DEF 14A of Symbotic Inc., Jan 16, 2026

DEF 14A of Symbotic Inc.

Filed Jan 16, 2026 · FY20250001193125-26-015381

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our board of directors is currently comprised of nine members. All directors are elected by the stockholders at each annual meeting to serve from the time of their election until the date of the annual meeting next following the annual meeting at which such director was elected. The current board of directors is comprised of Richard Cohen, Eric Branderiz, Rollin Ford, Charles Kane, Todd Krasnow, Vikas Parekh, Andrew Ross, Daniela Rus and Merline Saintil. The nominating and corporate governance committee of the board of directors has recommended, and the board of directors has approved, the nomination of all nine persons currently serving as our directors, Richard Cohen, Eric Branderiz, Rollin Ford, Charles Kane, Todd Krasnow, Vikas Parekh, Andrew Ross, Daniela Rus and Merline Saintil, for a one-year term expiring at the 2027 annual meeting and until their respective successors are duly elected and qualified, or, if sooner, until the director’s death, resignation, disqualification or removal. Directors are elected by a plurality (as defined above) of the votes of the holders of shares present or represented by proxy and entitled to vote on the election of directors. The nine nominees receiving the highest number of “FOR” votes will be elected. Proxies cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement. If any nominee should become unavailable to serve for any reason, it is intended that votes will be cast for a substitute nominee designated by the nominating and corporate governance committee and approved by the board of directors. In lieu of designating a substitute nominee, the board of directors, in its discretion, may reduce the number of directors. We have no reason to believe that any nominee named will be unable to serve if elected.

  2. Nominees for Director

    Nominees for Director The names, ages of the nominees as of January 16, 2026, length of service on our board of directors and current board of directors committee memberships are set forth in the table below. Following the Annual Meeting, the nominating and corporate governance committee will review committee appointments for all directors elected to the board of directors and will make a recommendation to the board of directors regarding committee appointments for all board of directors members.

  3. Nominees for Director

    | Name | Age | Director Since | Independence | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | | Nominees Currently Serving as Directors | | | | | | | | Richard Cohen* | 73 | 2022 | | | | | | Eric Branderiz | 60 | 2025 | ✓ | ✓ | | | | Rollin Ford | 63 | 2022 | ✓ | ✓ | | ✓ | | Charles Kane | 68 | 2022 | ✓ | Chair | | | | Todd Krasnow | 68 | 2022 | ✓ | | Chair | | | Vikas Parekh | 43 | 2022 | ✓ | | | ✓ | | Andrew Ross | 58 | 2025 | ✓ | | | ✓ | | Daniela Rus | 62 | 2023 | ✓ | | ✓ | | | Merline Saintil | 49 | 2022 | ✓ | | ✓ | Chair |

  4. Nominees for Director

    * Chair of the board of directors A brief biography of each nominee is also set forth below, which includes information, as of the date of this Proxy Statement, regarding specific and particular experience, qualifications, attributes or skills of each nominee that led the nominating and corporate governance committee and the board of directors to believe that the director should serve on the board of directors:

  5. Identifying and Evaluating Director Nominees

    Identifying and Evaluating Director Nominees Our board of directors is responsible for filling vacancies on our board of directors and for nominating candidates for election by our stockholders each year. Our nominating and corporate governance committee is responsible for recommending to the board the directors nominees for election at each annual meeting. Generally, the nominating and corporate governance committee identifies candidates for director nominees in consultation with management, through the use of search firms or other advisors, through the recommendations submitted by stockholders or through such other methods as the nominating and corporate governance committee deems to be helpful to identify candidates. Once candidates have been identified, the nominating and corporate governance committee confirms that the candidates meet all of the minimum qualifications for director nominees established by the nominating and corporate governance committee. The nominating and corporate governance committee may gather information about the candidates through interviews, detailed questionnaires, comprehensive background checks or any other means that the nominating and corporate governance committee deems to be appropriate in the evaluation process. The nominating and corporate governance committee then meets as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of our board of directors. Based on the results of the evaluation process, the nominating and corporate governance committee recommends candidates for the board of directors’ approval to fill a vacancy or as director nominees for election to the board of directors by our stockholders each year in the class of directors whose term expires at the relevant annual meeting. In making such recommendations, the nominating and corporate governance committee also considers candidates proposed by stockholders. The nominating and corporate governance committee reviews and evaluates information available to it regarding candidates proposed by stockholders and applies the same criteria, and follows substantially the same process in considering them, as it does in considering other candidates.

  6. Director Nomination Process

    Director Nomination Process Our nominating and corporate governance committee is responsible for identifying individuals qualified to serve as directors, consistent with criteria approved by our board of directors and as set forth in the Criteria for Nomination as a Director attached as Attachment A to our Corporate Governance Guidelines and recommending such persons to be nominated for election as directors, except where we are legally required by contract, law or otherwise to provide third parties with the right to nominate. The process followed by our nominating and corporate governance committee to identify and evaluate director candidates includes requests to members of the board of directors and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates, and interviews of selected candidates by management, recruiters, members of the committee and our board of directors. The qualifications, qualities and skills that our nominating and corporate governance committee believes must be met by a committee recommended nominee for a position on our board of directors are as follows: • Nominees should have a reputation for integrity, honesty and adherence to high ethical standards. • Nominees should have demonstrated business acumen, experience and ability to exercise sound judgment in matters that relate to our current and long-term objectives and should be willing and able to contribute positively to our decision-making process. • Nominees should have a commitment to understand us and our industry and to regularly attend and participate in meetings of the board of directors and its committees. • Nominees should have the interest and ability to understand the sometimes-conflicting interests of our various constituencies, which include stockholders, employees, customers, governmental units, creditors and the general public, and to act in the interests of all stockholders. Nominees should not have, nor appear to have, a conflict of interest that would impair the nominee’s ability to represent the interests of all our stockholders and to fulfill the responsibilities of a director.

  7. Director Nomination Process

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  8. Director Nomination Process

    The diversity of viewpoints, background and experience on the board of directors should be valued. Nominees shall not be discriminated against on the basis of race, religion, national origin, sex, sexual orientation, disability or any other basis proscribed by law. Stockholders may recommend individuals to the nominating and corporate governance committee for consideration as potential director candidates. Any such proposals should be submitted to our corporate secretary or our chief executive officer at 200 Research Drive, Wilmington, MA 01887 no later than the close of business on the 120th day prior to the one-year anniversary of the date on which our proxy statement was released to stockholders in connection with the previous year’s annual meeting and should include the appropriate biographical and background material and other requirements outlined in our Criteria for Nomination as a Director. If our board of directors determines to nominate a stockholder-recommended candidate and recommends his or her election, then his or her name will be included on our proxy card for the next annual meeting. See “Stockholder Proposals” for a discussion of submitting stockholder proposals and nominees.

  9. Board of Directors and Committee Meetings Attendance

    Board of Directors and Committee Meetings Attendance The full board of directors met seven times during fiscal year 2025. During fiscal year 2025, each member of the board of directors attended in person or participated in 75% or more of the aggregate of (i) the total number of meetings of the board of directors (held during the period for which such person has been a director), and (ii) the total number of meetings held by all committees of the board of directors on which such person served (during the periods that such person served) except for Mr. Ross. Mr. Ross joined the Board in August 2025, and his absences related to scheduling conflicts with the 2025 Board calendar due to prior commitments.

