SYM 8-K Current Reports

Symbotic 8-K Report, Financial Results (May 6, 2026)

Symbotic Inc. (Nasdaq: SYM) reported results for its second quarter of fiscal 2026, which ended March 28, 2026. Revenue was $676 million, up 23% year-over-year, and the company reported net income of $9 million, compared with a net loss of $10 million in the second quarter of fiscal 2025. Adjusted EBITDA was $78 million, more than double the $35 million reported a year earlier. Net income attributable to common stockholders was $2.0 million, and a large share of net income went to noncontrolling interests ($7.5 million in the quarter). Cash and cash equivalents rose to $2.0 billion from $1.8 billion at the end of the first quarter. Free cash flow for the quarter was $218.0 million, and operating cash flow was $261.3 million. Systems in deployment rose to 70, and the company cited a contracted backlog of $22.7 billion as of Q2 2026. For the third quarter of fiscal 2026, Symbotic expects revenue of $700 million to $720 million and adjusted EBITDA of $80 million to $85 million. The company said it is not providing GAAP net income guidance because reconciling forward-looking adjusted EBITDA to net income is not possible without unreasonable effort. Management, including CFO Izzy Martins, said it sees a solid growth trajectory supported by rising deployments and enhanced profitability. The filing furnishes a press release (Exhibit 99.1) and an investor presentation (Exhibit 99.2), both dated May 6, 2026. The presentation includes a non-GAAP reconciliation of adjusted EBITDA and free cash flow and reports 52 operational systems.

May 6, 2026 8-K

Symbotic 8-K Report, Shareholder Vote Results (Mar 9, 2026)

Symbotic Inc. held its 2026 annual meeting of stockholders by live audio webcast on March 5, 2026. Stockholders voted on three proposals described in the company's definitive proxy statement filed January 16, 2026. The record date was January 6, 2026, when 123,250,254 shares of Class A common stock, 72,963,208 shares of Class V-1 common stock and 403,559,196 shares of Class V-3 common stock were outstanding and entitled to vote. Class A and V-1 shares carried one vote each and Class V-3 shares carried three votes each, with all classes voting together as a single class. Shares representing 98.89% of the combined voting power were present or represented by proxy, establishing a quorum. All nine nominees were elected as directors, each to serve for one year until the 2027 Annual Meeting of Stockholders. Merline Saintil received the most withheld votes at 7,708,512, while the other eight nominees each received fewer than 2.1 million withheld votes. Stockholders also approved, on a non-binding advisory basis, the compensation of the company's named executive officers, with 1,361,314,576.94 votes for and 14,005,263.46 against, and a majority of votes cast in favor. The Company's appointment of Grant Thornton LLP as independent registered public accounting firm for the fiscal year ending September 26, 2026 was ratified, with 1,390,596,231.4 votes for, 347,521 against and 306,426 withheld. The filing reports no material strategic, financial or operational announcements. Its substance is limited to the formal results of the annual meeting, including director elections, the advisory say-on-pay vote and auditor ratification.

Mar 9, 2026 8-K

Symbotic 8-K Report, Financial Results (Feb 4, 2026)

Symbotic Inc. (Nasdaq: SYM) reported first quarter fiscal 2026 results for the quarter ended December 27, 2025, in a press release furnished as Exhibit 99.1 and a supplemental investor presentation furnished as Exhibit 99.2. Revenue was $630 million, up 29% year-over-year from $486.7 million, and the company reported net income of $13 million, compared with a net loss of $17 million in the prior-year quarter. Adjusted EBITDA reached $67 million, versus $18 million a year earlier. Gross profit margin was 21.2% and adjusted gross profit margin was 23.4%, compared with 16.6% and 17.7% in the year-ago quarter. Cash and cash equivalents totaled $1.8 billion at quarter end, a $574 million increase from the prior quarter that includes $424 million of net proceeds from a Class A common stock issuance. Operating cash flow was $191.5 million and free cash flow was $189.5 million for the quarter. The investor presentation cites approximately $22.3 billion of total backlog and 51 operational systems with 57 systems in deployment. For the second quarter of fiscal 2026, Symbotic expects revenue of $650 million to $670 million and adjusted EBITDA of $70 million to $75 million. The company notes it is not providing net income guidance because reconciling forward-looking adjusted EBITDA to net income is unavailable without unreasonable effort.

Feb 4, 2026 8-K

Symbotic 8-K Report, Corporate Update (Jan 16, 2026)

Symbotic Inc. (SYM) filed this Current Report on Form 8-K under Item 8.01 (Other Events) to disclose the terms of four agreements with its executives. The agreements are a letter of intent dated January 23, 2025 between Symbotic LLC, the company's wholly owned subsidiary, and Michael Dunn (the "Dunn LOI"); an offer letter dated June 10, 2024 between Symbotic LLC and James Kuffner (the "Kuffner Offer Letter"); an addendum to that offer letter dated October 1, 2024 (the "Kuffner Addendum"); and a letter agreement dated June 6, 2025 regarding a corporate apartment for Mr. Kuffner (the "Apartment Letter"). The filing is disclosure-only and reports no financial results, financial statement figures, or dollar amounts. The descriptions of each agreement are qualified in their entirety by the full texts, which are filed as Exhibits 10.1 through 10.4 and incorporated by reference. For investors, the filing's significance lies in the governance and compensation disclosure of these arrangements rather than in operating or financial performance. The filing itself does not describe the economic terms of the agreements, so the substance must be reviewed in the exhibits.

Jan 16, 2026 8-K

Symbotic 8-K Report, Corporate Update (Dec 8, 2025)

Symbotic Inc. (SYM) filed this Form 8-K on December 8, 2025 to report that its previously announced underwritten offering of 11,500,000 shares of Class A common stock was completed. The offering consisted of 8,000,000 shares sold by the Company, including the full exercise of the underwriters' option to purchase 1,500,000 additional shares, and 3,500,000 shares sold by selling securityholders. The Company states that net proceeds to it were approximately $425 million, after underwriting discounts, commissions and offering expenses, and that it plans to use them for general corporate purposes. The Company did not receive any proceeds from the shares sold by the selling securityholders. The filing states that the offering was made under an effective shelf registration statement filed December 3, 2025 (File No. 333-291911), with a base prospectus dated December 3, 2025 and a prospectus supplement dated December 4, 2025. The Underwriting Agreement, dated December 4, 2025, was entered into among Symbotic Inc., Symbotic Holdings LLC, the selling securityholders, and Goldman Sachs & Co. LLC and Citigroup Global Markets Inc. as representatives of the underwriters. It contains customary representations, warranties, covenants, and indemnification and contribution obligations. The filing also attaches a legal opinion from Sullivan & Cromwell LLP on the issuance of the shares (Exhibit 5.1), along with the related consent (Exhibit 23.1) and the cover page interactive data file (Exhibit 104). For investors, the key takeaways are the size of the primary equity raise and the fact that the Company receives the proceeds, while the selling securityholders receive the proceeds from their portion.

Dec 8, 2025 8-K

Leadership ChangesOther Events

Symbotic 8-K Report, Financial Results (Nov 24, 2025)

Symbotic Inc. (Nasdaq: SYM) reported fourth-quarter and fiscal year 2025 results for the periods ended September 27, 2025, via an 8-K furnishing a press release (Exhibit 99.1) and an investor presentation (Exhibit 99.2). For the fourth quarter, revenue was $618 million, compared with $565 million in the year-earlier quarter. The company posted a net loss of $19 million in the quarter, versus net income of $16 million a year earlier, and adjusted EBITDA of $49 million, compared with $42 million. Cash and cash equivalents totaled $1,245 million at quarter end, an increase of $467 million from the prior quarter. For fiscal year 2025, revenue was $2,247 million, reflecting 26% year-over-year growth, with a net loss of $91 million and adjusted EBITDA of $147 million. Free cash flow for the full year was $787.9 million, based on operating cash flow of $866.9 million, and fourth-quarter operating cash flow was $530.7 million. Restructuring charges totaled $22.9 million for the year. Management highlighted the addition of Medline as its first health care vertical customer. For the first quarter of fiscal 2026, the company expects revenue of $610 million to $630 million and adjusted EBITDA of $49 million to $53 million. Management said the start of fiscal 2026 is consistent with expectations for customers' transition to its next-generation storage structure. The presentation cites a total backlog of about $22.5 billion as of Q4 2025.

