Symbotic Inc.SYM
Symbotic Inc. Stock Compensation Disclosure
Stock-Based Compensation and Warrant Units
In June 2022, the Company’s stockholders approved the Symbotic Inc. 2022 Omnibus Incentive Compensation Plan (“2022 Plan”). The 2022 Plan allows for the issuance of stock options, stock appreciation rights, restricted shares, restricted stock units, dividend equivalent rights, and other equity-based or equity-like awards that the Compensation Committee of the Board of Directors determines to be consistent with the purposes of the 2022 Plan and the interests of the Company for up to 80,811,586 shares of Class A Common Stock to employees, directors, and consultants of the Company. Additionally, up to 8,500,000 shares may be issued in connection with the exchange of awards under the 2012 Value Appreciation Plan or the Amended and Restated 2018 Long Term Incentive Plan (“Legacy Plans”). The Company will no longer issue new awards under the Legacy Plans as all future grants will be issued under the 2022 Plan, or another equity plan that is approved by the Compensation Committee of the Board of Directors. Awards issued under the 2022 Plan have a maximum term of 10 years.
The following two tables show stock-based compensation expense by award type and where the stock-based compensation expense is recorded in the Company’s consolidated statements of operations (in thousands):
| Year Ended | |||||||||||||||||
| September 27, 2025 | September 28, 2024 | September 30, 2023 | |||||||||||||||
| RSUs (service-based and performance-based) | $ | 170,599 | $ | 109,510 | $ | 152,791 | |||||||||||
| Employee stock purchase plan | 3,803 | 2,698 | 1,436 | ||||||||||||||
| Total stock-based compensation expense | $ | 174,402 | $ | 112,208 | $ | 154,227 | |||||||||||
Effect of stock-based compensation expense on income by line item (in thousands):
| Year Ended | |||||||||||||||||
| September 27, 2025 | September 28, 2024 | September 30, 2023 | |||||||||||||||
| Cost of revenue, Systems | $ | 36,060 | $ | 12,529 | $ | 36 | |||||||||||
| Cost of revenue, Software maintenance and support | 1,030 | 551 | 1,767 | ||||||||||||||
| Cost of revenue, Operation services | 2,587 | 1,988 | 4,344 | ||||||||||||||
| Research and development | 52,966 | 49,066 | 68,364 | ||||||||||||||
| Selling, general, and administrative | 81,759 | 48,074 | 79,716 | ||||||||||||||
| Total stock-based compensation expense | $ | 174,402 | $ | 112,208 | $ | 154,227 | |||||||||||
Total stock-based compensation expense for the year ended September 28, 2024 decreased as compared to the year ended September 30, 2023 as a result of the issuance of restricted stock to our employees in August 2022 following the Business Combination with application of the graded-vesting method of expense recognition. There was no such grant in the same period of fiscal year 2023.
RSUs represent the right to receive one share of the Company’s common stock upon vesting. RSUs are granted at the discretion of the Board of Directors, a committee thereof or, subject to defined limitations, the Chief Executive Officer of the Company, acting as a committee of one director, to whom such authority has been delegated. The Company has issued RSUs that vest based on the passage of time assuming continued service with the Company, and RSUs that vest only upon the achievement of defined performance metrics tied primarily to revenue and earnings targets.
For RSUs with service-based vesting conditions, the fair value is calculated based on the Company’s closing stock price on the grant date, and the stock-based compensation expense is being recognized over the vesting period. Most RSUs with service-based vesting provisions vest in installments over a three-year period following the grant date. For RSUs with performance-based vesting conditions (“PSU”), management measures compensation expense based upon a review of the Company’s expected achievement against specified financial performance targets. Such compensation cost is being recorded to the extent management has deemed that such awards are probable of vesting based upon the expected achievement against the specified targets. On a periodic basis, management reviews the Company’s expected performance and adjusts the compensation cost, if needed, at such time.
