10-K – 2025-11-24 – sym-20250927.htm

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended September 27 , 2025
OR

☐ 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)

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

Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☑
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No ☑
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   
Indicate by check mark whether the registrant has submitted electronically 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   
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):

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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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☑
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☑
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).     Yes ☐   No   ☑
As of March 29, 2025, the last business day of the Registrant’s most recently completed second fiscal quarter, the aggregate market value of the common equity of the registrant held by non-affiliates was approximately $ 1.0  billion (based on the closing sales price of the Class A common stock on March 28, 2025 of $20.16).
As of November 21, 2025, the following shares of common stock were outstanding:
113,614,046 shares of Class A common stock, par value $0.0001 per share
74,344,708 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
DOCUMENTS INCORPORATED BY REFERENCE
The registrant intends to file a definitive proxy statement pursuant to Regulation 14A within 120 days of the end of the fiscal year ended September 27, 2025. Portions of such proxy statement are incorporated by reference into Items 10, 11, 12, 13, and 14 of Part III of this Annual Report on Form 10-K.
 

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Symbotic Inc.
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Page
Part I

Item 1. Business
3

Item 1A. Risk Factors
17

Item 1B. Unresolved Staff Comments
44

Item 1C. Cybersecurity
44

Item 2. Properties
45

Item 3. Legal Proceedings
45

Item 4. Mine Safety Disclosures
46

Part II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
47

Item 6. [Reserved]
48

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
48

Item 7A. Quantitative and Qualitative Disclosures About Market Risk
63

Item 8. Financial Statements and Supplementary Data
64

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures
110

Item 9A. Controls and Procedures
110

Item 9B. Other Information
112

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
113

Part III

Item 10. Directors, Executive Officers and Corporate Governance
113

Item 11. Executive Compensation
113

Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters
113

Item 13. Certain Relationships and Related Transactions, and Director Independence
113

Item 14. Principal Accounting Fees and Services
113

Part IV

Item 15. Exhibits, Financial Statement Schedules
113

Item 16. Form 10-K Summary
116

Signatures

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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.

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 agreements with our customers, including with respect to existing backlog;
• expand our target customer base and maintain our existing customer base;
• realize the benefits expected from our GreenBox Systems LLC (“GreenBox”) joint venture, the commercial agreement with GreenBox, the commercial agreement with Nueva Wal Mart de México, S. de R.L. de C.V and the acquisition of the Advanced systems and Robotics business from Walmart;
• realize our outlook, including our gross margins;
• anticipate industry trends;
• maintain and enhance our systems;
• anticipate rapid technological changes;
• execute our growth strategy;
• develop, design and sell systems that are differentiated from those of competitors;
• execute our 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 our business;
• stay abreast of modified or new laws and regulations applying to our 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;
• maintain the listing of our common stock on Nasdaq; 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;
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• the anticipated benefits of our leadership structure;
• the effects of pending and future legislation;
• business disruption;
• disruption to our business due to our dependency on Walmart;
• 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;
• 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.
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PART I

Item 1. Business

Company Overview
Our vision is to make the supply chain work better for everyone. We do this by developing, commercializing, and deploying innovative and comprehensive technology solutions that dramatically improve supply chain operations. We automate the processing of pallets, cases and items (known as eaches) in warehouses.
Our robotic based automation systems, which include hardware and essential software, move, store and sort cases and eaches in warehouses. Our systems are operational in a number of the world’s largest retailers, including Walmart, wholesale distributors, including C&S Wholesale Grocers, and are being deployed in GreenBox Systems LLC (“GreenBox”), our warehouse-as-a-service joint venture. We have spent significant time working closely with our customers to develop, test and refine our technology. We have approximately $22.5 billion of backlog as of September 27, 2025, of which our agreements with Walmart and GreenBox comprise the vast 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 September 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.

Industry Background
First Principles of the Supply Chain
The first principles of the supply chain are to align three mismatches between producers and recipients of goods in a cost-effective manner. These three mismatches relate to the quantity, timing, and location of goods. They exist because a small number of producers concentrate resources to serve many consumers in the pursuit of economies of scale.
The first mismatch relates to the quantity of goods. A relatively small number of producers generate a greater quantity of goods than any single consumer desires. The supply chain aligns this mismatch by “singulating” (i.e., dividing into a common unit) production quantities into quantities desired by consumers. This means pallets are separated into cases and then cases are separated into eaches.
The second mismatch relates to the timing of when goods are produced versus needed. Producers generate goods continuously, but end users purchase and consume goods at a much slower or cyclical rate. This mismatch is aligned by storing goods in inventory (known as “buffering”). Buffering is analogous to a water reservoir managing the variation between precipitation and household water consumption.
The third and final mismatch relates to location. Goods are needed at the point of consumption rather than the point of production. Thus, movement of goods is a critical function of the supply chain.
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Nodes in the Supply Chain
Modern warehouses are a node in the supply chain where singulating, buffering, and movement activities align these mismatches. Two common types of warehouses are distribution centers and micro-fulfillment centers.
Distribution centers receive packaged finished goods in either pallets or cases from manufacturers. At the distribution center, our systems automate the separation of pallet-to-case and case-to-each and then into multi-stock keeping unit (“SKU”) pallets and totes. These pallets and totes flow downstream to either retail stores or micro-fulfillment centers.
At micro-fulfillment centers, which can be standalone or attached to a brick-and-mortar retail store, eaches are picked and packed into multi-SKU totes for shipment or into cartons or bags for pickup by the consumer. This downstream category of the supply chain is often referred to as “micro-fulfillment.” Our system for this category automates the process of picking orders and is currently operational at several Walmart stores.

Distribution Centers E-Commerce or Micro-Fulfillment
Flow of Goods Upstream Downstream
Typical Function Singulate and buffering between producers and next node Items selection
Packing and shipping
Typical Location Rural or Suburban Suburban, Urban or Store-Based
Common Fulfillment Unit Pallets, Cases Items/Eaches
Optimized for Low cost per case Low cost per item
Speed of fulfillment and delivery
Volume High Low to moderate
SKU count/variety Low to Moderate High

Current supply chain operations are generally manual, inflexible, expensive, require significant investments in inventory, and require goods to be manually handled multiple times before being shipped to stores or consumers. The supply chain is expensive because it tends to be slow and labor intensive, which leads to significant damage and waste. In a typical supply chain operation, single-SKU pallets are delivered to a distribution center where hundreds, or thousands, of people are required to move and store pallets. They then select individual cases from the pallets and combine those individual cases into store-ready pallets. In micro-fulfillment, they unpack the cases, store eaches in totes or other storage structures and then select and combine eaches for individual customer order fulfillment. Even mechanized warehouses require significant human intervention, are very inflexible, and face disruption from numerous single points of failure. These factors contribute to high maintenance costs and damage, resulting in limited total cost savings.
Retail and Supply Chain Trends
Several trends within the retail industry supply chain have exacerbated the costs and inflexibility of this supply chain:
• Labor Scarcity and Cost —As the labor force matures and becomes more highly educated, warehouse labor is becoming increasingly scarce and expensive. The turnover rate for transportation, warehousing, and utilities employees was 20% higher than the turnover rate for all nonfarm employees in the first half of calendar year 2025, according to the U.S. Bureau of Labor Statistics.
• Omni-Channel Strategies —As online shopping has become more popular with consumers, brick-and-mortar retailers must support multiple distribution channels. Traditional brick-and-mortar retailers must support buy online with home delivery, buy online pick up in store, as well as support for channel-related reverse logistics. Not only does the growth of distribution channels increase complexity, but the e-commerce channel itself is more complex than traditional brick-and-mortar. They are more complex because they need to deliver a continuously changing and increasingly diverse range of items to a broader range of locations faster and in an increasing variety of ways.
• Growing Consumer Expectations and SKU Proliferation —The internet has made the world’s goods available to more consumers, so now shoppers expect retailers to offer increased product diversity. At the same time, manufacturers continue to adopt mass personalization product strategies, which adds to an already growing number of SKUs and accelerates the frequency and speed of SKU transitions. These trends require retailers to find a way to efficiently store, handle, and make available a wider variety of SKUs while managing seasonal and geographic variability. This requires either a greater number of specialized supply chain processes or greater flexibility of legacy processes.
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Legacy alternative warehouse automation systems have been largely engineered to solve single challenges in the supply chain. They have discrete applicability focused on a particular niche in the warehouse automation value chain (e.g., specific pick and pack, e-commerce fulfillment robotics) or are older manufacturing technologies that automate high-volume, lower-value repetitive tasks (e.g., conveyor belts and sensors). We believe our solution is unique as it is a comprehensive automation system for the supply chain.
Advances in Core Technologies
We benefit from advances in robotics, sensors, vision systems, processing power, and A.I. that have been developed and commercialized over the last decade. For example, we benefit from the tens of billions of dollars that have been invested in attempts to advance autonomous vehicle technology.