  10. Other Compensation Highlights

    Other Compensation Highlights CEO Compensation Mr. Cohen did not receive any cash or equity compensation from us for his services as our Chairman or as our President and CEO for fiscal year 2025. Our CEO has chosen not to receive a base salary and does not receive any bonus payments, equity awards, or other incentive compensation. Leadership Changes and Related Compensation In January 2025, Dr. James Kuffner joined Symbotic as our Chief Technology Officer. Dr. Kuffner’s base salary is $800,000, and he is eligible for an annual performance bonus target of 100% of his base salary under our annual cash bonus program. Dr. Kuffner also received a sign-on cash bonus of $50,000 in recognition of acting in an advisory role from October to December of 2024. Dr. Kuffner also received an initial equity award comprised of restricted stock units and performance stock units with an aggregate target value of $18,000,000 to induce him to join us as well as an additional restricted stock unit award with a target value of $3,000,000 to make him whole for cash-based awards forfeited from his prior employer. In granting Dr. Kuffner’s awards, the Compensation Committee considered Dr. Kuffner’s more than 30 years of leadership in robotics at Toyota, Google and Carnegie Mellon’s Robotics institute, which will be instrumental to our next phase of innovative growth, and the value his experience commands in the competitive market for such talent. Dr. Kuffner possesses visionary research and development leadership, including authorship of more than 125 publications and 40 patents in 3D graphics, robotics and autonomous vehicles, and co-invented the Rapidly Exploring Random Tree algorithm for robot motion planning. Two-thirds of the initial equity award will be in the form of a restricted stock unit award that will vest over three years, with the first one-third vesting on the one-year anniversary of the grant date, and the remaining portion vesting in eight equal quarterly installments thereafter. The remaining one-third of the equity awards will be in the form of a performance stock unit award that will vest, subject to Dr. Kuffner’s continued employment with us and based on the level of achievement of applicable performance conditions, in our fiscal year 2028. The make-whole restricted stock unit award will vest over three years, with the first one-third vesting on the one-year anniversary of the grant date, and the remaining portion vesting in eight equal quarterly installments thereafter. For fiscal year 2025, Dr. Kuffner’s annual long-term incentive equity award was $6,000,000. In August 2025, Izilda “Izzy” Martins joined Symbotic as our Chief Financial Officer. Ms. Martins’s base salary is $650,000, and she is eligible for an annual performance bonus target of 75% of her base salary under our annual cash bonus program for fiscal year 2025, and 100% of base salary for fiscal year 2026. Ms. Martins also received a sign-on cash bonus of $500,000 to compensate her for near-term cash compensation she forfeited from her prior employer, half of which was paid after one month of employment and the other half of which will be paid after one year of employment. The sign-on cash bonus is subject to repayment if Ms. Martins’s employment is terminated by us for cause (as defined in her offer letter) or by Ms. Martins without good reason (as defined in the offer letter) within two years of her start date. Ms. Martins also received an equity award comprised of restricted stock units and performance stock units with an aggregate target value of $12,000,000. The size of Ms. Martins’ award was based on her track record of strategic financial leadership and deep operational experience spanning more than 20 years, most recently as the Chief Financial Officer of Avis Budget Group, and designed to make her whole for equity awards forfeited from her prior employer as well as to induce her to join us. Two-thirds of the equity award will be in the form of restricted stock units that will vest over three years, with the first one-third vesting on the one-year anniversary of the grant date, and the remaining portion vesting in eight equal quarterly installments thereafter. The remaining one-third of the equity award will be in the form of performance stock units that will vest, subject to Ms. Martins’ continued employment with us and based on the level of achievement of applicable performance conditions, in our fiscal year 2028. Ms. Martins is also eligible to receive up to $6,000 per month for up to one year of temporary housing. For fiscal year 2026, Ms. Martin’s annual long-term incentive award is expected to be approximately $4 million. In connection with Ms. Martins’ appointment, Ms. Hibbard, our former Chief Financial Officer, ceased serving as chief financial officer on August 8, 2025, and transitioned to the role of Senior Vice President to assist with transition matters through January 1, 2026, when her employment with us terminated. She will continue to serve as our consultant through March 31, 2026. Ms. Hibbard continued to receive her salary and benefits through January 1, 2026, and her outstanding equity awards remained outstanding and eligible to vest in accordance with their terms. In connection with her separation, Ms. Hibbard entered into a transition agreement and executed a release of claims with us. Pursuant to the transition agreement, she will receive: (1) in accordance with the terms of her offer letter, an aggregate severance payment of $600,000, payable over 12 months, (2) continued vesting through March 31, 2026 of her

  11. WHAT GUIDES OUR PROGRAM

    WHAT GUIDES OUR PROGRAM The objectives of our executive compensation program are to provide a total compensation package to each NEO that enables us to attract, motivate and retain outstanding individuals, and encourage individual and collective contributions by rewarding NEOs for performance that results in the successful execution of our short- and long-term business strategies. Accordingly, our program design is underpinned by performance metrics across both short- and long-term incentives, and heavily oriented towards long-term equity awards. In fiscal year 2025, the annual grants for senior executives were made in late January 2025 and were comprised of 67% RSUs and 33% PSUs. Our executive compensation program has three primary elements: base salary, annual cash incentives, and long-term equity incentives. Each of these compensation elements serves a specific purpose in our compensation strategy.

  12. WHAT GUIDES OUR PROGRAM

    | | | | | | | | | | | | Base Salary (Cash) | 10% | N/A | | | Competitive rate relative to an executive’s experience, role and responsibility, as well as similar positions in the market; enables us to attract and retain critical executive talent. | | | | Short-Term Incentives (Cash) | 9% | Adjusted EBITDA(2) Net Revenue Customer Experience Individual Performance +/-20% Modifier | | | Reward for delivering on annual financial and strategic objectives that contribute to the creation of stockholder value. | | | | Long-Term Incentives | PSUs 27% | Three-Year PSUs FY25 – FY27 | | | Provide incentives for executives to execute on longer-term financial goals that drive the creation of stockholder value and support our retention strategy. | | | | (Equity) | | | | | | | | | | | 70% | Cumulative Revenue (3) | Cumulative Adjusted Free Cash Flow (4) | | | | | | | One-Year PSUs FY25 | | | | | | | | | | | | | | | | | | 30% | Revenue | Adjusted Free Cash Flow (5) | | | | | | RSUs 55% | Stock Price Appreciation Generally, vests over three-year period with 1/3 cliff vesting on first anniversary of grant date and remaining vesting in eight equal quarterly installments, subject to continued employment | | | |

  13. WHAT GUIDES OUR PROGRAM

    The pay mix calculation reflects the annual base salary, annual target bonus, and annual long-term incentive opportunities applicable to all continuing NEOs other than our CEO, who did not receive any cash or equity compensation during fiscal year 2025 (Ms. Martins, Dr. Kuffner and Messrs. Dunn and Odisho). Percentages may not total 100% due to rounding. “Adjusted EBITDA” (earnings before interest, taxes, depreciation and amortization) is a non-GAAP measure used in our short-term incentive program, which is defined and reconciled to the underlying GAAP measure in our Annual Report on Form 10-K for the 2025 fiscal year (“10-K”).

  14. WHAT GUIDES OUR PROGRAM

    “Cumulative Revenue” is a non-GAAP measure used in our long-term incentive program. We define it as total revenue over a three-year period. (4) “Cumulative Adjusted Free Cash Flow” is a non-GAAP measure used in our long-term incentive program. We define it as “Adjusted Free Cash Flow” over a three-year period. (5) “Adjusted Free Cash Flow” is a non-GAAP measure used in our long-term incentive program. We define it as “Adjusted EBITDA” less purchases of property and equipment and capitalization of internal use software development costs.

  15. Short-Term Incentives

    Short-Term Incentives Annual cash bonuses are paid to align NEO compensation with performance for the fiscal year and are paid under our short-term incentive program (“STIP”). Target annual bonus opportunities are expressed as a percentage of base salary and were established by the NEO’s level of responsibility and their ability to impact overall results. The Compensation Committee also considers market data in setting target award amounts. Historically, actual payouts have depended on the achievement of pre-determined financial performance objectives and the advancement of strategic priorities established at the beginning of the fiscal year. However, the significant uncertainty our business faced at the outset of fiscal year 2025 precluded the Compensation Committee from establishing pre-determined goals at the beginning of the performance period. Instead, the Compensation Committee selected performance measures at the outset of fiscal year 2025, consistent with prior years, but used its informed judgment to evaluate performance against these measures taking into consideration the dynamic market conditions throughout fiscal year 2025 and structured discretion to ultimately determine pay outcomes for the year.

  16. Short-Term Incentives

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  17. Short-Term Incentives

    Fiscal Year 2025 Performance Measures. The annual cash bonuses are designed to align executive compensation with our strategic priorities by balancing financial growth, operational efficiency, and long-term customer satisfaction. For fiscal year 2025, our performance for purposes of determining annual cash bonuses was measured using a combination of financial and non-financial metrics as follows:

  18. Short-Term Incentives

    | Performance Metric | Weight | | Rationale | | Adjusted EBITDA (1) | 50% | | Underscores critical focus on profitability and efficient management of operational costs, ensuring executives are rewarded for delivering sustainable earnings | | Net Revenue | 30% | | Reflects importance of driving top-line expansion as key measure of business momentum | | Customer Experience | 20% | | Highlights our commitment to fostering long-term relationships and satisfaction, which are essential for future growth and brand loyalty |

  19. Short-Term Incentives

    (1) Adjusted EBITDA is a non-GAAP measure as defined in our 10-K. Please refer to it for the reconciliation to GAAP and for the reasons why management believes this non-GAAP financial measure provides useful information to investors about our operating performance and profitability. This balanced approach ensures that the NEOs are incentivized to drive both short-term financial results and long-term customer-centric strategies, aligning their goals with our overall success. The chart below shows the fiscal year 2025 performance against each measure.

  20. Short-Term Incentives

    | Performance Metric (1) | Weight | Actual Result | Funded Amount | | Adjusted EBITDA | 50% | $148 M | 100% of Target | | Net Revenue | 30% | $2,247 M | | | Customer Experience | 20% | Met expectations | |

  21. Short-Term Incentives

    (1) In assessing corporate Adjusted EBITDA and Net Revenue performance, the Compensation Committee considered fiscal year 2025 actual results relative to minimum performance expectations for each measure of $123 million and $2,005 million, respectively. The Compensation Committee’s customer experience evaluation reflects a balanced consideration of key performance factors throughout the fiscal year and our strategic focus on maintaining strong relationships with existing customers while effectively engaging new ones during a dynamic period for our industry. The STIP also includes an individual performance modifier that may be applied at the Compensation Committee’s discretion. The Compensation Committee may decide to adjust each NEO’s STIP payout upward or downward by applying a multiplier of plus or minus 20% against the initially-calculated payout based on the financial and non-financial results. A multiplier of 100% is equivalent to no adjustment to the initially-calculated payout. For fiscal year 2025, the Compensation Committee determined individual performance modifications as reflected in the table below.