The following table summarizes the RSU activity for the periods presented:
| Shares | Weighted Average Grant Date Fair Value | ||||||||||
| Outstanding at September 30, 2023 | 12,884,015 | $ | 15.81 | ||||||||
| Granted | 3,102,298 | 44.44 | |||||||||
| Vested | (6,863,457) | 15.73 | |||||||||
| Forfeited | (1,190,356) | 20.14 | |||||||||
| Outstanding at September 28, 2024 | 7,932,500 | $ | 26.43 | ||||||||
| Granted | 11,126,959 | 32.73 | |||||||||
| Vested | (4,848,539) | 23.11 | |||||||||
| Forfeited | (1,438,962) | 32.96 | |||||||||
| Outstanding at September 27, 2025 | 12,771,958 | $ | 32.44 | ||||||||
The total fair value of RSUs that vested during the years ended September 27, 2025, September 28, 2024 and September 30, 2023 was $154.5 million, $295.5 million, and $90.7 million, respectively. For the years ended September 27, 2025, September 28, 2024, and September 30, 2023, the weighted-average fair value of RSU awards granted was $32.73, $44.44, and $15.72 per share, respectively. As of September 27, 2025, 12.8 million RSUs were outstanding and unvested, with an aggregate value of $665.9 million and a weighted average remaining vesting period of approximately 1.10 years. These RSUs are expected to vest on various dates through 2028.
The following table summarizes the PSU activity for the periods presented:
| Shares | Weighted Average Grant Date Fair Value | ||||||||||
| Outstanding at September 30, 2023 | 337,986 | 15.56 | |||||||||
| Granted | 235,292 | $ | 48.38 | ||||||||
| Vested | — | — | |||||||||
| Forfeited | (73,226) | 15.56 | |||||||||
| Outstanding at September 28, 2024 | 500,052 | $ | 31.10 | ||||||||
| Granted | 931,604 | 38.85 | |||||||||
| Vested | — | — | |||||||||
| Forfeited | (186,786) | 41.46 | |||||||||
| Outstanding at September 27, 2025 | 1,244,870 | $ | 35.31 | ||||||||
Employee Stock Purchase Plan
On June 3, 2022, the Company’s stockholders approved, and on June 7, 2022, the Company’s board of directors adopted the ESPP. The ESPP authorizes the issuance of up to a total of 3,767,734 shares of Class A Common Stock to participating employees, and allows eligible employees to purchase shares of Class A Common Stock at a 15% discount from the fair market value of the stock as determined on specific dates, which are typically at six-month intervals. The offering periods for the ESPP generally start on the first trading day on or after February 28th and August 31st of each year.
The fair value of the ESPP is estimated using the Black-Scholes option-pricing model with the following assumptions:
| Year Ended | |||||||||||
| September 27, 2025 | September 28, 2024 | ||||||||||
| Risk-free interest rate (%) | 0.04 - 0.05 | 0.05 | |||||||||
| Expected term (years) | 0.50 | 0.50 | |||||||||
| Volatility (%) | 54.67 - 73.27 | 63.54 - 73.27 | |||||||||
| Expected dividends | — | — | |||||||||
The interest rate is based on the U.S. Treasury bond rate at the date of grant with a maturity approximately equal to the expected term. The expected term was based on terms of the offering period. The expected volatility for the Company’s common stock is based on an average of the historical volatility of a peer group of similar public companies. The assumed dividend yield is based upon the Company’s expectation of not paying dividends in the foreseeable future. The fair value of the Company’s common stock is the closing price of the stock on the date the offering period starts.
For the year ended September 27, 2025, 364,855 shares of common stock were issued to employees who participated in the plan with a weighted average purchase price of $17.00 per share for total cash proceeds of $6.2 million, net of taxes. For the year ended September 28, 2024, 230,548 shares of common stock were issued to employees who participated in the plan with a weighted average purchase price of $24.00 per share for total cash proceeds of $5.5 million, net of taxes.