Overview of Our Systems
Given the first principles of the supply chain, we re-conceived the purpose and needs of the supply chain. Unencumbered by legacy thinking and the resulting narrowly targeted technologies aimed at reducing fragments of cost in the warehouse, we completely re-designed and re-engineered the warehouse.
Our systems manage every aspect of warehouse logistics, from the time merchandise is off-loaded from a producer’s truck or container until that merchandise is ready to be delivered to a store, pick-up location, or individual. They are so space-efficient that they can be installed in phases in operating warehouses with minimal impact to operations.
We announced our next-generation storage technology in August 2025. It is designed to enhance the performance of our systems as it is engineered to deliver increased storage capacity, faster deployment and product handling, enhanced fire suppression and improved seismic adaptability. This innovation can reduce our customers’ storage footprint by up to 40% of our original size, enabling customers to fit more products into a fixed space, or attain a target storage volume in a smaller footprint.
Our fully-integrated solution in the distribution center is comprised of inbound de-palletizing cells utilizing robotic arms, scan tunnels, lifts, a storage structure, autonomous mobile robots that handle cases, eaches and totes, outbound palletizing cells using robotic arms, multiple types of vision systems and software that coordinates and optimizes the movements of all the hardware. We believe this software maximizes the throughput of goods while improving quality of delivery and reducing the cost. Our integrated solution in distribution centers can handle cases and eaches. Our system that handles cases can prepare multi-SKU outbound pallets. Our BreakPack system automates opening cases, handling eaches and preparing multi-SKU totes for inclusion in the same outbound pallets.
When we acquired the ASR business in January 2025, we added a new product category for automated fulfillment of customer orders at the local and store level, which supports the growth of e-commerce. Pursuant to the 2025 Walmart MAA, we plan to develop, manufacture and install automated systems for online pickup and delivery at Walmart retail stores. We plan to continue to support and enhance Walmart’s current online pickup and delivery fulfillment systems and design and implement a new version of the system, which operate in three temperature zones – frozen, refrigerated and ambient. Our first prototypes of our next-generation micro-fulfillment solution are planned to be installed in calendar year 2026. We expect them to include our next-generation storage technology, decanting stations, pick stations and dispatch stations.
The innovative architecture of our systems differentiates our solution from alternative warehouse systems. The pillars of our architecture combine synergistically to deliver the benefits of our solution. The pillars are:
• A.I.-Powered Software : Our systems are enhanced by our A.I.-powered autonomous software that spans high-level planning and sequencing algorithms down to hardware control and decision-making. We define A.I. as technology that enables computers and machines to emulate human level performance, comprehension, problem solving, decision making, creativity or autonomy. Applications and devices equipped with A.I. can perceive and identify objects. They can understand and respond to human commands. They can learn from past experiences. They can make detailed recommendations to users and experts. They can act independently, replacing the need for human intelligence or intervention. We believe our autonomous hardware and system software technology encompass the definition of A.I. by reducing the need for manual human intelligence or intervention by simulating human functions.
• Physical A.I. : Physical A.I. is the development and embedding of A.I. technology in machines that operate in the physical world. For example, at Symbotic, Physical A.I. is used in autonomous systems like our Bots, de-palletizing
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and palletizing robotic cells to perceive, understand, reason and perform or orchestrate complex actions in our systems.
• Singulating : Singulating goods is the process of dividing quantities of goods to the lowest common fulfillment unit (e.g., from pallets-to-cases and cases-to-eaches). Our case-based system can separate all incoming pallets to the case level. Our BreakPack and micro-fulfillment systems can separate cases to the each level. By managing goods at the case and each level, rather than at the pallet level, our systems remove unused space from the warehouse, allowing merchandise to be stored more densely and increasing the speed of product throughput.
• Dynamic Storage : Our systems’ function is analogous to that of a random-access computer hard drive. By effectively “digitizing” totes and cases and spreading them throughout the storage structure, we create optionality for our picking and routing optimization algorithms. Merchandise is opportunistically placed throughout the storage structure, similar to the way a random-access hard drive handles data.
• Autonomous Movement : Autonomous A.I.-powered mobile robots allow our systems to have superior flexibility, speed and inventory handling capabilities. Like autonomous cars operating in a smart city, our robots operate independently but act collectively to transport, sequence, and move cases and totes through the storage structure. Our algorithms consider robot proximity, travel distance and other factors to solve for optimal overall performance while dynamically adjusting as anomalies arise. In addition, because each robot can travel anywhere in a two-dimensional plane and moves like a car that can make radius turns, our robots are comparatively fast. Our Bots that handle cases and totes can travel at speeds that exceed 20 miles-per-hour. Our systems have multi-level access in the storage structure, which allows for faster throughput resulting in more storage and retrieval transactions per hour compared to tray, shuttle, or crane-based systems. Finally, our use of automation and A.I.-powered software means our system in the distribution center that handles cases can approach true “lights-out” operation (100% up-time with zero human intervention).
• Original (Native) Package Handling : Our systems can handle a variety of goods in a range of verticals. Our autonomous A.I.-powered mobile robots are able to manipulate a range of case and tote sizes, types and weights in a variety of packaging formats. The SymBots™® mobile robots place and pick cases and totes by underpicking, which is lifting them from the bottom using an automated fork system. Underpicking reduces case damage and rejection rates, thereby decreasing waste and cost. Unlike some of our competitors, we do not handle goods with grippers, which can crush them, or suction cups, which can drop goods. We also do not transfer goods to standardized trays, eliminating additional handling of goods and reducing empty storage space. Trayless handling allows storage of cases within 10 millimeters of each other.
• System-of-Systems Design : Our system-of-systems architecture philosophy reduces single points of failure, enhancing the resiliency of our systems. We utilize an array of redundant autonomous A.I.-powered mobile robots, lifts and inbound and outbound palletizing cells. Thus, if a key part of our system fails, another part of the system can assume the task load. In addition, our hardware and software are engineered for rapid serviceability utilizing field replaceable components wherever possible.
• Scalable Modularity : Our architecture is highly modular and scalable, allowing us to install our systems in existing warehouses rather than requiring capital to build new warehouse space. We are also able to install our systems in phases, allowing the existing warehouse to continue to operate during the transition to our systems. Finally, we can easily reconfigure and expand our systems to accommodate SKU proliferation as our customers’ needs and strategies evolve.
Functional Flow Overview of Systems
Generally, manufacturers create their products in batches by SKU (i.e., individual type of item like can of chicken noodle soup). Manufacturers then aggregate and package the goods in manageable quantities for efficient and safe shipping. Usually, goods are batched in cardboard or plastic cases. Cases are then stacked on 4-foot by 4-foot pallets as high as safely possible and then shrink-wrapped so the pallets retain integrity while in transit and the goods can be transported without damage.
A pallet may commonly contain anywhere between 40 and 120 cases depending on the size and weight of the goods and, therefore, could contain dozens to hundreds of goods that will ultimately be sold to consumers. Some manufacturers produce homogeneous pallets with one SKU. Others may combine multiple SKUs on heterogeneous pallets if the cases are the same size and the manufacturer is able to do so efficiently in their production process.
Other goods may be shipped un-palletized because a manufacturer does not produce or sell enough of one item to make full pallet shipping efficient. Goods may also travel through the supply chain un-palletized because they have been combined with other goods for more efficient shipping. This often happens when goods come from international destinations given the
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desire to fill a shipping container with multiple goods and/or from multiple manufacturers to reduce overall shipping costs. Un-palletized goods generally come stacked randomly in a truck trailer or shipping container.
In distribution centers, our solution can uniquely handle homogeneous and heterogeneous palletized and un-palletized goods. When pallets reach the distribution center, our solution generally functions as follows:
• Palletized-Inbound : When pallets reach a distribution center, the pallets are placed into our system. Our large de-palletizing robotic cells use state-of-the-art vision technology and our proprietary end-of-arm tools to pick up entire layers of cases and transfer them to our “singulating” robots that deconstruct the pallet layer down to the case level. Our singulating robots also use vision technology and other proprietary end-of-arm tools to orient each case optimally for storage and handling in the storage structure of our system. The cases then enter the scan tunnel.
• Floor-Loaded Inbound : When un-palletized goods reach a distribution center, such as in traditional international shipping containers where goods are loaded from floor to ceiling without the use of pallets for quick unloading, are also placed into our system and the individual cases enter the scan tunnel just like palletized goods.
• Scan Tunnel: On the way to the storage structure, each case proceeds through a short scan tunnel where our systems use vision technology and sensors to “digitize” the dimensions and attributes of each inbound case. Simultaneously, our systems perform an integrity check of each case to screen for damage. If the case is damaged, it may be compromised as it moves through our system, and it may indicate damaged goods inside the case. Any case that our system determines is non-conforming or damaged is rejected. An associate will either repair the case before re-induction into the system or reject the damaged goods.
• BreakPack : Our BreakPack system enables eaches to be shipped to retail stores when demand for a product is lower than the quantity in a case. It also mitigates in-store storage of slower-moving products. After cases are cut open, eaches are put in totes. This process is referred to as decanting. The totes are then delivered to the storage structure. At pick stations, eaches are picked and placed onto autonomous mobile robots, which we call MiniBots, that then sort them into multi-SKU totes, which are included in the outbound pallets for shipment to retail stores.
• Storage Structure : Our systems include a storage structure, where cases and totes are placed, stored and retrieved. The storage structure is comprised of a number of levels stacked on top of each other. Each level has a transfer deck that spans the width of the structure and connects several dozen aisles that extend horizontally at a 90-degree angle from the transfer deck. The levels are connected vertically by a series of lifts.
• Lifts : Our systems include a collection of lifts that function like a bank of elevators in a building. Simultaneously, our A.I.-enabled software determines the optimal location in the structure for storage of the case. When a case or tote reaches the lift to which it is assigned, the lift extends its finger and picks it up. The lift then brings it to the appropriate level in the structure and places it onto a storage shelf where it will be picked up by an autonomous mobile robot. The mobile robot will then bring it to the aisle storage position for that level.
• Autonomous Mobile Robots : Our systems use autonomous mobile robots, which we refer to as Bots, of varying sizes to handle cases, totes or eaches. Currently, our SymBot™® mobile robots handle cases and totes and our MiniBot mobile robots handle eaches.
SymBot mobile robots are powered by rapid-charging ultracapacitors, so charging takes a matter of seconds as the SymBot mobile robots drive over charge plates integrated into the floor of the storage structure. This eliminates the need for SymBot mobile robots to come out of service for charging, which allows them to operate all day for weeks at a time. We are updating the design of the SymBot mobile robot to replace the ultracapacitors with a new battery, which has six times more energy capacity and is 40% lighter. This will further increase the window of operability of the SymBot mobile robot. Our SymBot mobile robots are interchangeable and hand off tasks to each other in a live operating system without productivity loss. If a SymBot mobile robot does need maintenance, remote operators can triage by remote instruction. SymBot mobile robots lift each case from the bottom using fingers that extend under the case, which is underpicking. On average, a SymBot mobile robot can reach any location in our structure and return to our inbound or outbound cells in under four minutes.
Our MiniBots are similar to the SymBot mobile robots, but are smaller and travel at a slower speed. They are powered by swappable batteries given that they operate longer and have a different payload. They also handle eaches by means of a conveyor belt rather than underpicking, which is used by the SymBot mobile robot.
• Outbound : Our outbound lift retrieves cases and totes delivered by SymBot mobile robots and transfers them to the outbound level of our solution. Our software utilizes SymBot mobile robots and lifts to sequence cases and totes in an optimal order for outbound processing. Our software further allows us to palletize cases using two robotic arms
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on opposite sides of a pallet. On average, these two robotic arms work together to place cases onto pallets every two seconds. Our solution typically creates a pallet comprised of a variety of different goods and SKUs (known as a “rainbow pallet”). Our solution can also create a rainbow pallet based upon a customer’s store plan. Specifically, the rainbow pallet can consist of products for a specific store aisle, which can be delivered directly from a truck to the end of an aisle so that store employees can unpack the cases and totes from the pallet, replenish shelves quickly and reduce store labor costs.
In systems used in micro-fulfillment centers, cases are cut open and the eaches are placed in totes, which is known as decanting. The totes are supplied from the storage structure and once filled are inducted back into the system. Our A.I.-powered software guides the operator on filling totes, which enter the system for use in filling consumer orders. Pick station operators pick eaches from the supply totes. Currently, the supply totes are delivered by our Alphabot® mobile robots, which can travel both horizontally and vertically. The operators then place the eaches into order totes. When order totes are completed, they are fed back into the system for storage or staged in special dispense lanes for pickup by customer.
Products
Our systems are typically sold in three parts: the initial system sale, software maintenance and support services, and operation services. Our systems are a modular, highly configurable capital asset purchase that we sell to our customers in the year of deployment. Over the remaining system life, we charge a software maintenance and support fee. Finally, we provide training and system operation until the customer assumes operational duties. Our typical deployment model is to build and install the system, operate the system for a limited time and then transfer daily operation to the customer.
Technologies
Our technologies are categorized into both hardware and software components, which work together to deliver an integrated comprehensive solution to our customers. Key elements of the hardware and software components are as follows:
• Intelligent Autonomous Mobile Robots : Our intelligent Bots handle cases and totes and utilize a suite of sensors to locate, retrieve, and transport products. Our Bots can travel at speeds exceeding 20 mph; some Bots can travel at speeds up to 25 mph. Our Bots locate, retrieve and transport products with very high accuracy. Currently, we ship in excess of eight million cases per day without reported inaccurate fulfillments. Our newest version of these robots uses vision technology in addition to our autonomous routing algorithms to achieve optimal speed, safety, and routing. We also have Bots that handle eaches in micro-fulfillment centers and distribution centers.
• Physical A.I .: Physical A.I. is the development and embedding of A.I. technology in machines that operate in the physical world. For example, at Symbotic, Physical A.I. is used in autonomous systems like our Bots, de-palletizing and palletizing robotic cells to perceive, understand, reason and perform or orchestrate complex actions in our systems.
• A.I.–Powered Software : Our systems utilize A.I. technologies in a variety of ways to dynamically achieve optimal performance and improve over time. Since the flow of goods through our systems is highly dynamic and the related parameters are constantly changing, our software responds to these changes by reoptimizing every task that needs to be completed multiple times per second. The re-optimization is based on the supply of goods, the location of those goods, and the storage shelves available within the storage structure.
Our software enables our Bots to independently place and retrieve various sizes of goods with different package material, make corrections to account for product movement, and efficiently navigate through our systems in the shortest amount of time and at the lowest cost.
Our software manages inbound inventory and inventory levels in the storage structure against fulfillment orders, optimized to fulfillment gate times. It creates the pallet and tote build plan based on a variety of factors including inventory on hand. It also plans according to store layouts and aisle-specific plan-o-grams, pallet structure, and even more granular criteria such as isolating hazardous goods that require special handling.
• Real-Time Data Analytics Software : Our proprietary software aggregates and synthesizes data generated by our systems to provide real-time analytics and actionable insights regarding inventory levels, throughput, accuracy and performance. We also collect and analyze real-time data on various parts of our systems to evaluate health and predict maintenance needs.
• A.I.-Powered De-Palletizing Robotic Cells : Our systems in the distribution center use our proprietary de-palletizing robotic end of arm tools, coupled with our A.I. and state-of-the-art vision enhanced robotic arms to de-
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palletize cases of multiple SKUs. During de-palletization, we scan each case to create a digital model including, among other things, its size, stability, and density. This allows our A.I.-powered software to optimize storage, retrieval, and palletizing for distribution to stores based upon an individual case’s characteristics.
• A.I.-Powered Palletizing Robotic Cells : Our systems in the distribution center use proprietary A.I.-powered software, state-of-the-art vision enhanced palletizing robotic arms and our patented end of arm tools to combine multiple SKUs into aisle-ready pallets. Our palletizing robotic application uses two robots simultaneously to palletize cases and totes rapidly and efficiently.