  22. Short-Term Incentives

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  23. Short-Term Incentives

    Fiscal Year 2025 Annual Cash Bonus Payouts. Based on the performance results outlined above, the following table lists the actual bonuses paid to each of the NEOs for fiscal year 2025 (and paid in fiscal year 2026):

  24. Short-Term Incentives

    | Name | Bonus Target (% of Base Salary) | Bonus Target ($) | Actual Award Payout ($) | Actual Award (as a % of Target) | | Richard B. Cohen (1) | — | — | — | — | | Izzy Martins (2) | 75% | $650,000 | $487,500 | 100% | | Carol Hibbard | 85% | $510,000 | $510,000 | 100% | | James Kuffner (3) | 100% | $628,462 | $565,616 | 90% | | Michael Dunn | 100% | $450,000 | $405,000 | 90% | | Walter Odisho (4) | 60% | $280,961 | $309,058 | 110% |

  25. Short-Term Incentives

    (1) Mr. Cohen did not receive any cash or equity compensation from us for his services as our Chairman, President or CEO for fiscal year 2025. (2) Ms. Martins’ fiscal year 2025 target bonus was based on her annualized base salary in accordance with the terms of her offer letter. (3) Dr. Kuffner’s base salary reflects pro-ration relative to his start date. His target bonus for fiscal year 2025 was based on his pro-rated fiscal year 2025 salary and his $50,000 sign-on bonus in accordance with the terms of his offer letter. (4) Mr. Odisho’s base salary and target bonus reflects pro-ration of salary in effect during the year due to his fiscal year 2025 salary increase effective December 29, 2024.

  26. Long-Term Equity Incentives

    Long-Term Equity Incentives Long-term equity incentives are designed to recognize the performance of our executives who drive the development and execution of our long-term business strategies and goals. These awards are designed to further align executives’ interests with those of our stockholders, reward executives for stockholder value creation, maintain the competitiveness of our total compensation packages, foster executive stock ownership, and promote retention. We grant long-term incentive awards in the form of equity pursuant to the 2022 Omnibus Incentive Compensation Plan (“Plan”). For fiscal year 2025, the equity awards granted were delivered in two forms, as described below:

  27. Long-Term Equity Incentives

    | PSUs | Vest on date Compensation Committee determines performance-vesting conditions of PSUs are met, subject to continued employment. | | RSUs | Vest over three-year period, with one-third cliff vesting on first anniversary of grant date and remaining portion vesting over next two years in eight equal quarterly installments, subject to continued employment. |

  28. Long-Term Equity Incentives

    In fiscal year 2025, the annual equity grants were made to our NEOs in January 2025 (except for Ms. Martins and Dr. Kuffner) and were a mix of 33% PSUs and 67% RSUs. Dr. Kuffner’s fiscal year 2025 award included one-time, new hire (approximately $3,000,000) compensation to induce him to join us as our Chief Technology Officer and make him whole for compensation forfeited from his prior employer. In establishing Dr. Kuffner’s award, the Compensation Committee considered Dr. Kuffner’s extensive experience, expected contributions to our next phase of innovative growth, and the value his experience commands in the competitive market for such talent. In lieu of an annual equity award, Ms. Martins received a one-time, new-hire award in July 2025 upon her appointment as our Chief Financial Officer. The size of Ms. Martins’ award was designed to make her whole for equity awards forfeited from her prior employer approximating $4.7 million, as well as to induce her to join us. Her award was granted using a mix of 33% PSUs and 67% RSUs and is subject to the same performance and vesting conditions as the fiscal year 2025 PSUs and RSUs granted to our other NEOs. See “Leadership Changes and Related Compensation” above for additional information regarding Ms. Martins’ and Dr. Kuffner’s new hire compensation. Target Long-Term Equity Incentive Award Grants The actual number of PSUs and RSUs granted in fiscal year 2025 was determined considering the factors outlined in “Executive Compensation Decision-Making Process” below and calculated by dividing the target award value by the

  29. Long-Term Equity Incentives

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  30. Long-Term Equity Incentives

    20-trading day average of our closing stock price ending on the day prior to the date of grant. The table below shows the target PSUs and RSUs awarded for fiscal year 2025 for each of the NEOs:

  31. Long-Term Equity Incentives

    | Name | Target Award Value ($) (2) | PSUs (at Target) | RSUs (1) | | | | # of Units | # of Units | | Richard B. Cohen (3) | — | — | — | | Izzy Martins (4) | 12,000,000 | 88,710 | 177,421 | | Carol Hibbard | 4,000,000 | 50,278 | 100,554 | | James Kuffner (5) | 27,000,000 | 291,892 | 692,025 | | Michael Dunn (6) | 6,800,000 | 81,490 | 162,984 | | Walter Odisho | 3,500,000 | 43,992 | 87,986 |

  32. Long-Term Equity Incentives

    (1) RSUs vest over three-year period, with one-third vesting on first anniversary of grant date and remaining portion of vesting over next two years in eight equal quarterly installments, subject to continued employment. (2) As noted above, target values are converted to number of shares using 20-day trading average of our closing stock price ending on the day prior to grant. Therefore, amounts reported differ from the grant date fair values reported in Summary Compensation Table in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”). See Note 21 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year 2025 for assumptions used to calculate our stock awards. (3) Mr. Cohen did not receive any cash or equity compensation from us for his services as our Chairman, President and CEO for fiscal year 2025. (4) Represents one-time, new-hire equity award granted in lieu of annual equity award upon Ms. Martins’ appointment as our Chief Financial Officer. (5) Represents one-time, new-hire equity awards granted upon Dr. Kuffner’s appointment as our Chief Technology Officer and his annual award for fiscal year 2025. (6) Represents Mr. Dunn’s annual award for fiscal year 2025 as well as a one-time award in recognition of his appointment as Chief Customer Officer. Both awards follow the vesting schedule and RSU/PSU split of annual award program. PSU Performance Metrics For fiscal years 2023, 2024 and 2025, the performance goals for the PSUs were based on the achievement of Revenue and Adjusted Free Cash Flow targets. We use Revenue and Adjusted Free Cash Flow because they are key indicators of our ability to drive sustainable growth and effectively manage cash generation. Revenue reflects our capacity to expand market share and increase top-line performance, while Adjusted Free Cash Flow ensures we are focused on operational efficiency and generating sufficient cash to support strategic initiatives, reduce debt, and return value to stockholders. These metrics align with our commitment to delivering long-term stockholder value by balancing growth with financial discipline. PSUs are also designed to balance long-term value creation with an immediate focus on delivering key financial results, ensuring alignment with both near-term objectives and our sustained growth strategy as follows:

  33. Long-Term Equity Incentives

    | PSU Weight | Performance Metrics | Weight | Performance Period | Award Payout | | | Cumulative Revenue (1) | | FY25 – FY27 | Any awards earned will vest after end of three-year period | | | Cumulative Adjusted Free Cash Flow (2) | | | | | | Revenue | | FY25 | Any awards earned will vest on third anniversary of grant date | | | Adjusted Free Cash Flow (3) | | | |

  34. Long-Term Equity Incentives

    We define “Cumulative Revenue” as total revenue over a three-year period.

  35. Long-Term Equity Incentives

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  36. Long-Term Equity Incentives

    We define “Cumulative Adjusted Free Cash Flow” as “Adjusted Free Cash Flow” over a three-year period. (3) “Adjusted Free Cash Flow” is not prepared in accordance with GAAP. We define it as “Adjusted EBITDA” less purchases of property and equipment and capitalization of internal use software development costs. PSUs Earned for Fiscal Year 2025 Based on the results, the Compensation Committee determined that 92% of the target PSUs for the fiscal year 2025 portion of the 2025-2027 award (weighted 30%) were earned for the performance cycle. These PSUs will vest as settled in shares of our common stock on the third anniversary of the grant date. The chart below shows the performance goals set for Revenue and Adjusted Free Cash Flow, as well as actual results.

  37. Long-Term Equity Incentives

    | | 2025-2027 PSUs(1) | | | | | | Performance Metric | Threshold 50% | Target 100% | Maximum 150% | Payout Level % (2) | Funded Amount | | Revenue (50% weight) | | | | 123% | | | | | | | | 92% | | Adjusted Free Cash Flow(3) (50% weight) | | | | 62% | |

  38. Long-Term Equity Incentives

    (1) Reflects goals established for the first performance period of 2025-2027 fiscal years. We do not prospectively disclose goals for the cumulative 2025-2027 fiscal years performance period due to competitive harm concerns but will do so retroactively following conclusion of the performance period. (2) Actual percent of target achieved is calculated based on straight-line interpolation between incremental goal levels established between threshold and target and target and maximum. (3) “Adjusted Free Cash Flow” is a non-GAAP measure. We define it as “Adjusted EBITDA” less purchases of property and equipment and capitalization of internal use software development costs. As a result, the NEOs earned the following PSUs for the fiscal year 2025 portion of the 2025-2027 fiscal years PSU award:

  39. Long-Term Equity Incentives

    | Name | 30% of Target PSUs Granted | Actual PSUs Earned (2) | | Richard B. Cohen (1) | — | — | | Izzy Martins | 26,613 | 24,604 | | Carol Hibbard | 15,083 | 13,944 | | James Kuffner | 87,568 | 80,959 | | Michael Dunn | 24,447 | 22,599 | | Walter Odisho | 13,198 | 12,200 |

  40. Long-Term Equity Incentives

    (1) Mr. Cohen did not receive any cash or equity compensation from us for his services as our Chairman, President and CEO for fiscal year 2025. Earned PSUs do not vest until completion of full 3-year performance period.