Nov 24, 2025 8-K

Symbotic 8-K Report, Executive Changes (Aug 27, 2025)

Symbotic Inc. (SYM) filed a Current Report on Form 8-K disclosing two items. First, the Board of Directors increased its size from eight to nine members, effective August 26, 2025, and appointed Andrew Ross to the Board, effective the same date. Mr. Ross, 58, is President of Parker-Hannifin Corporation (since January 2024) and its Chief Operating Officer (since January 2023). He will receive compensation under the Company's non-employee director compensation program, and has entered into the Company's standard indemnification agreement. Second, under Item 8.01 (Other Events), the filing states that on August 7, 2025, the SEC informed the Company that it had concluded its previously disclosed investigation and does not intend to recommend an enforcement action. The investigation related to alleged violations of Rule 21F-17 and to the Company's 2024 restatement of revenues for the fiscal year ended September 28, 2024, along with certain other matters. For investors, the key takeaways are the closure of the SEC investigation without a recommended enforcement action and the addition of an independent-to-management board member with substantial operating experience at a large industrial company.

Aug 27, 2025 8-K

Leadership ChangesRegulation FDExhibits & Filings

Symbotic 8-K Report, Financial Results (Aug 6, 2025)

Symbotic Inc. (Nasdaq: SYM) reported third-quarter fiscal 2025 results for the quarter ended June 28, 2025, with revenue of $592 million, up from $470 million in the year-earlier quarter. The company posted a net loss of $32 million, compared with a net loss of $27 million a year earlier, and adjusted EBITDA of $45 million, compared with $3 million. CFO Carol Hibbard stated that revenue grew 26% year over year and that gross margins improved again. Cash and cash equivalents fell by $177 million from the prior quarter to $778 million. Cash flow was weaker in the quarter. Net cash used in operating activities was $138 million, and free cash flow was negative $153 million, versus positive free cash flow of $249 million in the prior quarter. The company recorded $16 million in restructuring charges in the quarter. Deferred revenue declined sharply from the prior quarter's balance, and the company reported a $22.4 billion total backlog as of Q3 2025, according to its investor presentation. For the fourth quarter of fiscal 2025, Symbotic guided to revenue of $590 million to $610 million and adjusted EBITDA of $45 million to $49 million. Management attributed a temporary, short-term revenue impact to the launch of a proprietary next-generation storage structure, which it said shifts some schedules, but stated that the new structure does not affect backlog. The company did not provide net loss guidance, citing the unavailability of reconciling information without unreasonable effort.

Aug 6, 2025 8-K

Symbotic 8-K Report, Executive Changes (Jun 9, 2025)

Symbotic Inc. (Nasdaq: SYM) announced on June 9, 2025 a leadership change in its finance function. Izilda "Izzy" Martins, currently Executive Vice President and Chief Financial Officer at Avis Budget Group, Inc., will become Chief Financial Officer, Treasurer and principal financial officer effective August 9, 2025, after joining as CFO-designate on July 1, 2025 under an offer letter dated June 5, 2025. Her compensation includes a $650,000 base salary, a target annual bonus of 100% of base salary, a $500,000 sign-on cash bonus subject to clawback, and an equity award with an aggregate target value of $12,000,000, two-thirds in restricted stock units and one-third in performance stock units tied to fiscal year 2028 vesting. Carol Hibbard, the current CFO and Treasurer, is separating from the company. She will remain CFO and Treasurer until August 8, 2025, then serve as a Senior Vice President to assist with transition matters, with her employment ending January 1, 2026. She will then act as a consultant through March 31, 2026. Under her Transition Agreement, she is entitled to $600,000 in severance paid over 12 months, a fiscal 2025 bonus equal to $510,000 multiplied by the company's bonus achievement percentage for the executive leadership team, continued vesting of her restricted stock units through the consulting period, and 12 months of subsidized group medical coverage, subject to a release of claims. The company's press release describes Hibbard's departure as a decision to explore other opportunities and credits her with guiding the company through revenue growth, expansion and investment in innovation, along with improving project execution and controlling costs. The press release is furnished under Item 7.01 and is not deemed filed for Section 18 purposes.

Jun 9, 2025 8-K

Leadership ChangesExhibits & Filings

Symbotic 8-K Report, Executive Changes (May 15, 2025)

Symbotic Inc. (Nasdaq: SYM) filed a Current Report on Form 8-K dated May 15, 2025 to disclose a board change. On May 12, 2025, the Board approved increasing its size from seven to eight members, effective May 14, 2025, and appointed Eric Branderiz as a director effective the same date. The filing states that Mr. Branderiz, 60, previously served as executive vice president and chief financial officer of Enphase Energy, Inc. from June 2018 to February 2022, and as chief accounting officer and corporate controller of Tesla, Inc. from October 2016 to March 2018. He also held senior finance and accounting roles at SunPower Corporation from 2010 to 2016 and currently serves on the boards of Cognizant Technology Solutions Corporation and Fortive Corporation. Mr. Branderiz will receive compensation under the Company's non-employee director program, which provides a cash retainer for Board service and for service on each committee he joins. The filing incorporates by reference the director compensation description in the Company's proxy statement filed January 17, 2025, and his indemnification agreement, the form of which was filed with an 8-K on June 13, 2022. No financial results or operating metrics are reported in this filing. A press release dated May 15, 2025, furnished as Exhibit 99.1, announces the appointment. In it, Chairman and CEO Rick Cohen states that Mr. Branderiz brings deep financial expertise and experience guiding companies through growth stages, and the release describes him as a Certified Public Accountant in California with a bachelor's degree in Business Commerce from the University of Alberta.

May 15, 2025 8-K

Symbotic 8-K Report, Financial Results (May 7, 2025)

Symbotic Inc. (Nasdaq: SYM) reported results for its second quarter of fiscal year 2025, ended March 29, 2025, via a press release furnished as Exhibit 99.1. Revenue was $550 million (reported as $549,651 thousand), compared with $393 million in the second quarter of fiscal 2024. The company posted a net loss of $21 million (net loss of $21,438 thousand), versus a net loss of $55 million a year earlier, and adjusted EBITDA of $35 million (adjusted EBITDA of $34,718 thousand), up from $9 million. Net loss attributable to common stockholders was $3,925 thousand. Gross profit was $107,828 thousand, and adjusted gross profit margin was 22.2%, compared with 17.7% in the prior-year quarter. Cash and cash equivalents rose by $52 million from the prior quarter to $955 million. Net cash provided by operating activities was $269,575 thousand, and free cash flow was $249,015 thousand for the quarter. For the third quarter of fiscal 2025, Symbotic expects revenue of $520 million to $540 million and adjusted EBITDA of $26 million to $30 million. Management said that "our execution has improved, and our margins expanded," and that second-quarter revenue grew 40% year over year. The company also reported 46 systems in deployment, 37 completed systems, and a total backlog of $22.7 billion as of Q2 2025, as shown in the supplemental investor presentation furnished as Exhibit 99.2. The filing also notes that the results include acquisition-related items, including $200,000 thousand in cash paid for business acquisitions and goodwill of $68,669 thousand on the balance sheet, reflecting the acquisition of Walmart's Advanced Systems and Robotics business. Symbotic also furnished an investor presentation (Exhibit 99.2) under Item 7.01, posted to its investor relations website on May 7, 2025, which restates the financial highlights and provides key operating metrics. Both exhibits are furnished rather than filed, so they are not subject to Section 18 liabilities.

May 7, 2025 8-K

Symbotic 8-K Report, Shareholder Vote Results (Mar 10, 2025)

Symbotic Inc. held its 2025 annual meeting of stockholders by live audio webcast on March 6, 2025. Stockholders voted on four proposals, which are described in the company's definitive proxy statement filed January 17, 2025. As of the January 6, 2025 record date, there were 106,662,107 shares of Class A common stock, 76,586,618 shares of Class V-1 common stock, and 404,309,196 shares of Class V-3 common stock outstanding and entitled to vote. Holders represented 99.14% of the combined voting power, which established a quorum. Class V-3 shares carry three votes each, and all classes voted together as a single class. All seven director nominees were elected to one-year terms expiring at the 2026 annual meeting. Richard Cohen received 1,367,146,328 votes for and 1,285,260 withheld, and Merline Saintil had the largest number of withheld votes at 5,789,399. On the advisory say-on-pay vote, 1,367,360,411 votes were cast for and 963,769 against. A majority of votes cast favored holding a stockholder vote on executive compensation every year, with 1,366,202,537 votes for a one-year frequency. Stockholders also ratified Grant Thornton LLP as the independent registered public accounting firm for the fiscal year ending September 27, 2025, with 1,383,461,333 votes for, 682,826 against, and 66,732 withheld.