Our Competitive Strengths
We have significant advantages over our competitors because of our people, technologies, and experience, underpinned by decades of leadership in supply chain operations and innovation. Specifically, we benefit from the following competitive advantages:
Experienced, Founder-Led Leadership Team
We are a founder-led company. Our chairman, chief executive officer, and significant shareholder, Richard B. Cohen, founded Symbotic in 2006 to develop advanced technologies that make the supply chain work better for everyone—a vision shaped by his decades of experience building C&S Wholesale Grocers. With deep operational expertise in running high-volume, low-margin warehouse operations, Mr. Cohen has been establishing, managing, and innovating in warehouse environments for two generations. We believe this experience provides us with a distinct competitive advantage in understanding the complexities of large-scale automation and logistics.
Mr. Cohen has assembled an experienced board and executive leadership team with diverse expertise in technology, engineering, and operations. Members of our board of directors and leadership team have held senior roles at leading organizations and research institutions, including Alphabet, Amazon, Avis Budget Group, The Boeing Company, Comau, Carnegie Mellon, Enphase, Fortna, Manhattan Associates, MIT, Parker-Hannifin, SoftBank, Staples, Tesla, Toyota, and Walmart.
Unique Team Culture
Our culture is rooted in first-principles thinking, allowing us to analyze complex systems such as supply chains and automation from the ground up. This approach frees our teams to innovate without the constraints of legacy processes and has fueled the creation of proprietary technology and differentiated intellectual property. Nearly half of our employees are engaged in engineering, research and development, and related technical functions. As a result, we have developed a substantial intellectual property portfolio, including more than 1,100 issued and/or pending patents.
First Mover Advantage with Differentiated System Architecture
We believe we have developed highly unique system architecture, which uses autonomous robots at scale and in real world supply chain applications. The advantages of this approach are so compelling, as measured by performance data in real world applications, that we believe our systems can become the de facto standard approach for how warehouses operate.
Superior System Return on Investment
Based on quantifiable metrics, our systems provide our customers with rapid recovery of investment costs and a compelling return on investment.
• Superior Product Throughput : The optimized and randomized storage of our architecture, and the speed and agility of our Bots, minimize Bot movement, which increases throughput.
• High Density System & Storage : By managing goods at the case and tote level, rather than at the pallet level, our systems remove unused space from the warehouse and stores merchandise more densely.
• No Compromise Retrofit : The modularity of our systems allows us to install our systems in existing warehouses while achieving full performance benefits. We are also able to install our systems in phases, which allows the warehouse to continue to operate while the transition to our systems is underway.
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• System Scalability : Our systems can be scaled to fit the needs of our customers and scale of their facilities. We can easily reconfigure and expand our systems to accommodate SKU proliferation as our customers’ needs and strategies evolve.
• Inventory Reduction & SKU Agility : The accuracy, throughput speed and density of our solution allows our customers to achieve a higher level of availability and maintain a wider range of SKU variety with less inventory.
• Fulfillment Accuracy : Our digitization strategy and A.I.-powered store and retrieve software contribute to the fulfillment accuracy of our systems. Currently, we ship in excess of eight million cases per day without reported inaccurate fulfillments.
• System Resilience : Our system-of-systems architecture philosophy reduces single points of failure, which enhances system resiliency. We utilize a redundant array of autonomous robots, lifts, inbound de-palletizing cells and outbound palletizing cells. If any key part of our system fails, another part of our system can assume the task load. In addition, our hardware and software are engineered for rapid serviceability utilizing field-replaceable components wherever possible.
• Upstream and Downstream Benefits : Our systems create benefits throughout the supply chain. There are benefits for our customers before the goods reach our solution, which include order qualities, pricing and packaging. There are also benefits for our customers after the goods leave our solution, which include optimized trailer utilization and optimal sequencing for routing and receiving.

Remaining Performance Obligations (i.e., backlog)
As of September 27, 2025, we had approximately $22.5 billion of backlog of orders from our customers, of which approximately 12% is expected to be recognized as revenue in fiscal year 2026. We define backlog as unperformed performance obligations under existing contracts. The backlog is largely structured to maintain our gross profit targets even in times of high inflation or supply chain-related price increases. For example, in most cases, increases in steel prices are passed on to the customer, preserving our gross profit. Our contracts that we use to determine this backlog do not contain termination for convenience clauses. Outside of insolvency, or specific change in control provisions, most of our backlog can only be terminated if we do not deliver the systems with its defined performance standards.
Backbone of Commerce
Our expertise has been established at the front end of the supply chain because our systems at distribution centers have direct coordination with producers and manufacturers who are the first node in the supply chain. Our systems at distribution centers are the backbone of commerce because our optimized case handling capability benefits all nodes downstream in the supply chain. Our systems have a strategic impact for our customers and is mission critical for daily operations. We believe this will result in high rates of customer retention.
Our BreakPack system can be integrated into our case handling system and be installed in a distribution center for each handling application. We believe this capability is unique and will drive supply chain efficiency through reduced handling of goods and the ability to buffer inventory at either the precise each, or case count.
Our micro-fulfillment system provides the next logical step in building out the essential components of commerce by utilizing a version of our solution (initially in the back of stores of Walmart locations) to provide order fulfillment directly to customers representing the final node in the supply chain.
We believe our competitive positioning is highly differentiated because our upstream expertise facilitates our integration with other downstream applications, including our BreakPack and micro-fulfillment systems.
Our Market Opportunity
We define our primary addressable market as the total potential spend on our systems and software for U.S. warehouses in the general merchandise, ambient grocery, ambient food distribution, consumer packaged food, and apparel verticals over the next 15 to 25 years. We estimate the size of our initial addressable market for our case-based system to be $144 billion based on the number of warehouses in each of those verticals, our estimates of the percent of warehouses in each vertical that are addressable, and the expected average price of our systems and associated recurring software revenue over the next 15 to 25 years.
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We estimate that there is an additional $126 billion in market opportunity from our secondary verticals, which are non-food consumer packaged goods, home improvement, auto parts, third-party logistics, and refrigerated and frozen foods over the next 15 years.
Over time, we plan to expand beyond our primary and secondary target verticals into additional verticals such as healthcare and electronics. To capture the size of this broader market opportunity, we estimate the size of these additional verticals in the United States at an additional $52 billion over the next 15 years (using the same methodology we use for our primary and secondary verticals). We signed our first contract with a customer in the healthcare vertical in the quarter ended September 27, 2025.
We also plan to expand internationally, so we define our total addressable market as our total U.S. market opportunity of $322 billion plus our market opportunity in Canada, Germany, Italy, United Kingdom and France, which we estimate to be an additional $111 billion over the next 15 years. This implies a total addressable market of $433 billion over the next 15 years. To estimate our market opportunity in Germany, Italy, United Kingdom, France and Canada, we assume the number of warehouses in each country relative to the number of warehouses in the U.S. is proportionate to their relative GDPs. We then multiply the resulting number of warehouses by our estimate for the percent of those warehouses that are addressable and by our estimate for the average price of our system and associated recurring revenue outside the U.S. over the next 15 years. We also began our first expansion into Mexico in fiscal year 2025.
We have identified an additional $305 billion addressable market in the United States for our micro-fulfillment solution. Our estimate of future e-commerce sales in the U.S. is based on the number of systems required to fulfill 50% of orders implied by CapitalOne’s December 2024 forecast of $2.6 trillion of e-commerce sales in the United States in 2030 (and 15 years of software revenue).
The GreenBox joint venture was established to serve the needs of outsourced case handling. Generally known as third-party logistics, our focus is on the warehouse-as-a-service (“WaaS”) market. The WaaS market has witnessed significant growth in recent years, driven by the increasing demand for flexible and scalable warehousing solutions. As businesses focus on optimizing their supply chain operations, WaaS has emerged as a strategic alternative to captive warehouses, offering on-demand access to warehouses, advanced inventory management systems, and technology-driven logistics solutions that benefit from automation and A.I. We believe the WaaS market has the potential for sustained growth, underpinned by the rise of globalization, outsourcing, e-commerce, and the evolving preferences of businesses seeking cost-effective and agile warehousing solutions.
Our Growth Strategy
The key elements of our strategy for growth include the following:
• Further penetrate customers’ operations : Our customers are large companies, many of which have thousands of stores and hundreds of warehouses. Under our customer contracts, we are converting a portion of these customers’ warehouses in the United States to our systems. We fully expect that the value these customers receive from our systems will translate into winning full deployments at the remainder of their warehouses and therefore, we expect to grow our market share.
• Win additional customers in existing verticals : Given the size of our primary addressable market relative to the size of our customer base, there is significant room for us to expand in our primary addressable market. We have numerous other potential customers in various stages of the sales cycle and we expect to win new customers in our primary addressable market.
• Expand into new verticals : We believe that every vertical that involves the physical distribution of goods through a warehouse is a potential customer. We have the intention and technological capability to expand into the non-food consumer packaged goods, auto parts and third-party logistics verticals. As we build our refrigerated and frozen capabilities, we intend to expand into these verticals. We signed our first customer in the healthcare vertical in the quarter ended September 27, 2025.
• Expand product offerings : We intend to expand our product suite to increase our value to our customers and to attract new customers. For example, we developed our BreakPack system and acquired the ASR business from Walmart. These solutions help our customers manage and optimize their e-commerce operations. They also increase our appeal to pure-play e-commerce retailers. We are also exploring new business models, specifically by adding reverse logistics and WaaS offerings. These future anticipated products are not included in our current support and maintenance arrangements.
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• Geographic Expansion : We intend to expand beyond the United States, Canada and Mexico. We are currently evaluating opportunities in Europe and Australia, and in fiscal year 2025, began our expansion in Mexico.
• WaaS : We are addressing the WaaS market through our GreenBox joint venture, which we believe is positioned to leverage our expertise and the technology of our systems to capture opportunities, meet evolving customer needs, and drive sustainable value for our shareholders.
• Acquisitions : Because our systems are designed to integrate third-party applications, we continuously explore opportunities to expand our product suite through partnerships, investments, and acquisitions. For example, in December 2024, we acquired OhmniLabs, which pioneered a fully in-house development and manufacturing model, enabling rapid innovation and speed-to-market for cutting-edge robotics solutions. In January 2025, we acquired the ASR business from Walmart and signed the 2025 Walmart MAA.
Competition
Most of our primary market relies on conventional manual and semi-mechanized systems that are labor intensive. There are several point solutions available in the market that automate certain components of the warehouse, but few offer comprehensive systems. Those that do typically require a significant greenfield real estate investment.
Some point solutions such as specific goods-to-people robotics or pick and pack robotic arm solutions address only specific supply chain functions but do not maximize the efficiency of the supply chain as a whole. These solutions also must be integrated with other disparate technologies, which often come at significant cost and time and adds latency to operations.
Other companies that offer comprehensive solutions, most notably Witron, Honeywell, Dematic, Vanderlande, Knapp AG, SSI Schaefer and Swisslog, have systems that are composed of a disparate set of mechanically complex point solutions with numerous single points of failure. These systems are challenging to implement and expensive to adapt to changing customer needs and SKU variation. Even the comprehensive mechanical systems require significant manual labor. They are frequently based on pallet and partial pallet storage techniques, which require additional inventory and warehouse space.
Since we expanded into e-commerce with our micro-fulfillment system, Knapp AG, Exotec, Ocado, Geek+, Hai Robotics and AutoStore are competitors. However, they focus exclusively on individual order fulfillment and lack case picking technology.
Customers
Customer Base
We have a strong blue-chip customer base that includes some of the world’s largest retailers and wholesale grocers, including Walmart, Albertsons, our affiliate, C&S Wholesale Grocers, GreenBox, and Target.
Walmart
We have worked with Walmart since 2015 and entered into the initial Walmart Master Automation Agreement (“Walmart MAA”) in 2017 and restated and amended that agreement in January 2019. In April 2021, we amended the Walmart MAA to expand our commercial relationship with Walmart and the scope of the Walmart MAA to the implementation of our systems across 25 of Walmart’s 42 regional distribution centers. In May 2022, we again amended and restated the Walmart MAA (“A&R MAA”) to further expand our commercial relationship with Walmart and the scope of the Walmart MAA to the implementation of additional systems across all of Walmart’s 42 regional distribution centers. The A&R MAA added approximately an additional $6.1 billion to our backlog at that time.
The implementation of our systems began in 2021 and will continue based upon an agreed-upon timeline, subject to limited adjustment, with the implementation of all systems to begin by the end of 2029. For each system, Walmart pays us:
• the cost of implementation, including the cost of material and labor, plus a specified net profit amount, subject in certain cases to a capped cost amount;
• for software maintenance and support for a minimum of 15 years following preliminary acceptance of the system and with annual renewals thereafter; and
• for spare parts and other miscellaneous expenses.
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Walmart also pays us for operation services for systems installed in the first four distribution centers for an operation service period for each system that ends on the third anniversary of preliminary acceptance of the final system installed in a building and for other systems as requested.
The initial term of the A&R MAA expires in May 2034 with annual renewals of the term thereafter. At any time, either party may terminate the A&R MAA in the event of insolvency of the other party or a material breach of the other party that has not been cured. Walmart may also terminate the A&R MAA at any time if we fail to meet certain performance standards or undergo certain change of control transactions.
Pursuant to the A&R MAA, we must provide Walmart notice in certain circumstances, including if we explore transactions, that would reasonably be expected to result in a change of control or sale of 25% or more of the voting power of Symbotic. Such transactions are prohibited for specified time periods following such notice, and we must allow Walmart to participate on terms and conditions substantially similar to those of other third-party participants. We have also agreed to certain restrictions on our ability to sell or license our products and services to a specified company or its subsidiaries, affiliates, or dedicated service providers.
In December 2021, we entered into an Investment and Subscription Agreement (the “Investment and Subscription Agreement”) with Walmart. Pursuant to the Investment and Subscription Agreement, in connection with the A&R MAA, Walmart purchased 267,281 units of Warehouse Technologies LLC (“Warehouse”), or 3.7% of the total outstanding units of Warehouse at such time. As a result of the investment pursuant to the Investment and Subscription Agreement and subsequent investments, as of September 27, 2025, Walmart had beneficial ownership of approximately 13% of our issued and outstanding common stock.
Pursuant to the Investment and Subscription Agreement and as a result of its ownership, Walmart has the right to designate a Walmart employee of a certain seniority level to attend all meetings of our board of directors in a nonvoting observer capacity, except in certain circumstances, including where such observer’s attendance may be inconsistent with the directors’ fiduciary duties to the Company or where such meetings may involve attorney-client privileged information, a conflict of interest between the Company and Walmart or information that the Company determines is competitively or commercially sensitive. Additionally, pursuant to the Investment and Subscription Agreement and subject to certain exceptions described therein, Walmart is subject to a standstill agreement that limits Walmart’s ability to pursue certain transactions with respect to the Company until the earlier of (i) December 12, 2025 and (ii) the later of (a) the date on which Walmart owns less than 5% of the fully diluted equity of the Company, and (b) the date that is six months after Walmart no longer has the board observer rights described above.
Pursuant to the 2025 Walmart MAA, we are operating several micro-fulfillment systems, which we will continue to support. We will also engage in a development program funded by Walmart to enhance current online pickup and delivery fulfillment systems and design new micro-fulfillment systems to meet the needs of current and future customers. The 2025 Walmart MAA provides for a commitment, subject to the satisfaction of defined system performance metrics, from Walmart to purchase 400 micro-fulfillment systems, with an option for Walmart to purchase an additional 200, exercisable by Walmart within 30 days following acceptance of the 220 th micro-fulfillment system under the terms of the 2025 Walmart MAA. Associated with this development program, Walmart will pay us a total of $520 million, including $230 million that was paid at the closing of acquisition of ASR, $165 million payable on the first anniversary of the acquisition and $125 million payable on the second anniversary of the acquisition.
We will pay Walmart $175 million upon Walmart’s acceptance of the first micro-fulfillment system and $175 million if Walmart elects to purchase the additional 200 systems.
For each micro-fulfilment system, Walmart will pay us:
(a) the cost of implementation, including the cost of material and labor, plus a specified net profit amount, subject in certain cases to a capped cost amount;
(b) for software maintenance and support for a minimum of 15 years following preliminary acceptance of the system and with annual renewals thereafter; and
(c) for spare parts and other miscellaneous expenses.
Under certain circumstances, if we commercialize substantially similar micro-fulfillment systems for eaches (or the software used within them) with third parties, we will pay Walmart a royalty fee.
The initial term of the 2025 Walmart MAA will expire on its twelfth anniversary. At any time, either party may terminate it if the other party becomes insolvent or the other party fails to cure a material breach. Walmart may also terminate it at any time if we fail to meet certain performance standards or undergo certain changes of control. We have also agreed to
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certain restrictions on our ability to sell or license our products and services to a specified company or its subsidiaries, affiliates, or dedicated service providers, including a quantitative limit on the sale or license of systems to third parties.
GreenBox
In July 2023, in conjunction with entities related to the SoftBank Group, we established GreenBox, a strategic joint venture to build and automate supply chain networks globally by operating and financing our advanced A.I. and automation technology for the warehouse. We own 35% of GreenBox and SoftBank Group owns 65% of GreenBox.
In July 2023, we entered into a commercial agreement with GreenBox that sets forth the terms, conditions, rights and obligations governing the design, installation, implementation and operation of our system for GreenBox. On the terms and subject to the conditions set forth therein, the commercial agreement provides for a commitment from GreenBox to expend at least $7.5 billion in the aggregate to purchase our systems over a six-year period pursuant to an agreed-upon timeline with implementation of our systems which began in fiscal year 2024. For each system, GreenBox will pay us: (i) the cost of implementation, including the cost of material and labor, plus a specified net profit amount; (ii) for software maintenance and support; and (iii) for spare parts and other miscellaneous expenses. The initial term of the commercial agreement with GreenBox expires on July 23, 2027, subject to a two-year extension by GreenBox if, at the end of the initial term, project SOWs (as defined in the commercial agreement) have not been executed with respect to our systems with an aggregate purchase price of GreenBox’s purchase commitment. At any time, either party may terminate the commercial agreement in the event of insolvency of the other party or a material breach of the other party that has not been cured.
Research and Development
We have invested over $1 billion in developing technology for our systems, which is protected by approximately 1,100 issued and/or pending patents. Our engineers have extensive robotics and software experience and have been working on our product portfolio for over 15 years. We conduct our research and development at our headquarters in Wilmington, Massachusetts.
Our research and development activities generate a continuous cycle of meaningful innovations and currently include programs in the following areas:
• Expand our capabilities and improve our technology : We aim to continuously advance our hardware and software development to offer better solutions to our customers that benefit their needs. Specifically, we intend to continue innovating our robust A.I.-powered robots alongside our proprietary software to continue to help our customers optimize operational efficiency. For example, we recently announced our next-generation storage and performance-improving power technology for our SymBot™® mobile robots.
• Expand system offerings : As our existing customers’ needs shift and expand, we will innovate, evolve and be flexible. We will continue to innovate our existing systems as well as introduce new offerings in specific areas for which we do not have a solution, such as tailoring our systems to handle non-ambient foods. This will not only allow us to deepen our penetration within existing customers, but also grow our customer base in adjacent applications.

