10-Q – 2026-05-06 – sym-20260328.htm

Operating Activities
Our net cash provided by operating activities consists of net loss adjusted for certain non-cash items, including depreciation and amortization, foreign currency gains and losses, loss on disposal of assets, provision for excess and obsolete inventory, and stock-based compensation, as well as changes in operating assets and liabilities. The primary changes in working capital items, such as the changes in accounts receivable and deferred revenue, result from the difference in timing of payments from our customers related to System Deployments and the associated costs incurred by us to fulfill the System performance obligation. This may result in an operating cash flow source or use for the period, depending on the timing of payments received as compared to the fulfillment of the System performance obligation.
Net cash provided by operating activities was $452.9 million during the six months ended March 28, 2026. Net cash provided by operating activities was primarily due to our net income of $22.8 million adjusted for non-cash items of $139.2 million, primarily consisting of $20.0 million depreciation and amortization, $94.5 million stock-based compensation, and $9.6 million provision for excess and obsolete inventory, offset by cash provided by operating assets and liabilities of $290.9 million. Cash provided by operating assets and liabilities of $290.9 million was primarily driven by net working capital changes, including the timing of cash payments to vendors and cash receipts from customers.
Net cash provided by operating activities was $474.6 million during the six months ended March 29, 2025. Net cash provided by operating activities was primarily due to our net loss of $26.7 million adjusted for non-cash items of $76.2 million, primarily consisting of $18.0 million depreciation and amortization, $55.5 million stock-based compensation, offset by cash provided by operating assets and liabilities of $425.1 million. Cash provided by operating assets and liabilities of $425.1 million was primarily driven by net working capital changes, including the timing of cash payments to vendors and cash receipts from customers, an increase in inventory purchases to meet our installation timeline for our customer’s Deployments in connection with the Walmart MAA and other customer contracts, as well as an increase in deferred revenue resulting from an increase in the number of Deployments.
Investing Activities
Our investing activities have consisted primarily of property and equipment purchases, capitalization of internal use software development costs, and acquisitions of strategic investments.
Net cash and cash equivalents used in investing activities during the six months ended March 28, 2026 consisted of $45.4 million of purchased property and equipment and $70.0 million of cash paid for strategic investments, which includes our investment in our unconsolidated variable interest entity, Exol. No other significant investing activities occurred during the six months ended March 28, 2026.
Net cash and cash equivalents provided by investing activities during the six months ended March 29, 2025 consisted of $27.9 million of purchased property and equipment and $18.0 million related to acquisitions of strategic investments, which includes our investment in our unconsolidated variable interest entity, Exol, and cash paid for the acquisition of ASR of $200.0 million.
Financing Activities
Our financing activities typically consist of payments and proceeds related to our equity incentive plans for both RSUs and ESPP, and also include proceeds from equity financing transactions.
During the six months ended March 28, 2026, we received net proceeds of $424.3 million from the issuance of Class A common stock upon completion of our equity financing transaction in December 2025. No other significant financing activities occurred during the six months ended March 28, 2026.
During the six months ended March 29, 2025, we paid taxes of $3.0 million related to net share settlement of RSUs and we also paid $1.2 million in distributions to or on behalf of Symbotic Holdings partners to fund all or part of their obligations with respect to the taxable income of Symbotic Holdings that is allocated to them.
Contractual Obligations and Commitments and Liquidity Outlook
Our cash flows from operations along with equity infusions have historically been sufficient to fund our operating activities and other cash requirements. At March 28, 2026, we had a cash and cash equivalents balance of $2,009.4 million. Our cash requirements for the three and six months ended March 28, 2026 were primarily related to inventory purchases in order to deliver our Systems to our customers in an orderly manner in line with our installation timeline, and acquisitions of strategic investments to expand our investment profile.
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Based on our present business plan, we expect our current cash and cash equivalents, working capital, and our forecasted cash flows from operations to be sufficient to meet our foreseeable cash needs for at least the next 12 months. Our foreseeable cash needs, in addition to our recurring operating expenses, include our expected capital expenditures to support expansion of our infrastructure and workforce, potential strategic acquisitions, and minimum contractual obligations. Contractual obligations are cash that we are obligated to pay as part of certain contracts that we have entered into during our course of business. Our contractual obligations consist of operating lease liabilities that are included in our condensed consolidated balance sheet and vendor commitments associated with agreements that are legally binding. Our operating lease cash requirements have not changed materially since September 27, 2025, and are disclosed within Note 5, Leases , included elsewhere in this Quarterly Report on Form 10-Q.
The following table summarizes our current and long-term material cash requirements as of March 28, 2026 for our vendor commitments:

Payments due in:

Total
Less than 1 Year
1-3 Years
3-5 Years
More than 5 Years

(in thousands)