Mar 10, 2025 8-K

Material AgreementsRegulation FDExhibits & Filings

Symbotic 8-K Report, Financial Results (Feb 5, 2025)

Symbotic Inc. (Nasdaq: SYM) reported first quarter fiscal 2025 results for the quarter ended December 28, 2024, in a press release furnished as Exhibit 99.1, with a supplemental investor presentation furnished as Exhibit 99.2. Revenue was $486.7 million, compared with $564.6 million in the prior quarter and $359.9 million in the year-ago quarter. The company posted a net loss of $18.5 million, of which $15.0 million was attributable to noncontrolling interests, leaving a net loss of $3.5 million attributable to common stockholders. Adjusted EBITDA was $17.9 million, versus $8.1 million a year earlier. Gross profit margin was 16.4%, and adjusted gross profit margin was 17.7%. Operating expenses rose to $104.7 million, led by a jump in selling, general, and administrative expenses to $61.1 million. Cash and cash equivalents increased to $903.0 million at quarter end, and operating cash flow was $205.0 million, producing free cash flow of $197.7 million. Management noted that the acquisition of Walmart's Advanced Systems and Robotics business has been completed. The company cited 44 systems in deployment and a total backlog of $22.4 billion as of Q1 2025 in its investor presentation. For the second quarter of fiscal 2025, Symbotic expects revenue of $510 million to $530 million and adjusted EBITDA of $26 million to $30 million. The CFO stated that the company expects at least 30% year-over-year revenue growth in that quarter, with expanding margins. The filing also notes risks tied to integrating the Walmart business and to the company's reliance on certain customers.

Feb 5, 2025 8-K

Symbotic 8-K Report, Material Agreement (Jan 28, 2025)

On January 28, 2025, Symbotic Inc. (Nasdaq: SYM) disclosed that it completed its acquisition of the Advanced Systems and Robotics business from Walmart Inc. under a Purchase and Sale Agreement dated January 15, 2025, and entered into a related Master Automation Agreement (the Commercial Agreement) with Walmart on January 27, 2025. The Commercial Agreement covers the development, manufacture and installation of accelerated pickup and delivery systems (APDs) for Walmart. Walmart has committed, subject to defined system performance metrics, to purchase 400 APDs, with an option to buy an additional 200 APDs exercisable within 30 days after acceptance of the 220th APD. Walmart will pay Symbotic LLC a total of $520,000,000 in research and development fees: $230,000,000 at closing, $165,000,000 one year after closing and $125,000,000 two years after closing. For each APD, Walmart will pay implementation cost plus a specified net profit amount, along with software maintenance and support and spare parts fees. The filing states that the transaction and agreement could increase Symbotic's future backlog by more than $5 billion, and that the micro-fulfillment solution expands its addressable market by more than $300 billion in the United States alone. Governance and risk terms matter as well. For as long as Walmart holds more than 5% of Symbotic's fully diluted equity, Walmart may recommend a director nominee and designate a nonvoting board observer. The agreement has an initial twelve-year term, includes most-favored pricing terms relative to other customers, restricts Symbotic LLC's ability to sell or license systems to specified companies and limits third-party system sales, and may trigger a royalty to Walmart if Symbotic commercializes substantially similar APDs with third parties. Walmart may terminate if performance standards are missed or certain change-of-control transactions occur.

Jan 28, 2025 8-K

Material AgreementsRegulation FDExhibits & Filings

Symbotic 8-K Report, Material Agreement (Jan 16, 2025)

On January 15, 2025, Symbotic Inc. entered into a Purchase and Sale Agreement with Walmart Inc. to acquire all outstanding equity interests in Walmart Advanced Systems & Robotics Inc. (WASR), a wholly owned Walmart subsidiary. Symbotic will pay $200,000,000 in cash at closing, subject to customary adjustments, plus deferred cash consideration of $175,000,000 payable upon acceptance of the first accelerated pickup and delivery (APD) system under the Commercial Agreement, and $175,000,000 payable upon Walmart's exercise of its Additional APD Option. The Closing is subject to customary conditions; the HSR Act waiting period has already expired, and either party may terminate if the Closing has not occurred by February 14, 2025. Contemporaneously with the Closing, Symbotic LLC and Walmart will enter into a Master Automation Agreement for the development, manufacture and installation of APDs. Walmart commits to purchase 400 APDs, subject to defined system performance metrics, with an option for 200 additional APDs. Walmart will also pay Symbotic LLC a total of $520,000,000 in research and development fees, with $230,000,000 payable at Closing, $165,000,000 one year after Closing and $125,000,000 two years after Closing. The agreement has an initial term ending on the twelfth anniversary of execution and includes governance rights for Walmart, including a right to recommend a board nominee while it holds more than 5% of fully diluted equity, and a nonvoting board observer right. The company's press release states the transaction could add more than $5 billion to future backlog, expands its addressable market by more than $300 billion in the United States, and is expected to be accretive to revenue, margins, adjusted EBITDA and free cash flow. The acquisition is anticipated to close in Symbotic's fiscal second quarter of 2025.

Jan 16, 2025 8-K/A

Earnings & ResultsFinancial EventsExhibits & Filings

Symbotic 8-K/A Report, Financial Results (Nov 27, 2024)

Symbotic Inc. (Nasdaq: SYM) filed an amended Form 8-K/A on November 27, 2024 to disclose that its fourth quarter and fiscal year 2024 results, issued November 18, 2024, should no longer be relied upon. The company is restating its previously issued unaudited interim financial statements for the first, second and third quarters of fiscal 2024, which were filed in Forms 10-Q on February 8, 2024, May 7, 2024 and July 31, 2024. The restatement stems from goods and services, primarily tied to specific milestone achievements, being expensed before the corresponding milestones were achieved. Because revenue is recognized on a percentage of completion basis, this accelerated recognition of both cost of revenue and revenue. A further error was identified on November 25, 2024 involving revenue recognition on cost overruns on certain deployments that will not be billable, which also affected system revenue, income (loss) before income tax, net income (loss) and gross margin in the second, third and fourth quarters of fiscal 2024. The company estimates that correcting these errors will lower system revenue, system gross profit, income (loss) before income tax, and adjusted EBITDA by $30 million to $40 million for fiscal 2024 compared with the November 18, 2024 results. Symbotic also revised its first quarter of fiscal 2025 outlook to revenue of $480 million to $500 million and adjusted EBITDA of $12 million to $16 million. The company delayed its Form 10-K for fiscal 2024 by filing a Notification of Late Filing on Form 12b-25 and expects to file the 10-K and amended 10-Qs within the fifteen-calendar-day extension period. Management has identified certain material weaknesses in its preliminary assessment of internal control over financial reporting for fiscal 2024 and is implementing remediation measures. The Audit Committee discussed these matters with Grant Thornton LLP, the company's independent registered public accounting firm, before making its recommendation.

Nov 27, 2024 8-K

Earnings & ResultsFinancial Events

Symbotic 8-K Report, Financial Results (Nov 18, 2024)

Symbotic Inc. (Nasdaq: SYM) reported fourth-quarter and fiscal 2024 results for the period ended September 28, 2024, with revenue of $577 million, net income of $28 million, and adjusted EBITDA of $55 million for the quarter, compared with revenue of $392 million, a net loss of $45 million, and adjusted EBITDA of $13 million in the same quarter of fiscal 2023. For the full fiscal year 2024, revenue was $1,822 million, net loss was $51 million, and adjusted EBITDA was $96 million. Cash, cash equivalents and marketable securities decreased by $143 million from the prior quarter to $727 million. Management guided first-quarter fiscal 2025 revenue of $495 million to $515 million and adjusted EBITDA of $27 million to $31 million. The most significant item for investors is the company's decision to restate its unaudited interim financial statements for the first, second and third quarters of fiscal 2024, which should no longer be relied upon. The restatement relates to goods and services, primarily tied to specific milestone achievements, that were expensed before the corresponding milestones were achieved, accelerating the recognition of cost of revenue and, because revenue is recognized on a percentage-of-completion basis, revenue as well. The company states these are timing differences between quarters with no impact on full-year fiscal 2024 results, and it will file amendments to its fiscal 2024 Form 10-Qs. The Audit Committee discussed the matter with Grant Thornton LLP, the independent registered public accounting firm. The company plans to file its Form 10-K the following week, which will include its evaluation of internal control over financial reporting as of fiscal year-end 2024. The filing also furnishes a supplemental presentation detailing the variances between previously reported and restated fiscal 2024 quarterly amounts.