Warrant Units
GreenBox Warrant
On July 23, 2023, in connection with the Commercial Agreement, the Company issued Sunlight the GreenBox Warrant to acquire up to an aggregate of 11,434,360 shares of the Company’s Class A Common Stock, subject to certain vesting conditions. The GreenBox Warrant had a grant date fair value of $19.90 per unit. The GreenBox Warrant may vest in connection with conditions defined by the terms of the GreenBox Warrant, as GreenBox makes additional expenditures to the Company in connection with the Framework Agreement. There are up to eight tranches based on increments of expenditures where approximately 1,429,295 additional shares may vest per tranche, subject to certain conditions defined by the terms of the GreenBox Warrant. Upon vesting, the shares may be acquired at an exercise price of $41.9719. The GreenBox Warrant contains customary anti-dilution, down-round, and change-in-control provisions. The right to purchase shares pursuant to the GreenBox Warrant expires 36 months following the end of the initial term of the Framework Agreement, which is July 23, 2027, or, if applicable, the extension term of the Framework Agreement, which is July 23, 2029. As of September 27, 2025, none of the GreenBox Warrant units had vested.
Non-cash share-based payment expense associated with the GreenBox Warrant is recognized as vesting conditions are achieved, based on the grant date fair value of the warrants. The fair value of the GreenBox Warrant was determined as of the grant date in accordance with ASC Topic 718, Compensation – Stock Compensation, using the Monte Carlo simulation model. The Monte Carlo simulation model utilizes multiple input variables that determine the probability of satisfying the vesting conditions stipulated in the warrant agreement in a large number of simulated scenarios. Additionally, the Black-Scholes pricing model was applied to determine the fair value of the GreenBox warrant after vesting. Key assumptions for the Monte Carlo simulation and Black-Scholes models include risk-free interest rate and historical stock price volatility of peer company shares. The Black-Scholes assumptions utilized in determining the grant date fair value of the GreenBox Warrant after vesting are included in the following table:
| Selected Assumption | |||||
| Strike price | $ | 41.972 | |||
| Volatility (a) | 48.0% | ||||
| Risk-free interest rate (b) | 4.44% | ||||
| Expected term (years) (c) | 3.00 | ||||
(a)The expected volatility is estimated based on the historical volatility of a select peer group of similar publicly traded companies for a term that is consistent with the expected term of the GreenBox Warrant.
(b)The risk-free interest rate is based on the U.S. Treasury constant maturity interest rate whose term is consistent with the expected term of the GreenBox Warrant.
(c)The expected term is based on the contractual term of the GreenBox Warrant.
Walmart Warrants
On April 30, 2021, in connection with its entry into a Subscription Agreement with Walmart, the Company issued Walmart warrants to acquire up to an aggregate of 714,022 shares of the Company’s Class A Units (the “Warrants”), subject to certain vesting conditions. Warrants equivalent to 6.5% of the Company’s outstanding and issuable Common Units, or 446,741 units, vested upon the signing of the Subscription Agreement, and had a grant date fair value of $60.44 per unit. Warrants equivalent to up to 3.5% of the Company’s outstanding and issuable Common Units, or 267,281 units, may vest in connection with conditions defined by the terms of the Warrant, as Walmart makes additional expenditures to the Company in connection with the Subscription Agreement, There are up to six tranches based on increments of additional expenditures where approximately 44,000 additional Warrants may vest per tranche. The Warrants had a grant date fair value of $60.44 per unit. Upon vesting, units may be acquired at an exercise price of $389.03. The warrant units contain customary anti-dilution, down-round, and change-in-control provisions. The right to purchase units in connection with the Warrant expires on April 30, 2031.
Non-cash share-based payment expense associated with the warrant units is recognized as vesting conditions are achieved, based on the grant date fair value of the warrants. The fair value of the warrant units was determined as of the grant date in accordance with ASC Topic 718 using the Black-Scholes pricing model. The Black-Scholes pricing model is based, in part, upon assumptions for which management is required to use judgment. The assumptions made for purposes of estimating fair value under the Black-Scholes pricing model for the Warrants were as follows:
| Selected Assumption | |||||
| Dividend yield | 0 | % | |||
| Volatility(a) | 43.0 | % | |||
| Risk-free interest rate(b) | 1.65 | % | |||
| Expected term (years)(c) | 10.00 | ||||
(a)The expected volatility is estimated based on the historical volatility of a select peer group of similar publicly traded companies for a term that is consistent with the expected term of the Warrants.
