Symbotic secures roughly $6B Walmart commitment

Existing program agreements remain in force except where expressly amended, modified or superseded by the new agreement.

Rhea-AI Filing Summary

Symbotic Inc. and Symbotic LLC entered an Enterprise Master Automation Agreement with Walmart, which made an initial aggregate additional spend commitment of approximately $6 billion over a number of years across multiple locations for systems and development programs. The commitment includes $125 million for research and development of next-generation racking and related picking, process-flow and inventory-management capabilities. Symbotic expects the commitment could increase future backlog by up to $6.92 billion.

The Initial Commitment may not be reduced without mutual written consent, subject to termination rights. The companies announced expanded automation across 25 U.S. regional distribution centers. Walmart may confidentially recommend one individual for board nomination while owning more than 5% of Symbotic’s fully diluted equity and not being in material breach. In any given year, Walmart may designate two non-voting board observers if it represents more than 50% of Symbotic’s and its affiliates’ consolidated revenue in a trailing period of four consecutive Walmart fiscal quarters, subject to exceptions and no material breach. Either party may terminate for specified insolvency events or uncured material breach; Walmart also has specified change-of-control termination rights.

Filing Explained

The entered agreement adds per-system fees beyond Walmart’s initial commitment and specifies a calculation for amounts due if purchases fall short.

Under the agreement, Walmart will pay fees for each system it purchases, in addition to the initial commitment; these cover licenses and support, operations and maintenance, additional support services, spare parts, and related expenses.

The agreement also specifies a calculation for amounts due to Symbotic if Walmart purchases fewer systems than committed.

It restricts Symbotic’s ability to sell or license its products and services to a specified company, its subsidiaries, affiliates, or dedicated service providers.

8-K Event Classification

3 items: 1.01, 7.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Initial additional spend commitment: approximately $6 billion Development program funding: $125 million Potential future backlog increase: up to $6.92 billion +4 more

7 metrics

Initial additional spend commitment approximately $6 billion Over a number of years across multiple locations

Development program funding $125 million Research and development of next-generation racking and related capabilities

Potential future backlog increase up to $6.92 billion Symbotic’s expectation under the Initial Commitment

U.S. regional distribution centers 25 centers Announced expansion of automation capabilities

Walmart ownership threshold more than 5% Condition for the board recommendation right

Walmart consolidated revenue threshold more than 50% Condition for the observer right, measured over a trailing period of four consecutive Walmart fiscal quarters

Observer appointments two non-voting observers Walmart may designate them in any given year when the applicable conditions are met

Key Terms

Initial Commitment, market program addenda, development program addendum, Recommendation Right, +1 more

5 terms

Initial Commitment financial

"the “Initial Commitment”"

market program addenda technical

"entered into market program addenda"

development program addendum technical

"entered into a development program addendum"

Recommendation Right regulatory

"the “Recommendation Right”"

Observer Right regulatory

"the “Observer Right”"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much is Walmart’s new commitment to SYM?

Walmart made an initial aggregate additional spend commitment of approximately $6 billion over a number of years across multiple locations for Symbotic systems and development programs. The commitment includes $125 million for research and development of next-generation racking and related capabilities.

How much could the SYM agreement add to future backlog?

Symbotic expects the initial commitment could increase future backlog by up to $6.92 billion. The initial commitment covers Walmart’s purchases of Symbotic systems and funding for development programs.

How many distribution centers are included in the SYM-Walmart expansion?

Symbotic and Walmart announced expanded automation capabilities across 25 U.S. regional distribution centers. The agreement also permits additional market program addenda for system purchases and development program addenda during its term.

What board rights does Walmart have under the SYM agreement?

While Walmart owns more than 5% of Symbotic’s fully diluted equity and is not in material breach, it may confidentially recommend one individual at a time for board nomination, subject to independence requirements. In any given year, it may designate two non-voting observers if it represents more than 50% of Symbotic’s and its affiliates’ consolidated revenue in a trailing period of four consecutive Walmart fiscal quarters, subject to exceptions and no material breach.

When can the SYM-Walmart commercial agreement be terminated?