  41. Long-Term Equity Incentives

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  42. 2023-2025 PSUs

    2023-2025 PSUs For the previously granted fiscal years 2023-2025 PSUs awards, the actual results for the three-year measurement period portion of the award (70%) are set forth in the chart below. These PSUs vested and settled in shares of our common stock on January 12, 2026.

  43. 2023-2025 PSUs

    | Performance Metric | Threshold 50% | Target 100% | Maximum 150% | Funded Amount | Total Earned | | 2023 One-Year PSUs (30%) | | | | | | | Revenue (50% weight) | | | | 135% | | | | | | | | 67.5% | | Adjusted Free Cash Flow (50% weight) | | | | 0% | | | 2023 Three-Year PSUs (70%) | | | | | | | Revenue (50% weight) | | | | 0% | | | | | | | | 0% | | Adjusted Free Cash Flow (50% weight) | | | | 0% | | | | | | | | 20.25% |

  44. Executive Compensation Decision-Making Process

    Executive Compensation Decision-Making Process The Role of the Board and the Compensation Committee. The Compensation Committee oversees the executive compensation program for our NEOs. The Compensation Committee is comprised of independent, non-employee members of the Board. The Compensation Committee works very closely with its independent compensation consultant and management to examine the effectiveness of our executive compensation program throughout the year. Details of the Compensation Committee’s authority and responsibilities are specified in its charter, which may be accessed at our website at www.symbotic.com by selecting “Investors” and then “Corporate Governance.” The Compensation Committee makes all final compensation and equity award decisions regarding our NEOs, except for the CEO, whose compensation is determined by the independent members of the full Board, based upon recommendations of the Compensation Committee. As noted above, our CEO has chosen not to receive a base salary and does not receive any bonus payments, equity awards, or other incentive compensation. The Role of Management. Members of our management team regularly attend Compensation Committee meetings where executive compensation, individual and Symbotic performance, and competitive compensation practices are evaluated. While the management team provides valuable insights and transparency into these discussions, only Compensation Committee members hold voting power over decisions regarding NEO compensation. The Role of the CEO. The CEO provides his recommendations on the compensation of other NEOs to the Compensation Committee, ensuring management input and oversight. However, all decisions regarding NEO compensation are made by the Compensation Committee. Although Mr. Cohen did not receive in fiscal year 2025 any compensation for his services as our Chairman, CEO and President, the CEO would excluded from any discussions about his own compensation, ensuring complete independence. Final determinations regarding the CEO’s compensation would be made solely by the independent members of the Board, ensuring complete independence. The Role of the Independent Compensation Consultant. The Compensation Committee engages an independent compensation consultant to provide expertise on competitive pay practices, program design, and an objective assessment of any inherent risks of any programs. Pursuant to the authority granted to it under its charter, the Compensation Committee

  45. Executive Compensation Decision-Making Process

    hired Pearl Meyer & Partners, LLC, or Pearl Meyer, as its independent compensation consultant with respect to our fiscal year 2025 compensation program. Pearl Meyer reported directly to the Compensation Committee. For guidance with respect to our fiscal year 2026 compensation program, the Compensation Committee retained Compensia, Inc. as its independent compensation consultant. The Compensation Committee conducted an independence assessment of Pearl Meyer and Compensia in accordance with SEC rules. Factors Considered in Setting NEO Pay. In making decisions about the compensation of our NEOs, the Compensation Committee takes a well-rounded approach that considers a number of factors, which may include: • Our executive compensation program objectives • NEO’s experience, skills, and criticality of his or her position to our strategic, operational and financial plans • Potential and expected future contributions of NEO in furthering our corporate plans • Value and structure of historical compensation awards made to NEO, including his or her unvested equity awards • Relevant competitive market data and analyses prepared by our compensation consultant • Cost of replacing NEO • Current outlook for technology executive labor market generally • Our financial and operational performance, strategic imperatives and growth expectations • Internal pay equity, taking into consideration expected impact of each individual’s role on our business These factors provide a framework for decision-making regarding compensation opportunities for each NEO. No single factor is determinative in the Compensation Committee’s decision-making or weighted in any pre-determined manner. Ultimately, the Compensation Committee uses its business judgment and knowledge of us to determine compensation necessary to recruit, retain and reward talent within the competitive market. The Role of Peer Group Companies. As noted above, the Compensation Committee considers competitive level of total compensation for each NEO as compared with executive officers in similar positions at peer companies as a factor in its decision-making. For purposes of setting fiscal year 2025 compensation levels, in conjunction with the recommendation of Pearl Meyer, the Compensation Committee considered publicly-available data for a group of peer companies, the 2025 Compensation Peer Group, listed below along with industry specific survey data, where appropriate.

  46. 2025 Compensation Peer Group (1)

    2025 Compensation Peer Group (1)

  47. Timing of Equity Awards

    Timing of Equity Awards In response to Item 402(x)(1) of Regulation S-K, we do not currently grant new awards of stock options, stock appreciation rights or similar option-like instruments. Accordingly, we have no specific policy or practice on the timing of awards of such options in relation to our disclosure of material nonpublic information. In the event we determine to grant new awards of such options, the Board will evaluate the appropriate steps to take in relation to the foregoing.

  48. Severance and Change-in-Control Agreements

    Severance and Change-in-Control Agreements We entered into the arrangements disclosed below in order to encourage our NEOs’ full attention and dedication to us in the event of our change-in-control, and to provide our NEOs with reasonable compensation and benefits in the event of a change-in-control and a subsequent loss of employment. All equity awards granted have “double trigger” requirements before vesting upon a change-in-control. See “Executive Compensation Tables – Potential Payments upon a Termination or Change-in-Control” below for descriptions of the severance and change-in-control benefits each NEO would have been eligible to receive if a termination had occurred upon September 27, 2025.

  49. Employment Agreements and Other Individual Arrangements

    Employment Agreements and Other Individual Arrangements Izilda Martins. As discussed above in the section entitled “—Other Compensation Highlights—Leadership Changes and Related Compensation,” Ms. Martins executed an offer letter dated June 5, 2025 with Symbotic LLC. If Ms. Martins’s employment with us is terminated by us without Cause or by Ms. Martins for Good Reason, subject to Ms. Martins’s execution and non-revocation of a general release, confidentiality, non-disparagement and non-competition agreement with us, we will provide her with (i) medical benefits continuation for a period of twelve months (either through premium reimbursement or continuation of benefits at the Company’s discretion) ending on the earlier of twelve months from her termination date or the date she becomes eligible to receive health benefits from a subsequent employer and (ii) twelve months of cash severance at Ms. Martins’s then-current annual base salary. James Kuffner. Pursuant to an offer letter dated June 10, 2024 and an addendum thereto dated October 1, 2024, Dr. Kuffner serves as our Chief Technology Officer (collectively, “Kuffner Letter”). If Dr. Kuffner’s employment with us is either terminated by us other than for Cause (defined in the Kuffner Letter) or by Dr. Kuffner for Good Reason (defined in the Kuffner Letter), subject to Dr. Kuffner’s execution and non-revocation of a general release, confidentiality, non-disparagement and non-competition agreement with us, we will provide him with (i) medical benefits continuation (either through premium reimbursement or continuation of benefits at our discretion) ending on the earlier of twelve months from his termination date or the date he becomes eligible to receive health benefits from a subsequent employer and (ii) twelve months of cash severance at Dr. Kuffner’s then-current annual base salary. Michael Dunn. Mr. Dunn executed an offer letter dated April 21, 2017 with Symbotic LLC. If Mr. Dunn’s employment with us is terminated without cause, subject to Mr. Dunn’s execution of a general release, we will provide him with (i) medical benefits continuation and (ii) base salary continuation for a period ending upon the earlier of 12 months from the date of termination or the date he commences employment for remuneration. If Mr. Dunn’s employment with us is terminated without cause, subject to Mr. Dunn’s execution of a general release, we will provide him with (i) medical benefits continuation, (ii) base salary continuation for a period ending upon the earlier of 12 months from the date of termination or the date he commences employment for remuneration and (iii) a pro-rata portion of his incentive bonus for the fiscal year in which he was terminated.