(b)The risk-free interest rate is based on the U.S. Treasury constant maturity interest rate whose term is consistent with the expected term of the Warrants.
(c)The expected term is based on the contractual term of the Warrants.
In December 2021, Walmart elected to gross exercise the 446,741 vested Warrant Units for $173.8 million. As a result of this gross exercise, 446,741 Class A Common Units of Legacy Warehouse were issued to Walmart, which represented a 6.5% ownership in the Company’s outstanding and issuable Common Units. On May 20, 2022, in connection with its entry into the 2nd A&R MAA, Walmart's remaining 267,281 Warrant Units vested in accordance with the terms referenced above. Upon vesting, Walmart elected to gross exercise the 267,281 vested Warrant Units for $104.0 million. As a result of this gross exercise, 267,281 Class A Common Units of Legacy Warehouse were issued to Walmart, which represented, together with the December 2021 gross exercise, a combined total of 10.0% ownership in the Company's then outstanding and issuable Common Units.
Also in connection with its entry into the 2nd A&R MAA with Walmart, the Company issued Walmart a new warrant to acquire up to an aggregate of 258,972 Legacy Warehouse Class A Units (“May 2022 Warrant”), subject to certain vesting conditions. The May 2022 Warrants had a grant date fair value of $224.45. In connection with the Closing, the May 2022 Warrant was converted into a new warrant to acquire up to an aggregate of 15,870,411 common units of Symbotic Holdings (“June 2022 Warrant” and, the common units of Symbotic Holdings issuable thereunder, the “Warrant Units”). The June 2022 Warrant vested in the second quarter of fiscal year 2023, as the installation commencement date for certain Systems which the Company is installing in Walmart's 42 regional distribution centers had occurred. In December 2023, Walmart elected to gross exercise the vested warrants for $158.7 million. As a result of this gross exercise, 15,870,411 shares of Class V-1 Common Stock were issued to Walmart.
Non-cash share-based payment expense associated with the June 2022 Warrant is recognized as vesting conditions are achieved, based on the grant date fair value of the warrants. The fair value of the June 2022 Warrant was determined as of the grant date in accordance with ASC Topic 718, Compensation – Stock Compensation, using the Black-Scholes pricing model. The Black-Scholes pricing model is based, in part, upon assumptions for which management is required to use judgment. The assumptions made for purposes of estimating fair value under the Black-Scholes pricing model for the June 2022 Warrant were as follows:
| Selected Assumption | |||||
| Dividend yield | 0% | ||||
| Volatility (a) | 40.0% | ||||
| Risk-free interest rate (b) | 2.80% | ||||
| Expected term (years) (c) | 5.00 | ||||
(a)The expected volatility is estimated based on the historical volatility of a select peer group of similar publicly traded companies for a term that is consistent with the expected term of the June 2022 Warrant.
(b)The risk-free interest rate is based on the U.S. Treasury constant maturity interest rate whose term is consistent with the expected term of the June 2022 Warrant.
(c)The expected term is based on the contractual term of the June 2022 Warrant.
The following table summarizes the Company’s stock warrant activity for the year ended September 27, 2025:
| Warrant Units | |||||
| Outstanding and unvested at September 30, 2023 | 11,434,360 | ||||
| Granted | — | ||||
| Vested | — | ||||
| Outstanding and unvested at September 28, 2024 | 11,434,360 | ||||
| Granted | — | ||||
| Vested | — | ||||
| Outstanding and unvested at September 27, 2025 | 11,434,360 | ||||
The amount of provision for warrants recorded as a reduction of transaction price during the twelve months ended September 27, 2025 was $227.5 million. As of September 27, 2025, the total warrant value related to the unvested GreenBox Warrants is $227.5 million and the remaining term of the agreement is 0.8 years.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Nov 24, 2025 | Showing above |
| 2024 | Dec 4, 2024 | |
| 2023 | Dec 11, 2023 | |
| 2022 | Dec 9, 2022 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.