Nov 18, 2024 8-K

Earnings & Results

Symbotic 8-K Report, Financial Results (Jul 29, 2024)

Symbotic Inc. (Nasdaq: SYM) reported results for its third fiscal quarter of 2024, ended June 29, 2024, in a press release furnished as Exhibit 99.1. Revenue was $492 million, compared with $312 million in the same quarter of fiscal 2023. The company posted a net loss of $14 million (versus $39 million a year earlier) and adjusted EBITDA of $15 million, compared with an adjusted EBITDA loss of $3 million in the prior-year quarter. Cash, cash equivalents and marketable securities decreased by $81 million from the prior quarter to $870 million. Management said system gross margin fell below expectations due to elongated construction schedules and implementation costs, and that it is focusing on planning, implementation speed and project management. During the quarter the company started five system deployments and completed three operational systems, and it had 39 systems in deployment. The CFO said improving the deployment process may temporarily slow revenue growth, but the company expects system costs to decline and gross margin to return to historical levels in the fourth fiscal quarter. For the fourth quarter of fiscal 2024, Symbotic expects revenue of $455 million to $475 million and adjusted EBITDA of $28 million to $32 million. The company notes it is not providing guidance for net loss, the most comparable GAAP measure, and the filing references risks related to the GreenBox joint venture and pending legislation.

Jul 29, 2024 8-K

Earnings & Results

Symbotic 8-K Report, Financial Results (May 6, 2024)

Symbotic Inc. (Nasdaq: SYM) reported results for its second fiscal quarter of 2024, ended March 30, 2024, in a press release furnished as Exhibit 99.1 to this Form 8-K. Revenue was $424 million, up from $267 million in the same quarter of fiscal 2023. The net loss was $41 million, compared with $55 million a year earlier, and adjusted EBITDA was $22 million, compared with an adjusted EBITDA loss of $11 million. Management said the company started three system deployments and completed three operational systems during the quarter. Gross profit margin was 10.4%, compared with 16.1% in the prior-year quarter, and the filing also reports an adjusted gross profit margin of 19.7%. The quarter included restructuring charges of $34.2 million. Cash, cash equivalents and marketable securities rose by $276 million from the prior quarter to $951 million. The increase reflects $258.0 million of proceeds from the issuance of Class A Common Stock during the quarter, and net cash provided by operating activities of $21.1 million for the quarter. The company expects third-quarter fiscal 2024 revenue of $450 million to $470 million and adjusted EBITDA of $27 million to $29 million.

May 6, 2024 8-K

Symbotic 8-K Report, Executive Changes (Mar 25, 2024)

Symbotic Inc. (SYM) filed a Form 8-K under Item 5.02 reporting a leadership change in its finance and accounting function. On March 19, 2024, the Company appointed Maria G. Freve as Vice President, Controller and Chief Accounting Officer, effective April 15, 2024. Upon that effective date, Ms. Freve will become the Company's principal accounting officer, and Carol Hibbard will step down from that role while remaining Chief Financial Officer, Treasurer and principal financial officer. Ms. Freve, age 49, most recently served as Vice President and Chief Accounting Officer of Sensata Technologies Holding plc from March 2020 until March 2024. Before that, she spent 11 years in finance and accounting leadership roles at Dell EMC and 13 years at PricewaterhouseCoopers LLP. She holds a B.S. in Management from Tulane University. In connection with her appointment, and subject to Board approval, Ms. Freve is expected to receive an equity-based award with a grant date value of $600,000, with terms to be set by the Board at grant.

Mar 25, 2024 8-K

Symbotic 8-K Report, Corporate Update (Mar 8, 2024)

Symbotic Inc. (NASDAQ: SYM) reported in this Form 8-K, filed March 8, 2024, that the underwriters of its February 2024 public offering exercised in full their option to buy an additional 1,500,000 shares of Class A common stock from the Company. The option was exercised on March 6, 2024, and the closing occurred on March 8, 2024. The filing states that the Company's net proceeds from the option exercise were approximately $59 million, and that the total aggregate net proceeds for the offering, including the option, were approximately $256 million. The original offering closed on February 26, 2024, when the Company and certain selling securityholders sold 10,000,000 shares of Class A common stock in an underwritten offering led by Goldman Sachs & Co. LLC as representative of the underwriters. The offering was made under a shelf registration statement filed with the SEC on August 1, 2023 (File No. 333-273383), a base prospectus dated August 2, 2023, and a prospectus supplement dated February 21, 2024. The filing also attaches an opinion of Sullivan & Cromwell LLP on the issuance of the shares sold through the option exercise (Exhibit 5.1), which is incorporated by reference into the registration statement. The filing does not provide any other financial results or operating information.

Mar 8, 2024 8-K

Symbotic 8-K Report, Shareholder Vote Results (Mar 4, 2024)

Symbotic Inc. (SYM) filed this Current Report on Form 8-K to disclose the results of its 2024 annual meeting of stockholders, held via live audio webcast on March 1, 2024. Stockholders were asked to vote on two proposals described in the company's definitive proxy statement filed January 19, 2024. The record date was January 5, 2024, and the meeting reached a quorum with holders representing 99.24% of the combined voting power of shares entitled to vote. All seven director nominees were elected to one-year terms expiring at the 2025 Annual Meeting. Richard Cohen, Rollin Ford, Charles Kane, Todd Krasnow, Vikas Parekh, Daniela Rus and Merline Saintil each received large majorities of votes cast in favor, with Todd Krasnow and Merline Saintil having the highest numbers of votes withheld at 2,263,679 and 2,727,764, respectively. Stockholders also ratified the appointment of Grant Thornton LLP as the independent registered public accounting firm for the fiscal year ending September 28, 2024, with 1,375,493,013 votes for, 31,833 against and 250,898 abstentions. The filing is administrative in nature and reports no new financial results, transactions or strategic developments. Its main significance for investors is the confirmation of the board's composition and the continued engagement of Grant Thornton as auditor. The company's shares are split across Class A, Class V-1 and Class V-3 common stock, with Class V-3 holders entitled to three votes per share, and all classes voted together as a single class.

Mar 4, 2024 8-K

Symbotic 8-K Report, Corporate Update (Feb 26, 2024)

Symbotic Inc. (SYM) filed a Current Report on Form 8-K to disclose the completion of an underwritten offering of 10,000,000 shares of Class A common stock, announced previously and priced under a February 21, 2024 underwriting agreement with Goldman Sachs & Co. LLC as representative. Of the shares, 5,000,000 were sold by the Company and 5,000,000 by selling securityholders. The offering closed on February 26, 2024. The Company reports net proceeds of approximately $197 million after underwriting discounts, commissions and offering expenses, and states that it will use the proceeds for general corporate purposes. The Company received none of the proceeds from the shares sold by the selling securityholders. The underwriters also received a 30-day option to purchase up to an additional 1,500,000 shares. The offering was made under an effective shelf registration statement filed August 1, 2023 (File No. 333-273383), with a base prospectus dated August 2, 2023 and a prospectus supplement dated February 21, 2024. The filing attaches the underwriting agreement (Exhibit 1.1) and a legality opinion from Sullivan & Cromwell LLP (Exhibit 5.1).

Feb 26, 2024 8-K

Earnings & Results

Symbotic 8-K Report, Financial Results (Feb 5, 2024)

Symbotic Inc. (Nasdaq: SYM) reported financial results for its first fiscal quarter of 2024, ended December 30, 2023, in a press release furnished as Exhibit 99.1. The company posted revenue of $369 million, a net loss of $13 million, and adjusted EBITDA of $14 million, compared with revenue of $206 million, a net loss of $68 million, and an adjusted EBITDA loss of $16 million in the same quarter of fiscal 2023. Total revenue in the statement of operations was $368,450 thousand, and gross profit was $70,107 thousand, or a 19.0% gross profit margin. Cash, cash equivalents, restricted cash and marketable securities increased by $129 million from the prior quarter to $677 million. The balance sheet shows cash and cash equivalents of $485,952 thousand, up from $258,770 thousand at September 30, 2023. The cash flow statement shows net cash used in operating activities of $30,150 thousand, offset by a $158,702 thousand inflow from the exercise of warrants. Deferred revenue rose to $840,028 thousand in current liabilities, and accounts receivable rose to $153,058 thousand from $69,206 thousand. For the second fiscal quarter of 2024, the company expects revenue of $400 million to $420 million and adjusted EBITDA of $12 million to $15 million. Management stated that it initiated five system deployments and completed three systems during the quarter. The filing also notes that the company is not providing net loss guidance because reconciling forward-looking adjusted EBITDA to net loss is unavailable without unreasonable effort.