Vendor commitments
$
1,047,126 

$
993,313 

$
53,604 

$
209 

$
— 

Our future capital requirements will depend on many factors, including our growth rate, the timing and extent of spending to support research and development efforts, the expansion of sales and marketing activities, the introduction of new and enhanced product and service offerings, and the cost of any future acquisitions of technology or businesses. In the event that additional financing is required from outside sources, we may be unable to raise the funds on acceptable terms, if at all.
Critical Accounting Policies and Estimates
Other than the change in accounting principle disclosed below, there have been no significant changes in our critical accounting policies and estimates during the six months ended March 28, 2026, as compared to the critical accounting policies and estimates disclosed in the audited consolidated financial statements and related notes thereto as of and for the year ended September 27, 2025, which are included within the Annual Report on Form 10-K filed with the SEC on November 24, 2025.
In the first quarter of fiscal year 2026, we changed our stock-based compensation policy for recognizing expense for graded vesting awards with only service conditions from the accelerated attribution method to the straight-line attribution method. In connection with the Business Combination in June 2022, we granted RSUs with accelerated vesting terms. As those initial RSU awards with accelerated vesting terms have fully vested since the Business Combination, we believe the straight-line attribution method for stock-based compensation expense for awards solely subject to time-based vesting conditions is the preferable accounting policy in accordance with ASC Topic 718, Compensation - Stock Compensation , because it more accurately reflects how our ongoing equity awards are earned over the service period and is the predominant method used in its industry. With the transition from the accelerated attribution method to the straight-line attribution method, we no longer consider stock-based compensation related to our service-based RSUs to be a critical accounting policy.
Off-Balance Sheet Arrangements
As of March 28, 2026, we had no off-balance sheet arrangements as defined in Instruction 8 to Item 303(b) of Regulation S-K.
Recent Accounting Pronouncements
For information on recent accounting pronouncements, see Recently Issued Accounting Pronouncements and Recently Adopted Accounting Pronouncements in the notes to the unaudited condensed consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes in our assessment of our sensitivity to market risk since our presentation set forth in Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” in the Annual Report on Form 10-K filed with the SEC on November 24, 2025.
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Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively), has evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Quarterly Report on Form 10-Q. The term “disclosure controls and procedures,” as defined in the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosures. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 28, 2026, our disclosure controls and procedures were not effective at the reasonable assurance level due to the previously reported material weakness described below.
Previously Reported Material Weakness
As previously disclosed in “Part II. Item 9A. Controls and Procedures” in our Annual Report on Form 10-K for the year ended September 27, 2025, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level because of the existence of a material weakness. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company's annual or interim consolidated financial statements will not be prevented or detected on a timely basis.
As of March 28, 2026, the Company did not effectively design procedures and controls over the timing of the recognition of cost of revenue. This resulted in timing discrepancies in the recognition of cost of revenue during the year ended September 27, 2025. Given that we recognize revenue on a percentage of completion basis, this also resulted in timing discrepancies in the recognition of revenue during the year ended September 27, 2025. These deficiencies in internal control over financial reporting constituted a material weakness as of March 28, 2026.
Notwithstanding the material weakness in internal control over financial reporting, our management, including our Chief Executive Officer and Chief Financial Officer, have concluded that our consolidated financial statements present fairly, in all material respects, our financial position, results of our operations and our cash flows for the periods presented in this Quarterly Report on Form 10-Q, in conformity with U.S. GAAP. There can be no assurance that this material weakness will not result in a misstatement to the annual or interim consolidated financial statements for future periods that would not be prevented or detected.
Changes in Internal Control Over Financial Reporting
Subject to the steps taken in connection with the remediation plan noted below, there have been no changes in our internal control over financial reporting for the three months ended March 28, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Material Weakness Remediation Plan
Management has developed a remediation plan, which it began implementing during fiscal year 2025, that includes the following elements:
• redesign of the operational processes and evidence requirements for the receipt of goods and services, with a focus on data around documenting the timing of the receipt of goods and services;
• implementing additional compensating controls over the timing of the receipt of goods and services, with a continued focus on milestone related expenses;
• training of the employees of the organization receiving goods and services; and
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• implementing a long term ERP system solution to manage vendors which will automate certain aspects of goods and services receipts in fiscal year 2027.
We completed the implementation of additional compensating controls over the timing of the receipt of goods and services during the third and fourth quarters of fiscal year 2025. Management is committed to the completion of the remediation of this material weakness and expects to successfully implement enhanced control processes. However, as management continues to evaluate and work to improve its internal control over financial reporting, it may determine that additional measures to address control deficiencies or modifications to the remediation plan are necessary. Therefore, management cannot assure you when this material weakness will be remediated, that additional actions will not be required to remediate this material weakness, or the costs of any such additional actions. This material weakness will not be considered remediated until the remediated controls operate for a sufficient period of time and management has concluded, through further testing, that these controls are operating effectively.
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PART II - OTHER INFORMATION