  50. Employment Agreements and Other Individual Arrangements

    | | 37 |

  51. Employment Agreements and Other Individual Arrangements

    Walter Odisho. Mr. Odisho executed an offer letter dated January 13, 2023 that sets forth the terms of Mr. Odisho’s employment, including his initial base salary and eligibility to participate in our incentive plan. Mr. Odisho currently serves as our chief manufacturing and supply chain officer. He was granted restricted stock units in April 2023 valued at $5,000,000, which vests over three years with the first one-third vesting on the one-year anniversary of the grant date, and the remaining portion vesting in eight equal quarterly installments thereafter. Mr. Odisho is eligible to participate in our benefit programs and is subject to a non-compete agreement. Carol Hibbard. On June 9, 2025, we announced the planned separation of Ms. Hibbard and entered into a transition agreement with Ms. Hibbard dated June 9, 2025 (the “Transition Agreement”). Pursuant to the Transition Agreement, Ms. Hibbard served as our Chief Financial Officer, Treasurer and principal financial officer until August 8, 2025, after which she served as our Senior Vice President to assist with transition matters through January 1, 2026 (the “Separation Date”), when her employment with us terminated. Ms. Hibbard continued to receive her salary and benefits during this period. After the Separation Date, Ms. Hibbard will serve as our consultant through March 31, 2026. On the Separation Date, she executed a release of claims. In accordance with her offer letter, she will receive: (a) aggregate severance payments of $600,000, payable over 12 months, (b) continuation of group medical insurance coverage subsidized by us for a period of 12 months, and (c) continued vesting of her restricted stock units through March 31, 2026. She also received $510,000 multiplied by our bonus achievement percentage applicable to our executive leadership team for fiscal year 2025 as her annual cash incentive bonus for fiscal year 2025. Under the Transition Agreement, Ms. Hibbard will be subject to continued compliance with confidentiality, non-solicitation and non-disparagement covenants and a non-compete provision for a period of one year after the Separation Date.

  52. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding compensation awarded to, earned by, or paid to our NEOs during the fiscal years ended September 27, 2025, September 28, 2024, and September 30, 2023. Mr. Cohen did not receive any additional compensation for services provided as a director in fiscal year 2025.

  53. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Stock Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (3) | All Other Compensation ($) (4) | Total ($) | | Richard B. Cohen Chief Executive Officer | 2025 | - | - | - | - | - | - | | | 2024 | - | - | - | - | - | - | | | 2023 | - | - | - | - | - | - | | Izzy Martins Chief Financial Officer | 2025 | 147,500 | 737,500 | 14,392,364 | - | 22,127 | 15,299,492 | | Carol Hibbard Former Chief Financial Officer | 2025 | 600,000 | 660,000 | 5,241,415 | - | 48,625 | 6,550,040 | | | 2024 | 553,846 | 150,000 | 10,449,774 | 242,446 | 93,522 | 11,489,588 | | James Kuffner Chief Technology Officer | 2025 | 578,462 | 615,616 | 34,673,453 | - | 1,091,505 | 36,959,036 | | Michael Dunn Chief Customer Officer | 2025 | 450,000 | 405,000 | 7,432,328 | - | 110,627 | 8,397,956 | | Walter Odisho (5) Chief Manufacturing & Supply Chain Officer | 2025 | 468,269 | 309,058 | 4,586,233 | - | 12,830 | 5,376,390 | | | 2024 | 441,346 | 150,000 | 1,978,523 | 163,823 | 15,441 | 2,749,133 | | | 2023 | 253,846 | 500,000 | 5,462,830 | - | - | 6,216,676 |

  54. Summary Compensation Table

    (1) For Ms. Martins, consists of $250,000 sign-on bonus and $487,500 STIP payment. For Ms. Hibbard, consists of $150,000 sign-on bonus for fiscal year 2024 and $510,000 STIP payment for fiscal year 2024. For Dr. Kuffner, consists of $50,000 sign-on bonus and $565,616 STIP payment. For Mr. Dunn, consists of $405,000 STIP payment. For Mr. Odisho, consists of $309,058 STIP payment. As discussed above under the section entitled “—Fiscal Year 2025 Executive Compensation Program—Short-Term Incentives,” due to the significant uncertainty our business faced at the outset of fiscal year, the Compensation Committee identified performance measures at the start of the fiscal year, but was unable to establish pre-determined goals at the beginning of the performance period. (2) This column reflects aggregate grant date fair value computed in accordance with ASC Topic 718 for RSUs and PSUs granted to the NEO during fiscal year 2025, rather than amount paid to, or realized by, the NEO. The grant date fair value of PSUs was calculated based on expected value of possible outcomes of performance conditions related to these awards in accordance with ASC Topic 718 (excluding effects of estimated forfeitures) and assumes that all PSUs will be earned during term of grant. Assuming maximum level of performance conditions achieved, PSU award values for each NEO is listed in the table below. See Note 21 to our consolidated financial statements included in our Annual Report on Form 10-K for fiscal year 2025 for assumptions used to calculate our stock awards.

  55. Summary Compensation Table

    | NEO | PSU Award Value at Maximum ($) | | Richard B. Cohen | 0 | | Izzy Martins | 7,196,155 | | Carol Hibbard | 2,809,283 | | James Kuffner | 16,309,466 | | Michael Dunn | 4,553,254 | | Walter Odisho | 2,458,053 |

  56. Summary Compensation Table

    | | 39 |

  57. Summary Compensation Table

    Non-Equity Incentive Plan Compensation consists of STIP payments. (4) For Ms. Martins, consists of $10,000 in relocation benefits, $12,000 in temporary housing reimbursement, and $127 in group life insurance. For Ms. Hibbard, consists of $25,000 in relocation benefits, $14,000 in 401(k) plan employer contributions, $7,561 in financial planning benefits and $2,064 in group life insurance. For Dr. Kuffner, consists of $1,023,781 in incremental cost to us of providing non-commercial air travel through third-party aviation providers (as defined above under “Personal Use of Aircraft”), $30,627 in executive housing, $8,615 in 401(k) plan employer contributions and $1,104 in group life insurance. For Mr. Dunn, consists of $38,000 in executive housing, $56,773 in incremental cost to us of providing non-commercial air travel through third-party aviation providers (as defined above under “Personal Use of Aircraft”), $14,000 in 401(k) plan employer contributions, $740 in Health Savings Account employer contributions, and $1,104 in group life insurance. For Mr. Odisho, consists of $9,662 in 401(k) plan employer contributions and $3,168 in group life insurance. (5) Mr. Odisho was previously an NEO in fiscal year 2023.

  58. Fiscal Year 2025 Grants of Plan-Based Awards

    Fiscal Year 2025 Grants of Plan-Based Awards The following table sets forth certain information with respect to all plan-based awards granted to our NEOs for the fiscal year ended September 27, 2025.

  59. Fiscal Year 2025 Grants of Plan-Based Awards

    | | Grant date | Approval Date (1) | Estimated future payouts under equity incentive plan awards | | | All other stock awards: Number of shares of stock or units (#) | Grant date fair value of stock and option awards (2) | | | | | Threshold (#) | Target (#) | Maximum (#) | | | | Richard B. Cohen (3) | | | | | | | | | Izzy Martins (5) | | | | | | | | | | 7/23/2025 | 5/9/2025 | 44,355 | 88,710 | 133,065 | | $4,797,437 | | | 7/23/2025 | 5/9/2025 | | | | 177,421 | $9,594,928 | | Carol Hibbard | | | | | | | | | | 1/23/2025 | 12/27/2024 | 25,139 | 50,278 | 75,417 | | $1,872,856 | | | 1/23/2025 | 12/27/2024 | | | | 100,554 | $3,368,559 | | James Kuffner (4) | | | | | | | | | | 1/23/2025 | 12/27/2024 | 122,551 | 245,102 | 367,653 | | $9,130,050 | | | 1/23/2025 | 12/27/2024 | | | | 575,048 | $19,264,108 | | | 11/23/2024 | 11/12/2024 | 23,395 | 46,790 | 70,185 | | $1,742,928 | | | 11/23/2024 | 11/12/2024 | | | | 116,977 | $4,536,368 | | Michael Dunn (4) | | | | | | | | | | 2/23/2025 | 1/29/2025 | 29,433 | 58,866 | 88,299 | | $2,192,759 | | | 2/23/2025 | 1/29/2025 | | | | 117,734 | $2,880,951 | | | 1/23/2025 | 12/27/2024 | 11,312 | 22,624 | 33,936 | | $842,744 | | | 1/23/2025 | 12/27/2024 | | | | 45,250 | $1,515,875 | | Walter Odisho (4) | | | | | | | | | | 1/23/2025 | 12/27/2024 | 21,996 | 43,992 | 65,988 | | $1,638,702 | | | 1/23/2025 | 12/27/2024 | | | | 87,986 | $2,947,531 |

  60. Fiscal Year 2025 Grants of Plan-Based Awards

    (1) “Approval Date” refers to date on which Compensation Committee approved grants reported in this table. (2) Stock award values were computed in accordance with ASC Topic 718. Mr. Cohen did not receive any cash or equity compensation from us for his services as our Chairman, President and CEO for fiscal year 2025.

  61. Fiscal Year 2025 Grants of Plan-Based Awards

    | | 40 |

  62. Fiscal Year 2025 Grants of Plan-Based Awards

    RSUs vest over three years, with first one-third vesting on one-year anniversary of grant date, and remaining portion vesting in eight equal quarterly installments thereafter. PSUs vest on third anniversary of grant date, to extent performance-vesting conditions of PSUs are met. RSUs and PSUs subject to continued employment with us.

  63. Fiscal Year 2025 Outstanding Equity Awards at Fiscal Year End

    Fiscal Year 2025 Outstanding Equity Awards at Fiscal Year End The following table provides information regarding outstanding equity awards held by our NEOs as of September 27, 2025.

