Officer Cohen Richard B gifted 1,000,000 units of Class V-1 Common Stock and acquired 1,000,000 units of Class V-1 Common Stock (SEC Form 4)
$SYM
Industrial Machinery/Components
Industrials
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Symbotic Inc. [ SYM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/11/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class V-1 Common Stock(1)(2) | 12/11/2025 | J(3) | 1,000,000 | A | $0 | 1,520,835 | I | By Spouse(4) | ||
| Class V-1 Common Stock(1)(2) | 12/11/2025 | G(5) | 1,000,000 | D | $0(5) | 520,835 | I | By Spouse(4) | ||
| Class V-1 Common Stock(1)(2) | 2,215,990 | I | By RJJRP Holdings, Inc.(6) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Symbotic Holdings Units(1)(2) | (1)(2) | 12/11/2025 | J(3) | 1,000,000 | (1)(2) | (1)(2) | Class A Common Stock | 1,000,000 | $0 | 166,940,810 | I | By Spouse(7) | |||
| Symbotic Holdings Units(1)(2) | (1)(2) | 12/11/2025 | G(5) | 1,000,000 | (1)(2) | (1)(2) | Class A Common Stock | 1,000,000 | $0 | 165,940,810 | I | By Spouse(7) | |||
| Symbotic Holdings Units(1)(2) | (1)(2) | (1)(2) | (1)(2) | Class A Common Stock | 43,765,590 | 43,765,590 | I | By RJJRP Holdings, Inc.(8) | |||||||
| Symbotic Holdings Units(1)(2) | (1)(2) | (1)(2) | (1)(2) | Class A Common Stock | 1,681,133 | 1,681,133 | I | By the Richard B. Cohen Revocable Trust(9) | |||||||
| Explanation of Responses: |
| 1. The term "Symbotic Holdings Units" is used herein to represent limited liability company units of Symbotic Holdings and an equal number of paired shares of Class V-1 Common Stock or Class V-3 Common Stock of the Issuer, which, pursuant to the limited liability company agreement of Symbotic Holdings, are together redeemable by the holder on a one-for-one basis for a share of Class A Common Stock of the Issuer, subject to conversion rate adjustments for stock splits, stock dividends, reclassification and other similar transactions, and in accordance with other terms and conditions set forth in Symbotic Holdings' Second Amended and Restated Limited Liability Company Agreement, dated as of June 7, 2022. Upon redemption, the Issuer will cancel the Symbotic Holdings Units and cancel and retire for no consideration the redeemed shares of Class V-1 Common Stock or Class V-3 Common Stock, as applicable. |
| 2. Shares of Class V-1 Common Stock of the Issuer have no economic rights and each share of Class V-1 Common Stock entitles its holder to 1 vote per share. Shares of Class V-3 Common Stock of the Issuer have no economic rights and each share of Class V-3 Common Stock entitles its holder to 3 votes per share. |
| 3. On December 11, 2025, the Reporting Person's spouse received a distribution (the "Trust Distribution") of 1,000,000 shares of Class V-1 common stock and an equal number of paired Symbotic Holdings Units from The RBC Millennium GST Non-Exempt Trust, of which the Reporting Person's spouse is a beneficiary. |
| 4. In addition to the Trust Distribution, the Reporting Person may be considered to have an indirect pecuniary interest in 520,835 shares of Class V-1 Common Stock held by The Tulia Mill Trust, in which Mr. Cohen's spouse acts as trustee and to which members of Mr. Cohen's immediate family have a pecuniary interest. The Reporting Person does not have voting or investment control over such securities and disclaims beneficial ownership of such securities except to the extent that Mr. Cohen may be considered to have an indirect pecuniary interest therein. This report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the such securities for purposes of Section 16 or for any other purpose. |
| 5. Represents a bona fide gift to a charitable donor-advised fund. Price is not applicable to acquisitions or dispositions resulting from bona fide gifts. |
| 6. The Reporting Person may be considered the beneficial owner of shares of Class V-1 Common Stock and Symbotic Holdings Units held of record by RJJRP Holdings, Inc., of which Richard B. Cohen is a shareholder and the President and Chief Executive Officer. |
| 7. In addition to the Trust Distribution, the Reporting Person may be considered to have an additional indirect pecuniary interest in 165,940,810 of Symbotic Holdings Units (including the equivalent number of paired shares of Class V-1 or Class V-3 Common Stock) held by The RBC Millennium Trust and The Tulia Mill Trust in which Mr. Cohen's spouse acts as trustee and to which members of Mr. Cohen's immediate family have a pecuniary interest. Richard B. Cohen does not have voting or investment control over the Spousal Shares and disclaims beneficial ownership of the Spousal Shares except to the extent that Mr. Cohen may be considered to have an indirect pecuniary interest therein. This report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the Spousal Shares for purposes of Section 16 or for any other purpose. |
| 8. The Reporting Person may be considered the beneficial owner of shares of Symbotic Holdings Units (including the equivalent number of paired shares of Class V-1 and Class V-3 Common Stock) held of record by RJJRP Holdings, Inc., of which Richard B. Cohen is a shareholder and the President and Chief Executive Officer. |
| 9. The Reporting Person may be considered the beneficial owner of shares of Symbotic Holdings Units (including the equivalent number of paired shares of Class V-3 Common Stock) held of record by the Richard B. Cohen Revocable Trust, of which Mr. Cohen is trustee and the sole beneficiary. |
| Remarks: |
| Reporting Person is Board Chair, President and Chief Executive Officer |
| /s/ Corey Dufresne, Attorney-in-Fact for Richard B. Cohen | 12/12/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||