Feb 5, 2024 8-K

Leadership ChangesRegulation FDExhibits & Filings

Symbotic 8-K Report, Financial Results (Nov 20, 2023)

Symbotic Inc. (Nasdaq: SYM) reported results for its fourth quarter and fiscal year ended September 30, 2023, furnishing a press release as Exhibit 99.1. For the fourth quarter, revenue was $392 million, net loss was $45 million, and adjusted EBITDA was $13 million, compared with revenue of $244 million, a net loss of $53 million, and an adjusted EBITDA loss of $20 million in the same quarter of fiscal 2022. Management described this as the company's first quarter of positive adjusted EBITDA. Cash, cash equivalents, restricted cash and marketable securities increased by $35 million from the prior quarter to $548 million at quarter end. For fiscal 2023, revenue was $1,177 million, reflecting 98% year-over-year growth, with a net loss of $208 million and an adjusted EBITDA loss of $18 million. The fourth-quarter results included $14.5 million of restructuring charges and $14.9 million of joint venture formation fees, both excluded from adjusted EBITDA. Adjusted gross profit margin was 19.1% in the fourth quarter, up from 15.1% a year earlier. For the first quarter of fiscal 2024, Symbotic expects revenue of $350 million to $370 million and adjusted EBITDA of $11 million to $14 million. The company did not provide net loss guidance, stating that reconciling forward-looking adjusted EBITDA to net loss is unavailable without unreasonable effort.

Nov 20, 2023 8-K

Symbotic 8-K Report, Executive Changes (Oct 2, 2023)

On October 2, 2023, Symbotic Inc. (Nasdaq: SYM) announced a leadership change in its finance function. Thomas Ernst, Chief Financial Officer and Treasurer, will retire effective December 15, 2023, or earlier if his employment ends for any reason. Under a transition agreement dated October 1, 2023, he will continue in his current roles through the retirement date and then serve as a consultant to the CEO and new CFO through September 28, 2024. Carol Hibbard, formerly Senior Vice President and Controller at The Boeing Company, was appointed Chief Financial Officer and Treasurer effective December 15, 2023. Her employment begins October 23, 2023, and she will serve as CFO designate until she assumes the role. The filing sets out Ernst's severance package, which includes $375,000 in severance paid over twelve months, a $50,000 consulting fee, continued vesting of certain equity awards through the consulting period, and his fiscal 2023 annual bonus. Hibbard's offer includes a base salary of $600,000, a target annual bonus of 85% of base salary, a $300,000 sign-on cash bonus, and an equity award with an aggregate target value of $10,000,000, split between restricted stock units and performance stock units. Severance protections for Hibbard include twelve months of base salary and medical benefits continuation if she is terminated without Cause or resigns for Good Reason. The transition is planned and gradual, with Ernst remaining in his role until year-end and the incoming CFO joining several weeks earlier. The filing also includes a press release in which CEO Rick Cohen credits Ernst with leading the finance organization and the company's public listing, and describes Hibbard as bringing extensive financial and operational experience to the company's next phase of growth.

Oct 2, 2023 8-K

Material AgreementsSecurities & ListingRegulation FD+1

Symbotic 8-K Report, Financial Results (Jul 31, 2023)

Symbotic Inc. (Nasdaq: SYM) furnished an 8-K on July 31, 2023 under Item 2.02 (Results of Operations and Financial Condition) to announce results for its third fiscal quarter ended June 24, 2023. The company reported revenue of $311.8 million for the quarter, up from $175.6 million in the same quarter of fiscal 2022, with a net loss of $39.1 million (compared with $32.9 million a year earlier) and adjusted EBITDA loss of $3.4 million (compared with $21.8 million). Gross profit was $52.9 million, and adjusted gross profit margin was 18.3%. Operating loss narrowed to $42.0 million from $33.0 million in the prior-year quarter's comparison shown in the filing's tables, while nine-month revenue reached $785.0 million versus $348.9 million a year earlier. Cash, cash equivalents, restricted cash and marketable securities rose by $48 million from the prior quarter to $513 million at quarter-end, according to the press release. Balance sheet data show cash and cash equivalents of $255.5 million, marketable securities of $255.4 million, and deferred revenue, current, of $742.2 million, which is large relative to total current liabilities of $898.0 million. Management highlighted the formation of the GreenBox joint venture with SoftBank, which it says adds over $500 billion to annual total addressable market and lifts contracted backlog to approximately $23 billion. For the fourth quarter of fiscal 2023, the company guided to revenue of $290 million to $310 million and adjusted EBITDA of $0 million to $3 million. The filing notes that the press release is furnished, not filed, under Section 18 of the Exchange Act. The release refers readers to risk factors in the company's Form 10-K filed December 9, 2022, and cautions that the GreenBox transaction, customer dependencies and material weaknesses in internal control over financial reporting could affect future results.

Jul 31, 2023 8-K

Symbotic 8-K Report, Material Agreement (Jul 24, 2023)

Symbotic Inc. (Nasdaq: SYM) announced on July 23-24, 2023 the formation of GreenBox Systems LLC, a warehouse-as-a-service joint venture with SoftBank. The company entered into a Framework Agreement, an LLC Agreement, and a Commercial Agreement with GreenBox. Under the Commercial Agreement, GreenBox commits to spend at least $7.5 billion in aggregate on Symbotic systems over a six-year period, with implementation expected to begin in fiscal year 2024. GreenBox pays Symbotic the implementation cost plus a specified net profit amount, plus fees for software maintenance and support and for spare parts and other expenses. The filing states that Symbotic's capital commitment to GreenBox is approximately $1.7 billion through Symbotic Holdings, and that GreenBox will not be consolidated because Symbotic is not the primary beneficiary. The transaction also includes equity and governance terms. Symbotic issued Sunlight Investment Corp. a warrant for up to 11,434,360 Class A shares, subject to vesting conditions. The Framework Agreement imposes a standstill on SoftBank and its controlled affiliates until the earlier of the fourth anniversary of the agreement or the date SoftBank and its affiliates own less than 5% of fully diluted equity. It also requires a board observer seat for SoftBank if the board has no full-time SoftBank employee. The press release accompanying the filing adds that SoftBank and Symbotic own 65% and 35% of GreenBox, respectively, and that Symbotic issued SoftBank warrants for up to 2.0% of fully diluted shares, with a strike price of $41.9719 per share. Separately, SoftBank bought approximately 17.8 million shares from Chairman and CEO Rick Cohen at $28.05 per share in a 100% secondary sale. For investors, the key items are the size of the contracted backlog, the timing of revenue recognition beginning in fiscal 2024, the expected recurring software, parts and services revenue of more than $500 million annually once systems are operational, and the dilution from the warrants. The Commercial Agreement also allows GreenBox to reduce its purchase commitment by 50% if Symbotic has no named successor to Richard B. Cohen as CEO when he is no longer employed by the company.

Jul 24, 2023 8-K

Symbotic 8-K Report, Executive Changes (Jun 7, 2023)

Symbotic Inc. (SYM) filed this Current Report on Form 8-K under Item 5.02, disclosing a leadership change in its finance and accounting function. Santhosh Daniel resigned as Vice President and Controller effective June 16, 2023. Effective June 5, 2023, he no longer serves as principal accounting officer, and he will remain employed as a Vice President through June 16, 2023 to assist with transition matters. The company states that his resignation was not the result of any dispute or disagreement with Symbotic, including any matters relating to its accounting practices or financial reporting. Effective June 5, 2023, Thomas Ernst, the Company's Chief Financial Officer and Treasurer, assumed the responsibilities of chief accounting officer. He will serve as principal financial officer and principal accounting officer for SEC purposes. Biographical information on Mr. Ernst is incorporated by reference from the company's definitive proxy statement on Schedule 14A filed January 18, 2023. For investors, the filing is primarily a routine executive transition with no financial figures disclosed. The key points are the consolidation of principal financial and accounting officer roles under the CFO and the explicit statement that the departure did not stem from any disagreement over accounting or financial reporting.

Jun 7, 2023 8-K

Symbotic 8-K Report, Financial Results (May 1, 2023)

Symbotic Inc. (Nasdaq: SYM) reported results for its second fiscal quarter ended March 25, 2023, in a press release furnished as Exhibit 99.1. Revenue for the quarter was $266.9 million, compared with $96.3 million in the same quarter of fiscal 2022. The company posted a net loss of $55.4 million, versus $29.9 million a year earlier, and an adjusted EBITDA loss of $11.2 million, compared with $26.2 million in the prior-year quarter. Gross profit was $42.8 million, and the gross profit margin was 16.1%. Management attributed the quarter to completing one system and initiating seven new system deployments, and said the transition to outsourcing partnerships included an $8.4 million severance and restructuring charge tied to ceasing manufacturing in Montreal and curtailing capacity in Wilmington, Massachusetts. For the third fiscal quarter of 2023, Symbotic expects revenue of $245 million to $265 million and an adjusted EBITDA loss of $11 million to $8 million, compared with a $21.8 million adjusted EBITDA loss in the third quarter of fiscal 2022. At March 25, 2023, cash, cash equivalents, restricted cash and marketable securities totaled $464.6 million, and the filing states this was an increase of $17.1 million from the prior quarter. Total deferred revenue, current, was $665.4 million, which the balance sheet shows rising from $394.2 million at September 24, 2022. The filing is a furnished (not filed) Item 2.02 notice, and the press release relies on non-GAAP measures, principally adjusted EBITDA and adjusted gross profit, which the company reconciles to GAAP net loss and gross profit. Stock-based compensation was $36.5 million in the quarter, a major reconciling item between GAAP and adjusted results.