  64. Fiscal Year 2025 Outstanding Equity Awards at Fiscal Year End

    | Name | Date of Grant | Number of Shares or Units of Stock That Have Not Vested (#) (1) | Market Value of Shares or Units of Stock That Have Not Vested ($) (2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (2) | | Richard B. Cohen(3) | -- | -- | -- | -- | -- | | Izzy Martins | 7/23/2025 (4) | | | 88,710 | 4,625,339 | | | 7/23/2025 | 177,421 | 9,250,731 | | | | James Kuffner | 11/23/2024 | 116,977 | 6,099,181 | | | | | 11/23/2024 (4) | | | 46,790 | 2,439,631 | | | 1/23/2025 (4) | | | 245,102 | 12,779,618 | | | 1/23/2025 | 575,048 | 29,983,003 | | | | Michael Dunn | 8/17/2022 | 10,998 | 573,436 | | | | | 1/23/2023 | 8,826 | 460,188 | | | | | 1/23/2023 (6) | | | 13,238 | 690,229 | | | 1/23/2024 | 7,125 | 371,498 | | | | | 1/23/2024 (5) | | | 3,562 | 185,723 | | | 1/23/2025 (4) | | | 22,624 | 1,179,615 | | | 1/23/2025 | 45,250 | 2,359,335 | | | | | 2/23/2025 | 117,734 | 6,138,651 | | | | | 2/23/2025 (4) | | | 58,866 | 3,069,273 | | Walter Odisho | 2/6/2023 | 87,663 | 4,570,749 | | | | | 1/23/2024 | 14,250 | 742,995 | | | | | 1/23/2024 (5) | | | 7,124 | 371,445 | | | 1/23/2025 (4) | | | 43,992 | 2,293,743 | | | 1/23/2025 | 87,986 | 4,587,590 | | | | Carol Hibbard | 11/3/2023 | 71,265 | 3,715,757 | | | | | 11/3/2023 (5) | | | 85,514 | 4,458,700 | | | 1/23/2025 (4) | | | 50,278 | 2,621,495 | | | 1/23/2025 | 100,554 | 5,242,886 | | |

  65. Fiscal Year 2025 Outstanding Equity Awards at Fiscal Year End

    (1) Unless otherwise indicated, RSUs vest over three years, with the first one-third vesting on one-year anniversary of grant date, and the remainder vesting in eight equal quarterly installments thereafter, subject to continued employment through such vesting date. (2) Represents fair market value of unvested and unearned shares of our common stock as of September 26, 2025, the last trading day of fiscal year 2025, based upon the closing market price of our common stock on such date of $52.14 per share. Mr. Cohen has not received any equity compensation from us for his services as our Chairman, President and CEO.

  66. Fiscal Year 2025 Outstanding Equity Awards at Fiscal Year End

    | | 41 |

  67. Fiscal Year 2025 Outstanding Equity Awards at Fiscal Year End

    Represents shares issuable on settlement of fiscal year 2025 PSUs. Earned PSUs are determined by the Compensation Committee at the end of a three-year performance period based on achievement of metrics as described above under "PSU Performance Metrics." The number of PSUs reported is based on the target level of performance. (5) Represents shares issuable on settlement of fiscal year 2024 PSUs. Earned PSUs are determined by the Compensation Committee at the end of three-year performance period based on achievement of metrics as described above under "PSU Performance Metrics." The number of PSUs reported is based on the threshold level of performance. (6) Represents shares issuable on settlement of fiscal year 2023 PSUs. Earned PSUs are determined by the Compensation Committee at the end of three-year performance period based on achievement of metrics as described above under "PSU Performance Metrics." The number of PSUs reported is based on the threshold level of performance.

  68. Fiscal Year 2025 Stock Vested

    Fiscal Year 2025 Stock Vested The following table presents, for each of our NEOs, the shares of our common stock that were acquired upon the vesting of RSUs and the related value realized during the fiscal year ended September 27, 2025.

  69. Fiscal Year 2025 Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (1) | | Richard B. Cohen (2) | | | | Izzy Martins (3) | | | | James Kuffner (3) | | | | Michael Dunn | 62,105 | 1,812,251 | | Walter Odisho | 131,130 | 4,501,541 | | Carol Hibbard | 99,762 | 3,090,935 |

  70. Fiscal Year 2025 Stock Vested

    1) Value realized on vesting is based on the closing market price per share of our common stock on each vesting date, which ranged from $20.90 to $54.08 per share, multiplied by the number of shares that vested. 2) Mr. Cohen has not received any cash or equity compensation from us for his services as our Chairman, President and CEO. 3) Ms. Martins and Dr. Kuffner had no stock awards vest in fiscal year 2025.

  71. Potential Payments Upon a Termination or a Change in Control

    Potential Payments Upon a Termination or a Change in Control The severance and change-in-control benefits for our NEOs are provided under individual offer letters, if applicable, and in individual equity award agreements. All equity awards granted have “double trigger” requirements before vesting upon a change-in-control. For a description of the severance benefits for our NEOs pursuant to individual offer letters, see “Employment Agreements and Other Individual Arrangements” above. RSU Treatment on Death, Disability or Retirement: Upon a termination of employment due to death, disability or retirement, any RSUs with a vesting date that is within one year after the date of termination will vest. RSU Treatment on a Qualifying Termination in Connection with a Change of Control: Upon a termination of employment without Cause or for Good Reason (in each case, as defined in the award agreement) on or within one year following a Change of Control (as defined in the award agreement), the RSUs will vest in full. PSU Treatment on Death, Disability or Retirement: Upon a termination of employment due to death, disability or retirement, a prorated portion of the PSUs will remain eligible to vest on the vesting date to the extent that the performance targets for the performance metrics are achieved at the end of the performance period, with the proration calculated based on the number of days from and including the first day of the performance period through the date of termination, divided by the number of days from and including the first day of the performance period through the end of the performance period. PSU Treatment on Termination in Connection with a Change of Control: Upon a termination of employment without Cause or for Good Reason, on or within one year following a Change of Control, the PSUs will vest in full.

  72. Potential Payments Upon a Termination or a Change in Control

    | | 42 |

  73. Potential Payments Upon a Termination or a Change in Control

    The following table presents information concerning estimated payments and benefits that would be provided pursuant to the arrangements described above. The estimated payments and benefits set forth below assume that the termination of employment or change-in-control event occurred on September 27, 2025, and a per share value of our common stock of $52.14, which is the closing market price per share of our Class A common stock on the last business day of fiscal year 2025, September 26, 2025. Actual payments and benefits could be different if such events were to occur on any other date or at any other price, or if any other assumptions are used to estimate potential payments and benefits.

  74. Potential Payments Upon a Termination or a Change in Control

    | Name | Termination Without Cause or for Good Reason Not in Connection with a Change in Control | | | Termination Without Cause or for Good Reason in Connection with a Change in Control | | | | | Cash Severance | Healthcare Benefits (1) | Equity Vesting | Cash Severance | Healthcare Benefits (1) | Equity Acceleration | | Richard B. Cohen | - | - | - | - | - | - | | Izzy Martins | 650,000 | 22,205 | - | 650,000 | 22,205 | 13,876,070 | | James Kuffner | 800,000 | 22,695 | - | 800,000 | 22,695 | 51,301,432 | | Michael Dunn | 900,000 | 18,940 | - | 900,000 | 18,940 | 15,903,899 | | Walter Odisho | - | - | - | - | - | 12,937,967 | | Carol Hibbard (2) | 1,110,000 | 22,695 | 2,490,571 | - | - | - |

  75. Potential Payments Upon a Termination or a Change in Control

    (1) Column reflects cost of medical benefits continuation for period of 12 months, either through premium reimbursement or continuation of benefits. (2) Reflects 12 months of salary continuation, STIP and continued equity vesting Ms. Hibbard received in connection with her separation from us, as disclosed above in the section entitled “—Employment Agreements and Other Individual Arrangements.”

  76. CEO Pay Ratio

    CEO Pay Ratio For the fiscal year ended September 27, 2025, we identified the median employee from among all of our employees and our consolidated subsidiaries, excluding the CEO, as of September 15, 2025, which was within the last three months of the fiscal year. We also excluded non-U.S. employees who represented approximately 2.2% of our total employee population as of the measurement date pursuant to the de minimis exemption under Item 402(u)(4)(ii) of Regulation S-K. Excluded employees were located in Canada (43 employees excluded) and the United Kingdom (2 employees excluded). As of September 15, 2025, using the methodology required by the SEC rules, we had 1,999 employees in the U.S. and 45 employees in other countries, for a total of 2,044 employees globally factored into the sample before the country exclusions listed above. In identifying the median employee, we used total cash compensation as reflected in payroll records for employees included in the calculation. Total cash compensation includes fiscal year base salary, overtime and bonus. This compensation measure was selected because it is a consistently applied measure that is readily determinable from our payroll records. We did not annualize compensation for permanent employees hired during the fiscal year for purposes of identifying the median employee. Once the median employee was identified, we calculated the median employee’s annual total compensation for the fiscal year in accordance with Item 402(c)(2)(x) of Regulation S-K. For fiscal year 2025, the annual total compensation of the median employee was $113,598, and the annual total compensation of the CEO was $0. The annual total compensation of the CEO was calculated in accordance with Item 402(c)(2)(x) of Regulation S-K and is the same amount reported for the CEO in the Summary Compensation Table for the fiscal year. Based on the foregoing, the ratio of the CEO’s annual total compensation to the median employee’s annual total compensation is 0.

