SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)*


Symbotic Inc.
(Name of Issuer)


Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)


87151X101
(CUSIP Number)


Stephen Lam
69 Grosvenor St.,
Mayfair, London, X0, W1K 3JP
44 0207 629 0431
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
12/04/2025
(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




SCHEDULE 13D/A
CUSIP No.
87151X101


1 Name of reporting person

SoftBank Group Corp.
2 Check the appropriate box if a member of a Group (See Instructions)

☐  (a)
☐  (b)
3SEC use only
4 Source of funds (See Instructions)

OO
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐
6 Citizenship or place of organization

JAPAN
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 0.00
8 Shared Voting Power: 45,415,312.00
9 Sole Dispositive Power: 0.00
10 Shared Dispositive Power: 45,415,312.00
11 Aggregate amount beneficially owned by each reporting person

45,415,312.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

☐
13 Percent of class represented by amount in Row (11)

37.7 %
14 Type of Reporting Person (See Instructions)

CO



SCHEDULE 13D/A
CUSIP No.
87151X101


1 Name of reporting person

SB Investment Advisers (US) Inc.
2 Check the appropriate box if a member of a Group (See Instructions)

☐  (a)
☐  (b)
3SEC use only
4 Source of funds (See Instructions)

OO
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐
6 Citizenship or place of organization

DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 0.00
8 Shared Voting Power: 5,590,000.00
9 Sole Dispositive Power: 0.00
10 Shared Dispositive Power: 5,590,000.00
11 Aggregate amount beneficially owned by each reporting person

5,590,000.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

☐
13 Percent of class represented by amount in Row (11)

4.6 %
14 Type of Reporting Person (See Instructions)

CO



SCHEDULE 13D/A
CUSIP No.
87151X101


1 Name of reporting person

SVF Sponsor III (DE) LLC
2 Check the appropriate box if a member of a Group (See Instructions)

☐  (a)
☐  (b)
3SEC use only
4 Source of funds (See Instructions)

OO
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐
6 Citizenship or place of organization

DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 0.00
8 Shared Voting Power: 5,590,000.00
9 Sole Dispositive Power: 0.00
10 Shared Dispositive Power: 5,590,000.00
11 Aggregate amount beneficially owned by each reporting person

5,590,000.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

☐
13 Percent of class represented by amount in Row (11)

4.6 %
14 Type of Reporting Person (See Instructions)

OO



SCHEDULE 13D/A
CUSIP No.
87151X101


1 Name of reporting person

SB Global Advisers Limited
2 Check the appropriate box if a member of a Group (See Instructions)

☐  (a)
☐  (b)
3SEC use only
4 Source of funds (See Instructions)

OO
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐
6 Citizenship or place of organization

UNITED KINGDOM
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 0.00
8 Shared Voting Power: 20,000,000.00
9 Sole Dispositive Power: 0.00
10 Shared Dispositive Power: 20,000,000.00
11 Aggregate amount beneficially owned by each reporting person

20,000,000.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

☐
13 Percent of class represented by amount in Row (11)

16.6 %
14 Type of Reporting Person (See Instructions)

CO



SCHEDULE 13D/A
CUSIP No.
87151X101


1 Name of reporting person

SoftBank Vision Fund II-2 L.P.
2 Check the appropriate box if a member of a Group (See Instructions)

☐  (a)
☐  (b)
3SEC use only
4 Source of funds (See Instructions)

OO
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐
6 Citizenship or place of organization

JERSEY
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 0.00
8 Shared Voting Power: 20,000,000.00
9 Sole Dispositive Power: 0.00
10 Shared Dispositive Power: 20,000,000.00
11 Aggregate amount beneficially owned by each reporting person

20,000,000.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

☐
13 Percent of class represented by amount in Row (11)

16.6 %
14 Type of Reporting Person (See Instructions)

