Symbotic Inc-A美股招股说明书(2025-12-03版)

ClassA Common Stock We are offering 6,500,000shares of ClassA common stock, par value $0.0001 per share (“ClassA Common Stock”). The sellingsecurityholders identified in this prospectus supplement (the “Selling Securityholders”) are offering an aggregate of 3,500,000 shares of We will receive all of the net proceeds of the shares offered by us in the offering. We intend to use the proceeds of the offering forgeneral corporate purposes. We will not receive any proceeds from the offering of ClassA Common Stock by the SellingSecurityholders. Our ClassA Common Stock is listed on the Nasdaq Global Market (“NASDAQ”) under the symbol “SYM.” On December2,2025, the closing price of our ClassA Common Stock was $66.95. For the ClassA Common Stock offered by us and the Selling Securityholders: Public offering price (1)See the section titled “Underwriting” for additional information regarding the compensation payable to the underwriters. Delivery of the shares will be made on or about December, 2025. Investing in our securities involves risks that are described in the “Risk Factors” sectionbeginning on pageS-6 of thisprospectus supplementand page2 of the accompanying prospectus andany risk factors described in the documents we incorporate by reference. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. GoldmanSachs&Co.LLC Citigroup Table of Contents TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUSRISK FACTORSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS DESCRIPTION OF DEBT SECURITIES INFORMATION WE INCORPORATE BY REFERENCE Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT We provide information to you about this offering in two separate documents. The accompanying prospectus provides general information aboutus and the securities we and the Selling Securityholders may offer from time to time, some of which do not apply to this offering. This prospectussupplement provides additional information about us and describes the specific details regarding this offering and the securities offered hereby.Generally, when we refer to this prospectus, we are referring to both this prospectus supplement and the accompanying prospectus combined. To theextent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information contained in the As permitted under the rules of the SEC, this prospectus supplement incorporates important business information about Symbotic Inc. that iscontained in documents that we file with the SEC, but that are not included in or delivered with this prospectus supplement. All of the summaries arequalified in their entirety by the actual documents. You may obtain copies of these documents, without charge, from the web site maintained by the SECat www.sec.gov, as well as other sources. See “Where You Can Find More Information.” Before purchasing any securities, you should carefully read this You should rely only on the information contained or incorporated by reference in this prospectus supplement and any free writing prospectusprepared by or on behalf of us or to which we have referred you. Neither we, the Selling Securityholders nor the underwriters have authorized any otherperson to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We and theSelling Securityholders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you.You should assume that the information contained in this prospectus supplement or any free writing prospectus is accurate as of the date on its respective Neither we, the Selling Securityholders nor the underwriters are making offers to sell the securities described in this prospectus supplement in anyjurisdiction in which an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to Unless the context indicates otherwise, references in this prospectus supplement to the “Company,” “Symbotic,” “we,” “us,” “our” and similarterms refer to Symbotic Inc. and its consolidated subsidiaries. Table of Contents CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section27A of the Securities Act of 1933, as amended(the “Securities Act”), and Section21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements include, but are notlimited to, our expectations or predictions of future f