  77. CEO Pay Ratio

    | | 43 |

  78. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure This section should be read in conjunction with the Compensation Discussion and Analysis in this proxy statement, which includes additional discussion of the objectives of our executive compensation programs and how they are aligned with our financial and operational performance. As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid, or CAP, to our principal executive officer, or PEO, former PEO, and non-PEO NEOs, as defined by SEC rules, and certain of our financial performance measures. For further information concerning our pay-for-performance philosophy and how we align executive compensation with our performance, refer to the Compensation Discussion and Analysis section of this proxy statement. Pay Versus Performance Table The following table provides the information required for our PEO, former PEO, and non-PEO NEOs for each of the covered fiscal years ended September 27, 2025, September 28, 2024, September 30, 2023, and September 24, 2022, along with the financial information required to be disclosed for each fiscal year.

  79. Pay Versus Performance Disclosure

    | | | | | | | | Year-end value of $100 invested on September 25, 2021 in: | | | | | Fiscal Year (1)(2)(3) | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO | Summary Compensation Table Total for Former PEO | Compensation Actually Paid to Former PEO | Average Summary Compensation Table Total for non-PEO NEOs ($) | Average Compensation Actually Paid to non-PEO NEOs ($)(4) | SYM Total Shareholder Return | Peer Group Total Shareholder Return ($)(5) | Net Income ($M) | Revenue ($M)(6) | | 2025 | 0 | 0 | 0 | 0 | $14,516,583 | $21,647,418 | 532 | 208 | (91) | 2,247 | | 2024 | 0 | 0 | 0 | 0 | 4,210,384 | (314,726) | 260 | 163 | (85) | 1,788 | | 2023 | 0 | 0 | 1,649,999 | (7,495,338) | 4,432,802 | 14,598,073 | 341 | 108 | (208) | 1,177 | | 2022 | 0 | 0 | 14,304,539 | 9,731,876 | 8,519,163 | 8,092,278 | 108 | 80 | (139) | 593 |

  80. Pay Versus Performance Disclosure

    (1) PEO in each covered fiscal year is Richard B. Cohen. Mr. Cohen served as our CEO for duration of each covered fiscal year except from April 4, 2022 to November 19, 2022. (2) Former PEO in fiscal years 2022 and 2023 is Michael Loparco. Mr. Loparco served as our CEO from April 4, 2022 to November 19, 2022. (3) Our non-PEO NEOs include following executives in each covered fiscal year: a. 2025: Izzy Martins, James Kuffner, Michael Dunn, Walter Odisho, Carol Hibbard b. 2024: Carol Hibbard, Corey Dufresne, George Dramalis, Bill Boyd, Thomas Ernst c. 2023: Thomas Ernst, Walter Odisho d. 2022: Thomas Ernst, Michael Dunn (4) CAP to PEO, former PEO, non-PEO NEOs reflect adjustments from total compensation as reported in Summary Compensation Table. As discussed in Compensation Discussion and Analysis section of this proxy statement, Mr. Cohen, our PEO, did not receive any compensation in fiscal year 2025, nor did he receive any compensation in fiscal years 2024, 2023 or 2022. As such, PEO’s CAP is $0 in each of covered fiscal years. A reconciliation of adjustments for average compensation of PEO, former PEO, and non-PEO NEOs for fiscal years 2025, 2024, 2023, and 2022 are set forth in tables below.

  81. Pay Versus Performance Disclosure

    | | 2025 | 2024 | 2023 | | 2022 | | | | PEO | PEO | PEO | Former PEO | PEO | Former PEO | | | ($) | ($) | ($) | ($) | ($) | ($) | | Summary Compensation Table Total | 0 | 0 | 0 | 1,649,999 | 0 | 14,304,539 | | Adjustments for Equity Awards: | | | | | | | | (Subtraction): Value of “Stock Awards” reported in Summary Compensation Table | 0 | 0 | 0 | 0 | 0 | -13,718,000 | | Addition: Fair value at year-end of awards granted during the covered fiscal year that are outstanding and unvested at year-end | 0 | 0 | 0 | 0 | 0 | 9,145,337 |

  82. Pay Versus Performance Disclosure

    | | 44 |

  83. Pay Versus Performance Disclosure

    | | 2025 | 2024 | 2023 | | 2022 | | | | PEO | PEO | PEO | Former PEO | PEO | Former PEO | | | ($) | ($) | ($) | ($) | ($) | ($) | | Addition (Subtraction): Year-over-year change in fair value of awards granted in any prior fiscal year that are outstanding and unvested at year end | 0 | 0 | 0 | 0 | 0 | 0 | | Addition: Fair value at vest of awards granted and vested during the covered fiscal year | 0 | 0 | 0 | 0 | 0 | 0 | | Addition (Subtraction): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied at the end of or during the covered fiscal year | 0 | 0 | 0 | 0 | 0 | 0 | | (Subtraction): Fair value at end of prior fiscal year of awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year | 0 | 0 | 0 | -9,145,337 | 0 | 0 | | Compensation Actually Paid (as calculated) | 0 | 0 | 0 | -7,495,338 | 0 | 9,731,876 |

  84. Pay Versus Performance Disclosure

    | | 2025 | 2024 | 2023 | 2022 | | | Average of Other non-PEO NEOs | Average of Other non-PEO NEOs | Average of Other non-PEO NEOs | Average of Other non-PEO NEOs | | | ($) | ($) | ($) | ($) | | Summary Compensation Table Total | $14,516,583 | 4,210,384 | 4,432,802 | 8,519,163 | | Adjustments for Equity Awards: | | | | | | (Subtraction): Value of “Stock Awards” reported in Summary Compensation Table | -13,265,159 | -3,451,088 | -3,823,978 | -7,835,389 | | Addition: Fair value at year-end of awards granted during the covered fiscal year that are outstanding and unvested at year-end | 19,153,914 | 1,665,408 | 7,869,094 | 3,766,964 | | Addition (Subtraction): Year-over-year change in fair value of awards granted in any prior fiscal year that are outstanding and unvested at year end | 856,591 | -2,376,039 | 4,507,052 | 1,151,867 | | Addition: Fair value at vest of awards granted | 0 | 0 | 0 | 2,542,709 |

  85. Pay Versus Performance Disclosure

    | | 45 |

  86. Pay Versus Performance Disclosure

    | | 2025 | 2024 | 2023 | 2022 | | | Average of Other non-PEO NEOs | Average of Other non-PEO NEOs | Average of Other non-PEO NEOs | Average of Other non-PEO NEOs | | | ($) | ($) | ($) | ($) | | and vested during the covered fiscal year | | | | | | Addition (Subtraction): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied at the end of or during the covered fiscal year | 385,489 | 1,443,851 | 1,613,103 | 237,265 | | (Subtraction): Fair value at end of prior fiscal year of awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year | 0 | -1,807,242 | 0 | -290,301 | | Compensation Actually Paid (as calculated) | 21,647,418 | -314,726 | 14,598,073 | 8,092,278 |

  87. Pay Versus Performance Disclosure

    CAP does not correlate to total amount of cash or equity compensation realized during each fiscal year and is different from “realizable” or “realized” compensation as reported in the Compensation Discussion and Analysis section of this proxy statement. Instead, it is nuanced calculation that includes increase or decrease in value of certain elements of compensation over each fiscal year, including compensation granted in prior fiscal year, in accordance with Item 402(v) of Regulation S-K. Given a significant amount of CAP is dependent on our stock price at a specific point in time, it is important to note that value could have been drastically different if other measurement dates were chosen. The amount of compensation actually realized may, in fact, be different from amounts disclosed in the Pay Versus Performance Table. (5) The peer group TSR set forth in this table utilizes the S&P 500 Information Technology Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the year ended September 27, 2025. The comparison assumes $100 was invested for period starting September 25, 2021 through the end of listed fiscal year in SYM and in the S&P 500 Information Technology Index. Historical stock price performance is not necessarily indicative of future stock price performance. (6) Revenue, which is a GAAP measure, represents the most important financial performance measure (that is not otherwise required to be disclosed in Pay Versus Performance Table) used by us to link CAP to our NEOs, including our PEO, to our performance for most recently completed fiscal year. Tabular List of Important Performance Measures As described in greater detail in the Compensation Discussion and Analysis section of this proxy statement, our executive compensation program reflects a pay-for-performance philosophy. We utilize metrics for our short- and long-term incentive compensation programs based on an objective of driving profitable growth and effectively managing cash generation to increase shareholder value. Listed below are the financial performance measures which, in our assessment, represent the most important performance measures we used to link CAP to our NEOs to our performance in fiscal year 2025. Of these measures, we have identified Revenue as the most important of our financial performance measures. • Revenue • Adjusted EBITDA* • Adjusted Free Cash Flow* * Adjusted EBITDA and Adjusted Free Cash Flow are not prepared in accordance with GAAP. “Adjusted EBITDA” is defined and reconciled in our 10-K. “Adjusted Free Cash Flow” is defined as “Adjusted EBITDA” less purchases of property and equipment and capitalization of internal use software development costs.