PN



SCHEDULE 13D/A
CUSIP No.
87151X101


1 Name of reporting person

SVF II Aggregator (Jersey) L.P.
2 Check the appropriate box if a member of a Group (See Instructions)

☐  (a)
☐  (b)
3SEC use only
4 Source of funds (See Instructions)

OO
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐
6 Citizenship or place of organization

JERSEY
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 0.00
8 Shared Voting Power: 20,000,000.00
9 Sole Dispositive Power: 0.00
10 Shared Dispositive Power: 20,000,000.00
11 Aggregate amount beneficially owned by each reporting person

20,000,000.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

☐
13 Percent of class represented by amount in Row (11)

16.6 %
14 Type of Reporting Person (See Instructions)

PN



SCHEDULE 13D/A
CUSIP No.
87151X101


1 Name of reporting person

SVF II Holdings (DE) LLC
2 Check the appropriate box if a member of a Group (See Instructions)

☐  (a)
☐  (b)
3SEC use only
4 Source of funds (See Instructions)

OO
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐
6 Citizenship or place of organization

DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 0.00
8 Shared Voting Power: 20,000,000.00
9 Sole Dispositive Power: 0.00
10 Shared Dispositive Power: 20,000,000.00
11 Aggregate amount beneficially owned by each reporting person

20,000,000.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

☐
13 Percent of class represented by amount in Row (11)

16.6 %
14 Type of Reporting Person (See Instructions)

OO



SCHEDULE 13D/A
CUSIP No.
87151X101


1 Name of reporting person

SVF II SPAC Investment 3 (DE) LLC
2 Check the appropriate box if a member of a Group (See Instructions)

☐  (a)
☐  (b)
3SEC use only
4 Source of funds (See Instructions)

OO
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐
6 Citizenship or place of organization

DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 0.00
8 Shared Voting Power: 20,000,000.00
9 Sole Dispositive Power: 0.00
10 Shared Dispositive Power: 20,000,000.00
11 Aggregate amount beneficially owned by each reporting person

20,000,000.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

☐
13 Percent of class represented by amount in Row (11)

16.6 %
14 Type of Reporting Person (See Instructions)

OO



SCHEDULE 13D/A
CUSIP No.
87151X101


1 Name of reporting person

Silver Brick Management PTE. LTD.
2 Check the appropriate box if a member of a Group (See Instructions)

☐  (a)
☐  (b)
3SEC use only
4 Source of funds (See Instructions)

OO
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐
6 Citizenship or place of organization

SINGAPORE
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 0.00
8 Shared Voting Power: 2,000,000.00
9 Sole Dispositive Power: 0.00
10 Shared Dispositive Power: 2,000,000.00
11 Aggregate amount beneficially owned by each reporting person

2,000,000.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

☐
13 Percent of class represented by amount in Row (11)

1.7 %
14 Type of Reporting Person (See Instructions)

CO



SCHEDULE 13D/A
CUSIP No.
87151X101


1 Name of reporting person

SB Northstar LP
2 Check the appropriate box if a member of a Group (See Instructions)

☐  (a)
☐  (b)
3SEC use only
4 Source of funds (See Instructions)

OO
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐
6 Citizenship or place of organization

CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 0.00
8 Shared Voting Power: 2,000,000.00
9 Sole Dispositive Power: 0.00
10 Shared Dispositive Power: 2,000,000.00
11 Aggregate amount beneficially owned by each reporting person

2,000,000.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

☐
13 Percent of class represented by amount in Row (11)

1.7 %
14 Type of Reporting Person (See Instructions)

PN



SCHEDULE 13D/A
CUSIP No.
87151X101


1 Name of reporting person

SVF II Strategic Investments AIV LLC
2 Check the appropriate box if a member of a Group (See Instructions)

☐  (a)
☐  (b)
3SEC use only
4 Source of funds (See Instructions)

OO
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐
6 Citizenship or place of organization

DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 0.00
8 Shared Voting Power: 17,825,312.00
9 Sole Dispositive Power: 0.00
10 Shared Dispositive Power: 17,825,312.00
11 Aggregate amount beneficially owned by each reporting person

17,825,312.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

☐
13 Percent of class represented by amount in Row (11)

14.8 %
14 Type of Reporting Person (See Instructions)

OO




SCHEDULE 13D/A

Item 1.Security and Issuer
(a) Title of Class of Securities:

Class A Common Stock, par value $0.0001 per share
(b) Name of Issuer:

Symbotic Inc.
(c) Address of Issuer's Principal Executive Offices:

200 Research Drive, Wilmington, MASSACHUSETTS , 01887.
Item 1 Comment: EXPLANATORY NOTE This Amendment No. 3 ("Amendment No. 3") amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the "SEC") on June 17, 2022 (as amended to date, the "Schedule 13D"), relating to the shares of Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), of Symbotic Inc., a Delaware corporation (the "Issuer"). Capitalized terms used herein without definition shall have the meanings set forth in the Schedule 13D.
Item 2.Identity and Background
(a)
The Schedule 13D is being filed by the following entities (each a "Reporting Person" and collectively, the "Reporting Persons"): SoftBank Group Corp. ("SoftBank") SB Investment Advisers (US) Inc. ("SBIA US") SVF Sponsor III (DE) LLC SB Global Advisers Limited ("SBGA") SoftBank Vision Fund II-2 L.P. SVF II Aggregator (Jersey) L.P. SVF II Holdings (DE) LLC SVF II SPAC Investment 3 (DE) LLC Silver Brick Management PTE. LTD. SB Northstar LP SVF II Strategic Investments AIV LLC The directors of SBGA and SB Investment Advisers (US) Inc. and the directors and executive officers of SoftBank are set forth in Schedule A to this Amendment No. 3 (collectively, the "Related Persons").
(b)
The business address of SoftBank is 1-7-1, Kaigan, Minato-ku Tokyo 105-7537 Japan. The business address of SBGA is 69 Grosvenor Street, Mayfair, London W1K 3JP, England, United Kingdom. The business address of each of SBIA US, SVF Sponsor III (DE) LLC, SVF II Holdings (DE) LLC and SVF II SPAC Investment 3 (DE) LLC is 1521 Concord Pike, Wilmington, DE 19803. The business address of SVF II Strategic Investments AIV LLC is 300 El Camino Real, Menlo Park, CA 94025. The business address of each of SVF II Aggregator (Jersey) L.P. and SoftBank Vision Fund II-2 L.P. is c/o Gen II (Jersey) Limited, 47 Esplanade, St. Helier, Jersey, JE1 0BD. The business address of Silver Brick Management PTE. LTD. is 138 Market Street #27-01A Capitagreen, Singapore 048926. The business address of SB Northstar LP is c/o Walkers, 190 Elgin Avenue, George Town, Grand Cayman, KY1-9008. The business address of each of the Related Persons is set forth in Schedule A to this Amendment No. 3.
(c)
Each of the Reporting Persons is principally engaged in the business of investments in securities. The principal occupation of each of the Related Persons is set forth in Schedule A to this Amendment No. 3.
(d)
During the last five years, none of the Reporting Persons or Related Persons have been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)
During the last five years, none of the Reporting Persons or Related Persons were a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)
SoftBank is organized under the laws of Japan. SBGA is organized under the laws of England and Wales. Each of SBIA US, SVF Sponsor III (DE) LLC, SVF II Holdings (DE) LLC, SVF II SPAC Investment 3 (DE) LLC and SVF II Strategic Investments AIV LLC is organized under the laws of the State of Delaware. Each of SVF II Aggregator (Jersey) L.P. and SoftBank Vision Fund II-2 L.P. is organized under the laws of Jersey. Silver Brick Management PTE. LTD. is organized under the laws of Singapore. SB Northstar LP is organized under the laws of the Cayman Islands. The citizenship of each of the Related Persons is set forth in Schedule A to this Amendment No. 3.
Item 4.Purpose of Transaction
 