Sales and Marketing
We go to market via a direct sales model. Given the size, complexity, and value of our systems, our sales have come from long-term discussions between our management team and senior-level executives at our customers. As we progress, we intend to accelerate our sales cycle as we begin to expand our marketing efforts and transition from a small number of very large transactions to more widespread adoption of our systems.

Manufacturing and Suppliers
We operate a repair/service facility center with engineering support in Wilmington, Massachusetts. The repair operation ensures customer uptime. It also services deployed Bots and components needing repairs. The engineering and prototype areas focus on innovation. It is staffed with a mix of permanent and temporary employees to manage peak workload and can operate two shifts when needed. We manufacture with third-party contract manufacturers, which has allowed us to efficiently scale production capabilities, optimize resources, and foster agility in meeting growing market demand.
We also purchase lifts, fixed place robots, conveyors, and steel racking equipment from a wide range of vendors to complete our systems.
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Intellectual Property
Our ability to drive innovation in the robotics and A.I. automation markets depends in part upon our ability to protect our core technology and the intellectual property therein and thereto. We seek to protect our intellectual property rights in our core technology through a combination of patents, trademarks, copyrights, and trade secrets. This includes the use of non-disclosure and invention assignment agreements with our contractors and employees and the use of non-disclosure agreements with our customers, vendors, business partners and universities.
Unpatented research, development, know-how, and engineering skills make an important contribution to our business and core technology, but we pursue patent protection when we believe it is possible and consistent with our overall strategy for safeguarding our intellectual property. As of September 27, 2025, we had over 650 issued patents in 17 countries and over 410 additional patents pending worldwide. Our issued patents are scheduled to expire between January 2026 and March 2044.

Employees and Human Capital Resources
Our employees are critical to our success and innovation. As of September 27, 2025, we employed approximately 2,000 full-time employees, including approximately 1,950 based in the United States. Approximately 30% of our employees are based at, or out of, our Wilmington, Massachusetts headquarters. Approximately half are located across customer sites where they install, commission, and maintain our systems. We also engage consultants and contractors, as needed, to supplement our permanent workforce.
Nearly half of our employees are engaged in engineering, research and development, and related technical functions. Our workforce brings decades of collective experience across automation, robotics and supply chain disciplines.
We believe our relationship with our employees is strong. We have not experienced any work stoppages. None of our employees are subject to a collective bargaining agreement or represented by a labor union.
Our human capital objectives include, as applicable, recruiting, developing, motivating and retaining a high-performing, diverse workforce. Our incentive plans are designed to attract and retain top talent and to align compensation with our performance through a combination of cash, equity and other benefits.
As a leader in warehouse automation, we are committed to building a vibrant and diverse global robotics organization. We foster a culture that celebrates the uniqueness of each and every employee, enabling diverse perspectives to drive innovation and problem solving as we reimagine the supply chain industry.
Talent Attraction
Our success depends on attracting, developing and retaining exceptional talent to build future technical and leadership capability. We continue to invest in initiatives to recruit top professionals in robotics, A.I. and industrial automation, while expanding early-career and leadership development programs that strengthen our future workforce. Through university partnerships and our internship and cooperative education programs, we engage students across technology and operations disciplines by providing hands-on experience and building a pipeline of talent aligned with our evolving business needs. As A.I. continues to reshape our industry, we anticipate continued competition for skilled professionals. Our strategy focuses on positioning us as a destination for top talent, while developing the expertise and leadership required to sustain innovation and growth in a rapidly changing market.
Talent Management
Developing and retaining exceptional talent is essential to achieving our business priorities and delivering braggingly happy customers. We take a strategic approach to talent management. We focus on understanding the capabilities required for today’s needs and tomorrow’s growth and investing to build them across our workforce. This includes disciplined assessment of key talent and ongoing discussions at the leadership and board of directors levels to maintain visibility into our talent landscape.
Our talent practices span the employee lifecycle, balancing engagement with leadership and technical development to equip employees for evolving business demands. We make targeted investments such as bespoke coaching and upskilling for high-potential individuals along with broad, programmatic investments to develop our future leaders. We also invest in scalable, on-demand learning and launched a regular employee listening cadence, including companywide pulse surveys, to strengthen engagement and build a culture where top talent can join, grow, and stay.
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Competitive Pay and Benefits
At Symbotic, we have designed our compensation plans to attract and retain the best talent in the industry. Our goal is to drive employee performance by aligning incentive pay with short and long-term company results. Our employee benefit programs are comprehensive and competitive, and we continuously evaluate them to ensure that they are competitive and effective.

Government Regulations
Compliance with various governmental regulations has an impact on our business, including our capital expenditures, earnings and competitive position, which can be material. We incur costs to monitor and take actions to comply with governmental regulations that are applicable to our business, which include, among others, laws, regulations and permitting requirements of federal, state and local authorities, including related to environmental, health and safety, anti-corruption and export controls.
Environmental Matters
We are subject to domestic and foreign environmental laws and regulations governing our operations including, but not limited to, emissions into the air and water and the use, handling, disposal and remediation of hazardous substances. A certain risk of environmental liability is inherent in our production activities, operation of our system and the disposal of our system. These laws and regulations govern, among other things, the generation, use, storage, registration, handling and disposal of chemicals and waste materials, the presence of specified substances in electrical products, the emission and discharge of hazardous materials into the ground, air or water, the cleanup of contaminated sites, including any contamination that results from spills due to our failure to properly dispose of chemicals and other waste materials and the health and safety of our employees.
Export and Trade Matters
We are subject to anti-corruption laws and regulations imposed by governments around the world with jurisdiction over our operations, including the U.S. Foreign Corrupt Practices Act, as well as the laws of the countries where we do business. We are also subject to various trade restrictions, including trade and economic sanctions and export controls, imposed by governments around the world with jurisdiction over our operations. For example, in accordance with trade sanctions administered by the U.S. Department of Treasury’s Office of Foreign Assets Control and export controls administered by the U.S. Department of Commerce, we are prohibited from engaging in transactions involving certain persons and certain designated countries or territories, including Cuba, Iran, Syria, North Korea and the Crimea Region of Ukraine. In addition, our system may be subject to export regulations that can involve significant compliance time and may add additional overhead cost to our system. In recent years the United States government has a renewed focus on export matters. For example, the Export Control Reform Act of 2018 and regulatory guidance thereunder have imposed additional controls and may result in the imposition of further additional controls, on the export of certain “emerging and foundational technologies.” Our current and future system may be subject to these heightened regulations, which could increase our compliance costs.
See “Risk Factors—Other Risks—We are subject to U.S. and foreign anti-corruption and anti-money laundering laws and regulations and could face criminal liability and other serious consequences for violations, which could adversely affect our business, financial condition and results of operations” for additional information about the anti-corruption and anti-money laundering laws that may affect our business.
Employment Matters
We are subject to federal, state, local and foreign laws and regulations relating to the protection of our employees. In addition to the requirements of the state and local governments of the communities in which we operate, we must comply with federal health and safety regulations, the most significant of which are enforced by Occupational Safety and Health Administration (“OSHA”).
While we believe that we comply with all applicable worker safety regulations in the U.S. as governed by OSHA and our global sites meet all local regulations for worker safety, we cannot ensure that our compliance program will prevent the violation of one or more laws or regulations, or that a violation by us or an employee will not result in the imposition of a monetary fine.
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Data Privacy
Because we handle, collect, store, receive, transmit and otherwise process certain personal information of users and employees, we are also subject to federal, state and foreign laws related to the privacy and protection of such data, including the California Consumer Privacy Act and the General Data Protection Regulation of the European Union. The scope of data privacy laws and regulations worldwide continues to evolve, and we anticipate that the number of data privacy laws and the scope of individual data privacy and protection rights will increase.
We have developed internal compliance programs in an effort to comply with legal and regulatory requirements for the warehouse automation industry and with respect to data privacy and security. For example, our compliance programs include product design safety reviews, which includes review of privacy and cybersecurity. While we are firmly committed to full compliance with all applicable laws and have developed appropriate policies and procedures in order to comply with the requirements of the evolving regulatory regimes, we cannot ensure that our compliance program will prevent the violation of one or more laws or regulations, or that a violation by us or an employee will not result in the imposition of a monetary fine.
Available Information
Our internet address is www.symbotic.com. Our website and the information contained therein or linked thereto are not part of this Annual Report. We make available free of charge through our internet website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, registration statements and amendments to those reports filed or furnished pursuant to the Exchange Act of 1934, as amended (the “Exchange Act”) as soon as reasonably practicable after we electronically file such material with, or furnish them to the SEC. The SEC maintains a website that contains reports, proxy statements and other information regarding issuers that file electronically with the SEC. These materials may be obtained electronically by accessing the SEC’s website at www.sec.gov.