  88. Pay Versus Performance Disclosure

    | | 46 |

  89. Pay Versus Performance Disclosure

    Pay Versus Performance: Graphical Description The illustrations below provide a graphical description of CAP (as calculated in accordance with SEC rules) and the following measures: • Our cumulative TSR and the S&P 500 Information Technology Index cumulative TSR; • Our Net Income; and • Our Revenue. As previously discussed, our PEO, Mr. Cohen, did not receive any compensation in any of the covered fiscal years. His CAP value of $0 in each covered fiscal year has been omitted from the following charts for ease of readability. CAP and Our Cumulative TSR / Cumulative TSR of the Peer Group CAP and Our Net Income

  90. Pay Versus Performance Disclosure

    | | 47 |

  91. Pay Versus Performance Disclosure

    CAP and Our Revenue

  92. Equity Compensation Plan Information

    | | Fees Earned | Stock | | | | or Paid in Cash | Awards | Total | | Name | ($) | ($)(1)(2) | ($) | | Richard B. Cohen | — | — | — | | Eric Branderiz | 14,396 | 823,515 | 837,911 | | Rollin Ford | 65,000 | 227,176 | 292,176 | | Charles Kane | 75,000 | 227,176 | 302,176 | | Todd Krasnow | 70,000 | 227,176 | 297,176 | | Vikas Parekh(3) | — | — | — | | Andrew Ross | 4,808 | 614,704 | 619,512 | | Daniela Rus | 67,500 | 227,176 | 294,676 | | Merline Saintil | 67,500 | 227,176 | 294,676 |

  93. Procedures with Respect to Review and Approval of Related Person Transactions

    Mr. Ladensohn is a long-time friend of Mr. Cohen and may be deemed to beneficially own Class V-1 and Class V-3 common stock owned of record by (A) the RBC Millennium Trust, for which he serves as co-trustee with Janet Cohen and may be deemed to have shared voting and investment power, (B) the Jill Cohen Mill Trust, for which he serves as co-trustee with Ms. Cohen and may be deemed to have shared voting and investment power, (C) the 2014 QSST F/B/O Rachel Cohen Kanter, for which he serves as sole trustee, and (D) the 2014 QSST F/B/O Perry Cohen, for which he serves as sole trustee. Mr. Ladensohn may also be deemed to beneficially own Class A common stock owned of record by (A) David Ladensohn Roth IRA, for which he may be deemed to have voting and investment power and (B) Ladensohn Family Investments, Ltd., of which he is a general partner. Mr. Ladensohn disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The address of Mr. Ladensohn is c/o Symbotic, 200 Research Drive, Wilmington, MA 01887. (2) Ms. Cohen is the wife of Mr. Cohen and may be deemed to beneficially own Class V-1 and Class V-3 common stock owned of record by (A) the RBC Millennium Trust, for which she serves as co-trustee with David Ladensohn and may be deemed to have shared voting and investment power, and (B) the Tulia Mill Trust, for which she serves as co-trustee with David Ladensohn and may be deemed to have shared voting and investment power. Ms. Cohen disclaims beneficial ownership of such securities except to the extent of her pecuniary interest therein. The address of Ms. Cohen is c/o Symbotic, 200 Research Drive, Wilmington, MA 01887. (3) The address of the RBC Millennium GST Non-Exempt Trust is c/o Symbotic, 200 Research Drive, Wilmington, MA 01887. (4) The address of the RBC Millennium Trust is c/o Symbotic, 200 Research Drive, Wilmington, MA 01887. (5) The address of Walmart Inc. is 702 Southwest 8th Street, Bentonville, AR 72716. (6) Mr. Cohen may be deemed to beneficially own Class V-1 and Class V-3 common stock owned of record by (A) RJJRP Holdings, Inc., of which he is the president and chief executive officer, and (B) the Richard Cohen Revocable Trust, for which he serves as sole trustee. Mr. Cohen disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The address of Mr. Cohen is c/o Symbotic, 200 Research Drive, Wilmington, MA 01887. (7) The information reported is based on a Schedule 13G/A filed with the SEC on December 8, 2025 by SoftBank Group Corp. SVF II SPAC Investment 3 (DE) LLC is the record holder of 20,000,000 shares of Class A common stock. SB Northstar LP is the record holder of 2,000,000 shares of Class A common stock. SVF II Strategic Investments AIV LLC is the record holder of 17,825,312 shares of Class A common stock. SoftBank Group Corp., which is a publicly traded company listed on the Tokyo Stock Exchange, is the sole shareholder of SB Global Advisers Limited (“SBGA”), which has been appointed as manager and is exclusively responsible for making final decisions related to the acquisition, structuring, financing and disposal of SoftBank Vision Fund II-2 L.P.’s investments, including as held by SVF II SPAC Investment 3 (DE) LLC. SoftBank Vision Fund II-2 L.P. is the sole limited partner of SVF II Aggregator (Jersey) L.P., which is the sole member of SVF II Holdings (DE) LLC, which is the sole member of SVF II SPAC Investment 3 (DE) LLC. SoftBank is the parent company of SoftBank is the parent company of SVF II Strategic Investments AIV LLC and the parent company of Silver Brick Management PTE. LTD., which has been appointed as investment manager of SB Northstar LP and is responsible for making voting and investment decisions with respect to SB Northstar LP’s investments. SoftBank is the sole shareholder of SBIA US, which is the sole member of SVF Sponsor III (DE) LLC. The business address of SoftBank is 1-7-1, Kaigan, Minato-ku Tokyo 105-7537 Japan. The business address of SBGA is 69 Grosvenor Street, Mayfair, London W1K 3JP, England, United Kingdom. The business address of each of SBIA US, SVF Sponsor III (DE) LLC, SVF II Holdings (DE) LLC and SVF II SPAC Investment 3 (DE) LLC is 1521 Concord Pike, Wilmington, DE 19803. The business address of SVF II Strategic Investments AIV LLC is 300 El Camino Real, Menlo Park, CA 94025. The business address of each of SVF II Aggregator (Jersey) L.P. and SoftBank Vision Fund II-2 L.P. is c/o Gen II (Jersey) Limited, 47 Esplanade, St. Helier, Jersey, JE1 0BD. The business address of Silver Brick Management PTE. LTD. is 138 Market Street #27-01A Capitagreen, Singapore 048926. The business address of SB Northstar LP is c/o Walkers, 190 Elgin Avenue, George Town, Grand Cayman, KY1-9008. (8) The address of RJJRP Holdings, Inc. is c/o Symbotic, 200 Research Drive, Wilmington, MA 01887. (9) The information reported is based on a Schedule 13G filed with the SEC on August 8, 2025 by Baillie Gifford & Co. Baillie Gifford has sole voting power with respect to 6,141,035 shares, sole dispositive power with respect to 13,440,113 shares, shared voting power with respect to 0 shares and shared dispositive power with respect to 0 shares reported in the table. The address of Baillie Gifford is Calton Square, 1 Greenside Row, Edinburgh, EH1 3AN, Scotland, UK. (10) Consists of 11,860 shares of Class A common stock that will be issuable upon the vesting of equity awards within 60 days of January 6, 2026. The address of Mr. Branderiz is c/o Symbotic, 200 Research Drive, Wilmington, MA 01887. (11) Consists of (i) 22,507 shares of Class A common stock held by the Rollin F. Ford Trust and (ii) 10,345 shares of Class A common stock that will be issuable upon the vesting of equity awards within 60 days of January 6, 2026. The address of Mr. Ford is c/o Symbotic, 200 Research Drive, Wilmington, MA 01887. (12) Consists of (i) 14,507 shares of Class A common stock and 599,353 shares of Class V-1 common stock held directly by Mr. Kane and (ii) 10,345 shares of Class A common stock that will be issuable upon the vesting of equity awards within 60 days of January 6, 2026. The address of Mr. Kane is c/o Symbotic, 200 Research Drive, Wilmington, MA 01887. (13) Consists of (i) 40,000 shares of Class A common stock and 926,115 shares of Class V-1 common stock that Mr. Krasnow may be deemed to beneficially own that are owned of record by (A) Mr. Krasnow directly, (B) The Krasnow Family 2019 Charitable Remainder Unitrust, for which he serves as trustee, (C) The Todd and Deborah Krasnow Charitable Remainder Unitrust, for which he serves as trustee, and (D) Inlet View, Inc., of which he is the president and chief executive officer, and (ii) 10,345 shares of Class A common stock that will be issuable upon the vesting of equity awards within 60 days of January 6, 2026. Mr. Krasnow disclaims beneficial ownership of the securities not directly held by him except to the extent of his pecuniary interest therein. The address of Mr. Krasnow is c/o Symbotic, 200 Research Drive, Wilmington, MA 01887. (14) Consists of 5,104 shares of Class A common stock that will be issuable upon the vesting of equity awards within 60 days of January 6, 2026. The address of Mr. Ross is c/o Symbotic, 200 Research Drive, Wilmington, MA 01887. Consists of (i) 11,024 shares of Class A common stock held directly by Ms. Rus and (ii) 17,312 shares of Class A common stock that will be issuable upon the vesting of equity awards within 60 days of January 6, 2026. The address of Ms. Rus is c/o Symbotic, 200 Research Drive, Wilmington, MA 01887.