Symbotic Inc

As used in this Annual Report on Form 10-K, unless otherwise indicated or the context otherwise requires, references to “we,” “us,” “our,” “Symbotic” and the “Company” refer to Symbotic Inc., a Delaware corporation, and its consolidated subsidiaries following the effective time of the business combination between SVF and Symbotic (the “Business Combination”) pursuant to that certain Agreement and Plan of Merger, dated December 12, 2021 (the “Merger Agreement”), by and among SVF, Warehouse Technologies LLC, Symbotic Holdings LLC and Saturn Acquisition (DE) Corp. that closed on June 7, 2022.

CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K 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, and Section 21E of the Securities Exchange Act of 1934, as amended.

Generally, statements that are not historical facts 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 Annual Report on Form 10-K include, but are not limited to, statements about our ability to, or expectations that we 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 GreenBox joint venture; the Commercial Agreement with GreenBox, Symbotic’s July 2024 acquisition of developed technology intangible assets, and the commercial agreements with Walmart de México y Centroamérica;

•realize its outlook, including its system gross margin;

•anticipate industry trends;

•maintain and enhance its system;

•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 our internal control over financial reporting;

•anticipate rapid technological changes; and

•effectively respond to general economic and business conditions.

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

•the future performance of our 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;

•business disruption;

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

•increasing competition in the warehouse automation industry;

•any delays in the design, production or launch of our 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 our new products and services and any changes in our 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.

The forward-looking statements made in this Annual Report on Form 10-K are expressed in good faith, 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. We are not under any obligation, and expressly disclaim any obligation, to update, alter, or otherwise revise any forward-looking statements made in this Annual Report on Form 10-K, whether as a result of new information, future events or otherwise, except as required by law.

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. 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 Annual Report on Form 10-K, including Part I, Item 1A “Risk Factors” and Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. These risk factors will be important to consider in determining future results and should be reviewed in their entirety.

Annualized and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

Part I