Item 1A. Risk Factors
In evaluating our business and the Company, you should carefully consider the risks and uncertainties described below, together with the other information in this Annual Report on Form 10-K, including our consolidated financial statements and the related notes and in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may have a material adverse effect on our business, reputation, revenue, financial condition, results of operations and future prospects, in which case the market price of our Class A common stock could decline, and you could lose part or all of your investment. The material and other risks and uncertainties described below and elsewhere in this Annual Report on Form 10-K are not intended to be exhaustive and are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business, reputation, revenue, financial condition, results of operations and future prospects.
Risk Factor Summary
Risks Related to Our Business, Operations and Industry, including:
• We are a growing company with a limited operating history and a history of losses. We have not been profitable historically and we may not achieve or maintain profitability in the near term or at all, and it is difficult to evaluate our future prospects and the risks and challenges we may encounter.
• We depend heavily on our larger customers, and therefore, our success is heavily dependent on their ability to grow their businesses and their adoption of our system.
• C&S Wholesale Grocers, an important customer, is our affiliate. Despite our affiliation with C&S Wholesale Grocers, there is no guarantee that it will continue to be a customer beyond the term of its current contracts with us.
• We may fail to realize anticipated benefits of the GreenBox joint venture, or it may disrupt our ongoing operations or result in operating difficulties, liabilities and expenses, harm our business, and negatively impact our results of operations.
• Our operating results and financial condition may fluctuate from period to period, which could make our future operating results difficult to predict or cause our operating results to fall below analysts’ and investors’ expectations.
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• Complex technology will need to be developed and implemented, both in-house and in coordination with our vendors and suppliers, for us to successfully produce and integrate our systems with our customers’ existing warehouses, and there can be no assurance that they will be successfully developed and implemented.
• We are required to assess our internal control over financial reporting and our management has identified a material weakness. If our remediation of the material weakness is not effective, or we identify additional material weaknesses or other adverse findings in the future, our ability to report our financial condition or results of operations accurately or timely or prevent fraud may be adversely affected, which may result in a loss of investor confidence in our financial reports, significant expenses to remediate any internal control deficiencies, and ultimately have an adverse effect on the trading price of our common stock.
• The markets in which we participate are competitive. Many companies, including large retail and e-commerce companies, companies that offer point solutions or other comprehensive or specific supply chain functionalities and other companies that focus on automated technologies, may target the markets in which we do business. Additionally, our customers and potential customers may develop in-house solutions that compete with our systems. If we are unable to compete effectively, our sales and profitability could be adversely affected.
• If we are unable to develop new solutions, adapt to technological change, sell our systems, services and software into new markets or further penetrate our existing markets, our revenue may not grow as expected.
• We rely on suppliers to provide equipment, components and services. Any disruption to our supply chain could adversely affect our business, financial condition and results of operations.
• If we fail to adapt and respond effectively to rapidly changing technology, evolving industry standards and changing business needs, requirements or preferences, our systems may become less competitive.
• If demand for our systems does not grow as we expect, or if market adoption of A.I.-powered robotics and supply chain automation solutions does not continue to develop, or develops slower than we expect, our future revenue may stagnate or decline and our business may be adversely affected.
• Supply chain interruptions may increase our costs or reduce our revenue.
Risk related to intellectual property, including that:
• We may need to bring, or defend ourselves against, IP infringement or misappropriation claims, which may adversely affect our business, financial condition and results of operations by limiting our ability to use certain IP and causing us to incur substantial costs.
• Our business, financial condition and results of operations may be adversely affected and the value of our brand, systems and other intangible assets may be diminished if we are unable to maintain and protect our IP (including maintaining the confidentiality and control of our proprietary source code) from unauthorized use, infringement or misappropriation by third parties.
Risks related to cybersecurity, software deficiencies, service interruptions and data privacy, including that:
• We have experienced cybersecurity incidents in the past and may experience further cybersecurity incidents or security breaches of our IT or OT in the future, which may result in system disruptions, shutdowns, unauthorized access to or disclosure of confidential or personal information.
• Our ability to efficiently manage and expand our business depends significantly on the reliability, capacity and protection of our IT. Real or perceived failures or security breaches of our IT could disrupt our operations, lead to loss of proprietary information, damage our relationships with customers, result in regulatory investigations and penalties, lead to liability, negatively impact our reputation and otherwise adversely affect our business, financial condition and results of operations.
Risks related to ownership of our common stock, including that:
• Our common stock price may be volatile or may decline regardless of our operating performance; you may lose some or all of your investment.
Risks related to our organizational structure, including that:
• The multi class structure of our common stock has the effect of concentrating voting control with our founder, certain family members of our founder and certain affiliated entities and trusts of our founder and his family members; this will limit or preclude your ability to influence our corporate matters.
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• We share certain key executives with C&S Wholesale Grocers, an important customer, which means those executives will not devote their full time and attention to our affairs, and the overlap may give rise to conflicts.
• Pursuant to the TRA, we are required to make payments to equity holders of New Symbotic Holdings for certain tax benefits we may claim, and those payments may be substantial.
Other risks, including that:
• We implemented a new enterprise resource planning system, and challenges with the implementation of the system may impact our business and operations.
Risks Related to Our Business, Operations and Industry
Unless the context otherwise requires, all references in this section to “we,” “us” and “our” refer to Symbotic.
We are a growing company with a limited operating history and a history of losses. We have not been profitable historically and we may not achieve or maintain profitability in the near term or at all, and it is difficult to evaluate our future prospects and the risks and challenges we may encounter.
We face significant risks and difficulties as a growing company. We have a limited operating history upon which to evaluate the viability and sustainability of our technology and processes, which increases the risk to your investment. In addition, we have an accumulated deficit of $1.3 billion as of September 27, 2025 and have incurred recurring net losses since inception, including net losses of $91.0 million and $84.7 million, respectively, for the years ended September 27, 2025 and September 28, 2024. We could continue to incur operating losses in the near term as we continue to invest significantly in our business to position us for future growth, including expending substantial financial and other resources on our:
• product development, including investments in our product development team and new functionality and enhancements for our systems;
• technology infrastructure, including systems, architecture, scalability, availability, performance and security;
• acquisitions and strategic transactions;
• international operations and anticipated international expansion into new markets;
• expansion into new market verticals, including e-commerce and healthcare;
• general administration, including increased legal, compliance and accounting expenses associated with being a public company.
These efforts may be costlier than we expect, and our revenue may not grow at a rate to offset these expenses. We may make investments that do not generate optimal short- or medium-term financial results and may even incur increased operating losses in the short- or medium-term with no assurance that we will eventually achieve the intended long-term benefits or profitability.
Our investments in our systems and services may not be successful on the timeline we anticipate or, at all, and may not result in increased revenue growth. Additionally, we have encountered, and may in the future encounter, risks and uncertainties frequently experienced by growing companies in rapidly changing industries, such as unforeseen operating expenses, difficulties, complications, delays and other known or unknown factors that may result in losses in future periods. If our revenue growth does not meet our expectations in future periods, or we are unable to maintain or increase our revenue at a rate sufficient to offset the expected increase in our costs, our business, financial position and results of operations will be harmed, and we may not be able to achieve or maintain profitability over the long term.
As our business expands, our historical results may not be indicative of our future performance and you should consider our future prospects in light of the risks and uncertainties of growing companies operating in fast evolving high-tech industries in emerging markets.
As a result, it is difficult to predict our future revenue or appropriately budget for our expenses. If actual results differ from our estimates, or we adjust our estimates in future periods, our operating results and financial position could be materially affected.
We depend heavily on our larger customers, and therefore, our success is heavily dependent on their ability to grow their businesses and their adoption of our systems.
Walmart, our largest customer, accounted for approximately 85% of our total revenue in the fiscal year ended September 27, 2025 and for a significant majority of our $22.5 billion backlog as of September 27, 2025. We have worked with Walmart
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since 2015 and entered into a Master Automation Agreement with Walmart in 2017 to implement our systems in 25 of Walmart’s 42 regional distribution centers. We amended and restated our Master Automation Agreement with Walmart in 2022 (“2022 Walmart MAA”) to implement our Systems in all of Walmart’s 42 regional distribution centers, adding approximately an additional $6.1 billion to our backlog at that time. Pursuant to the 2022 Walmart MAA, we have agreed to certain restrictions on our ability to sell or license our products and services to a specified company or its subsidiaries, affiliates or dedicated service providers. Walmart also has certain board observation rights.
In the first quarter of fiscal year 2025, we entered into a commercial agreement with Nueva Wal Mart de México, S. de R.L. de C.V to implement our systems in two of their locations near Mexico City. In the second quarter of fiscal year 2025, we entered into a Master Automation Agreement (“2025 Walmart MAA”) with Walmart for the development, manufacture, and installation of 400 micro-fulfillment systems if we satisfy certain performance metrics.
Our ability to maintain a close, mutually beneficial relationship with Walmart is an important element in our continued growth. The loss or cancellation of business from Walmart, including our failure to properly implement or optimize our systems in Walmart’s warehouses, or our failure to comply with the terms of the 2022 Walmart MAA or 2025 Walmart MAA, could materially and adversely affect our business, financial condition or results of operations. Similarly, if Walmart is not able to grow its business or its business declines, including as a result of a reduction in the level of discretionary spending by its customers or competition from other retailers, our business, financial condition or results of operations may be materially and adversely affected.
We have several larger customers, UNFI, GreenBox, Southern Glazers and Albertsons. Net sales to these customers accounted for approximately 13% of our total revenue in the fiscal year ended September 27, 2025. It is not possible for us to predict the level of demand that will be generated by any of these customers in the future. In addition, revenue from these larger customers may fluctuate from time to time based on their business needs and customer experience, the timing of which may be affected by market conditions or other factors outside of our control. To the extent that one or more customers in this group decide not to further implement our systems or decide to retain manual solutions or adopt single point automated solutions, our business, financial condition or results of operations may be materially and adversely affected.
C&S Wholesale Grocers, an important customer, is our affiliate. Despite our affiliation with C&S Wholesale Grocers, there is no guarantee that it will continue to be a customer beyond the term of its current contracts with us.
Our Chairman and Chief Executive Officer, Richard B. Cohen, also serves as the Executive Chairman of C&S Wholesale Grocers. Additionally, Mr. Cohen and trusts for the benefit of his family are the substantial majority stockholders of C&S Wholesale Grocers. As a result, C&S Wholesale Grocers can be considered an affiliate of ours.
C&S Wholesale Grocers is also an important customer that has our systems that are Operational (defined as achieving acceptance) in its facilities. We provide ongoing Software Maintenance and Support and Operation Services under our contracts with C&S through October 2029. Despite our affiliation with C&S Wholesale Grocers, there is no guarantee that it will continue to be a customer beyond the term of its current contracts with us in October 2029. To the extent C&S Wholesale Grocers decides not to renew its contracts with us or to implement additional systems, our business, financial condition or results of operations may be materially and adversely affected.
We may fail to realize anticipated benefits of the GreenBox joint venture, or it may disrupt our ongoing operations or result in operating difficulties, liabilities and expenses, harm our business, and negatively impact our results of operations.
The GreenBox joint venture and related commercial agreement are expected to be material to our financial condition and results of operations. Our backlog includes $11.6 billion associated with GreenBox and any delays in implementation could adversely affect the business and when anticipated benefits are realized. We may be unable to obtain the benefits, avoid the difficulties and risks of the joint venture, or it may take us longer than expected to fully realize the anticipated benefits and synergies of the GreenBox joint venture. Those benefits and synergies may ultimately be smaller than anticipated or may not be realized at all, which could adversely affect our business, financial condition or results of operations
The GreenBox joint venture may also require us to issue additional equity securities, spend our cash, or incur debt (and increased interest expense), liabilities and amortization expenses related to intangible assets, which could adversely affect our results of operations and dilute the economic and voting rights of our stockholders. In addition, we cannot assure you that the GreenBox joint venture will lead to the successful development of new or enhanced products and services or that any new or enhanced products and services, if developed, will achieve market acceptance or prove to be profitable.
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Our operating results and financial condition may fluctuate from period to period, which could make our future operating results difficult to predict or cause our operating results to fall below analysts’ and investors’ expectations.
Our operating results and financial condition fluctuate from quarter to quarter and year to year and are likely to continue to vary due to a number of factors, many of which will not be within our control. Both our business and supply chain automation product portfolio are changing and evolving rapidly, and our historical operating results may not be useful in predicting our future operating results. If our operating results do not meet the guidance that we provide to the marketplace or the expectations of securities analysts or investors, the market price of our Class A common stock will likely decline. Fluctuations in our operating results and financial condition may be due to a number of factors, including:
• the portion of our revenue attributable to software maintenance and support and operation service fees versus milestone payments for system deployment and other sales;
• the ability of our equipment vendors to continue to manufacture high-quality products and to supply sufficient products to meet our demands;
• the impact of shortages of components, commodities or other materials, including semiconductors, integrated circuits and batteries, and other supply chain disruptions;
• our ability to control costs, including our operating expenses, warranty obligations and the costs of the equipment we purchase;
• the timing and success of introductions of new solutions;
• competition, including entry into the industry by new competitors and new offerings by existing competitors;
• changes in our pricing policies or those of our competitors;
• our ability to successfully manage any past or future acquisitions, strategic transactions and integrations of businesses;
• our ability to protect our patents, copyrights trademarks and trade secrets (“IP”) by obtaining, maintaining, and enforcing our IP rights;
• the amount and timing of expenditures, including those related to expanding our operations, increasing research and development and improving facilities;
• the ability to effectively manage growth within existing and new markets domestically and abroad;
• changes in the payment terms of our customer contracts;
• the strength of regional, national and global economies;
• the impact of cybersecurity incidents or security breaches; and
• the impact of natural disasters, health pandemics or man-made problems such as terrorism.
Due to the foregoing factors, and the other risks discussed in this Annual Report on Form 10-K, you should not rely on quarter-over-quarter and year-over-year comparisons of our operating results as an indicator of our future performance.
Complex technology will need to be developed and implemented, both in-house and in coordination with our vendors and suppliers, for us to successfully produce and integrate our systems with our customers’ existing warehouses, and there can be no assurance that they will be successfully developed and implemented.
Our systems require a substantial amount of third-party and proprietary in-house software and complex hardware to be installed and operated in our customers’ warehouses. The development of such advanced technologies is inherently complex and costly, and we will need to coordinate with our vendors and suppliers to produce and integrate our systems with our customers’ infrastructure. In the future, one or more of our third-party software or hardware providers may choose not to support the operation of their software, software services and infrastructure with our systems, or our systems may not support the capabilities needed to operate with such software, software services and infrastructure.
Defects and errors may be revealed over time (and may not even be known until after our systems have been deployed to our customers) and our control over the performance of third-party services and systems may be limited. We may be unable to develop the necessary technology or meet the technological requirements and production timing to support our business plan.
In addition, our systems may not comply with the cost, performance useful life and warranty requirements we anticipate in our business plan. Our warranty exposure could be exacerbated by the performance of third-party components or
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integration with customer infrastructure, and we may not always be able to recover related costs from our vendors or suppliers. Warranty obligations may exceed the reserves we have established, requiring us to incur additional unexpected costs. As a result, our business plan could be significantly impacted and we may incur significant liabilities under warranty claims, which could adversely affect our business, prospects, financial condition and results of operations.
We are required to assess our internal control over financial reporting and our management has identified a material weakness. If our remediation of the material weakness is not effective, or we identify additional material weaknesses or other adverse findings in the future, our ability to report our financial condition or results of operations accurately or timely or prevent fraud may be adversely affected, which may result in a loss of investor confidence in our financial reports, significant expenses to remediate any internal control deficiencies, and ultimately have an adverse effect on the trading price of our common stock.
Effective internal controls over financial reporting are necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation could cause us to fail to meet our reporting obligations. Pursuant to Section 404 of the Sarbanes-Oxley Act, or Section 404, we are required to furnish a report by our management on our internal control over financial reporting. As we are no longer an “emerging growth company” as of the end of the fiscal year ended September 28, 2024, to achieve compliance with Section 404, we are required to document and test the operating effectiveness of our internal control over financial reporting, which is both costly and challenging. The rules governing the standards that must be met for management to assess our internal control over financial reporting are complex and require significant documentation, testing and possible remediation. Annually, we perform activities that include reviewing, documenting and testing our internal control over financial reporting. In addition, if we fail to maintain the adequacy of our internal control over financial reporting, we will not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002. If we fail to achieve and maintain an effective internal control environment, we could suffer misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could result in significant expenses to remediate any internal control deficiencies and lead to a decline in our stock price.
Our management has conducted an evaluation of the effectiveness of our internal control over financial reporting as of September 27, 2025. Based upon this evaluation and those criteria, management concluded that, as of September 27, 2025, the Company’s internal control over financial reporting was not effective due to the identification of a material weakness. As of September 27, 2025, the Company did not effectively design procedures and controls over the timing of the recognition of cost of revenue. This resulted in timing discrepancies on the recognition of cost of revenue. Given that we recognize revenue on a percentage of completion basis, this also resulted in timing discrepancies on the recognition of revenue. This deficiency in internal control over financial reporting constituted a material weakness. For further discussion of this material weakness, see Item 9A. Controls and Procedures. 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 financial statements will not be prevented or detected on a timely basis.
We may be unable to conclude in future periods that our disclosure controls and procedures are effective due to the effects of various factors, which may, in part, include unremediated material weaknesses in internal controls over financial reporting. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in those reports is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
Management is committed to maintaining a strong internal control environment and believes its remediation efforts will represent an improvement in existing controls. Management anticipates that the new controls, as implemented and when tested for a sufficient period of time, will remediate the material weaknesses. We may not be successful in promptly remediating the material weaknesses identified by management or be able to identify and remediate additional control deficiencies, including material weaknesses, in the future. Remediation efforts have placed, and will continue to place, a significant burden on management and add increased pressure on our financial reporting resources and processes. The accuracy of our financial reporting and our ability to timely file with the SEC may in the future be adversely impacted if we are unable to successfully remediate the material weaknesses in a timely manner, or if any additional material weaknesses in our internal control over financial reporting are identified.
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Our systems may not be successful or meet existing or future requirements in customer agreements with existing or future customers.
Our first case picking system became Operational at a customer distribution center in 2012 and our latest version of our case picking system became Operational at a customer distribution center in 2019. Our first BreakPack system became Operational at a customer distribution center in 2025. Since that time, we have continued to refine the robotics technology and capabilities of our systems and anticipate continuing to upgrade our systems and services in the future.
Our BreakPack and micro-fulfillment systems, as well as any other system, software, service or product we may launch in the future, may not be well received by our customers, may not help us to generate new customers, may adversely affect the attrition rate of existing customers and may increase our customer acquisition costs and the costs to service our customers. Any revenue we may generate from them may be lower than revenue generated from our existing systems and services and may not be sufficient for us to recoup our development or customer acquisition costs incurred, particularly if launch dates are delayed or we are unable to scale. In addition, BreakPack, and the micro-fulfillment systems, as well as any new system, software, services and products may require increased operational expenses or customer acquisition costs and present new and difficult technological and intellectual property challenges that may subject us to claims or complaints if our customers experience installation issues, service disruptions or failures or other quality issues. To the extent any of these systems or products are not successful, it could have an adverse impact on our business, financial condition, cash flow or results of operations.
The markets in which we participate are competitive. Many companies, including large retail and e-commerce companies, companies that offer point solutions or other comprehensive or specific supply chain functionalities and other companies that focus on automated technologies, may target the markets in which we do business. Additionally, our customers and potential customers may develop in-house solutions that compete with our systems. If we are unable to compete effectively, our sales and profitability could be adversely affected.
We provide systems that offer a comprehensive supply chain automation solution. Accordingly, we compete with a number of companies that offer solutions to the retail distribution market, including companies that offer (i) comprehensive solutions, which are comprised of a disparate set of point solutions such as Witron, Knapp AG, Honeywell, Dematic, Vanderlande, SSI Schaefer and Swisslog; and (ii) solutions that focus exclusively on micro-fulfillment, such as Exotec, Ocado, AutoStore, Geek+, Hai Robotics and Knapp AG. Although we believe that our systems are significantly differentiated, the markets in which we participate may become more competitive in the future.
Our ability to compete depends on a number of factors, including:
• our systems’ prices, functionality, performance, ease of use, ease of installation, reliability, availability and cost effectiveness relative to that of our competitors’ products;
• our success in utilizing new and proprietary technologies (including software) to offer solutions and features previously not available in the marketplace;
• our success in identifying new markets, applications and technologies and evolving our systems to address these markets;
• our ability to attract and retain customers;
• our name recognition and reputation; and
• our ability to obtain, maintain, protect and enforce our IP.
Our customers may also internally develop their own automated solutions for their warehouses. Our market may need further education on the value of automated supply chain solutions and our systems and on how to integrate them into current operations. A lack of understanding as to how our systems operate may cause potential customers to prefer more traditional technologies, limited point solutions or internally developed automated processes or to be cautious about investing in our systems. If we are unable to educate potential customers and change the market’s readiness to accept our technology, then our business, results of operations and financial condition may be harmed.
If we are unable to develop new solutions, adapt to technological change, sell our systems, services and software into new markets or further penetrate our existing markets, our revenue may not grow as expected.
Our ability to increase sales will depend, in large part, on our ability to enhance and improve our systems, services and software, timely introduce new robotic technology and automation solutions, sell into new markets and further penetrate our
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existing markets. As a result, we must continually invest resources in product development and successfully incorporate and develop new technology.
Developing upgrades and new supply chain automation solutions are costly and impose burdens on our internal teams, including management, compliance, and product development. The success of any enhancement or new system, software, services and products depend on several factors, including timely completion, competitive pricing, introduction and market acceptance and our ability to develop and maintain relationships with customers and vendors. Any new system, software, service and product we develop or acquire may not be introduced in a timely or cost-effective manner.
Any new markets into which we attempt to sell our systems, services and software may not be receptive. Our ability to further penetrate our existing markets depends on the pricing, quality, availability and reliability of our systems, services and software and our ability to design them to meet customer demand and price. Similarly, if any of our competitors implement new technologies before we are able to implement ours, those competitors may be able to provide more effective products, possibly at lower prices. If we are unable to provide systems that customers want at a competitive price, then our customers may become dissatisfied and use competitors’ services. Any delay or failure in the introduction of new or enhanced solutions could harm our business, financial condition, cash flows and results of operations.
Failure to manage our growth effectively could make it difficult to execute our business strategy and could adversely affect our business, financial condition and results of operations.
We have experienced rapid growth, and we are attempting to continue to grow our business substantially. To this end, we have made, and expect to continue to make, significant investments in our business, including investments in our infrastructure, technology, marketing and sales efforts. We are expanding our facilities and growing our headcount. If we do not generate the level of revenue required to support our investment, our business, financial condition and results of operations could be adversely affected.
Our ability to effectively manage our anticipated growth and expansion will also require us to enhance our operational, financial and management controls and infrastructure, human resources policies and reporting systems. These enhancements and improvements will require significant capital expenditures, additional headcount, other capital expenditures and allocation of valuable management and employee resources. Our future financial performance and our ability to execute on our business plan will depend, in part, on our ability to effectively manage our growth and expansion. There are no guarantees we will be able to do so in an efficient or timely manner, or at all.
Inflation, tariffs, customs duties and other increases in manufacturing and operating costs could adversely affect our cash flow as well as our business, financial condition and results of operations.
Our operating costs are subject to fluctuations, particularly due to changes in prices for commodities, parts, raw materials, energy and related utilities, freight and labor, which may be driven by inflation, prevailing price levels, exchange rates, changes in trade agreements and trade protection measures including tariffs and other economic factors. In the past, our operating costs have been impacted by price inflation and these costs may continue to be so impacted. The U.S. has enacted various trade actions, including imposing tariffs on certain goods we import from other countries, which has also contributed to higher costs for some commodities and raw materials. Additional tariffs imposed by the U.S., or further retaliatory trade measures taken by other countries, could increase the cost of our systems that we may not be able to offset. Actions we take to mitigate volatility in manufacturing and operating costs may not be successful and, as a result, our financial condition, cash flows and results of operations could be adversely affected.
We rely on suppliers to provide equipment, components and services. Any disruption to our supply chain could adversely affect our business, financial condition and results of operations.