Either party may terminate the agreement for specified insolvency events of the other party or an uncured material breach. Walmart may also terminate the agreement following certain Symbotic change-of-control transactions, or an applicable market program addendum following certain change-of-control transactions involving the Symbotic affiliate party to that addendum.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/29/2026 - 04:31 PM EDT Accepted by SEC EDGAR 10/29/2026 - 04:30 PM EDT Learn about SEC filing dates

false 0001837240 0001837240 2026-10-29 2026-10-29

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): October 29, 2026

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

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 1.01 Entry into a Material Definitive Agreement

Commercial Agreement

On October 29, 2026, Symbotic Inc., a Delaware corporation (“Symbotic”), Symbotic LLC, a Delaware limited liability company (“Symbotic LLC”), and Walmart Inc., a Delaware corporation (“Walmart”), entered into an Enterprise Master Automation Agreement (the “Commercial Agreement”), which establishes a framework to govern the automation systems and technology developed by or on behalf of Symbotic and provided to Walmart and its affiliates on a global basis.

Pursuant to the terms and conditions of the Commercial Agreement, Walmart has made a new commitment to purchase Symbotic systems and to fund certain development programs representing an initial aggregate additional spend of approximately $6,000,000,000 (the “Initial Commitment”) over a number of years across multiple locations. The Initial Commitment may not be reduced without the mutual written consent of Walmart and Symbotic (subject to each party’s termination rights as described below), and additional commitments may be made in accordance with the terms of the Commercial Agreement in the future.

Concurrently with the entry into the Commercial Agreement and pursuant to its terms, Symbotic, certain of its affiliates, and affiliates of Walmart entered into market program addenda (each, an “MPA”) governing Walmart’s commitment to purchase Symbotic’s proprietary automated material handling systems for ambient areas of distribution or fulfillment centers in the United States and select international markets in the Americas. Each such MPA is substantially in the form attached as an exhibit to the Commercial Agreement. In addition, and pursuant to the terms of the Commercial Agreement, Symbotic LLC and Walmart also entered into a development program addendum (a “DPA”) pursuant to which Walmart committed $125,000,000 to fund the research and development of next-generation racking technology and related picking, process flow and inventory management capabilities. The obligations of Walmart and its affiliates under each of the foregoing MPAs and the DPA collectively constitute the Initial Commitment.

In addition to the Initial Commitment, for each Symbotic system purchased pursuant to an MPA, Walmart or its applicable affiliate(s) will pay Symbotic fees for: licenses and system support; operations and maintenance of the applicable Symbotic system; additional agreed upon system support services; spare parts; and other related expenses. Symbotic expects that the Initial Commitment could increase Symbotic’s future backlog by an amount up to $6,920,000,000.

The Commercial Agreement also permits entry into additional MPAs for the purchase of additional Symbotic systems and/or DPAs for the pursuit of additional development programs at any time during the term of the Commercial Agreement.

Certain existing agreements between Symbotic and its affiliates, on the one hand, and Walmart and its affiliates, on the other hand, include the Second Amended and Restated Master Automation Agreement, dated May 23, 2022, and the Master Automation Agreement, dated January 27, 2025 (collectively, the “Existing Program Agreements”). Except to the extent expressly amended, modified, or superseded by the Commercial Agreement, the Existing Program Agreements remain in full force and effect in accordance with their respective terms. The Initial Commitment is in addition to the purchase commitments under the Existing Program Agreements and continue separate from the Commercial Agreement.

Pursuant to the terms and conditions of the Commercial Agreement and for so long as Walmart continues to own greater than 5% of the fully diluted equity interests of Symbotic and is not in material breach of the Commercial Agreement, Walmart will have the right to confidentially recommend to the nominating and corporate governance committee of Symbotic’s board of directors (the “Board”), or the chairperson of the Board, one individual at any given time for nomination to the Board (the “Recommendation Right”). The individual recommended by Walmart must qualify as an “independent director” under the applicable stock exchange listing standards and under Rule 10A-3 of the Exchange Act (as defined below) and must also satisfy certain other independence criteria and requirements set forth in the Commercial Agreement. Additionally, in any given year and for so long as (i) Walmart represents more

than 50% of Symbotic’s (and its affiliates) consolidated revenue in any trailing period of four consecutive Walmart fiscal quarters and (ii) is not in material breach of the Commercial Agreement, Walmart will, subject to certain exceptions and limitations, have the right to designate two non-voting observers to attend meetings of the Board and its committees (the “Observer Right”). The Recommendation Right and the Observer Right granted to Walmart pursuant to the Commercial Agreement are Walmart’s sole rights with respect to nominations and observers, and supersede any similar rights granted to Walmart pursuant to any Existing Program Agreements. The Commercial Agreement also imposes certain restrictions on Symbotic’s ability to sell or license its products and services to a specified company or its subsidiaries, affiliates or dedicated service providers.