May 1, 2023 8-K

Symbotic 8-K Report, Shareholder Vote Results (Mar 2, 2023)

On March 1, 2023, Symbotic Inc. held its 2023 annual meeting of stockholders by live audio webcast. Stockholders voted on two proposals described in the definitive proxy statement filed with the SEC on January 18, 2023. The record date was January 3, 2023, when 59,359,050 Class A, 78,389,034 Class V-1 and 416,933,025 Class V-3 shares were outstanding and entitled to vote. Holders of Class A and V-1 shares had one vote per share, and Class V-3 holders had three votes per share. All classes voted together as a single class. Shares representing 99.32% of the combined voting power as of the record date were present or represented by proxy, establishing a quorum. Stockholders elected all seven director nominees to one-year terms ending at the 2024 Annual Meeting: Richard Cohen, Rollin Ford, Charles Kane, Todd Krasnow, Vikas Parekh, Daniela Rus and Merline Saintil. Each nominee received well over 1.37 billion votes for election, with withheld votes ranging from 146,996 to 435,248 and 6,065,127 broker non-votes for each nominee. Stockholders also ratified the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2023, with 1,379,109,367 votes for, 3,023 against and 13,725 abstentions. The filing reports no broker non-votes on this proposal.

Mar 2, 2023 8-K

Earnings & ResultsLeadership ChangesExhibits & Filings

Symbotic 8-K Report, Financial Results (Jan 30, 2023)

Symbotic Inc. (Nasdaq: SYM) reported unaudited results for its first fiscal quarter 2023, ended December 24, 2022, in a press release furnished as Exhibit 99.1. Revenue was $206.3 million, compared with $77.1 million in the same quarter of fiscal 2022, and the release describes this as 168% year-over-year revenue growth. The company posted a net loss of $68.0 million, versus $23.1 million a year earlier, and an adjusted EBITDA loss of $16.3 million, versus $21.3 million. Stock-based compensation was $49.5 million in the quarter, a major driver of the GAAP net loss. Management highlighted a backlog of $12.0 billion, up from prior levels as stated in the release, and a record six system deployments in the quarter. Cash, cash equivalents and marketable securities totaled $447.5 million, an increase of $94.1 million from the prior quarter. Deferred revenue, current, rose to $580.5 million from $394.2 million at September 24, 2022, and the company reported net cash provided by operating activities of $101.1 million for the quarter. For the second quarter of fiscal 2023, Symbotic expects revenue of $205 million to $230 million and an adjusted EBITDA loss of $13 million to $17 million. The company is not providing guidance for net loss, citing the unavailability of reconciling information without unreasonable effort. The release also notes that the company's Form 10-K filed December 9, 2022 contains risk factors relevant to these results.

Jan 30, 2023 8-K

Symbotic 8-K Report, Financial Results (Nov 21, 2022)

Symbotic Inc. reported record quarterly revenue of $244.4 million for the fourth quarter of fiscal 2022 (ended September 24, 2022), up from $91.7 million a year earlier, with the filing stating 167% year-over-year growth. The quarter's net loss was $53.3 million, compared with $31.5 million in the prior-year quarter, and adjusted EBITDA loss was $20.4 million, compared with $24.0 million. For the full fiscal year, revenue was $593.3 million, reflecting 136% growth, with a net loss of $139.1 million and an adjusted EBITDA loss of $89.8 million. The company said it initiated a record five system deployments in the quarter and established multiple worldwide outsourcing partnerships to support growth through 2025. For the first quarter of fiscal 2023, Symbotic expects revenue of $170 million to $200 million and an adjusted EBITDA loss of $21 million to $25 million. Management cited reduced system cost, offset by continued investment in innovation and scaling the business. The company's cash and cash equivalents were $353.5 million at September 24, 2022. On November 19, 2022, the board appointed Chairman and President Richard Cohen as Chief Executive Officer, with no additional compensation for the role. Michael J. Loparco resigned as CEO and director, stating his departure was not the result of any disagreement. His separation agreement provides $1,050,000 in severance over 18 months, a $700,000 payment equal to his 2022 target annual cash incentive, and $200,000 in advisory fees for serving as a special advisor to the board through January 19, 2023.

Nov 21, 2022 8-K

Symbotic 8-K Report, Financial Results (Aug 1, 2022)

Symbotic Inc. (Nasdaq: SYM) reported results for its fiscal 2022 third quarter ended June 25, 2022, in a press release furnished as Exhibit 99.1 to this Form 8-K. Revenue was $175.6 million, up from $131.5 million in the same quarter of fiscal 2021, and the company posted a quarterly net loss of $32.9 million and an adjusted EBITDA loss of $21.8 million. For the nine months ended June 25, 2022, revenue was $348.9 million, against a net loss of $85.8 million. The filing states that the company's Class A common stock began trading on Nasdaq under the ticker "SYM" on June 8, 2022, following the business combination with SVF Investment Corp. 3 that closed on June 7, 2022. Management highlighted backlog expansion to $11.3 billion, an increase of $6.3 billion, and 13 system deployments in progress compared with four in the third quarter of fiscal 2021. The company stated it expects fiscal 2022 revenue of $490 million to $510 million and an adjusted EBITDA loss of $94 million to $90 million (as written in the release). As of June 25, 2022, cash and cash equivalents were $411.7 million on the balance sheet, and the company stated it had zero debt. The balance sheet shows total assets of $612.8 million, with inventories rising to $127.0 million from $33.6 million at fiscal year-end 2021, and deferred revenue (current plus long-term) totaling $379.0 million. Net loss attributable to common stockholders was only $1.3 million for the quarter, because most of the net loss was attributed to legacy Warehouse Technologies holders and noncontrolling interests following the business combination. The filing notes that results are furnished, not filed, under Item 2.02.

Aug 1, 2022 8-K

Leadership ChangesAcquisitions & DispositionsMaterial Agreements+6

Symbotic 8-K Report, Executive Changes (Jun 24, 2022)

Symbotic Inc. (SYM) filed a Form 8-K on June 24, 2022 under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers) to report a change in its principal accounting officer. Effective June 20, 2022, the Company appointed Santhosh P. Daniel as Vice President and Controller, and he will serve as the Company's principal accounting officer. The filing explains that Jacob Gearwar, Vice President, Finance, Assistant Treasurer and Controller, had been temporarily serving as Controller and principal accounting officer following the Company's business combination with Warehouse Technologies LLC, Symbotic Holdings LLC and Saturn Acquisition (DE) Corp, as described in the Company's Form 8-K filed on June 13, 2022. Upon Mr. Daniel's appointment, Mr. Gearwar no longer serves as principal accounting officer or Controller but continues as Vice President, Finance and Assistant Treasurer. Mr. Daniel, age 51, most recently served as VP, Controller of NWN Carousel from August 2021, and previously as Global Controller of the Digital Solutions division of Baker Hughes (July 2017 to July 2021) and in various roles at General Electric Company (2011 to June 2017). In connection with his appointment, and subject to Board approval, he is eligible for an equity-based award with an expected grant date value of $300,000, with terms to be set by the Board at grant.

Jun 24, 2022 8-K

Symbotic 8-K Report, Material Agreement (Jun 13, 2022)

On June 7, 2022, Symbotic Inc. (formerly SVF Investment Corp. 3) completed its business combination with Symbotic LLC, a transaction that made the company publicly traded and ended its status as a shell company. Class A common stock began trading on Nasdaq under the symbol "SYM" on June 8, 2022. The filing states that the transaction delivered growth capital that supplements $363 million of combined cash on the balance sheet as of March 26, 2022, plus proceeds from a May 20, 2022 warrant exercise, and that the company has an existing $11-plus billion in contracted orders. The combination was accounted for as a reverse recapitalization, with Symbotic Holdings treated as the accounting acquirer, and the company changed its fiscal year end to the last Saturday of September. The filing also details a capital structure heavily weighted toward non-economic voting shares. Post-closing, there were 50,664,146 Class A shares, 60,844,573 Class V-1 shares and 416,933,025 Class V-3 shares outstanding, and Richard B. Cohen is shown beneficially owning 39.7% of total voting shares across classes. The pro forma financials report a net loss attributable to stockholders of $5,502 thousand for the six months ended March 26, 2022 and $27,036 thousand for the year ended September 25, 2021, with pro forma revenues of $173,348 thousand and $251,913 thousand for those periods, respectively. The Tax Receivable Agreement and Up-C structure require the company to pay TRA holders 85% of realized tax savings, and the filing estimates a deferred tax asset of approximately $1,632.1 million and a related liability of approximately $1,387.3 million if all units were exchanged. Governance changed substantially at closing: Michael J. Loparco became CEO, Thomas Ernst became CFO, and the board added Richard B. Cohen, Michael J. Loparco, Rollin Ford, Charles Kane, Todd Krasnow, Vikas J. Parekh, Michael Rhodin and Merline Saintil. Grant Thornton LLP replaced Marcum LLP as independent auditor, and shareholders approved a 2022 Omnibus Incentive Compensation Plan reserving 59,800,928 Class A shares. Investors should note the large Walmart warrant for 15,870,411 OpCo Units at $10.00 per unit and the earnout interests of up to 20,000,000 units tied to share price targets.