Underwritten Offering On December 4, 2025 (the "Signing Date"), Goldman Sachs & Co. LLC and Citigroup Global Markets Inc., as representative of the several underwriters named therein (the "Underwriters"), entered into an underwriting agreement (the "Underwriting Agreement") with the Issuer, Symbotic Holdings LLC and SVF Sponsor III (DE) LLC, pursuant to which the Underwriters agreed to purchase an aggregate of 10,000,000 shares of Class A Common Stock, including 3,500,000 shares of Class A Common Stock from SVF Sponsor III (DE) LLC, subject to and upon the terms and conditions set forth therein, at a price of $53.2125 per share (the "Underwritten Offering"). The Underwritten Offering was consummated on December 8, 2025. Lock-Up On the Signing Date, in connection with the Underwritten Offering, SVF Sponsor III (DE) LLC entered into a lock-up agreement with the Underwriters (the "Lock-Up Agreement"). Pursuant to the Lock-Up Agreement, during the period beginning from the Signing Date and continuing to and including the date 60 days after the date of the final prospectus relating to the Underwritten Offering, subject to certain exceptions as described therein, SVF Sponsor III (DE) LLC agreed to not (i) offer, sell, contract to sell, pledge, grant any option, right or warrant to purchase, purchase any option or contract to sell, lend or otherwise transfer or dispose of any shares of common stock of the Issuer (collectively, "Common Stock"), including the Class A Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive or purchase shares of Common Stock (collectively, the "Lock-Up Securities"), including without limitation any such Lock-Up Securities now owned or hereafter acquired, (ii) engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition, or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement described in clause (i) or (ii) above (or instrument provided for thereunder) would be settled by delivery of Common Stock or other securities, in cash or otherwise, (iii) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, or (iv) otherwise publicly announce any intention to engage in or cause any action, activity, transaction or arrangement described in clause (i), (ii) or (iii) above. The above descriptions of the Underwriting Agreement and the Lock-Up Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, each of which is filed as an exhibit hereto and incorporated herein by reference.
Item 5.Interest in Securities of the Issuer
(a)
The information contained on the cover pages is incorporated by reference to this Item 5(a). The information presented herein sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned by each of the Reporting Persons, based on 120,411,644 shares of Class A Common Stock outstanding following the Underwritten Offering. SVF II SPAC Investment 3 (DE) LLC is the record holder of 20,000,000 shares of Class A Common Stock. SVF II Strategic Investments AIV LLC is the record holder of 17,825,312 shares of Class A Common Stock. SB Northstar LP is the record holder of 2,000,000 shares of Class A Common Stock. SVF Sponsor III (DE) LLC is the record holder of 5,590,000 shares of Class A Common Stock. SoftBank, which is a publicly traded company listed on the Tokyo Stock Exchange, is the sole shareholder of SBGA, which has been appointed as manager and is responsible for making final decisions related to the acquisition, structuring, financing and disposal of SoftBank Vision Fund II-2 L.P.'s investments, including as held by SVF II SPAC Investment 3 (DE) LLC. SoftBank Vision Fund II-2 L.P. is the sole limited partner of SVF II Aggregator (Jersey) L.P., which is the sole member of SVF II Holdings (DE) LLC, which is the sole member of SVF II SPAC Investment 3 (DE) LLC. SoftBank is the parent company of SVF II Strategic Investments AIV LLC and the parent company of Silver Brick Management PTE. LTD., which has been appointed as investment manager of SB Northstar LP and is responsible for making voting and investment decisions with respect to SB Northstar LP's investments. SoftBank is the sole shareholder of SBIA US, which is the sole member of SVF Sponsor III (DE) LLC. As a result of these relationships, (i) SoftBank may be deemed to share beneficial ownership of the securities reported herein, (ii) each of SoftBank Vision Fund II-2 L.P., SVF II Aggregator (Jersey) L.P. and SVF II Holdings (DE) LLC may be deemed to share beneficial ownership of securities held by SVF II SPAC Investment 3 (DE) LLC, (iii) Silver Brick Management PTE. LTD. may be deemed to share beneficial ownership of securities held by SB Northstar LP and (iv) SBIA US may be deemed to share beneficial ownership of securities held by SVF Sponsor III (DE) LLC.
(b)
The information contained on the cover pages is incorporated by reference to this Item 5(b).
(c)
Except as otherwise disclosed in Item 4, during the past 60 days, none of the Reporting Persons nor Related Persons has effected any transactions in the Class A Common Stock.
(d)
None.
(e)
Not applicable.
Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
 
