10-Q – 2025-08-06 – sym-20250628.htm

the defendants wasted corporate assets by exposing us to the securities class action lawsuit filed on August 14, 2024. The actions seek compensatory damages, changes to corporate governance and internal procedures, restitution, costs and attorneys’ fees, and other unspecified relief. Motions to consolidate the two actions into a single matter, appoint lead plaintiffs’ counsel, and stay any obligation of the defendants to respond to the complaint based on the pendency of the related securities class action lawsuit remain pending.
We intend to vigorously defend these cases. If a court ultimately determines that we are liable, we may be subject to substantial damages. We cannot predict with any degree of certainty the outcome of this matter or determine the extent of any potential liabilities. We also cannot provide an estimate of the possible loss or range of loss. Any adverse outcome in this matter could expose us to substantial damages that may have a material adverse impact on our operations and cash flows. Despite the potential for significant damages, we do not believe, based on currently available information, that the outcome of this proceeding will have a material adverse effect on our financial condition, although the outcome could be material to our operating results for any particular period, depending, in part, upon the operating results for such period.

Item 1A. Risk Factors
We are subject to various risks and uncertainties in the course of our business. For a detailed discussion of these risks, please see the section in our Annual Report on Form 10-K filed with the SEC on December 4, 2024 titled “Risk Factors”. Any of the matters highlighted in those risk factors could adversely affect our business, results of operation and financial condition.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.

Item 3. Defaults Upon Senior Securities
None.

Item 4. Mine Safety Disclosures
Not Applicable.