Jun 13, 2022 8-K

Shareholder MattersOther EventsExhibits & Filings

Symbotic 8-K Report, Shareholder Vote Results (Jun 3, 2022)

On June 3, 2022, SVF Investment Corp. 3 held an extraordinary general meeting of shareholders to vote on its business combination with Warehouse Technologies LLC, Symbotic Holdings LLC and Saturn Acquisition (DE) Corp., under the Merger Agreement dated December 12, 2021. Holders of 25,535,827 ordinary shares, representing approximately 62.22% of the outstanding ordinary shares entitled to vote, attended virtually or by proxy, which constituted a quorum. The filing reports voting results for the Business Combination Proposal, Domestication Proposal, Organizational Documents Proposal, eight non-binding governance proposals, the election of eight directors, the Merger Issuance Proposal, the Subscription Agreements Proposal, the Incentive Compensation Plan Proposal and the ESPP Proposal. The Business Combination Proposal received 23,785,404 votes for, 1,749,208 against and 1,215 abstentions. In connection with the business combination, holders of 27,459,854 Class A ordinary shares exercised their right to redeem for cash at approximately $10.00 per share, for an aggregate redemption amount of approximately $274,598,540. The filing also references subscription agreements for 20,500,000 shares of the post-combination company's Class A common stock at $10.00 per share, for an aggregate purchase price of $205,000,000. The combined company is named Symbotic Inc., and the proposed structure involves deregistering in the Cayman Islands and domesticating as a Delaware corporation. The Item 8.01 disclosure on redemptions is the most direct indicator of how many public shares left the trust at closing, while the subscription proceeds are identified in the filing as a separate source of capital. The filing's forward-looking statements caution that closing conditions, NASDAQ listing standards, transaction costs and other risks could cause actual results to differ materially from expectations.

Jun 3, 2022 8-K

Symbotic 8-K Report, Corporate Update (May 23, 2022)

On May 23, 2022, Symbotic issued a press release, filed as Exhibit 99.1 to this Form 8-K by SVF Investment Corp. 3, announcing an expanded commercial agreement with Walmart Inc. to implement Symbotic's robotics and software automation platform in all 42 of Walmart's regional distribution centers over the coming years. This expands Walmart's prior commitment to deploy Symbotic Systems in 25 regional distribution centers. The filing states that the retrofitting of all 42 centers is expected to be completed over the next 8+ years, and that Walmart has already begun embedding the technology in select centers. The filing also reiterates the status of the pending business combination between SVF Investment Corp. 3 and Symbotic, under the Agreement and Plan of Merger dated December 12, 2021. The Form S-4 registration statement was declared effective by the SEC on May 9, 2022, and the final proxy statement/prospectus was filed the same day. Completion remains subject to shareholder approval by SVF and unitholder approval by Symbotic, as well as other closing conditions, and the press release describes Symbotic as expected to become a public company listed on Nasdaq. The filing is primarily informational and makes no new financial disclosures about Symbotic or SVF. Investors should note that the Walmart expansion is described qualitatively, and that the forward-looking statements and risk factors in the filing, including the amount of redemption requests by SVF shareholders, are relevant to the transaction's outcome.

May 23, 2022 8-K

Symbotic 8-K Report, Regulation FD Disclosure (May 10, 2022)

On May 10, 2022, SVF Investment Corp. 3 furnished this Current Report on Form 8-K under Item 7.01 (Regulation FD) to disclose a press release and investor presentation from Symbotic containing results for the fiscal 2022 second quarter ended March 26, 2022. The filing relates to the previously announced business combination under an Agreement and Plan of Merger dated December 12, 2021, among SVF, Warehouse Technologies LLC, Symbotic Holdings LLC and Saturn Acquisition (DE) Corp. The Registration Statement was declared effective by the SEC on May 9, 2022, and the Final Proxy Statement/Prospectus was filed the same day. Exhibits are furnished, not filed, for purposes of Section 18 of the Exchange Act. Symbotic reported revenue of $96.3 million for the quarter, up from $23.2 million in the prior-year quarter, with adjusted EBITDA of $(26.2) million and a net loss of $(29.9) million, compared with adjusted EBITDA of $(26.0) million and a net loss of $(26.9) million a year earlier. Gross profit was $16.9 million, a gross margin of 17.6%, versus 15.1% in the prior-year quarter. Operating expenses rose to $46.9 million from $30.4 million, which management attributed in part to non-recurring expenses tied to preparing for operations as a public company. Cash and cash equivalents were $259.0 million at March 26, 2022, up from $156.6 million at September 26, 2021. The six-month figures show revenue of $173.3 million, a net loss of $(53.0) million and net cash used in operating activities of $(62.9) million, driven largely by working capital changes including a $38.5 million increase in inventories and a $25.6 million increase in accounts receivable. Management also announced Michael Loparco as incoming CEO.

May 10, 2022 8-K

Symbotic 8-K Report, Regulation FD Disclosure (May 10, 2022)

SVF Investment Corp. 3 announced on May 10, 2022 that the SEC declared effective its Registration Statement on Form S-4, which includes a proxy statement/prospectus for its proposed business combination with Symbotic LLC through its parent entity Warehouse Technologies LLC. The filing states that SVF has scheduled an extraordinary general meeting, to be held virtually, on June 3, 2022 at 9:00 am Eastern Time for shareholders of record as of April 25, 2022, to approve the Business Combination and related proposals. The filing states that SVF and Symbotic expect to close the Business Combination promptly after the Special Meeting, subject to SVF shareholder approval and other customary closing conditions. Following closing, the post-combination company, to be named Symbotic Inc., is expected to trade on Nasdaq under the ticker "SYM." SVF filed its Final Proxy Statement/Prospectus on May 9, 2022, which will be sent to SVF shareholders and Symbotic unitholders seeking the required approvals. The filing is furnished under Item 7.01 (Regulation FD Disclosure) and is not deemed filed for purposes of Section 18 of the Exchange Act. It includes extensive forward-looking statement cautions, citing risks such as closing conditions, redemption requests by SVF shareholders, the effect of the transaction on Symbotic's business relationships, and the ability to meet Nasdaq listing standards after closing.

May 10, 2022 8-K

Symbotic 8-K Report, Corporate Update (Mar 30, 2022)

On March 30, 2022, SVF Investment Corp. 3 filed a Current Report on Form 8-K under Item 8.01 (Other Events) to disclose a press release issued by Symbotic announcing the appointment of Michael J. Loparco as Chief Executive Officer. The filing restates that SVF entered into an Agreement and Plan of Merger on December 12, 2021 with Warehouse Technologies LLC (Symbotic), Symbotic Holdings LLC and Saturn Acquisition (DE) Corp. The pending transaction is a business combination that would make Symbotic a publicly listed company on Nasdaq. According to the press release (Exhibit 99.1), Rick Cohen will remain Chairman of the Board and President and will move to the role of Chief Product Officer, focusing on product development and customer engagement. Cohen said Loparco has more than 20 years of industry experience, including recent service as Executive Vice President and CEO of Electronics Manufacturing Services at Jabil Inc. The release describes Symbotic as a robotics and automation-based product movement technology platform provider focused on the consumer goods supply chain, with more than 250 issued patents. The filing states that SVF filed an amended Form S-4 on March 23, 2022, which includes a preliminary proxy statement and prospectus, and that the business combination remains subject to closing conditions, stockholder approval, and the other risks described in the forward-looking statements. The filing does not state a closing date or transaction value.

Mar 30, 2022 8-K

Symbotic 8-K Report, Regulation FD Disclosure (Mar 10, 2022)

On March 10, 2022, SVF Investment Corp. 3 (SVF) disclosed under Regulation FD that Symbotic gave an investor presentation at an event organized by parties connected to SVF. The presentation is attached as Exhibit 99.1 and is furnished, not filed, for purposes of Section 18 of the Exchange Act. The disclosure relates to the previously announced business combination under the Agreement and Plan of Merger dated December 12, 2021, among SVF, Warehouse Technologies LLC (Symbotic), Symbotic Holdings LLC and Saturn Acquisition (DE) Corp. The combination is subject to closing conditions, stockholder approvals and other risks, and SVF filed a Form S-4 registration statement on February 4, 2022. The filing itself contains limited financial data. The presentation's risk factors describe Symbotic as an early-stage company with a limited operating history that has not historically been profitable, and it highlights dependence on principal customers, including C&S Wholesale Grocers, Inc., which is an affiliate of Symbotic. The presentation references adjusted EBITDA, a non-GAAP measure, and points to a press release Symbotic issued on March 1, 2022 for the reconciliation to GAAP. For investors, the key takeaways are that this filing is a presentation disclosure rather than a new financial report, that the transaction faces conditions and redemption risk, and that the post-combination company would have a dual-class structure concentrating voting control with the CEO and certain other holders of Class V-3 common stock.

Mar 10, 2022 8-K

Symbotic 8-K Report, Regulation FD Disclosure (Mar 1, 2022)

SVF Investment Corp. 3 furnished this Form 8-K under Item 7.01 to disclose a March 1, 2022 press release and investor presentation from Warehouse Technologies LLC and subsidiaries (Symbotic) reporting results for the first quarter of fiscal 2022, ended December 25, 2021. Symbotic reported revenue of $77.1 million, adjusted EBITDA of $(21.3) million, and a net loss of $(23.1) million, compared with revenue of $5.5 million, adjusted EBITDA of $(25.2) million, and a net loss of $(26.2) million in the prior-year quarter. Management cited a contracted backlog of $5.3 billion and gross margin of 18.8%, up from (10.2)% a year earlier, attributed to the shift from prototype to production system deployments. The filing ties these results to the proposed business combination under the December 12, 2021 Merger Agreement between SVF, Symbotic, Symbotic Holdings LLC and Saturn Acquisition (DE) Corp., which is expected to make Symbotic a Nasdaq-listed public company. The press release notes Walmart as a partner and SoftBank and other established investors as participants in the proposed transaction. Closing remains subject to conditions, stockholder approval, and redemption levels, and SVF's registration statement on Form S-4 was filed February 4, 2022. The balance sheet at December 25, 2021 showed cash and cash equivalents of $363.0 million, up from $156.6 million at September 25, 2021, following $173.8 million in proceeds from the issuance of Class A Common Units. Members' deficit improved to $(978.6) million from $(1,113.2) million, while total deferred revenue (current and long-term) was $496.4 million. Operating cash flow was $40.0 million, and capital expenditures were $7.5 million.

Mar 1, 2022 8-K/A

Material AgreementsSecurities & ListingRegulation FD+1

Symbotic 8-K/A Report, Corporate Update (Jan 25, 2022)

SVF Investment Corp. 3 filed this Form 8-K/A (First Amendment) to restate its previously issued audited balance sheet as of March 11, 2021, the post-IPO balance sheet originally filed on March 17, 2021. The restatement reclassifies all 32,000,000 Class A ordinary shares subject to possible redemption into temporary equity, recognizing accretion from initial book value to redemption value. Under the restated presentation, the Class A ordinary shares subject to possible redemption are shown at $320,000,000, versus $307,243,740 as previously reported, and total shareholders' equity (deficit) moves from $5,000,002 as previously reported to $(7,756,258). The company states the restatement has no impact on its cash position or on cash held in the Trust Account. The Audit Committee and management concluded on November 30, 2021 that the Original Form 8-K and the March 11, 2021 balance sheet should no longer be relied upon. The filing states that the Original Form 8-K's financial statements and related communications are superseded by this amendment. Marcum LLP, the company's independent registered public accounting firm, reissued its audit report with an additional restatement date of January 25, 2022. The filing also reiterates the IPO terms: 32,000,000 Class A ordinary shares sold at $10.00 per share, including 4,000,000 over-allotment shares, generating $320,000,000 in gross proceeds placed in trust. A private placement of 1,040,000 shares to the sponsor raised $10,400,000. The company has 18 months (or 24 months with an extension) to complete a business combination, or March 11, 2023 under the 24-month combination period described in the notes.

Jan 25, 2022 8-K

Symbotic 8-K Report, Material Agreement (Dec 13, 2021)

SVF Investment Corp. 3, a Cayman Islands blank check company, entered into an Agreement and Plan of Merger dated December 12, 2021 with Warehouse Technologies LLC, Symbotic Holdings LLC and Saturn Acquisition (DE) Corp. The transaction would combine SVF with Symbotic, with Symbotic as the surviving company, and SVF would domesticate from the Cayman Islands to Delaware as a public company trading on Nasdaq. The press release in the filing values Symbotic at a pro forma enterprise value of $4.8 billion and a pro forma equity value of approximately $5.5 billion, with up to $725 million of primary gross proceeds, including $320 million of cash in trust assuming no redemptions, a $205 million common equity PIPE (including $150 million from Walmart) and a $200 million forward purchase commitment from an affiliate of SoftBank Vision Fund 2. The filing sets out the key deal mechanics. Symbotic unitholders would receive common units exchangeable into Class A common stock, and the founder and certain entities would receive high-vote Class V-3 shares. Up to 20,000,000 earnout interests may be issued in three tranches tied to VWAP thresholds of $12, $14 and $16 over the seven years after closing. Closing conditions include stockholder approval, a registration statement effective under the Securities Act, at least $50 million of private placements, at least $5,000,001 of net tangible assets after redemptions, and closing SVF cash of at least $350 million. Either party may terminate if the merger is not consummated within 180 days, subject to extension, and SVF would receive a $2 million reimbursement fee in certain termination scenarios. The filing also discloses support agreements from the sponsor, insiders and Warehouse equityholders, a Unit Purchase Agreement under which SVF would buy Symbotic units from the founder's affiliates at $10.00 per unit, a tax receivable agreement under which SVF would pay 85% of realized tax savings to the TRA holders, and a Registration Rights Agreement. The Exhibit 99.2 presentation and Exhibit 99.3 transcript describe management's projections and claims, including FY2021 preliminary unaudited results and a $5 billion contracted backlog, which are forward-looking and unverified.

Dec 13, 2021 8-K

Financial Events

Symbotic 8-K Report, Financial Restatement (Nov 30, 2021)

SVF Investment Corp. 3 filed this Item 4.02 Form 8-K on November 30, 2021 to announce that its previously issued financial statements should no longer be relied upon. Management and the Audit Committee concluded that the audited post-IPO balance sheet as of March 17, 2021, and the unaudited interim financial statements for the quarters ended March 31, June 30, and September 30, 2021, must be restated. The restatement reclassifies all Class A ordinary shares subject to possible redemption into temporary equity, as required under ASC 480-10-S99 for redemption provisions not solely within the company's control. It also changes the earnings per share calculation to allocate income and loss pro rata between the two share classes. The company states that the restatement has no impact on its cash position or on cash held in the Trust Account established for its IPO. Management concluded that a material weakness exists in internal control over financial reporting and that disclosure controls and procedures were not effective during the affected periods. The remediation plan will be described in Item 4 of Part I of the forthcoming Forms 10-Q/A for the affected quarters. The Audit Committee and management discussed these matters with Marcum LLP, the company's independent registered public accounting firm. For investors, the key takeaways are that the correction is presentational and equity-classification related, that prior reported financial statements for 2021 should not be relied upon until the amended 10-Q/A filings are made, and that the company has identified a material weakness in its internal controls.

Nov 30, 2021 8-K

Symbotic 8-K Report, Executive Changes (Apr 14, 2021)

SVF Investment Corp. 3 filed this Current Report on Form 8-K dated April 14, 2021, to disclose a board change. On that date, the Board of Directors appointed Cristiana Falcone as a director. The Board determined she qualifies as an independent director under Nasdaq Capital Market rules, and she was appointed to the audit, compensation and nominating committees. The filing states there are no transactions between the Company and Ms. Falcone requiring disclosure under Item 404(a) of Regulation S-K. The filing describes Ms. Falcone's background as having over 17 years of international experience in strategy, change management and business development. It cites prior roles at SONY, Shell, Revlon, several international governmental organizations, and media companies including Univision and Viacom. It also notes her leadership of the Media, Entertainment and Information community at the World Economic Forum, her service as a non-executive director of three major companies, and her role as CEO and trustee of the JMCMRJ Sorrell Foundation since 2006. The filing is signed by Ioannis Pipilis, Chairman and Chief Executive Officer. It contains no financial results, transaction terms or compensation details for the new director.

Apr 14, 2021 8-K