We buy equipment, components and services, including electronic components and commodities, from third parties. These materials are sourced from a wide variety of suppliers around the world. We must effectively manage our supply chain to ensure timely, reliable and sufficient supply, on reasonably favorable terms, of the materials used in our manufacturing processes.
Our reliance on suppliers involves certain risks, including:
• a worker strike, which could impact the unloading, loading and movement of cargo at ports used by our carriers, which could lead to delays in shipments and arrival schedules;
• poor quality or an insecure supply chain, which could adversely affect the reliability and reputation of our systems;
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• cost increases due to inflation, exchange rate fluctuations, taxes, tariffs or commodity market volatility or other factors that affect our suppliers;
• embargoes, sanctions and other trade restrictions that may affect our ability to purchase from various suppliers;
• IP challenges to ownership of rights or alleged infringement by suppliers; and
• shortages and untimely availability of components, commodities or other materials, including semiconductors and integrated circuits, which could adversely affect our manufacturing efficiencies, construction schedules and ability to make timely delivery of our systems and services.
Any of these uncertainties could adversely affect our profitability and ability to compete.
If there are disruptions in our supply chain, the materials we rely on in our business may not be timely available at reasonable rates, or at all. These disruptions could cause a delay in our manufacturing and construction of our systems and thus a delay in our implementation schedules for our customers.
We also maintain several single-source supplier relationships because the relationship is advantageous due to performance, quality, support, delivery, capacity or price considerations. Unavailability of, or delivery delays for, single-source components or products could adversely affect our ability to ship the related products in a timely manner. While substitute sources of supply are available, qualifying alternative suppliers and establishing reliable supplies could cost more or result in delays and a loss of sales.
Certain of our supply agreements allow the supplier to terminate the agreement upon notice for any reason or no reason. This termination right could disrupt our operations, negatively impact our reputation and adversely affect our business, financial condition and results of operations.
We rely on a number of suppliers for raw materials and components for our systems and have entered into supply agreements with such suppliers. A number of these supply agreements provide the supplier with a termination right for any reason or no reason. If one of our suppliers terminates their relationship with us, or experiences a supply chain disruption, we could experience delays in our ability to deliver our systems to our customers. In addition, while most raw materials and components for our systems are available from multiple suppliers, certain of those items are only available from limited sources. Should any of these suppliers become unavailable or inadequate, or impose terms unacceptable to us, such as increased pricing terms, we could be required to spend a significant amount of time and expense to develop alternate sources of supply, and we may not be successful in doing so on terms acceptable to us, or at all. As a result, the loss of a supplier could adversely affect our relationship with our customers and our reputation, as well as our business, financial condition and results of operations.
Our systems, services and software may be affected from time to time by design and manufacturing defects that could adversely affect our business, financial condition and results of operations and result in harm to our reputation.
Our systems constitute complex software and hardware that can be affected by design and manufacturing defects. Our sophisticated solution may have issues that can unexpectedly interfere with the intended operation of our hardware or software products. Defects may also exist in components and products that we source from third-parties or the systems may not be implemented or used correctly or as intended. Any such defects or incorrect implementation or use could make our systems, services and software unsafe, create a risk of property damage and personal injury, and subject us to the hazards and uncertainties of product liability claims and related litigation. In addition, from time to time, we may experience outages, service slowdowns or errors that affect our systems and software. As a result, our systems may not perform as anticipated and may not meet customer expectations. There can be no assurance that we will be able to detect and fix all issues and defects in our systems, services and software. Failure to do so could result in widespread technical and performance issues in our systems, services and software and could lead to claims against us.
We maintain general liability insurance; however, claims related to design and manufacturing defects may subject us to judgments or settlements that result in damages materially in excess of the limits of our insurance coverage. In addition, we may be exposed to recalls, product replacements or modifications, write-offs of inventory, property, plant and equipment or intangible assets, and significant warranty and other expenses such as litigation costs and regulatory fines. If we cannot successfully defend any large claim, maintain our general liability insurance on acceptable terms or maintain adequate coverage against potential claims, our financial results could be adversely impacted.
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If we fail to adapt and respond effectively to rapidly changing technology, evolving industry standards and changing business needs, requirements or preferences, our systems may become less competitive.
Our future business and financial success will depend on our ability to continue to anticipate the needs of our current and potential customers and to enhance and improve our systems, services and software, introduce new robotic technology and automation solutions in a timely manner, sell into new markets and further penetrate our existing markets. To be successful, we must be able to quickly adapt to changes in technology, industry standards and the business needs of our customers by continually enhancing our technology, services and solutions. Developing new software, services and products and upgrades to our existing systems, services and software as well as integrating and coordinating our current systems, services and software imposes burdens on our internal teams, including management, compliance, and product development. These processes are costly, and our efforts to develop, integrate and enhance our systems, services and software may not be successful.
Our success also depends on our continued improvements to provide products and services that are attractive to our customers. As a result, we must continually invest resources in product development and successfully incorporate and develop new technology. If we are unable to do so or otherwise provide supply chain automation solutions that customers want, then our customers may become dissatisfied and use competitors’ services. If we are unable to continue offering innovative software, services and products, we may be unable to attract additional customers or retain our existing customers, which could harm our business, results of operations and financial condition.
We may experience risks associated with future mergers, acquisitions or dispositions of businesses or assets or other strategic transactions or joint ventures.
We may pursue mergers, acquisitions or dispositions of businesses or assets or other strategic transactions that we believe will enable us to strengthen or broaden our business. We established the GreenBox joint venture in July 2023, acquired substantially all of the assets of Veo Robotics in July 2024 and OhmiLabs in December 2024 and acquired the ASR business from Walmart in January 2025.
However, in the future, we may be unable to identify suitable companies, businesses or assets, reach agreement on potential strategic transactions on acceptable terms and manage the impacts of such transactions on our business. Moreover, mergers, acquisitions, dispositions and other strategic transactions involve various risks including, but not limited to:
• integrating or disposing of a business;
• introducing new or improved supply chain automation solutions;
• unanticipated changes in customer, supplier and other third-party relationships,
• diversion of management’s attention from day-to-day operations,
• failure to realize the anticipated benefits of such transactions, such as cost savings and revenue enhancements,
• substantial transaction costs, and
• potential impairment resulting from the overpayment for an acquisition or adverse changes in business performance.
Future mergers or acquisitions may require us to obtain additional equity or debt financing, which may not be available on attractive terms. Moreover, to the extent a transaction financed by non-equity consideration results in goodwill, it will reduce our tangible net worth, which might have an adverse effect on credit availability. For all these reasons, mergers, acquisitions or dispositions of businesses or assets or other strategic transactions could cause our actual results to differ materially from those anticipated.
We may also choose to divest certain businesses or product lines that no longer fit with our strategic objectives. If we decide to sell assets or a business, we may have difficulty obtaining terms acceptable to us in a timely manner, or at all. Additionally, the terms of such potential transactions may expose us to ongoing obligations and liabilities.
We rely on senior management, technical experts, and other highly qualified personnel, including hardware and software engineers, and will need to hire and train additional personnel.
Our success depends, in part, on our continuing ability to recruit, train, and develop highly qualified personnel. Experienced and highly skilled employees are in high demand and competition for these employees can be intense, particularly in our industry. Higher employee costs may also result from the high demand and competition for employees. As with any company with limited resources, there can be no guarantee that we will be able to attract such individuals or that the
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presence of such individuals will necessarily translate into profitability for us. Challenges in attracting key employees and highly qualified personnel in a timely and cost-effective manner could materially adversely affect our business, financial, condition or results of operations.
Our success depends on the continuing services of key employees. We believe the depth and quality of the experience of our management team with the retail supply chain, distribution logistics, automation and robotics technology are key to our ability to be successful. The loss of these individuals could materially and adversely affect our business and financial condition.
If our employees seek to join a labor union, higher employee costs and increased risk of work stoppages or strikes could result. We also directly or indirectly rely on other companies with unionized workforces, including suppliers, and work stoppages or strikes at these companies could have a material adverse impact on our business and financial condition.
Changes in laws and regulations related to employees, independent contractors, and temporary personnel may also lead to increased costs, reduced operational flexibility, and adversely affect our ability to staff our operations and manage workforce needs. Shifts in the domestic labor market could further restrict our access to talent, delay or prevent the timely hiring of highly qualified personnel, and increase administrative, compliance, and operational costs. Any such developments could make it more difficult or costly for us to maintain the workforce needed to execute our strategy.
We are in the process of expanding into new international markets, which exposes us to risks such as competition for skilled talent, wage inflation and unfamiliar labor and regulatory requirements. Managing remote teams, complying with complex local laws, and aligning new employees with our global culture may increase costs and reduce flexibility.
Our financial performance is subject to risks of foreign exchange fluctuation, which could result in foreign exchange losses.
We may be exposed to fluctuations of the U.S. dollar against certain other currencies, including the Euro and Mexican Peso, because we publish our financial statements in U.S. dollars, while some of our assets, liabilities, revenues and costs are or will be denominated in other currencies. Exchange rates for currencies of the countries in which we operate may fluctuate in relation to the U.S. dollar, and such fluctuations may have a material adverse effect on our earnings or assets when translating foreign currency into U.S. dollars. We do not hedge our exchange rate so any changes in exchange rates will directly affect our earnings.
Our customer agreements allocate certain liabilities to us. The occurrence of such liability could disrupt our business or result in liability.
Our customer contracts, including those with our largest customers, allocate liability between our customers and us. We have agreed to indemnify customers for infringement or misappropriation of third-party IP; damage, destruction, injury or property damage; and actions by our employees. The potential liabilities associated with such provisions are significant, although our customer contracts typically contain limitations on our liability with respect to certain indemnification claims. Costs, payments or damages incurred or paid by us in connection with indemnification claims could adversely affect our financial condition, cash flows and results of operations.
We may need to raise additional capital, and this capital may not be available on terms favorable to us, or at all, when needed.
Research and development and improvement of our facilities is capital-intensive and may require capital investment to fund. In February 2024, we completed a sale in an underwritten offering of 10,000,000 shares of our Class A common stock. Our net proceeds, after deducting underwriting discounts and commissions and our offering expenses, were approximately $197 million. However, there can be no assurance that we will have access to further capital if we need it on favorable terms when required, or at all. If we cannot raise additional funds when we need them, our financial condition, business, prospects and results of operations could be materially adversely affected.
We may raise funds through the issuance of debt securities or through loan arrangements, the terms of which could require significant interest payments, contain covenants that restrict our business or other unfavorable terms. We may also raise funds through the sale of additional equity securities, which could dilute our stockholders.
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If demand for our systems does not grow as we expect, or if market adoption of A.I.-powered robotics and supply chain automation solutions does not continue to develop, or develops slower than we expect, our future revenue may stagnate or decline and our business may be adversely affected.
The supply chain automation industry is rapidly growing and developing. We may not be able to develop effective strategies to raise awareness among potential customers of the benefits of A.I. enabled robotics and automation and our systems may not address the specific needs or provide the level of functionality required by potential customers to encourage the continuation of the shift towards supply chain automation. If supply chain automation technology does not continue to gain broader market acceptance as an alternative to conventional manual operations, or if the marketplace adopts supply chain automation technologies that differ from ours, we may not be able to increase or sustain the level of sales of our solutions, retain existing customers or attract new customers, and our operating results would be adversely affected as a result.
Laws and regulations governing robotics and supply chain automation industries are still developing and may restrict our business or increase the costs of our systems, making our systems less competitive or adversely affecting our revenue growth.
We are subject to laws and regulations relating to the robotics and supply chain automation industries in the jurisdictions in which we conduct our business or in some circumstances, of those jurisdictions in which we offer our systems. Our systems utilize emerging tools and technologies, such as A.I., which may also become subject to regulation under new laws or new applications of existing laws. These laws and regulations are developing and vary from one jurisdiction to another. Future legislative and regulatory action, court decisions or other governmental action may be affected by, among other things, political pressures, attitudes and climates, as well as personal biases, and may have a material and adverse impact on our operations and financial results.
Our facilities are subject to various compliance requirements, including those of OSHA and other workplace safety agencies, and compliance costs could increase as we scale our systems.