Item 4 above summarizes certain provisions of the Underwriting Agreement and the Lock-Up Agreement and is incorporated herein by reference. A copy of each agreement is attached as an exhibit hereto and incorporated herein by reference. Except as set forth herein, none of the Reporting Persons or Related Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including, but not limited to, any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
Item 7.Material to be Filed as Exhibits.
 
Exhibit 99.1: Joint Filing Agreement. Exhibit 99.2: Underwriting Agreement, dated December 4, 2025 (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed by the Issuer on December 8, 2025). Exhibit 99.3: Lock-Up Agreement, dated December 4, 2025.

    SIGNATURE 
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 
SoftBank Group Corp.
 Signature:/s/ Yuko Yamamoto
 Name/Title:Yuko Yamamoto, Head of Corporate Legal Department
 Date:12/08/2025
 
SB Investment Advisers (US) Inc.
 Signature:/s/ Amanda Sanchez-Barry
 Name/Title:Amanda Sanchez-Barry, General Counsel
 Date:12/08/2025
 
SVF Sponsor III (DE) LLC
 Signature:/s/ Jonathan Duckles
 Name/Title:Jonathan Duckles, Director
 Date:12/08/2025
 
SB Global Advisers Limited
 Signature:/s/ Stephen Lam
 Name/Title:Stephen Lam, General Counsel
 Date:12/08/2025
 
SoftBank Vision Fund II-2 L.P.
 Signature:SB Global Advisers Limited, its Manager, /s/ Stephen Lam
 Name/Title:Stephen Lam, General Counsel
 Date:12/08/2025
 
SVF II Aggregator (Jersey) L.P.
 Signature:/s/ Michael Johnson
 Name/Title:Michael Johnson, Director
 Date:12/08/2025
 
SVF II Holdings (DE) LLC
 Signature:/s/ Jonathan Duckles
 Name/Title:Jonathan Duckles, Director
 Date:12/08/2025
 
SVF II SPAC Investment 3 (DE) LLC
 Signature:/s/ Jonathan Duckles
 Name/Title:Jonathan Duckles, Director
 Date:12/08/2025
 
Silver Brick Management PTE. LTD.
 Signature:/s/ Kozo Aramaki
 Name/Title:Kozo Aramaki, Director
 Date:12/08/2025
 
SB Northstar LP
 Signature:/s/ Stephen Lam
 Name/Title:Stephen Lam, Director
 Date:12/08/2025
 
SVF II Strategic Investments AIV LLC
 Signature:/s/ Stephen Lam
 Name/Title:Stephen Lam, Director
 Date:12/08/2025

 

Exhibit 1

 

Schedule A

 

Set forth below is a list of each executive officer and director of SoftBank Group Corp. and each director of SB Global Advisers Limited and SB Investment Advisers (US) Inc., including the name, citizenship, business address and present principal occupation or employment (and the name and address of any corporation or organization in which such employment is conducted) of each individual.

 

SOFTBANK GROUP CORP.