The Commercial Agreement will remain in effect unless terminated in accordance with its terms. Either party may terminate the Commercial Agreement in the event of certain insolvency events of the other party or a material breach of the other party that has not been cured. Walmart may also terminate (i) the Commercial Agreement if Symbotic undergoes certain change of control transactions or (ii) the applicable MPA if the Symbotic affiliate party to such MPA undergoes certain change of control transactions. The Commercial Agreement also specifies a calculation for amounts due to Symbotic if Walmart purchases less than the number of Symbotic systems it has committed to purchase.

The foregoing summary description of the Commercial Agreement does not purport to be complete and is qualified in its entirety by reference to the copy of the Commercial Agreement that is filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On October 29, 2026, Symbotic issued a press release announcing the Commercial Agreement described above. A copy of the press release is attached hereto as Exhibit 99.1. Such exhibit and the information set forth therein shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, Symbotic’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning Symbotic’s possible or assumed future actions, business strategies, events, backlog, or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,” or “intends” or similar expressions. Such forward-looking statements involve risks and uncertainties that may cause actual events, results or performance to differ materially from those indicated by such statements. Certain of these risks are identified and discussed in Symbotic’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein. These risk factors will be important to consider in determining future results and should be reviewed in their entirety. These forward-looking statements are expressed in good faith, and Symbotic believes there is a reasonable basis for them. However, there can be no assurance that the events, results or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statements speak only as of the date they are made and are based on the beliefs, estimates, expectations and opinions of management on that date. Symbotic is not under any obligation, and expressly disclaims any obligation, to update, alter or otherwise revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Readers should carefully review the statements set forth in the reports which Symbotic has filed or will file from time to time with the SEC.

In addition to factors previously disclosed in Symbotic’s filings with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: failure to realize the benefits expected from the Commercial Agreement described herein; delays or failures in (i) satisfying applicable market entry requirements, or (ii) commencing or

expanding operations and services, in each case with respect to any jurisdiction covered by an MPA entered into as of the date hereof or entered into at any time in the future; the occurrence of any event, change or other circumstance that could give rise to the termination of the Commercial Agreement (in whole or in part) or any Ancillary EMAA Agreement; the effect of the Commercial Agreement on Symbotic’s business relationships, performance, and business generally; and other consequences associated with entering into additional geographic markets and legislative and regulatory actions and reforms.

This communication is not intended to be all-inclusive or to contain all the information that a person may desire in considering an investment in Symbotic and is not intended to form the basis of an investment decision in Symbotic. All subsequent written and oral forward-looking statements concerning Symbotic, the Commercial Agreement or other matters and attributable to Symbotic or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.

Item 9.01 Financial Statement and Exhibits.

Exhibit		Description
10.1*++		Enterprise Master Automation Agreement, by and among Walmart Inc., Symbotic Inc. and Symbotic LLC, dated as of October 29, 2026.
99.1		Press Release, dated October 29, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Item 1.01 of Form 8-K and Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

++ Certain confidential information contained in this document, marked by brackets and asterisks, has been omitted pursuant to Item 1.01 of Form 8-K and Item 601(b)(10)(iv) of Regulation S-K, because Symbotic customarily and actually treats such information as private or confidential and the omitted information is not material.

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: October 29, 2026

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

Exhibit 99.1

Walmart and Symbotic Expand Commercial Agreement to Support Supply Chain Transformation

Building on more than a decade of collaboration, the companies will expand Symbotic automation across 25 U.S. regional distribution centers, while supporting opportunities across Walmart’s global supply chain

WILMINGTON, Mass. (October 29, 2026) – Symbotic Inc. (Nasdaq: SYM), a leader in A.I.-enabled robotics technology for the supply chain, and Walmart Inc. (Nasdaq: WMT) today announced an expanded commercial agreement to bring further automation capabilities to 25 U.S. regional distribution centers, while supporting additional opportunities across Walmart’s global supply chain network.

