revenue

For the Three Months Ended

Change

June 28, 2025

June 29, 2024

Amount

December 27, 2025

December 28, 2024

Amount

(dollars in thousands)

Systems

~~559~~590,~~108~~292

~~450~~464,~~595~~059

~~108~~126,~~513~~233

2427

Software maintenance and support

810,~~121~~885

35,~~545~~525

45,~~576~~360

~~129~~97

Operation services

2428,~~892~~808

1617,~~198~~109

811,~~694~~699

5468

Total revenue

~~592~~629,~~121~~985

~~470~~486,~~338~~693

~~121~~143,~~783~~292

2629

Systems revenue increased during the three months ended ~~June~~December 2827, 2025, as compared to the three months ended ~~June~~December 2928, 2024, due to additional revenue generated from the 2025 Walmart MAA for ASR and there being 4657 Systems in Deployment during the fiscal quarter ending ~~June~~December 2827, 2025, as compared to 3944 Systems in Deployment during the same quarter of fiscal ~~2024. The increase in Systems revenue is primarily due to the additional revenue generated from the~~ 2025 ~~MAA for ASR~~.

The increase in Software Maintenance and Support revenue is due to 4251 Operational Systems which are under Software Maintenance and Support contracts for the three months ended ~~June~~December 2827, 2025, as compared to 2129 Operational Systems which were under Software Maintenance and Support contracts for the three months ended ~~June~~December 2928, 2024.

The increase in Operation Services revenue is attributable to an increase in the number of Operational Systems where we are performing Operation Services for the three months ended ~~June~~December 2827, 2025, as compared to the three months ended ~~June 29,~~

3036

Table of Contents

December 28, 2024. As we continue to increase the number of Operational Systems, an increase in the number of Operation Services contracts is expected.

	For the Nine Months Ended				Change
	June 28, 2025		June 29, 2024		Amount		%
	(dollars in thousands)
Systems	$	1,536,539	$	1,168,993	$	367,546	31	%
Software maintenance and support	20,331		8,280		12,051		146	%
Operation services	71,595		46,340		25,255		54	%
Total revenue	$	1,628,465	$	1,223,613	$	404,852	33	%

Systems revenue increased during the nine months ended June 28, 2025, as compared to the nine months ended June 29, 2024, due to there being 46 System in Deployment during the fiscal quarter ending June 28, 2025, as compared to 39 Systems in Deployment during the same quarter of fiscal 2024. The increase in Systems revenue includes the addition of the revenue generated from the 2025 MAA for ASR.

The increase in Software Maintenance and Support revenue is due to 42 Operational Systems which are under Software Maintenance and Support contracts for the nine months ended June 28, 2025, as compared to 21 Operational Systems which were under Software Maintenance and Support contracts for the nine months ended June 29, 2024.

The increase in Operation Services revenue is attributable to an increase in Operational Systems where we are performing Operation Services for the nine months ended June 28, 2025, as compared to the nine months ended June 29, 2024. 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 for the nine months ended June 28, 2025, as compared to the nine months ended June 29, 2024, is also attributable to an increase in training services provided to our customers in connection with the increase in the number of Operational Systems.

Gross Profit

The following table sets forth our gross profit for the three months ended ~~June~~December 2827, 2025 and ~~June~~December 2928, 2024:

For the Three Months Ended

Change

June 28, 2025

June 29, 2024

Amount

December 27, 2025

December 28, 2024

Amount

(in thousands)

Systems

~~101~~120,~~197~~419

5183,~~834~~069

4937,~~363~~350

Software maintenance and support

67,~~365~~931

13,~~006~~667

54,~~359~~264

Operation services

605,074

2(5,~~133~~720)

(210,~~073)~~794

Total gross profit

~~107~~133,~~622~~424

5481,~~973~~016

52,~~649~~408

Systems gross profit increased $4937.4 million for the three months ended ~~June~~December 2827, 2025, as compared to the three months ended ~~June~~December 2928, 2024. The increase in Systems gross profit is primarily driven by 4657 Systems in Deployment during the three months ended March 29, 2025, as compared to 3944 Systems in Deployment during the three months ended ~~June~~December 2928, 2024. The increase in Systems gross profit was further driven by ~~lower~~continued ~~cost~~performance ~~of revenue resulting from better cost control~~improvements.

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 three months ended ~~June~~December 2827, 2025, as compared to the three months ended ~~June~~December 2928, 2024, while costs to perform our maintenance and support services remained relatively flat.

The ~~decrease~~increase in Operation Services gross profit for the three months ended ~~June~~December 2827, 2025, as compared to the three months ended ~~June~~December 2928, 2024, is driven by aoperational ~~mix~~efficiencies inand ~~the~~an ~~profit~~increase ~~generated~~in ~~from~~ the ~~sale~~number of ~~spare~~Operational ~~parts~~Systems tofrom ~~our~~the ~~customers~~prior year.

Table of Contents

The following table sets forth our gross profit for the nine months ended June 28, 2025 and June 29, 2024:

	For the Nine Months Ended				Change
	June 28, 2025		June 29, 2024		Amount
	(in thousands)
Systems	$	282,250	$	144,161	$	138,089
Software maintenance and support	14,596		2,079		12,517
Operation services	(1,357)		3,009		(4,366)
Total gross profit	$	295,489	$	149,249	$	146,240

Systems gross profit increased $138.1 million during the nine months ended June 28, 2025, as compared to the nine months ended June 29, 2024. The increase in Systems gross profit is primarily driven by 46 Systems in Deployment during the nine months ended June 28, 2025, as compared to 39 Systems in Deployment during the nine months ended June 29, 2024. The increase in Systems gross profit was further driven by lower cost of revenue resulting from better cost control.

The increase in Software Maintenance and Support gross profit is driven by the revenue from the additional Operational Systems which are under Software Maintenance and Support contracts for the nine months ended June 28, 2025, as compared to the nine months ended June 29, 2024, while costs to perform our Maintenance and Support Services remained relatively flat.

The decrease in Operation Services gross profit for the nine months ended June 28, 2025, as compared to the nine months ended June 29, 2024, is driven by an increase in Operation Services costs at certain of our customer sites, 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 ASR Acquisition.

Research and Development Expenses

	For the Three Months Ended						Change
	June 28, 2025			June 29, 2024			Amount		%
	December 27, 2025			December 28, 2024			Amount		%
	(dollars in thousands)
Research and development	$	5243,~~147~~006		$	4443,~~722~~279		$	~~7,425~~(273)	17(1)	%
Percentage of total revenue	97		%	109		%

The ~~increase~~decrease in research and development expenses for the three months ended ~~June~~December 2827, 2025, as compared to the three months ended ~~June~~December 2928, 2024, is due to the following:

	Change
	(in thousands)
Employee-related costs	$	(~~390~~2,622)
Prototyping-related costs, allocated overhead expenses, and other	72,~~815~~349
	$	~~7,425~~(273)

Employee-related costs decreased for the three months ended ~~June~~December 2827, 2025, as compared to the three months ended ~~June~~December 2928, 2024. The primary driver in the decrease to employee-related costs for the three months ended ~~June~~December 2827, 2025, as compared to the three months ended ~~June~~December 2928, 2024, was from an increase in engineering resources assigned to customer projects, which was primarily related to the 2025 MAA.

Prototyping-related costs, allocated overhead expenses, and other expenses increased for the three months ended ~~June~~December 2827, 2025, as compared to the three months ended ~~June~~December 2928, 2024, primarily from an increase in amortization expense attributable to the intangible assets that we acquired through our asset and business combination transactions.

3237

Table of Contents

	For the Nine Months Ended						Change
	June 28, 2025			June 29, 2024			Amount		%
	(dollars in thousands)
Research and development	$	157,279		$	133,327		$	23,952	18	%
Percentage of total revenue	10		%	11		%

The increase in research and development expenses for the nine months ended June 28, 2025, as compared to the nine months ended June 29, 2024, is due to the following:

	Change
	(in thousands)
Employee-related costs	$	2,579
Prototyping-related costs, allocated overhead expenses, and other	21,373
	$	23,952

Employee-related costs increased for the nine months ended June 28, 2025, as compared to the nine months ended June 29, 2024. The primary driver for the increase in employee-related costs for the nine months ended June 28, 2025, as compared to the nine months ended June 29, 2024, is from an increase in engineering resources assigned to customer projects, which was primarily related to the 2025 MAA. There was also an increase in the cost for contractors and consultants for the nine months ended June 28, 2025, as compared to the nine months ended June 29, 2024, which we use to support our growth.

Prototyping-related costs, allocated overhead expenses, and other expenses increased for the nine months ended June 28, 2025, as compared to the nine months ended June 29, 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 combination transactions.

Selling, General, and Administrative Expenses

	For the Three Months Ended						Change
	June 28, 2025			June 29, 2024			Amount		%
	December 27, 2025			December 28, 2024			Amount		%
	(dollars in thousands)
Selling, general, and administrative	$	7581,~~670~~219		$	4760,~~871~~705		$	2720,~~799~~514	5834	%
Percentage of total revenue	13		%	1012		%

The increase in selling, general, and administrative expenses for the three months ended ~~June~~December 2827, 2025, as compared to the three months ended ~~June~~December 2928, 2024, is due to the following:

	Change
	(in thousands)
Employee-related costs	$	2423,~~895~~143
Allocated overhead expenses and other	(2,~~904~~629)
	$	2720,~~799~~514

Employee-related costs increased in the three months ended ~~June~~December 2827, 2025, as compared to the three months ended ~~June~~December 2928, 2024, primarily as a result of our full-time employee and contractor headcount growth within our selling, general, and administrative functions. We increased our headcount primarily to support our rapid acceleration of System Deployments and business transformation. We incurred incremental costs related to building both shorter-term as well as permanent processes and infrastructure to ramp partnerships and operations.

Allocated overhead and other expenses ~~increased~~decreased in the three months ended ~~June~~December 2827, 2025, as compared to the three months ended ~~June~~December 2928, 2024, primarily due to a decrease in legal expenses from the prior year as we incurred more legal expenses related to our internal controls remediation and acquisition activity for the three months ended December 28, 2024. This decrease was offset by an increase in information technology related costs to support growth within our employee base and infrastructure.

Table of Contents

our employee base and infrastructure, as well as an increase in legal expenses, primarily attributable to increased professional services fees related to strategic acquisitions and our internal controls remediation.

	For the Nine Months Ended						Change
	June 28, 2025			June 29, 2024			Amount		%
	(dollars in thousands)
Selling, general, and administrative	$	215,092		$	143,535		$	71,557	50	%
Percentage of total revenue	13		%	12		%

The increase in selling, general, and administrative expenses for the nine months ended June 28, 2025, as compared to the nine months ended June 29, 2024, is due to the following:

	Change
	(in thousands)
Employee-related costs	$	51,448
Allocated overhead expenses and other	20,109
	$	71,557

Employee-related costs increased in the nine months ended June 28, 2025, as compared to the nine months ended June 29, 2024, primarily as a result of our full-time employee and contractor headcount growth within our selling, general, and administrative functions. We increased our headcount primarily to support our rapid acceleration of System Deployments and business transformation. We incurred incremental costs related to building both shorter-term as well as permanent processes and infrastructure to ramp partnerships and operations.

Allocated overhead and other expenses increased in the nine months ended June 28, 2025, as compared to the nine months ended June 29, 2024, primarily due to an increase in information technology related costs to support growth within our employee base and infrastructure, as well as an increase in audit, tax, and legal expenses, primarily attributable to increased professional services fees related to strategic acquisitions and our internal controls remediation.

Restructuring Charges

	For the Three Months Ended						Change
	June 28, 2025			June 29, 2024			Amount		%
	December 27, 2025			December 28, 2024			Amount		%
	(dollars in thousands)
Restructuring Charges	$	162,~~361~~673		$	—		$	162,~~361~~673	100	%
Percentage of total revenue	3nil		%	—nil		%

We incurred $162.47 million of restructuring charges for the three months ended ~~June~~December 2827, 2025 resulting from severance and other benefits expense primarily related to the reduction of workforce across ~~all areas of~~ the ~~employees~~organization ~~that~~to ~~joined~~align ~~the~~resource ~~Company’s~~investment ~~workforce~~to inbusiness ~~connection with the ASR Acquisition~~needs.

Table of Contents

	For the Nine Months Ended						Change
	June 28, 2025			June 29, 2024			Amount		%
	(dollars in thousands)
Restructuring Charges	$	16,361		$	—		$	16,361	100	%
Percentage of total revenue	1		%	—		%

We incurred $16.4 million of restructuring charges for the nine months ended June 28, 2025 resulting from severance and other benefits expense primarily related to the reduction of workforce across all areas of the employees that joined the Company’s workforce in connection with the ASR Acquisition.

Other income, net

	For the Three Months Ended						Change
	June 28, 2025			June 29, 2024			Amount		%
	December 27, 2025			December 28, 2024			Amount		%
	(dollars in thousands)
Other income, net	$	813,~~451~~246		$	117,~~615~~823		$	(35,~~164)~~423	~~(27)~~69	%
Percentage of total revenue	12		%	2		%

The ~~decrease~~increase in other income, net for the three months ended ~~June~~December 2827, 2025, as compared to the three months ended ~~June~~December 2928, 2024, was due to higher interest earned on invested cash balances as a result of ~~increased~~an ~~interest~~increase ~~rates,~~of ~~which~~nearly ~~was offset by a lower cash balance~~$1.0

	For the Nine Months Ended						Change
	June 28, 2025			June 29, 2024			Amount		%
	(dollars in thousands)
Other income, net	$	27,987		$	27,626		$	361	1	%
Percentage of total revenue	2		%	2		%

The increase in other income, net for the nine months ended June 28, 2025, as compared to the nine months ended June 29, 2024, was due to higher interest earned on invested cash balances as a result of increased interest rates as well as other income earned on the fair value adjustment recorded for the nine months ended June 28, 2025 related to our derivative instrument.

Income Taxes

	For the Three Months Ended				Change
	June 28, 2025		June 29, 2024		Amount		%
	(dollars in thousands)
Income tax expense	$	(44)	$	(182)	$	138	(76)	%
Percentage of total revenue	nil		nil

The decrease in income tax expense for the three months ended June 28, 2025, as compared to the three months ended June 29, 2024, is attributable to the expense related to current state income taxes offset by a benefit in international taxes and by the partial release of the valuation allowance in connection with the ASR Acquisition.

Table of Contents

	For the Nine Months Ended				Change
	June 28, 2025		June 29, 2024		Amount		%
	(dollars in thousands)
Income tax benefit (expense)	$	1,204	$	(102)	$	1,306	(1280)	%
Percentage of total revenue	nil		nil

million on our cash balance for the three months ended December 27, 2025, as compared to the three months ended December 28, 2024.

~~The~~Income income tax benefit for the nine months ended June 28, 2025, as compared to the income tax expense for the nine months ended June 29, 2024, is attributable to the expense related to current state income and international taxes offset by the partial release of the valuation allowance in connection with the ASR Acquisition.Taxes


	For the Three Months Ended				Change
	December 27, 2025		December 28, 2024		Amount		%
	(dollars in thousands)
Income tax expense	$	(615)	$	(150)	$	(465)	310	%
Percentage of total revenue	nil		nil

The increase in income tax expense for the three months ended December 27, 2025, as compared to the three months ended December 28, 2024, is attributable to the expense related to international income taxes offset by a benefit in international taxes.

Non-GAAP Financial Measures

In addition to providing financial measurements based on GAAP, we provide additional financial metrics that are not prepared in accordance with GAAP, or non-GAAP financial measures. We use these non-GAAP financial measures, in addition to GAAP financial measures, to understand and compare operating results across accounting periods, for financial and operational decision making, for planning and forecasting purposes, to measure executive compensation, and to evaluate our financial performance. These non-GAAP financial measures are Adjusted EBITDA, Adjusted gross profit, Adjusted gross profit margin, Adjusted research and development expenses, Adjusted selling, general, and administrative expenses, and free cash flow, as discussed below.

We believe that these non-GAAP financial measures reflect our ongoing business in a manner that allows for meaningful comparisons and analysis of trends in the business, as it facilitates comparing financial results across accounting periods and to those of peer companies. We also believe that these non-GAAP financial measures enable investors to evaluate our operating results and future prospects in the same manner as we do. These non-GAAP financial measures may exclude expenses and gains that may be unusual in nature, infrequent, or not reflective of our ongoing operating results.

The non-GAAP financial measures do not replace the presentation of our GAAP financial measures and should only be used as a supplement to, not as a substitute for, our financial results presented in accordance with GAAP.

We consider Adjusted EBITDA to be an important indicator of the operational strength and performance of our business and a good measure of our historical operating trends. Adjusted EBITDA eliminates items that we do not consider to be part of our core operations. 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.

The non-GAAP adjustments, and our basis for excluding them from our non-GAAP financial measures, 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. This makes the comparison of our current financial results to previous and future periods difficult to interpret; therefore, we believe it is useful to exclude stock-based compensation from our non-GAAP financial measures in order to highlight the performance of our business and to be consistent with the way many investors evaluate our performance and compare our operating results to peer companies. 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. 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. We exclude business combination transaction expenses from our non-GAAP financial measures to provide a useful comparison of our operating results to prior periods and to peer companies because such amounts vary significantly based on the magnitude of the transaction and do not reflect our core operations.

•Restructuring charges – Restructuring charges are costs associated with restructuring plans and are primarily related to employee severance and benefit arrangements, lower of cost and net realizable value adjustments to inventory and long-39

Table of Contents

~~lived~~GAAP ~~assets~~financial ~~that~~measures ~~will~~to noprovide ~~longer~~a beuseful ~~used~~comparison ~~in operations, and termination fees for any contracts cancelled as part~~ of ~~the restructuring plan. The restructuring charges in fiscal year 2025 represent those charges incurred related to a reduction of~~ our ~~workforce~~operating ~~across~~results all areas of the employees that joined the Company’s workforce in connection with the ASR Acquisition. The restructuring charges in fiscal year 2024 represent those charges incurred associated with certain actions to ~~restructure~~prior ~~parts~~periods ~~of the Company within the U.S.~~ and ~~Canada.~~to Wepeer ~~exclude~~companies ~~these~~because ~~items from our non-GAAP financial measures when evaluating our continuing business performance as~~ such ~~items~~amounts vary significantly based on the magnitude of the ~~restructuring~~transaction ~~action~~ and do not reflect ~~future~~our ~~expected~~core ~~operating expenses. In addition, these charges do not necessarily provide meaningful insight into the fundamentals of current or past~~ operations ~~of our business~~.

•~~Joint~~Restructuring ~~venture~~charges ~~formation~~– ~~fees~~Restructuring –charges ~~Joint~~are ~~venture~~costs ~~formation~~associated ~~fees~~with ~~represent~~restructuring ~~the~~plans ~~charges~~and ~~incurred~~are ~~associated~~primarily ~~with~~related ~~the~~to ~~formation~~employee ofseverance ~~GreenBox~~and benefit arrangements, ~~which~~lower ~~was~~of ~~established~~cost onand ~~July~~net ~~21,~~realizable ~~2023.~~value Itadjustments ~~primarily~~to ~~includes~~inventory ~~investment~~and ~~banker~~long-lived ~~fees,~~assets ~~legal~~that ~~fees,~~will ~~transaction~~no ~~fees,~~longer ~~advisory~~be ~~fees~~used in operations, and ~~certain~~termination ~~other~~fees ~~professional~~for ~~fees~~any contracts cancelled as part of the restructuring plan. WeThe ~~exclude~~restructuring ~~joint~~charges ~~venture~~in ~~formation~~fiscal ~~fees~~year ~~from~~2025 ~~our~~represent ~~non-GAAP~~those ~~financial~~charges ~~measures~~incurred related to ~~provide~~ a ~~useful~~reduction ~~comparison~~of our workforce across all areas of the employees that joined the Company’s workforce in connection with the ASR Acquisition. We exclude these items from our ~~operating~~non-GAAP ~~results~~financial tomeasures ~~prior~~when ~~periods~~evaluating ~~and~~our ~~peer~~continuing ~~companies~~business ~~because~~performance as such ~~amounts~~items vary significantly based on the magnitude of the ~~joint~~restructuring ~~venture~~action and do not reflect ~~our~~future ~~core~~expected operating expenses. In addition, these charges do not necessarily provide meaningful insight into the fundamentals of current or past operations of our business.

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

•Equity method investment – Equity method investment represents our proportionate share of income or loss of unconsolidated variable interest entities. We exclude this from our non-GAAP financial measures to provide a useful comparison of our operating results to prior periods and to our peer companies because such amounts are not representative of our normal operating activities.

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

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

•Fair value adjustments on strategic investments – Fair value adjustments on strategic investments primarily consist of the gain or loss on strategic investments, which includes recurring fair value adjustments which are adjusted for observable price changes and any potential impairments. See Note 12, Fair Value Measures, included in this report for additional information on our strategic investment activity. We exclude fair value adjustments on strategic investments given the volatility in ongoing adjustments to the valuation of these strategic investments and because such adjustments are unrelated to the operating performance of our business.

37The following table reconciles GAAP net loss to Adjusted EBITDA for the three months ended December 27, 2025 and December 28, 2024 (in thousands):


	Three Months Ended
	December 27, 2025		December 28, 2024
Net income (loss)	$	13,358	$	(16,859)
Interest income	(11,600)		(7,769)
Income tax expense	615		150
Depreciation and amortization	8,693		6,860
Stock-based compensation	44,118		27,081
Business combination transaction expenses	11		3,802
Restructuring charges	2,624		—
Equity method investment	5,799		1,564
Internal control remediation	2,415		3,076
Business transformation costs	2,531		—
Fair value adjustments on strategic investments	(1,661)		—
Adjusted EBITDA	$	66,903	$	17,905

We consider Adjusted gross profit and Adjusted gross profit margin to be important indicators of profitability which we use in our financial and operational decision-making and evaluation of our overall operating performance. We define Adjusted gross profit, a non-GAAP financial measure, as GAAP gross profit excluding the following items: depreciation, stock-based compensation, and restructuring charges. We define Adjusted gross profit margin, a non-GAAP financial measure, as non-GAAP Adjusted gross profit divided by total revenue. The following table reconciles GAAP gross profit to

Table of Contents

~~The~~Adjusted ~~following~~gross ~~table~~profit ~~reconciles~~and ~~GAAP~~gross ~~net~~profit ~~loss~~margin to Adjusted ~~EBITDA~~gross ~~for~~profit ~~the~~margin ~~three~~during ~~and~~the ~~nine~~periods ~~months~~presented ~~ended June 28, 2025 and June 29, 2024~~ (dollars in thousands):

	Three Months Ended				~~Nine Months Ended~~
	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024
	December 27, 2025		December 28, 2024
Net loss	$	(31,925)	$	(26,724)	$	(71,883)	$	(100,626)
Gross profit	$	133,424	$	81,016
Interest income	(8,373)		(11,610)		(23,371)		(27,554)
Depreciation	1,489		2,469
Income tax expense (benefit)	44		182		(1,204)		102
Stock-based compensation	12,382		2,733
Depreciation and amortization	12,940		10,032		30,969		15,065
Restructuring charges	(48)		—
Stock-based compensation	50,279		30,320		126,982		94,508
Adjusted gross profit	$	147,247	$	86,218
Business combination transaction expenses	422		—		7,522		—
Restructuring charges	16,361		—		16,130		34,206
Joint venture formation fees	—		—		—		1,089
Equity financing transaction costs	—		—		—		1,985
Equity method investment	3,776		537		7,831		537
Internal control remediation	1,795		—		7,046		—
Business transformation costs	75		—		2,475		—
Fair value adjustments on strategic investments	—		—		(4,481)		—
Adjusted EBITDA	$	45,394	$	2,737	$	98,016	$	19,312


Gross profit margin	21.2	%	16.6	%
Adjusted gross profit margin	23.4	%	17.7	%

	Three Months Ended				Nine Months Ended
	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024
Gross profit	$	107,622	$	54,973	$	295,489	$	149,249
Depreciation	3,538		5,359		8,957		5,540
Stock-based compensation	16,034		3,807		31,006		12,394
Restructuring charges	—		—		(231)		34,206
Adjusted gross profit	$	127,194	$	64,139	$	335,221	$	201,389

Gross profit margin			18.2		%				11.7		%				18.1		%				12.2		%
Adjusted gross profit margin			21.5		%				13.6		%				20.6		%				16.5		%

We consider Adjusted research and development expenses and Adjusted selling, general, and administrative expenses to be important indicators of profitability which we use in our financial and operational decision-making and evaluation of our overall operating performance. We define Adjusted research and development expenses and Adjusted selling, general, and administrative expenses as GAAP research and development expense or selling, general, and administrative expense excluding the items indicated in the tables below. The following tables reconcile GAAP research and development expenses to Adjusted research and development expenses and GAAP selling, general, and administrative expenses to Adjusted selling, general, and administrative expenses during the periods presented (in thousands):


	Three Months Ended
	December 27, 2025		December 28, 2024
Research and development expenses	$	43,006	$	43,279
Depreciation and amortization	(4,990)		(2,300)
Stock-based compensation	(8,150)		(12,251)
Adjusted research and development expenses	$	29,866	$	28,728

Table of Contents


	Three Months Ended
	December 27, 2025		December 28, 2024
Selling, general, and administrative expenses	$	81,219	$	60,705
Depreciation and amortization	(2,214)		(2,090)
Stock-based compensation	(23,585)		(12,781)
Business combination transaction expenses	(11)		(3,802)
Internal control remediation	(2,415)		(3,076)
Business transformation costs	(2,531)		—
Adjusted selling, general, and administrative expenses	$	50,463	$	38,956

	Three Months Ended				Nine Months Ended
	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024
Research and development expenses	$	52,147	$	44,722	$	157,279	$	133,327
Depreciation and amortization	(7,133)		(1,250)		(15,044)		(3,236)
Stock-based compensation	(12,860)		(13,279)		(40,719)		(41,728)
Adjusted research and development expenses	$	32,154	$	30,193	$	101,516	$	88,363

	Three Months Ended				Nine Months Ended
	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024
Selling, general, and administrative expenses	$	75,670	$	47,871	$	215,092	$	143,535
Depreciation and amortization	(2,270)		(3,423)		(6,969)		(6,294)
Stock-based compensation	(21,385)		(13,235)		(55,257)		(40,385)
Business combination transaction expenses	(422)		—		(7,522)		—
Internal control remediation	(1,795)		—		(7,046)		—
Business transformation costs	(75)		—		(2,475)		—
Joint venture formation fees	—		—		—		(1,089)
Equity financing transaction costs	—		—		—		(1,985)
Adjusted selling, general, and administrative expenses	$	49,723	$	31,213	$	135,823	$	93,782

We consider free cash flow to be an important indicator of financial liquidity, which we use in our financial and operational decision-making and evaluation of our overall operating performance. We define free cash flow as net cash provided by, or used in, operating activities less purchases of property and equipment and capitalization of internal use software development costs. The following table reconciles GAAP net cash provided by, or used in, operating activities to free cash flow during the periods presented (in thousands):

	Three Months Ended				Nine Months Ended
	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024
Net cash provided by (used in) operating activities	$	(138,343)	$	50,384	$	336,259	$	41,306
Purchases of property and equipment and capitalization of internal use software development costs	(14,867)		(17,143)		(42,784)		(23,007)
Free cash flow	$	(153,210)	$	33,241	$	293,475	$	18,299

Liquidity and Capital Resources

As of June 28, 2025, our principal sources of liquidity were cash received from customers upon the inception and continuation of contracts to install Systems.

The following table shows net cash provided by operating activities, net cash provided by (used in) investing activities, and net cash provided by (used in) financing activities for the nine months ended June 28, 2025 and June 29, 2024:

	Nine Months Ended
	June 28, 2025		June 29, 2024
	(in thousands)
Net cash provided by (used in):
Operating activities	$	336,259	$	41,306
Investing activities	$	(285,009)	$	201,844
Financing activities	$	(954)	$	369,289

Table of Contents


	Three Months Ended
	December 27, 2025		December 28, 2024
Net cash provided by operating activities	$	191,540	$	205,027
Purchases of property and equipment and capitalization of internal use software development costs	(2,052)		(7,357)
Free cash flow	$	189,488	$	197,670

Liquidity and Capital Resources

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

The following table shows net cash provided by operating activities, net cash used in investing activities, and net cash provided by (used in) financing activities for the three months ended December 27, 2025 and December 28, 2024:


	Three Months Ended
	December 27, 2025		December 28, 2024
	(in thousands)
Net cash provided by (used in):
Operating activities	$	191,540	$	205,027
Investing activities	$	(40,580)	$	(25,349)
Financing activities	$	423,146	$	(3,862)

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 System Deployments and the associated costs incurred by us to fulfill the System performance obligation. This may result in an operating cash flow source or use for the period, depending on the timing of payments received as compared to the fulfillment of the System performance obligation.

Net cash provided by operating activities was $~~336~~191.35 million during the ~~nine~~three months ended ~~June~~December 2827, 2025. Net cash provided by operating activities was primarily due to our net ~~loss~~income of $7113.94 million adjusted for non-cash items of $~~162~~65.10 million, primarily consisting of $348.17 million depreciation and amortization, $~~119~~45.69 million stock-based compensation, and $4.98 million provision for excess and obsolete inventory, offset by cash provided by operating assets and liabilities of $~~246~~113.12 million. Cash provided by operating assets and liabilities of $~~246~~113.12 million was primarily driven by net working capital changes, including the timing of cash payments to vendors and cash receipts from customers.

Net cash provided by operating activities was $41205.30 million during the ~~nine~~three months ended ~~June~~December 2928, 2024. Net cash provided by operating activities was primarily due to our net loss of $~~100~~16.69 million adjusted for non-cash items of $~~128~~34.57 million, primarily consisting of $176.09 million depreciation and amortization, $8624.96 million stock-based compensation, ~~and $34.1 million provision for excess and obsolete inventory,~~ offset by cash provided by operating assets and liabilities of $13187.52 million. Cash provided by operating assets and liabilities of $13187.52 million was primarily driven by net working capital changes, including the timing of cash payments to vendors and cash receipts from customers, an increase in inventory purchases to meet our installation timeline for our customers’ upcoming System installations in connection with the Walmart MAA and other customer contracts, as well as an increase in deferred revenue resulting from an increase in the number of active System Deployments.

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 during the ~~nine~~three months ended ~~June~~December 2827, 2025 iswas primarily driven by $4238.25 million of cash paid for strategic investments, aswhich ~~well~~includes asour ~~$200.0~~investment ~~million~~in ofour ~~cash~~unconsolidated ~~paid for business acquisitions. No other significant investing activities occurred during the nine months ended June 28, 2025.~~

Net cash and cash equivalents provided by investing activities during the nine months ended June 29, 2024 is primarily driven by $340.0 million in proceeds upon the maturity of certain U.S. Treasury securities, offset by purchases of U.S. Treasury securities of $48.7 million. Additionally, we made strategic investments of $66.5 million. No other significant investing activities occurred during the nine months ended June 29, 2024.42

Table of Contents

variable interest entity, Exol. No other significant investing activities occurred during the three months ended December 27, 2025.

Net cash and cash equivalents provided by investing activities during the three months ended December 28, 2024 consisted of $7.4 million of purchased property and equipment and $18.0 million related to acquisitions of strategic investments, which includes our investment in our unconsolidated variable interest entity, Exol.

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.

During the ~~nine~~three months ended ~~June~~December 2827, 2025, we ~~paid~~received ~~cash for taxes related to the~~ net ~~share~~proceeds ~~settlement~~ of ~~stock-based compensation awards of~~ $3424.04 million, ~~which was offset by cash proceeds~~ from the issuance of Class A common stock ~~under~~upon ~~our~~completion ~~ESPP~~ of ~~$3.2~~our ~~million.~~equity ~~Additionally,~~financing wetransaction ~~made~~in ~~distributions~~December ~~to Symbotic Holdings LLC partners of $1~~2025.2 ~~million.~~ No other significant financing activities occurred during the ~~nine~~three months ended ~~June~~December 2827, 2025.

During the ~~nine~~three months ended ~~June~~December 2928, 2024, we ~~received~~paid ~~cash~~taxes of $~~158~~3.70 million ~~upon~~related ~~the~~to ~~gross~~net ~~exercise~~share bysettlement ~~Walmart~~ of ~~the~~RSUs ~~vested~~and ~~Warrant~~we ~~Units,~~also ~~which~~paid ~~occurred in December 2023. We additionally received proceeds of~~ $~~258.~~0.9 million in ~~relation~~distributions to ~~issuance~~or ofon ~~Class~~behalf ~~A common stock upon completion~~ of ~~our~~Symbotic ~~equity~~Holdings ~~financing~~partners ~~in March 2024. Offsetting these proceeds were distributions~~ to ~~Symbotic~~fund ~~Holdings~~all ~~LLC~~or ~~partners~~part of ~~$47.7~~their ~~million.~~obligations Nowith ~~other~~respect ~~significant~~to ~~financing~~the ~~activities~~taxable ~~occurred~~income ~~during~~of ~~the~~Symbotic ~~nine~~Holdings ~~months~~that ~~ended~~is ~~June 29,~~allocated ~~2024~~to them.

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. AsAt ~~of June~~December 2827, 2025, we had a cash and cash equivalents balance of $~~777~~1,819.61 million. Our cash requirements for the ~~nine~~three months ended ~~June~~December 2827, 2025 were primarily related to inventory purchases in order to deliver our Systems to our customers in an orderly manner in line with our installation timeline, and acquisitions of strategic investments to expand our investment profile.

40Based on our present business plan, we expect our current cash and cash equivalents, working capital, and our forecasted cash flows from operations to be sufficient to meet our foreseeable cash needs for at least the next 12 months. Our foreseeable cash needs, in addition to our recurring operating expenses, include our expected capital expenditures to support expansion of our infrastructure and workforce, potential strategic acquisitions, and minimum contractual obligations. Contractual obligations are cash that we are obligated to pay as part of certain contracts that we have entered into during our course of business. Our contractual obligations consist of operating lease liabilities that are included in our condensed consolidated balance sheet and vendor commitments associated with agreements that are legally binding. Our operating lease cash requirements have not changed materially since September 27, 2025, and are disclosed within Note 5, Leases, included elsewhere in this Quarterly Report on Form 10-Q.

~~Table~~The following table summarizes our current and long-term material cash requirements as of ~~Contents~~December 27, 2025 for our vendor commitments:

Based on our present business plan, we expect our current cash and cash equivalents, working capital, and our forecasted cash flows from operations to be sufficient to meet our foreseeable cash needs for at least the next 12 months. Our foreseeable cash needs, in addition to our recurring operating expenses, include our expected capital expenditures to support expansion of our infrastructure and workforce, potential strategic acquisitions, and minimum contractual obligations. Contractual obligations are cash that we are obligated to pay as part of certain contracts that we have entered into during our course of business. Our contractual obligations consist of operating lease liabilities that are included in our condensed consolidated balance sheet and vendor commitments associated with agreements that are legally binding. Our operating lease cash requirements have not changed materially since September 28, 2024, and are disclosed within Note 5, Leases, included elsewhere in this Quarterly Report on Form 10-Q.


			Payments due in:
	Total		Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years
	(in thousands)
Vendor commitments	$	781,260	$	710,933	$	70,056	$	271	$	—

The following table summarizes our current and long-term material cash requirements as of June 28, 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	$	871,758	$	793,532	$	78,226	$	—	$	—

Our future capital requirements will depend on many factors, including our growth rate, the timing and extent of spending to support research and development efforts, the expansion of sales and marketing activities, the introduction of new and enhanced product and service offerings, and the cost of any future acquisitions of technology or businesses. In the event that additional financing is required from outside sources, we may be unable to raise the funds on acceptable terms, if at all.

Critical Accounting Policies and Estimates

~~There~~Other than the change in accounting principle disclosed below, there have been no significant changes in our critical accounting policies and estimates during the ~~nine~~three months ended ~~June~~December 2827, 2025, as compared to the critical accounting policies and estimates disclosed in the audited consolidated financial statements and related notes thereto as of and for the year ended September 2827, ~~2024~~2025, which are included within the Annual Report on Form 10-K filed with the SEC on ~~December~~November 424, ~~2024~~2025.

Table of Contents

In the first quarter of fiscal year 2026, we changed our stock-based compensation policy for recognizing expense for graded vesting awards with only service conditions from the accelerated attribution method to the straight-line attribution method. In connection with the Business Combination in June 2022, we granted RSUs with accelerated vesting terms. As those initial RSU awards with accelerated vesting terms have fully vested since the Business Combination, we believe the straight-line attribution method for stock-based compensation expense for awards solely subject to time-based vesting conditions is the preferable accounting policy in accordance with ASC Topic 718, Compensation - Stock Compensation, because it more accurately reflects how our ongoing equity awards are earned over the service period and is the predominant method used in its industry. With the transition from the accelerated attribution method to the straight-line attribution method, we no longer consider stock-based compensation related to our service-based RSUs to be a critical accounting policy.

Off-Balance Sheet Arrangements

As of ~~June~~December 2827, 2025, we had no off-balance sheet arrangements as defined in Instruction 8 to Item 303(b) of Regulation S-K.

Recent Accounting Pronouncements

For information on recent accounting pronouncements, see Recently Issued Accounting Pronouncements and Recently Adopted Accounting Pronouncements in the notes to the unaudited condensed consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in our assessment of our sensitivity to market risk since our presentation set forth in Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” in the Annual Report on Form 10-K filed with the SEC on ~~December~~November 424, ~~2024~~2025.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively), has evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Quarterly Report on Form 10-Q. The term “disclosure controls and procedures,” as defined in the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosures. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 27, 2025, our disclosure controls and procedures were not effective at the reasonable assurance level due to the previously reported material weakness described below.

41Previously Reported Material Weakness

As previously disclosed in “Part II. Item 9A. Controls and Procedures” in our Annual Report on Form 10-K for the year ended September 27, 2025, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level because of the existence of a material weakness. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company's annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

As of December 27, 2025, the Company did not effectively design procedures and controls over the timing of the recognition of cost of revenue. This resulted in timing discrepancies in the recognition of cost of revenue during the year ended September 27, 2025. Given that we recognize revenue on a percentage of completion basis, this also resulted in timing

Table of Contents

~~designed~~discrepancies ~~to ensure that information required to be disclosed by a company~~ in the ~~reports~~recognition ~~that~~of itrevenue ~~files~~during ~~or submits under~~ the ~~Exchange~~year ~~Act~~ended ~~is accumulated and communicated to the company’s management~~September 27, ~~including~~2025. ~~its~~These ~~principal~~deficiencies ~~executive~~in ~~and~~internal ~~principal~~control over financial ~~officers,~~reporting orconstituted ~~persons~~a ~~performing~~material ~~similar~~weakness ~~functions,~~ as appropriate to allow timely decisions regarding required disclosures. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of ~~achieving their objectives~~December 27, ~~and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures~~2025.

~~Based~~Notwithstanding onthe ~~such~~material ~~evaluation~~weakness in internal control over financial reporting, our management, including our Chief Executive Officer and Chief Financial Officer, have concluded that asour ofconsolidated ~~June~~financial ~~28,~~statements ~~2025~~present fairly, ~~our~~in ~~disclosure~~all ~~controls~~material ~~and~~respects, ~~procedures~~our ~~were~~financial ~~not~~position, ~~effective~~results atof ~~the~~our ~~reasonable~~operations ~~assurance~~and ~~level~~our ~~because~~cash offlows ~~the~~for ~~existence of~~ the ~~material~~periods ~~weaknesses~~presented ~~described~~in ~~below.~~this AQuarterly ~~material~~Report ~~weakness~~on isForm ~~a deficiency~~10-Q, orin aconformity ~~combination~~with ofU.S. ~~deficiencies,~~GAAP. inThere ~~internal~~can ~~control~~be ~~over~~no ~~financial~~assurance ~~reporting, such~~ that ~~there~~this ismaterial aweakness ~~reasonable~~will ~~possibility~~not ~~that~~result in a ~~material~~ misstatement ofto athe ~~company's~~ annual or interim consolidated financial statements ~~will~~for future periods that would not be prevented or detected ~~on a timely basis~~.

As of June 28, 2025, the Company did not effectively design procedures and controls over the timing of cost of revenue recognition. This resulted in the acceleration of the recognition of cost of revenue during the year ended September 28, 2024. Given that we recognize revenue on a percentage of completion basis, this resulted in the acceleration of recognition of revenue during the year ended September 28, 2024. Additionally, the Company did not effectively design and execute controls over revenue recognition related to cost overruns on certain deployments that will not be billable. These deficiencies in internal control over financial reporting constituted material weaknesses as of June 28, 2025.

Notwithstanding the material weaknesses in internal control over financial reporting, our management, including our Chief Executive Officer and Chief Financial Officer, have concluded that our consolidated financial statements present fairly, in all material respects, our financial position, results of our operations and our cash flows for the periods presented in this Quarterly Report on Form 10-Q, in conformity with U.S. GAAP. There can be no assurance that these material weaknesses will not result in a misstatement to the annual or interim consolidated financial statements for future periods that would not be prevented or detected.

Changes in Internal Control Over Financial Reporting

Subject to the steps taken in connection with the remediation plan noted below, there have been no changes in our internal control over financial reporting for the three months ended ~~June~~December 2827, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Material Weakness Remediation Plan

Management has developed a remediation plan, which it began implementing asduring ~~of the end of~~ fiscal year ~~2024~~2025, that includes the following elements:

•~~Augmented~~redesign ~~compensating~~of ~~controls~~the ~~over~~operational processes and evidence requirements for the receipt of goods and services, with a focus on ~~milestone~~data ~~related~~around ~~expenses~~documenting the timing of the receipt of goods and services;

•~~Implemented~~implementing ~~ERP~~additional ~~system~~compensating ~~enhancements~~controls ~~for~~over the timing of the receipt of goods and services, ~~receipts~~with ~~and~~a ~~enhanced~~continued ~~documentation~~focus ~~requirements~~on ~~for~~ milestone related expenses;

•~~Training~~training of the employees ~~and redesign~~ of the ~~structure of the~~ organization receiving goods and services; and

•~~Implemented~~implementing ~~compensating~~a ~~controls~~long ~~over~~term ~~revenue~~ERP ~~recognition~~system ~~for~~solution ~~non-billable~~to ~~cost~~manage ~~overruns~~vendors which will automate certain aspects of goods and services receipts in fiscal year 2027.

~~Management~~We iscompleted ~~committed to~~ the ~~completion~~implementation of ~~the~~additional ~~remediation~~compensating ofcontrols ~~these~~over ~~material~~the ~~weaknesses,~~timing ~~and, as~~ of ~~February~~the 5,receipt ~~2025, had implemented all~~ of ~~the~~goods ~~controls~~and ~~described~~services ~~above.~~during ~~These controls were tested in connection with management’s evaluation of~~ the ~~effectiveness~~third ~~of our disclosure controls~~ and ~~procedures~~fourth asquarters of ~~June~~fiscal ~~28,~~year 2025. NoManagement ~~significant~~is ~~deficiencies~~committed ~~were noted as part of that testing. We will continue~~ to ~~test~~the ~~these~~completion ~~controls, including in connection with management’s evaluation~~ of the ~~effectiveness~~remediation of ~~our~~this ~~internal~~material ~~control~~weakness ~~over~~and ~~financial~~expects ~~reporting~~to assuccessfully ofimplement ~~the~~enhanced ~~end~~control ~~of our current fiscal year~~processes. AsHowever, as management continues to evaluate and work to improve its internal control over financial reporting, it may determine that additional measures to address control deficiencies or modifications to the remediation plan are necessary. Therefore, management cannot assure you when ~~these~~this material ~~weaknesses~~weakness will be remediated, that additional actions will not be required to remediate ~~these~~this material ~~weaknesses~~weakness, or the costs of any such additional actions. ~~These~~This material ~~weaknesses~~weakness will not be ~~determined~~considered ~~to be~~ remediated until the remediated controls operate for a sufficient period of time and management has concluded, through further testing, that these controls are operating effectively.

4245

Table of Contents

PART II - OTHER INFORMATION

Item 1. 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. We intend to recognize provisions for claims or pending litigation when we determine that an unfavorable outcome is probable, and the amount of loss can be reasonably estimated. Due to the inherent uncertain nature of litigation, the ultimate outcome or actual cost of settlement may materially vary from estimates. For additional information, see “Risk Factors – Risks Related to Our Common Stock - We are party to pending litigation, and we may be subject to future litigation in the operation of our business. An adverse outcome in one or more proceedings could adversely affect our business.”

~~SEC~~We ~~Matters~~intend to recognize provisions for claims or pending litigation when we determine that an unfavorable outcome is probable, and the amount of loss can be reasonably estimated. Due to the inherent uncertain nature of litigation, the ultimate outcome or actual cost of settlement may materially vary from estimates. For additional information, see “Risk Factors – Risks Related to Our Common Stock - We are party to pending litigation, and we may be subject to future litigation in the operation of our business. An adverse outcome in one or more proceedings could adversely affect our business.”

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 rule prohibits actions to impede communications directly with the SEC staff about a possible securities law violation. We intend to continue to defend this matter vigorously and cannot predict the outcome of this investigation.

We have received a subpoena from the SEC relating to our November 2024 restatement of revenues for the year ended September 28, 2024 and certain other matters. We are cooperating with the SEC with respect to this matter.

Securities Class Actions

On ~~August~~December 143, 2024, a putative class action captioned ~~Fox~~Decker v. Symbotic Inc. et al., Case No. 24-cv-~~12090~~12976 was filed in the United States District Court for the District of Massachusetts by an alleged ~~holder~~purchaser of our common stock. The complaint asserted 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. 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 our stock between February 8, 2024 and November 26, 2024. On ~~March~~May 105, 2025, the ~~plaintiff~~court ~~voluntarily~~entered ~~dismissed~~an ~~this~~order ~~action~~appointing ~~without~~a ~~prejudice~~lead plaintiff pursuant to ~~Federal~~the ~~Rule~~Private ofSecurities ~~Civil~~Litigation ~~Procedure~~Reform ~~41(~~Act and setting a~~)(1)(A)(i)~~ schedule for the filing of an amended complaint and our response to the complaint.

On ~~December~~July 311, ~~2024~~2025, aplaintiffs ~~putative~~filed ~~class~~an ~~action~~amended complaint captioned ~~Decker~~Traina v. Symbotic Inc. et al., Case No. 24-cv-~~12976~~12196. ~~was~~Like ~~filed in~~ the ~~United~~Decker ~~States~~complaint, ~~District Court for~~ the ~~District~~amended ~~of Massachusetts by an alleged purchaser of our common stock. The~~ complaint asserts claims for violations of federal securities laws against us and ~~three~~four of our officers on the grounds that we made false and/or misleading statements or omissions related to our ~~revenue~~financial ~~recognition~~results, ~~and~~deployment ~~the~~times, ~~effectiveness~~revenue ofrecognition, ~~our~~and ~~disclosure~~internal controls ~~and procedures~~. Based on these allegations, the ~~plaintiff~~plaintiffs ~~brings~~bring claims seeking unspecified damages, attorneys’ fees, expert fees, and other costs and relief on behalf of ~~himself~~themselves and a putative class of persons who purchased our stock between ~~February~~November 820, ~~2024~~2023 and ~~November~~February ~~26, 2024. On May~~ 5, 2025, the court entered an order appointing a lead plaintiff pursuant to the Private Securities Litigation Reform Act and setting a schedule for the filing of an amended complaint and our response to the complaint.

OnWe ~~July~~filed ~~11,~~a ~~2025,~~motion ~~plaintiffs~~to ~~filed~~dismiss anthe amended complaint ~~captioned~~on ~~Traina~~September v.11, ~~Symbotic Inc~~2025. etThe ~~al,~~plaintiffs ~~Case~~filed ~~No.~~an ~~24-cv-12196.~~opposition ~~Like~~to the ~~Decker~~motion ~~complaint,~~to ~~the~~dismiss ~~amended~~on ~~complaint~~November ~~asserts~~11, ~~claims~~2025. ~~for~~We ~~violations~~filed ofour ~~federal~~reply ~~securities~~brief ~~laws~~in ~~against~~support ~~us and four~~ of our ~~officers~~motion ~~on the grounds that we made false and/or misleading statements or omissions related~~ to ~~our~~dismiss ~~financial~~on ~~results,~~December ~~deployment times~~11, ~~revenue recognition, and internal controls~~2025. ~~Based~~A hearing on ~~these allegations,~~ the ~~plaintiffs~~motion ~~bring~~to ~~claims~~dismiss ~~seeking~~was ~~unspecified~~held ~~damages, attorneys’ fees, expert fees, and other costs and relief~~ on ~~behalf~~December ~~of themselves and a putative class of persons who purchased our stock between November 20~~16, ~~2023 and February 5,~~ 2025.

We intend to vigorously defend ~~this~~these ~~case~~cases. If a court ultimately determines that we are liable in ~~this~~either ~~case~~or both of these cases, we may be subject to substantial damages. We cannot predict with any degree of certainty the outcome of ~~this~~these ~~matter~~matters or determine the extent of any potential liabilities. We also cannot provide an estimate of the possible loss or range of loss. Any adverse outcome in ~~this~~these ~~matter~~matters could expose us to substantial damages that may have a material adverse impact on our operations and cash flows. Despite the potential for significant damages, we do not believe, based on currently available information, that the outcome of ~~this~~these ~~proceeding~~proceedings will have a material adverse effect on our financial condition, although the outcome could be material to our operating results for any particular period, depending, in part, upon the operating results for such period.

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~~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 ~~also~~seek ~~contend~~compensatory ~~that~~damages, changes to corporate governance and internal procedures, restitution, costs and attorneys’ fees, and other unspecified relief. 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 were granted on November 24, 2025.

43We intend to vigorously defend these cases. If a court ultimately determines that we are liable, we may be subject to substantial damages. We cannot predict with any degree of certainty the outcome of this matter or determine the extent of any

Table of Contents

~~the~~potential ~~defendants~~liabilities. ~~wasted~~We ~~corporate~~also ~~assets~~cannot byprovide ~~exposing~~an usestimate toof the ~~securities~~possible ~~class~~loss ~~action~~or ~~lawsuit~~range ~~filed~~of onloss. ~~August~~Any ~~14,~~adverse ~~2024.~~outcome ~~The~~in ~~actions~~this ~~seek~~matter ~~compensatory~~could ~~damages,~~expose ~~changes~~us to ~~corporate~~substantial ~~governance~~damages ~~and~~that ~~internal~~may ~~procedures,~~have ~~restitution,~~a ~~costs~~material ~~and~~adverse ~~attorneys’~~impact ~~fees,~~on ~~and~~our ~~other~~operations ~~unspecified~~and ~~relief~~cash flows. ~~Motions~~Despite tothe ~~consolidate~~potential ~~the~~for ~~two~~significant ~~actions~~damages, ~~into~~we ado ~~single~~not ~~matter~~believe, ~~appoint~~based ~~lead~~on ~~plaintiffs’~~currently ~~counsel~~available information, ~~and~~that ~~stay~~the ~~any~~outcome ~~obligation~~ of ~~the~~this ~~defendants~~proceeding towill ~~respond~~have toa ~~the~~material ~~complaint~~adverse ~~based~~effect on ~~the~~our ~~pendency~~financial ofcondition, although the ~~related~~outcome ~~securities~~could ~~class~~be ~~action~~material ~~lawsuit~~to ~~remain~~our ~~pending~~operating results for any particular period, depending, in part, upon the operating results for such period.

We intend to vigorously defend these cases. If a court ultimately determines that we are liable, we may be subject to substantial damages. We cannot predict with any degree of certainty the outcome of this matter or determine the extent of any potential liabilities. We also cannot provide an estimate of the possible loss or range of loss. Any adverse outcome in this matter could expose us to substantial damages that may have a material adverse impact on our operations and cash flows. Despite the potential for significant damages, we do not believe, based on currently available information, that the outcome of this proceeding will have a material adverse effect on our financial condition, although the outcome could be material to our operating results for any particular period, depending, in part, upon the operating results for such period.

Item 1A. Risk Factors

We are subject to various risks and uncertainties in the course of our business. For a detailed discussion of these risks, please see the section in our Annual Report on Form 10-K filed with the SEC on ~~December~~November 424, ~~2024~~2025 titled “Risk Factors”. Any of the matters highlighted in those risk factors could adversely affect our business, results of operation and financial condition.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

During the fiscal quarter ended ~~June~~December 2827, 2025, the following ~~officers~~director(s) and ~~directors~~officer(s), as defined in Rule 16a-1(f) under the Exchange Act, adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408:

On ~~May~~December 198, 2025, ~~Mariel~~Charles ~~Freve~~Kane, ~~the~~a ~~Vice~~member ~~President,~~of ~~Chief~~our ~~Accounting~~board ~~Officer, and Controller~~ of ~~the Company~~directors, entered into a trading plan pursuant to Rule 10b5-1 of the Exchange Act. MsMr. ~~Freve~~Kane’s Rule 10b5-1 trading plan provides for the sale of up to a maximum of 122,000 shares of our Class A Common Stock that ~~she~~he ~~has~~ received ~~or will receive~~ following the vesting of various RSU grants. Ms Mr. ~~Freve~~Kane’s 10b5-1 trading plan calls for the sale of a percentage of shares that she could receive upon the future vesting of certain outstanding equity awards, net of any shares withheld by us to satisfy applicable taxes. The number of shares to be withheld, and thus the exact number of shares to be sold pursuant to Ms. Freve’s 10b5-1 trading plan, can only be determined upon the occurrence of the future vesting events. For purposes of this disclosure, without subtracting any shares to be withheld upon future vesting events, the maximum aggregate number of shares that may be sold pursuant to Ms. Freve’s 10b5-1 trading plan is 22,682 shares of Class A Common Stock. Ms. Freve’s Rule 10b5-1 trading plan expires on ~~May~~December 2931, 2026, or earlier if all transactions under the trading arrangement are completed. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c) under the Exchange Act.