 

Name and Citizenship  

Present Principal Occupation

(principal business of employer)

   Business Address
Masayoshi Son*, a citizen of Japan   Representative Director, Corporate Officer, Chairman & CEO of SoftBank Group Corp.  

SoftBank Group Corp.

1-7-1 Kaigan,

Minato-ku, Tokyo 105-7537

Japan

Yoshimitsu Goto*, a citizen of Japan   Board Director, Corporate Officer, Senior Vice President, CFO & CISO of SoftBank Group Corp.  

SoftBank Group Corp.

1-7-1 Kaigan,

Minato-ku, Tokyo 105-7537

Japan

Ken Miyauchi*, a citizen of Japan   Board Director of SoftBank Group Corp.  

SoftBank Group Corp.

1-7-1 Kaigan,

Minato-ku, Tokyo 105-7537

Japan

Rene Haas*, a citizen of the United States of America   Board Director of SoftBank Group Corp. and Chief Executive Officer of Arm Limited.  

SoftBank Group Corp.

1-7-1 Kaigan,

Minato-ku, Tokyo 105-7537

Japan

Keiko Erikawa*, a citizen of Japan  

External Board Director, Independent Officer of SoftBank Group Corp.; Chairman Emeritus (Director), KOEI TECMO GAMES CO., LTD; Board Director, KOEI TECMO EUROPE LIMITED; Chairman (Representative Director), KOEI TECMO HOLDINGS CO., LTD.; Director, Foundation for the Fusion Of Science and Technology; and

Head Director, Association of Media in Digital

  

SoftBank Group Corp.

1-7-1 Kaigan,

Minato-ku, Tokyo 105-7537

Japan

David Chao*, a citizen of Japan   External Board Director, Independent Officer of SoftBank Group Corp. and Co-Founder and General Partner, DCM Ventures  

SoftBank Group Corp.

1-7-1 Kaigan,

Minato-ku, Tokyo 105-7537

Japan

Masami Iijima*, a citizen of Japan  

External Board Director, Independent Officer of SoftBank Group Corp.; Director, KAJIMA CORPORATION; Counsellor, Bank of Japan; Counselor, MITSUI & CO., LTD.; and Director, Takeda

Pharmaceutical Company Limited

  

SoftBank Group Corp.

1-7-1 Kaigan,

Minato-ku, Tokyo 105-7537

Japan

 

MITSUI & CO., LTD.

2-1, Otemachi 1-chome, Chiyoda-ku,

Tokyo 100-8631

Japan

Yutaka Matsuo*, a citizen of Japan   External Board Director, Independent Officer of SoftBank Group Corp. and Professor, Graduate School of Engineering at the University of Tokyo  

SoftBank Group Corp.

1-7-1 Kaigan,

Minato-ku, Tokyo 105-7537

Japan

Kenneth A. Siegel*, a citizen of the United States of America   External Board Director of SoftBank Group Corp. and Board Director, Member of Executive Committee, Morrison & Foerster LLP  

SoftBank Group Corp.

1-7-1 Kaigan,

Minato-ku, Tokyo 105-7537

Japan

 

Shin-Marunouchi Building, 29th Floor

5-1, Marunouchi 1-Chome

Chiyoda-ku, Tokyo, Japan 100-6529

Soichiro Uno**, a citizen of Japan  

External Audit & Supervisory Board Member of SoftBank Group

Corp.; Partner at Nagashima Ohno & Tsunematsu; and Director at

TERUMO CORPORATION

  

SoftBank Group Corp.

1-7-1 Kaigan,

Minato-ku, Tokyo 105-7537

Japan

Yuji Nakata**, a citizen of Japan   Full-time External Audit & Supervisory Board Member, Independent Officer of SoftBank Group Corp.  

SoftBank Group Corp.

1-7-1 Kaigan,

Minato-ku, Tokyo 105-7537

Japan

Maurice Atsushi Toyama**, a citizen of the United States of America   Full-time External Audit & Supervisory Board Member, Independent Officer of SoftBank Group Corp.  