Item 5. Other Information
During the fiscal quarter ended June 28, 2025, the following officers and directors, as defined in Rule 16a-1(f) under the Exchange Act, adopted a “ Rule 10b5-1 trading arrangement ” or a “ non-Rule 10b5-1 trading arrangement ,” as defined in Regulation S-K Item 408:
On May 19, 2025 , Mariel Freve , the Vice President, Chief Accounting Officer, and Controller of the Company , entered into a trading plan pursuant to Rule 10b5-1 of the Exchange Act. Ms. Freve’s Rule 10b5-1 trading plan provides for the sale of shares of Class A Common Stock that she has received or will receive following the vesting of various RSU grants. Ms. Freve’s 10b5-1 trading plan calls for the sale of a percentage of shares that she could receive upon the future vesting of certain outstanding equity awards, net of any shares withheld by us to satisfy applicable taxes. The number of shares to be withheld, and thus the exact number of shares to be sold pursuant to Ms. Freve’s 10b5-1 trading plan, can only be determined upon the occurrence of the future vesting events. For purposes of this disclosure, without subtracting any shares to be withheld upon future vesting events, the maximum aggregate number of shares that may be sold pursuant to Ms. Freve’s 10b5-1 trading plan is 22,682 shares of Class A Common Stock. Ms. Freve’s Rule 10b5-1 trading plan expires on May 29, 2026 , or earlier if all transactions under the trading arrangement are completed. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c) under the Exchange Act.
On May 21, 2025 , Carol Hibbard , the Chief Financial Officer and Treasurer of the Company, entered into a trading plan pursuant to Rule 10b5-1 of the Exchange Act. Ms. Hibbard’s Rule 10b5-1 trading plan provides for the sale of up to a maximum of 54,005 shares of Class A Common Stock that she has received following the vesting of various RSU grants. Ms. Hibbard’s Rule 10b5-1 trading plan expires on January 1, 2026 , or earlier if all transactions under the trading arrangement are completed. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c) under the Exchange Act.
On June 12, 2025 , Corey Dufresne , the Senior Vice President & General Counsel of the Company, entered into a trading plan pursuant to Rule 10b5-1 of the Exchange Act. Mr. Dufresne’s Rule 10b5-1 trading plan provides for the sale of shares of Class A Common Stock that he will receive following the vesting of various RSU grants. Mr. Dufresne’s 10b5-1 trading plan calls for the sale of a percentage of shares that he could receive upon the future vesting of certain outstanding equity awards, net of any shares withheld by us to satisfy applicable taxes. The number of shares to be withheld, and thus the exact number of shares to be sold pursuant to Mr. Dufresne’s 10b5-1 trading plan, can only be determined upon the occurrence of the future
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vesting events. For purposes of this disclosure, without subtracting any shares to be withheld upon future vesting events, the maximum aggregate number of shares that may be sold pursuant to Mr. Dufresne’s 10b5-1 trading plan is 85,384 shares of Class A Common Stock. Mr. Dufresne’s Rule 10b5-1 trading plan expires on January 31, 2027 , or earlier if all transactions under the trading arrangement are completed. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c) under the Exchange Act.
On June 12, 2025 , Michael Dunn , the Chief Customer Officer of the Company, entered into a trading plan pursuant to Rule 10b5-1 of the Exchange Act. Mr. Dunn’s Rule 10b5-1 trading plan provides for the sale of shares of Class A Common Stock that he has received or will receive following the vesting of various RSU grants. Mr. Dunn’s 10b5-1 trading plan calls for the sale of a percentage of shares that he could receive upon the future vesting of certain outstanding equity awards, net of any shares withheld by us to satisfy applicable taxes. The number of shares to be withheld, and thus the exact number of shares to be sold pursuant to Mr. Dunn’s 10b5-1 trading plan, can only be determined upon the occurrence of the future vesting events. For purposes of this disclosure, without subtracting any shares to be withheld upon future vesting events, the maximum aggregate number of shares that may be sold pursuant to Mr. Dunn’s 10b5-1 trading plan is 137,726 shares of Class A Common Stock. Mr. Dunn’s Rule 10b5-1 trading plan expires on August 31, 2026 , or earlier if all transactions under the trading arrangement are completed. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c) under the Exchange Act.
On June 12, 2025 , Miriam Ort , the Chief Human Resources Officer of the Company, entered into a trading plan pursuant to Rule 10b5-1 of the Exchange Act. Ms. Ort’s Rule 10b5-1 trading plan provides for the sale of up to a maximum of 29,420 shares of Class A Common Stock that she has received following the vesting of various RSU grants. Ms. Ort’s Rule 10b5-1 trading plan expires on June 30, 2026 , or earlier if all transactions under the trading arrangement are completed. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c) under the Exchange Act.
Additionally, during the fiscal quarter ended March 29, 2025, on February 19, 2025 , an entity related to Todd Krasnow , a director of the Company, entered into a trading plan pursuant to Rule 10b5-1 of the Exchange Act. Mr. Krasnow’s Rule 10b5-1 trading plan provides for the sale of up to a maximum of 40,000 shares of Class A Common Stock for which Mr. Krasnow is a beneficial owner as defined in Rule 16a-1(a) under the Exchange Act. Mr. Krasnow’s Rule 10b5-1 trading plan expires on February 3, 2026 , or earlier if all transactions under the trading arrangement are completed. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c) under the Exchange Act.
Certain of our directors and officers have made elections to participate in, and are participating in, our Incentive Compensation Plan, ESPP or our defined-contribution benefit plan under the provisions of Section 401(k) of the Internal Revenue Code and have may, and may from time to time make, elections to have shares withheld to cover withholding taxes or pay the exercise price of options, which may be designed to satisfy the affirmative defense conditions of Rule 10b5-1 under the Exchange Act or may constitute non-Rule 10b5–1 trading arrangements (as defined in Item 408(c) of Regulation S-K).
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Item 6. Exhibits
The exhibits listed below are filed or incorporated by reference into this Report.

Incorporated by Reference
Exhibit Description Form Exhibit Filing Date
10.1 Offer Letter, dated June 5, 2025, between Symbotic Inc. and Izilda Martins
8-K 10.1 6/9/2025
10.2 Transition Agreement, dated June 9, 2025 between Symbotic Inc. and Carol Hibbard
8-K 10.2 6/9/2025
31.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/ Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended

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

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

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

101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*)

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SIGNATURES

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

Date: August 6, 2025
                
Symbotic Inc.

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

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