Our facilities are subject to numerous federal and state laws and regulations, including those of OSHA, a regulatory agency of the United States Department of Labor. In particular, our facilities are subject to oversight and regulation under local ordinances, building, zoning and fire codes, environmental protection regulation, and other rules and regulations. Although we believe that obtaining and renewing any certificates or licenses required for the operation of our business in compliance with such laws and regulations will be routine, we cannot assure you that we will obtain or renew them in a timely manner. Our failure to hold a given license or certificate, whether by expiration, nonrenewal, modification or termination, may impair our ability to perform our obligations under our customer contracts. Such licenses or certificates may require us to operate in ways that incur substantial compliance costs, particularly as we seek to scale our systems.
Supply chain interruptions may increase our costs or reduce our revenue.
We depend on good vendor relationships and the effectiveness of our supply chain management to ensure reliable and sufficient supply, on reasonably favorable terms, of materials used in our manufacturing processes. The materials we purchase and use in the ordinary course of business are sourced from a wide variety of suppliers around the world including Germany, Italy, Sweden, Mexico, the United States, Canada and China. Disruptions in the supply chain may result from public health crises, such as the COVID-19 pandemic, or from weather-related events, natural disasters, trade restrictions, tariffs, border controls, acts of war, terrorist attacks, third-party strikes, work stoppages or slowdowns, shipping capacity constraints, supply or shipping interruptions or other factors beyond our control. In the event of disruptions in our existing supply chain, the labor and materials we rely on in the ordinary course of our business may not be available at reasonable rates or at all. If the costs in our supply chain increase, we may not be able to recover such additional costs under our agreements with our customers or offset such costs in new customer agreements. Our supply chain also depends on third-party warehouses and logistics providers. Any disruption in the supply, storage or delivery of materials could disrupt our operations, which may cause harm to our reputation and results of operations.
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Risks Related to Intellectual Property
We may need to bring, or defend ourselves against, IP infringement or misappropriation claims, which may adversely affect our business, financial condition and results of operations by limiting our ability to use certain IP and causing us to incur substantial costs.
We may become subject to IP disputes. Our success depends, in part, on our ability to develop and commercialize our systems without infringing, misappropriating or otherwise violating the IP of third parties. However, we may not be aware that our systems infringe, misappropriate or otherwise violate third-party IP, and such third parties may bring claims alleging such infringement, misappropriation or violation.
Companies, organizations or individuals, including our competitors, may own or obtain IP rights that would prevent or limit our ability to make, use, sell or import one or more components of our systems, which could make it more difficult for us to operate our business. We may receive inquiries from IP owners inquiring whether we have infringed upon, misappropriated or violated their IP rights, or otherwise not complied with the terms and conditions such rights may be subject to (including open-source software licenses). Companies owning IP, including those relating to supply chain automation, may allege infringement, misappropriation or violation of such rights. Any litigation may also involve patent holding companies or other adverse patent owners that have no relevant product revenue, and therefore, our patent applications may provide little or no deterrence as we would not be able to assert them against such entities or individuals. If a third-party obtains an injunction preventing us from using our IP, or if we cannot license or develop alternative technology for any infringing aspect of our business, we would be forced to limit or stop sales of our systems and services or cease business activities related to such IP.
In response to a determination that we have infringed upon, misappropriated or violated a third-party’s IP (including through our indemnification obligations), we may be required to do one or more of the following:
• cease development, sales or use of our systems that incorporate or is covered by the asserted IP;
• pay substantial damages, including through settlement payments or indemnification obligations (including legal fees);
• obtain a license from the owner of the asserted IP, which license may not be available on reasonable terms or at all; or
• redesign one or more aspects of our systems that is alleged to infringe, misappropriate or violate any third-party IP.
A successful claim of infringement, violation or misappropriation against us could materially adversely affect our business, financial, condition or results of operations. Any legal proceedings or claims, whether valid or invalid, could result in substantial costs and diversion of resources. If third parties successfully oppose or challenge our IP or successfully claim that we infringe, misappropriate or otherwise violate their IP, we may be subject to liability, required to enter into costly license agreements, or required to rebrand or restrict our systems. Also, we expect that the occurrence of infringement claims is likely to grow as the market for our systems grow. Accordingly, our exposure to damages resulting from infringement claims could increase, and this could further exhaust our financial and management resources.
In order to protect our IP, we may be required to spend significant resources to monitor our IP. Litigation may be necessary in the future to enforce our IP and protect our trade secrets. Litigation brought to protect and enforce our IP could be costly, time-consuming, and distracting to management, and could result in the impairment or loss of portions of our IP. Further, our efforts to enforce our IP may be met with defenses, counterclaims, and countersuits attacking the validity and enforceability of our IP, and if such defenses, counterclaims, or countersuits are successful, we could lose our rights in and to valuable IP. Our inability to protect our proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of our management’s attention and resources, could delay further sales or the implementation of our systems, impair the functionality of our systems, delay introductions of new solutions, result in our substituting inferior or more costly technologies into our systems, and injure our reputation.
Our business, financial condition and results of operations may be adversely affected and the value of our brand, systems and other intangible assets may be diminished if we are unable to maintain and protect our IP (including maintaining the confidentiality and control of our proprietary source code) from unauthorized use, infringement or misappropriation by third parties.
Our success depends on our ability to protect our IP (including by obtaining patents and trademarks and maintaining the confidentiality of our proprietary source code), and the failure to adequately maintain, protect or enforce our IP could result
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in our competitors offering products or services similar or superior to ours, which would adversely affect our business, financial condition or results of operations. We rely on a combination of patents, trade secrets (including know-how), employee and third-party invention assignment and nondisclosure agreements, IP licenses and contractual rights to establish, maintain and protect the IP in and to our systems.
The measures we take to maintain and protect our IP from infringement, misappropriation or violation by others or the unauthorized disclosure of our trade secrets may not be effective for various reasons, including the following:
• any patent applications we submit or currently have pending may not result in the issuance of patents;
• the scope of our issued patents, including our patent claims, may not be broad enough to protect our proprietary rights;
• our issued patents may be challenged, invalidated or held unenforceable through administrative or legal proceedings in the U.S. or in foreign jurisdictions;
• our employees or business partners may breach their confidentiality, non-disclosure and non-use obligations to us and we may not have adequate remedies for any such breach;
• competitors or third parties may reverse engineer, circumvent or design around our technology or IP or independently discover or develop technologies that are substantially equivalent or superior to ours;
• we may not be successful in enforcing our IP portfolio against third parties who are infringing, violating or misappropriating such IP for a number of reasons, including substantive and procedural legal impediments;
• our trademarks may not be valid or enforceable;
• our efforts to protect our trademarks from unauthorized use may be deemed insufficient to satisfy legal requirements throughout the world to maintain our rights in our trademarks;
• any goodwill that we have developed in our trademarks could be lost or impaired;
• the costs associated with filing patent applications, enforcing patents, confidentiality and invention assignment agreements or other IP and IP-related agreements may make enforcement commercially impracticable or divert our management’s attention and resources; and
• our use of open-source software could: (i) subject us to claims alleging that we are not compliant with such software licenses; (ii) require us to publicly release portions of our proprietary source code; and (iii) expose us to greater security risks than would the use of non-open-source third-party commercial software.
Additionally, IP laws vary throughout the world. Some foreign countries do not protect IP to the same extent as do the laws of the U.S. Further, policing the unauthorized use of or enforcing our IP in foreign jurisdictions may be difficult. Therefore, as we continue to expand our international footprint, our IP may not be as strong and expansive, or as easily enforced (or even exist), outside of the U.S. Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon, misappropriating, or otherwise violating our IP rights.
If we are unable to adequately prevent disclosure of trade secrets or other proprietary information, the value of our technology may be diminished. We enter into confidentiality and invention assignment agreements with our employees and consultants and enter into confidentiality agreements with other third parties, including suppliers and other partners. However, we cannot guarantee that we have entered into such agreements with each party that has or may have had access to our proprietary information, know-how and trade secrets. Moreover, no assurance can be given that these agreements will be enforceable or will be effective in controlling access to, distribution, use, misuse, misappropriation, reverse engineering or disclosure of our proprietary information, know-how and trade secrets. Further, these agreements may not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our systems. These agreements may be breached, and we may not have adequate remedies for any such breach.
Our software contains third-party open-source software components. Certain use of such open-source components with our proprietary software could adversely affect our ability to charge fees for, or otherwise protect the value of, our solution.
We license certain software from third parties under open-source licenses. Use and distribution of open-source software may entail greater risks than use of non-open-source third-party commercial software, as open-source licensors generally do not provide support, warranties, indemnification or other contractual protections regarding infringement claims or the quality of the code. In addition, the public availability of such software may make it easier for others to compromise our systems.
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Some open-source licenses contain requirements that we make available source code for modifications or derivative works of our proprietary software based upon the type of open-source software we use or grant other licenses to our IP. If we combine our proprietary software with open-source software in a certain manner, we could, under certain open-source licenses, be required to release the source code of our proprietary software to the public. This could allow our competitors to create similar products or service offerings with lower development effort and time and ultimately could result in a loss of our competitive advantages. Alternatively, to avoid the public release of the affected portions of our source code, we could be required to expend substantial time and resources to re-engineer some or all of our software.
Although we monitor our use of open-source software to avoid subjecting our systems to unintended conditions, the terms of many open-source licenses have not been interpreted by U.S. or foreign courts, and there is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on our ability to provide or distribute our systems. From time to time, there have been claims challenging the ownership of open-source software against companies that incorporate open-source software into their solutions. We could similarly be subject to lawsuits by parties claiming ownership of what we believe to be open-source software. Moreover, we cannot assure you that our processes for controlling our use of open-source software in our systems will be effective.
If we are held to have breached or failed to fully comply with all the terms and conditions of an open-source software license, we could face infringement or other liability. This may result in an injunction against providing our systems, a requirement to seek costly licenses from third parties to continue providing our systems on terms that are not economically feasible, re-engineering our systems, discontinuing or delaying the provision of our systems if re-engineering could not be accomplished on a timely basis or to make generally available, in source code form, our proprietary code, any of which could adversely affect our business, financial condition and results of operations.
Our patent applications may not issue or, if issued, may not provide sufficient protection, which may adversely affect our ability to prevent others from commercially exploiting products similar to ours.
We rely on our patent portfolio to protect our competitive advantages. As of September 27, 2025, we had 654 issued patents in 17 countries and an additional 413 patents pending worldwide. Our issued patents are scheduled to expire between January 2026 and March 2044. The pending patent applications are presently undergoing examination or expected to undergo examination in the near future. These patents and patent applications seek to protect our proprietary inventions relevant to our business (including our systems, next-generation storage, depalletizing tool, electro-sensitive protection system for machinery and other software and hardware components of our system), in addition to other proprietary technologies (including source code) which are primarily maintained as trade secrets. We intend to pursue additional IP protection to the extent we believe it would be beneficial and cost-effective. We make business decisions about when to seek patent protection for a particular technology and when to rely upon copyright or trade secret protection, and the approach we select may ultimately prove to be inadequate. Even in cases where we seek patent protection, there is no assurance that the resulting patents will effectively protect every significant feature of our system or other automated or robotic supply chain solution.
Even if we continue to seek patent protection in the future, we may be unable to obtain or maintain patent protection for our technology. There may be issued patents of which we are not aware held by third parties that, if found to be valid and enforceable, could be alleged to be infringed by our current or future technologies or solutions. There also may be pending patent applications of which we are not aware that may result in issued patents, which could be alleged to be infringed by our current or future technologies or solutions. Furthermore, legal standards relating to the validity, enforceability and scope of protection of IP rights are uncertain. Despite our precautions, it may be possible for unauthorized third parties to copy our solution and use information that we regard as proprietary to create products that compete with ours.
We also cannot be certain that we are the first inventor of the subject matter for which we have filed a particular patent application, or if we are the first party to file such a patent application. If another party has invented or filed a patent application with respect to the same subject matter as we have, we may not be entitled to the protection sought by our applicable patent applications. We also cannot be certain that all the claims included in a patent application will ultimately be allowed in the applicable issued patent. Further, the scope of protection provided by issued patent claims is often difficult to determine. As a result, we cannot be certain that the patent applications that we file will issue, or that our issued patents will afford protection against competitors with similar technology. In addition, even if all of our patent claims are allowed and cover their intended scope, our competitors may circumvent or design around our issued patents, which may adversely affect our business, financial, condition or results of operations. Finally, our issued patents may be challenged and invalidated.
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