SoftBank Group Corp.

1-7-1 Kaigan,

Minato-ku, Tokyo 105-7537

Japan

Keiichi Otsuka**, a citizen of Japan   External Audit & Supervisory Board Member, Independent Officer of SoftBank Group Corp.; Representative of Otsuka CPA Office; and Audit & Supervisory Board Member, TBK Co., Ltd.  

SoftBank Group Corp.

1-7-1 Kaigan,

Minato-ku, Tokyo 105-7537

Japan

Kazuko Kimiwada, a citizen of Japan   Corporate Officer, Senior Vice President, CSusO of SoftBank Group Corp.  

SoftBank Group Corp.

1-7-1 Kaigan,

Minato-ku, Tokyo 105-7537

Japan

Seiichi Morooka, a citizen of Japan   Corporate Officer of SoftBank Group Corp.  

SoftBank Group Corp.

1-7-1 Kaigan,

Minato-ku, Tokyo 105-7537

Japan

 

*        Director

**        Corporate Auditor

 

 

 

 

SB GLOBAL ADVISERS LIMITED

 

Name and Citizenship  

Present Principal Occupation

(principal business of employer)

   Business Address
Alex Clavel, a citizen of the United States   Board Director and Executive Committee member of SB Global Advisers Limited and Board Director and Management Committee member of SB Investment Advisers (UK) Limited  

69 Grosvenor Street, London,

United Kingdom W1K 3JP

 

 

Yoshimitsu Goto, a citizen of Japan   Board Director of SB Global Advisers Limited and Board Director, Corporate Officer, Senior Vice President, CFO, CISO & CSusO of SoftBank Group Corp.  

69 Grosvenor Street, London,

United Kingdom W1K 3JP

 

SoftBank Group Corp.

1-7-1 Kaigan,

Minato-ku, Tokyo 105-7537

Japan

Navneet Govil, a citizen of the United States   Board Director and Executive Committee Member of SB Global Advisers Limited, Board Director of SB Global Advisers (US) Inc., and CFO of the SoftBank Investment Advisers Group  

69 Grosvenor Street, London,

United Kingdom W1K 3JP

 

300 El Camino Real, Menlo Park, CA 94025, United States

 

SB INVESTMENT ADVISERS (US) INC.

 

Name and Citizenship  

Present Principal Occupation

(principal business of employer)

   Business Address
Amanda Sanchez-Barry, a citizen of United Kingdom   General Counsel of SB Investment Advisers (UK) Limited and Director of SB Investment Advisers (US) Inc.  

69 Grosvenor Street, London,

United Kingdom W1K 3JP

 

 

Saba Habib, a citizen of United States of America

 

   Director of SB Investment Advisers (US) Inc.  

300 El Camino Real

Menlo Park, CA 94025

Javier Villamizar, a citizen of United States of America and Colombia   Director of SB Investment Advisers (US) Inc.  

300 El Camino Real

Menlo Park, CA 94025

 

 

 

 

Exhibit 99.1

 

Joint Filing Agreement

 

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 8th day of December 2025.

 

  SoftBank Group Corp.
     
  By: /s/ Yuko Yamamoto
  Name: Yuko Yamamoto
  Title: Head of Corporate Legal Department
     
  SB Investment Advisers (US) Inc.
     
  By: /s/ Amanda Sanchez-Barry
  Name: Amanda Sanchez-Barry
  Title: General Counsel
     
  SVF Sponsor III (DE) LLC
     
  By: /s/ Jonathan Duckles
  Name: Jonathan Duckles
  Title: Director
     
  SB Global Advisers Limited
     
  By: /s/ Stephen Lam
  Name: Stephen Lam
  Title: General Counsel
     
  SoftBank Vision Fund II-2 L.P.
     
  By: SB Global Advisers Limited, its Manager
     
  By: /s/ Stephen Lam
  Name: Stephen Lam
  Title: General Counsel
     
  SVF II Aggregator (Jersey) L.P.
     