Symbotic continues to invest in innovations that use AI to improve supply chain performance. Under the expanded agreement, Symbotic will bring additional capabilities to Walmart’s U.S. distribution network. This agreement also supports the continued growth of Walmart’s supply chain capabilities globally, helping deliver greater value for customers in markets around the world. The agreement includes an initial commitment of approximately $6 billion in spend, covering work over several years across multiple locations.

“Our partnership with Walmart started with a single product over a decade ago, and now we offer a full end-to-end solution to help power Walmart’s growth across its supply chain for years to come,” said Rick Cohen, Chairman and CEO of Symbotic. “This expanded agreement reflects the strength of that collaboration – a partnership defined by trust and shared ambition.”

Symbotic’s integrated solution has been developed through relentless innovation, and today includes a BreakPack each-picking solution and the SymMicro micro-fulfillment solution for e-commerce. All Symbotic solutions are underpinned by its proprietary software, which harnesses AI to orchestrate and optimize the movement of millions of cases, every day.

“At Walmart, we’re focused on bringing more items to more customers and members, faster than ever. Our investments in the physical and digital supply chain help us serve them however they choose to shop, whether in stores, at the curbside or at home,” said Rob Montgomery, Executive Vice President for Walmart U.S. Supply Chain Operations. “Our work with Symbotic over the years, including this expanded agreement, helps us improve service, grow capacity, simplify work for our associates and lower costs.”

Through its expanded work with Symbotic, Walmart plans to bring additional automation capabilities to its regional distribution center network, supporting e-commerce upstream inventory management, increasing storage capacity and improving how products move through the supply chain. These capabilities will help Walmart offer customers a broader assortment, improve speed and provide more reliable replenishment across its network.

ABOUT SYMBOTIC

Symbotic is an automation technology leader reimagining the supply chain with its end-to-end, A.I.-powered robotic and software platform. Symbotic reinvents the warehouse as a strategic asset for the world’s largest retail, wholesale, food & beverage, and medical supply distribution companies. Applying next-generation technology, high-density storage, and machine learning to

solve today’s complex distribution challenges, Symbotic enables companies to move goods with unmatched speed, agility, accuracy, and efficiency. As the backbone of commerce, Symbotic transforms the flow of goods and the economics of the supply chain for its customers. For more information, visit symbotic.com.

FORWARD-LOOKING STATEMENTS

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, our expectations or predictions of future financial or business performance or conditions. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning our possible or assumed future actions, business strategies, events, backlog, or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,” or “intends” or similar expressions. Such forward-looking statements involve risks and uncertainties that may cause actual events, results or performance to differ materially from those indicated by such statements. Certain of these risks are identified and discussed in Symbotic’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein. These risk factors will be important to consider in determining future results and should be reviewed in their entirety. These forward-looking statements are expressed in good faith, and Symbotic believes there is a reasonable basis for them. However, there can be no assurance that the events, results or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statements speak only as of the date they are made and are based on the beliefs, estimates, expectations and opinions of management on that date. Symbotic is not under any obligation, and expressly disclaims any obligation, to update, alter or otherwise revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Readers should carefully review the statements set forth in the reports, which Symbotic has filed or will file from time to time with the SEC.

In addition to factors previously disclosed in Symbotic’s filings with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: failure to realize the benefits expected from the commercial agreement described herein; delays or failures in (i) expanding services in existing jurisdictions or (ii) entering into additional geographic markets; the occurrence of any event, change or other circumstance that could give rise to the termination of the commercial agreement (in whole or in part) or any other agreement contemplated thereby; the effect of the commercial agreement on Symbotic’s business relationships, performance, and business generally; and other consequences associated with entering into additional geographic markets and legislative and regulatory actions and reforms.

This communication is not intended to be all-inclusive or to contain all the information that a person may desire in considering an investment in Symbotic and is not intended to form the basis of an investment decision in Symbotic. All subsequent written and oral forward-looking statements concerning Symbotic, the commercial agreement or other matters and attributable to Symbotic or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.

CONTACTS

For Symbotic:

Matt Buckley

Vice President, Communications

mediainquiry@symbotic.com

Charlie Anderson

Vice President, Investor Relations & Corporate Development

ir@symbotic.com

For Walmart:

Walmart.com/Reporter

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 11.2 KB

Agreements & Contracts

• EX-10.1 EX-10.1 710.1 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB