SEC closes Symbotic (NASDAQ: SYM) probe as company adds new director

Rhea-AI Filing Summary

Symbotic Inc. expanded its Board of Directors from eight to nine members and appointed Andrew Ross as a new director, effective August 26, 2025. Ross is President and Chief Operating Officer of Parker-Hannifin Corporation and brings extensive leadership experience from multiple senior roles since joining Parker-Hannifin in 1998. He will participate in Symbotic’s standard non-employee director compensation program and has entered into the company’s customary indemnification agreement.

The company also reported that on August 7, 2025, the SEC informed Symbotic it has concluded its previously disclosed investigation and does not intend to recommend an enforcement action. The investigation related to alleged violations of Rule 21F-17, the company’s 2024 revenue restatement for the year ended September 28, 2024, and certain other matters, and its closure removes this specific regulatory uncertainty.

Positive

• SEC concludes investigation with no enforcement action, resolving a previously disclosed matter involving alleged Rule 21F-17 issues and a 2024 revenue restatement.
• Board strengthened with appointment of Andrew Ross, an experienced industrial executive currently serving as President and COO of Parker-Hannifin.

Negative

• None.

Insights

Equity & Governance Analyst

New director strengthens governance as SEC closes an investigation without enforcement action.

Symbotic Inc. increased its board size from eight to nine and appointed Andrew Ross effective August 26, 2025. Ross serves as President and Chief Operating Officer of Parker-Hannifin, with prior leadership of major business groups, which suggests added operational and industrial expertise at the board level. He will be paid under the existing non-employee director compensation program and is covered by the company’s standard indemnification agreement.

On the regulatory side, the SEC notified the company on August 7, 2025 that it has concluded its previously disclosed investigation and does not intend to recommend an enforcement action. The matter concerned alleged violations of Rule 21F-17 and Symbotic’s 2024 revenue restatement. With no enforcement action recommended, this particular source of regulatory and reputational risk is resolved based on the information provided, which can be meaningful for investor confidence.

8-K Event Classification

2 items: 5.02, 8.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Understanding 8-K Material Events →

FALSE000183724000018372402025-08-262025-08-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 26, 2025

SYMBOTIC INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40175

98-1572401

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification Number)

200 Research Drive Wilmington, MA						01887
(Address of principal executive offices)						(Zip Code)

(978) 284-2800

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, par value $0.0001 per share

SYM

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

.

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 26, 2025, the Board of Directors (the “Board”) of Symbotic Inc. (the “Company”) approved an increase in the size of the Board from eight to nine members, effective August 26, 2025, and appointed Andrew Ross to the Board, effective August 26, 2025.

Mr. Ross, 58, has served as President of Parker-Hannifin Corporation, a global leader in motion and control technologies, since January 2024 and has served as Parker-Hannifin’s Chief Operating Officer since January 2023. Prior to serving in his current roles, Mr. Ross, who joined Parker-Hannifin in 1998, was Vice President and President of Parker-Hannifin’s Fluid Connectors Group from September 2015 to December 2022 and was Vice President and President of Parker-Hannifin’s Engineered Materials Group from July 2012 to September 2015. Mr. Ross received a Bachelor of Science in Business Administration from the University of Saint Francis, an Executive MBA from Case Western Reserve University, and a Master of Arts in Applied Communications from the University of Michigan.

Mr. Ross will be compensated for his service as a director pursuant to the Company’s non-employee director compensation program that entitles our non-employee directors to a cash retainer for service on the Board and for service on each committee on which the director is a member. A description of the Company’s non-employee director compensation arrangements can be found in the section titled “Director Compensation” in the Company’s definitive proxy statement for its 2025 annual meeting of stockholders filed with the Securities and Exchange Commission (“SEC”) on January 17, 2025 and incorporated herein by reference. Mr. Ross has also entered into an indemnification agreement with the Company, the form of which is attached as Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 28, 2024 filed with the SEC on December 4, 2024 and is incorporated by reference herein.

Item 8.01Other Events.

On August 7, 2025, the SEC informed the Company that it has concluded its previously disclosed investigation of the Company and does not intend to recommend an enforcement action in this matter, which related to alleged violations by the Company of Rule 21F-17 and the Company’s 2024 restatement of revenues for the year ended September 28, 2024 and certain other matters.

SIGNATURE

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

Date: August 27, 2025

Symbotic Inc.
By:						/s/ Izilda Martins
Name:						Izilda Martins
Title:						Chief Financial Officer and Treasurer

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FAQ

What did the SEC decide regarding Symbotic (SYM)?

On August 7, 2025, the SEC informed Symbotic Inc. that it has concluded its previously disclosed investigation and does not intend to recommend an enforcement action in this matter.

What was the SEC investigation into Symbotic (SYM) about?

The completed SEC investigation related to alleged violations of Rule 21F-17, Symbotic’s 2024 restatement of revenues for the year ended September 28, 2024, and certain other matters.

Who is the new director appointed to Symbotic’s board?

Symbotic appointed Andrew Ross to its Board of Directors, effective August 26, 2025. He is President and Chief Operating Officer of Parker-Hannifin Corporation and has held multiple senior leadership roles there since 1998.

Did Symbotic (SYM) change the size of its Board of Directors?

Yes. On August 26, 2025, Symbotic’s Board approved an increase in its size from eight to nine members and simultaneously appointed Andrew Ross to fill the new seat.

How will Andrew Ross be compensated as a Symbotic director?

Andrew Ross will be compensated under Symbotic’s non-employee director compensation program, which provides cash retainers for Board and committee service, as described in the company’s 2025 proxy statement.

Does Andrew Ross have an indemnification agreement with Symbotic?

Yes. Andrew Ross entered into Symbotic’s standard indemnification agreement, using the form filed as Exhibit 10.4 to the company’s Form 10-K for the fiscal year ended September 28, 2024.