On ~~May~~December 218, 2025, ~~Carol~~entities ~~Hibbard,~~related ~~the~~to ~~Chief~~Todd ~~Financial~~Krasnow, ~~Officer~~a ~~and~~member ~~Treasurer~~ of ~~the~~our ~~Company~~board of directors, entered into a trading plan pursuant to Rule 10b5-1 of the Exchange Act. Ms Mr. ~~Hibbard~~Kane’s Rule 10b5-1 trading plan provides for the sale of up to a maximum of 54108,~~005~~000 shares of our Class A Common Stock ~~that~~for ~~she~~which ~~has~~Mr. ~~received~~Krasnow ~~following~~is ~~the~~a ~~vesting~~beneficial ofowner ~~various~~as ~~RSU~~defined ~~grants.~~in MsRule 16a-1(a) under the Exchange Act. Mr. ~~Hibbard~~Kane’s Rule 10b5-1 trading plan expires on ~~January~~November 13, 2026, or earlier if all transactions under the trading arrangement are completed. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c) under the Exchange Act.

On ~~June~~December 128, 2025, ~~Corey~~Daniela ~~Dufresne~~Rus, ~~the~~a ~~Senior~~member ~~Vice~~of ~~President~~our &board ~~General Counsel~~ of ~~the Company~~directors, entered into a trading plan pursuant to Rule 10b5-1 of the Exchange Act. Mr Ms. ~~Dufresne~~Rus’s Rule 10b5-1 trading plan provides for the sale of up to a maximum of 11,024 shares of our Class A Common Stock that heshe ~~will~~received ~~receive~~ following the vesting of various RSU grants. Mr Ms. ~~Dufresne~~Rus’s Rule 10b5-1 trading plan ~~calls~~expires ~~for~~on ~~the~~January ~~sale~~31, of2027, aor ~~percentage~~earlier ofif ~~shares~~all ~~that~~transactions heunder ~~could receive upon~~ the ~~future~~trading ~~vesting~~arrangement ofare ~~certain~~completed. ~~outstanding~~The ~~equity~~trading ~~awards,~~arrangement ~~net~~is ofintended ~~any shares withheld by us~~ to satisfy ~~applicable taxes. The number of shares to be withheld, and thus~~ the ~~exact~~affirmative ~~number~~defense ofin ~~shares~~Rule ~~to be sold pursuant to Mr. Dufresne’s~~ 10b5-1(c) ~~trading~~under ~~plan, can only be determined upon~~ the ~~occurrence~~Exchange ~~of the future~~ Act.

44On December 10, 2025, Miriam Ort, our Chief Human Resources Officer, entered into a trading plan pursuant to Rule 10b5-1 of the Exchange Act. Ms. Ort’s Rule 10b5-1 trading plan provides for the sale of up to a maximum of 15,392 shares of our Class A Common Stock that she received following the vesting of various RSU grants. Ms. Ort’s Rule 10b5-1 trading plan expires on December 31, 2026, or earlier if all transactions under the trading arrangement are completed. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c) under the Exchange Act.

Certain of our directors or officers have made elections to participate in, and are participating in, our Incentive Compensation Plan, ESPP or our defined-contribution benefit plan under the provisions of Section 401(k) of the Internal Revenue Code and have may, and may from time to time make, elections to have shares withheld to cover withholding taxes or pay the exercise price of options, which may be designed to satisfy the affirmative defense conditions of Rule 10b5-1 under the Exchange Act or may constitute non-Rule 10b5–1 trading arrangements (as defined in Item 408(c) of Regulation S-K).

Table of Contents

vesting events. For purposes of this disclosure, without subtracting any shares to be withheld upon future vesting events, the maximum aggregate number of shares that may be sold pursuant to Mr. Dufresne’s 10b5-1 trading plan is 85,384 shares of Class A Common Stock. Mr. Dufresne’s Rule 10b5-1 trading plan expires on January 31, 2027, or earlier if all transactions under the trading arrangement are completed. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c) under the Exchange Act.

On June 12, 2025, Michael Dunn, the Chief Customer Officer of the Company, entered into a trading plan pursuant to Rule 10b5-1 of the Exchange Act. Mr. Dunn’s Rule 10b5-1 trading plan provides for the sale of shares of Class A Common Stock that he has received or will receive following the vesting of various RSU grants. Mr. Dunn’s 10b5-1 trading plan calls for the sale of a percentage of shares that he could receive upon the future vesting of certain outstanding equity awards, net of any shares withheld by us to satisfy applicable taxes. The number of shares to be withheld, and thus the exact number of shares to be sold pursuant to Mr. Dunn’s 10b5-1 trading plan, can only be determined upon the occurrence of the future vesting events. For purposes of this disclosure, without subtracting any shares to be withheld upon future vesting events, the maximum aggregate number of shares that may be sold pursuant to Mr. Dunn’s 10b5-1 trading plan is 137,726 shares of Class A Common Stock. Mr. Dunn’s Rule 10b5-1 trading plan expires on August 31, 2026, or earlier if all transactions under the trading arrangement are completed. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c) under the Exchange Act.

On June 12, 2025, Miriam Ort, the Chief Human Resources Officer of the Company, entered into a trading plan pursuant to Rule 10b5-1 of the Exchange Act. Ms. Ort’s Rule 10b5-1 trading plan provides for the sale of up to a maximum of 29,420 shares of Class A Common Stock that she has received following the vesting of various RSU grants. Ms. Ort’s Rule 10b5-1 trading plan expires on June 30, 2026, or earlier if all transactions under the trading arrangement are completed. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c) under the Exchange Act.

Additionally, during the fiscal quarter ended March 29, 2025, on February 19, 2025, an entity related to Todd Krasnow, a director of the Company, entered into a trading plan pursuant to Rule 10b5-1 of the Exchange Act. Mr. Krasnow’s Rule 10b5-1 trading plan provides for the sale of up to a maximum of 40,000 shares of Class A Common Stock for which Mr. Krasnow is a beneficial owner as defined in Rule 16a-1(a) under the Exchange Act. Mr. Krasnow’s Rule 10b5-1 trading plan expires on February 3, 2026, or earlier if all transactions under the trading arrangement are completed. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c) under the Exchange Act.

Certain of our directors and officers have made elections to participate in, and are participating in, our Incentive Compensation Plan, ESPP or our defined-contribution benefit plan under the provisions of Section 401(k) of the Internal Revenue Code and have may, and may from time to time make, elections to have shares withheld to cover withholding taxes or pay the exercise price of options, which may be designed to satisfy the affirmative defense conditions of Rule 10b5-1 under the Exchange Act or may constitute non-Rule 10b5–1 trading arrangements (as defined in Item 408(c) of Regulation S-K).

Table of Contents

Item 6. Exhibits

The exhibits listed below are filed or incorporated by reference into this Report.

Incorporated by Reference

Exhibit

Description

Form

Exhibit

Filing Date

10.1

Offer Letter, dated June 5, 2025, between Symbotic Inc. and Izilda Martins

8-K

10.1

6/9/2025

3.1

Certificate of Incorporation of Symbotic Inc.

8-K

3.1

6/13/2022

10.2

Transition Agreement, dated June 9, 2025 between Symbotic Inc. and Carol Hibbard

8-K

10.2

6/9/2025

3.2

Bylaws of Symbotic Inc.

8-K

3.2

6/13/2022

4.1++

Warrant to purchase common units, dated June 7, 2022, between Symbotic Holdings LLC and Walmart Inc.

8-K

4.1

6/13/2022

4.2

Warrant to purchase class A common stock, dated July 23, 2023, between Symbotic Inc. and Sunlight Investment Corp.

8-K

4.1

7/24/2023

4.3

Description of securities of Symbotic Inc.

10-K

4.2

12/9/2022

4.4

Form of Indenture

S-3

4.1

7/24/2023

18.1

Preferability Letter on Change in Accounting Principle

31.1

Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/ Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended

31.2

Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/ Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended

32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*)


#			Indicates management contract or compensatory plan.
++			Certain of the exhibits and schedules have been omitted in accordance with Item 601(a)(5) of Regulation S-K. We agree to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: ~~August~~February 64, ~~2025~~2026


Symbotic Inc.

By:			/s/ Maria G. Freve
Name:			Maria G. Freve
Title:			Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer)

4749

Filing Compare · Symbotic Inc.