Item 1. Legal Proceedings
We are subject from time to time to various claims, lawsuits and other legal and administrative proceedings (including those described below). Some of these claims, lawsuits and other proceedings may involve highly complex issues that are subject to substantial uncertainties, and could result in damages, fines and penalties, non-monetary sanctions or other relief.
We intend to recognize provisions for claims or pending litigation when we determine that an unfavorable outcome is probable, and the amount of loss can be reasonably estimated. Due to the inherent uncertain nature of litigation, the ultimate outcome or actual cost of settlement may materially vary from estimates. For additional information, see “Risk Factors – Risks Related to Our Common Stock - We are party to pending litigation, and we may be subject to future litigation in the operation of our business. An adverse outcome in one or more proceedings could adversely affect our business.”
Securities Class Actions
On December 3, 2024, a putative class action captioned Decker v. Symbotic Inc. et al., Case No. 24-cv-12976 was filed in the United States District Court for the District of Massachusetts by an alleged purchaser of our common stock. The complaint asserted claims for violations of federal securities laws against us and three of our officers on the grounds that we made false and/or misleading statements related to our revenue recognition and the effectiveness of our disclosure controls and procedures. Based on these allegations, the plaintiff brought claims seeking unspecified damages, attorneys’ fees, expert fees, and other costs and relief on behalf of himself and a putative class of persons who purchased our stock between February 8, 2024 and November 26, 2024. On May 5, 2025, the court entered an order appointing a lead plaintiff pursuant to the Private Securities Litigation Reform Act and setting a schedule for the filing of an amended complaint and our response to the complaint.
On July 11, 2025, plaintiffs filed an amended complaint captioned Traina v. Symbotic Inc. et al., Case No. 24-cv-12196. Like the Decker complaint, the amended complaint asserts claims for violations of federal securities laws against us and four of our officers on the grounds that we made false and/or misleading statements or omissions related to our financial results, deployment times, revenue recognition, and internal controls. Based on these allegations, the plaintiffs bring claims seeking unspecified damages, attorneys’ fees, expert fees, and other costs and relief on behalf of themselves and a putative class of persons who purchased our stock between November 20, 2023 and February 5, 2025.
We filed a motion to dismiss the amended complaint on September 11, 2025. The plaintiffs filed an opposition to the motion to dismiss on November 11, 2025. We filed our reply brief in support of our motion to dismiss on December 11, 2025. A hearing on the motion to dismiss was held on December 16, 2025.
We intend to vigorously defend these cases. If a court ultimately determines that we are liable in either or both of these cases, we may be subject to substantial damages. We cannot predict with any degree of certainty the outcome of these matters or determine the extent of any potential liabilities. We also cannot provide an estimate of the possible loss or range of loss. Any adverse outcome in these matters could expose us to substantial damages that may have a material adverse impact on our operations and cash flows. Despite the potential for significant damages, we do not believe, based on currently available information, that the outcome of these proceedings will have a material adverse effect on our financial condition, although the outcome could be material to our operating results for any particular period, depending, in part, upon the operating results for such period.
Shareholder Derivative Actions
On October 2, 2024, two putative shareholder derivative actions captioned Austen v. Cohen et al., 24-cv-12522 and Kukreja v. Cohen et al., 24-cv-12523 were filed in the United States District Court for the District of Massachusetts by the Company’s alleged shareholders. The actions assert claims on behalf of us against certain senior officers and members of our board of directors for, among others, breach of fiduciary duty, unjust enrichment, and violations of federal securities laws based primarily on allegations that the defendants caused or allowed us to disseminate misleading and inaccurate information to shareholders in connection with our expected earnings for the third quarter of fiscal year 2024. The actions 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 were granted on November 24, 2025.
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
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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 November 24, 2025 titled “Risk Factors”. Any of the matters highlighted in those risk factors could adversely affect our business, results of operation and financial condition.

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

Item 3. Defaults Upon Senior Securities
None.

Item 4. Mine Safety Disclosures
Not Applicable.

Item 5. Other Information
During the fiscal quarter ended March 28, 2026, no director or officer, as defined in Rule 16a-1(f) under the Exchange Act, adopted or terminated a “Rule 10b5-1 trading agreement” or a “non-Rule 10b5-1 trading agreement” as defined in Regulation S-K Item 408.
Certain of our directors or officers have made elections to participate in, and are participating in, our Incentive Compensation Plan, ESPP or our defined-contribution benefit plan under the provisions of Section 401(k) of the Internal Revenue Code and have may, and may from time to time make, elections to have shares withheld to cover withholding taxes or pay the exercise price of options, which may be designed to satisfy the affirmative defense conditions of Rule 10b5-1 under the Exchange Act or may constitute non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K).
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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

3.1
Certificate of Incorporation of Symbotic Inc.
8-K
3.1
6/13/2022

3.2
Bylaws of Symbotic Inc.
8-K
3.2
6/13/2022

4.1++
Warrant to purchase common units, dated June 7, 2022, between Symbotic Holdings LLC and Walmart Inc.
8-K
4.1
6/13/2022

4.2
Warrant to purchase class A common stock, dated July 23, 2023, between Symbotic Inc. and Sunlight Investment Corp.
8-K
4.1
7/24/2023

4.3
Description of securities of Symbotic Inc.
10-K
4.2
12/9/2022

4.4
Form of Indenture
S-3
4.1
7/24/2023

10.1#
Form of Offer Letter for Executive Officers

31.1
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/ Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended

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

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

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

101.SCH
Inline XBRL Taxonomy Extension Schema Document

101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document

104
Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*)

#
Indicates management contract or compensatory plan.

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

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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: May 6, 2026
                
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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