  By: /s/ Michael Johnson
  Name: Michael Johnson
  Title: Director
     
  SVF II Holdings (DE) LLC
     
  By: /s/ Jonathan Duckles
  Name: Jonathan Duckles
  Title: Director
     
  SVF II SPAC Investment 3 (DE) LLC
     
  By: /s/ Jonathan Duckles
  Name: Jonathan Duckles
  Title: Director
     
  Silver Brick Management PTE. LTD.
     
  By: /s/ Kozo Aramaki
  Name: Kozo Aramaki
  Title: Director
     
  SB Northstar LP
     
  By: /s/ Stephen Lam
  Name: Stephen Lam
  Title: Director
     
  SVF II Strategic Investments AIV LLC
     
  By: /s/ Stephen Lam
  Name: Stephen Lam
  Title: Director

 

 

 

 

Exhibit 99.3

 

Goldman Sachs & Co. LLC

Citigroup Global Markets Inc.

 

Symbotic Inc.

Lock-Up Agreement

December 4, 2025

 

As Representatives of the several Underwriters named in Schedule I to the Underwriting Agreement

 

c/o Goldman Sachs & Co. LLC

200 West Street

New York, New York 10282-2198

 

c/o Citigroup Global Markets Inc.

388 Greenwich Street

New York, NY 10013

 

Ladies and Gentlemen:

 

Re:Symbotic Inc. - Lock-Up Agreement

 

Ladies and Gentlemen:

 

The undersigned understands that you, as representatives (the “Representatives”), propose to enter into an underwriting agreement (the “Underwriting Agreement”) on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with Symbotic Inc., a Delaware corporation (the “Company”), and Symbotic Holdings LLC, a Delaware limited liability company (“Symbotic LLC”), and the selling securityholders named in Schedule IV thereto, providing for a public offering (the “Public Offering”) of shares (the “Shares”) of Class A common stock, par value $0.0001 per share, of the Company (the “Common Stock”) pursuant to a Registration Statement on Form S-3 (the “Registration Statement”) initially filed by the Company with the Securities and Exchange Commission (the “SEC”) on December 3, 2025.

 

In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, subject to the provisions contained herein, during the period beginning from the date of this Lock-Up Agreement and continuing to and including the date 60 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Lock-Up Period”), the undersigned shall not (i) offer, sell, contract to sell, pledge, grant any option, right or warrant to purchase, purchase any option or contract to sell, lend or otherwise transfer or dispose of any shares of Common Stock, any shares of Class V-1 common stock of the Company (the “Class V-1 Shares”), any shares of Class V-3 common stock of the Company (the “Class V-3 Shares”) or any common units of Symbotic LLC (the “LLC Interests”), or any options or warrants to purchase any shares of Common Stock, Class V-1 Shares, Class V-3 Shares or the LLC Interests, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, Class V-1 Shares, Class V-3 Shares or the LLC Interests (such shares of Common Stock, Class V-1 Shares, Class V-3 Shares, the LLC Interests, options, rights, warrants or other securities, collectively, “Lock-Up Securities”), including without limitation any such Lock-Up Securities now owned or hereafter acquired by the undersigned, (ii) engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition (whether by the undersigned or someone other than the undersigned), or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement described in clause (i) or (ii) above (or instrument provided for thereunder) would be settled by delivery of Common Stock or other securities, in cash or otherwise (any such sale, loan, pledge or other disposition, or transfer of economic consequences, a “Transfer”), (iii) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, or (iv) otherwise publicly announce any intention to engage in or cause any action, activity, transaction or arrangement described in clause (i), (ii) or (iii) above. The undersigned represents and warrants that the undersigned is not currently a party to any agreement or arrangement that provides for, is designed to or reasonably could be expected to lead to or result in any Transfer during the Lock-Up Period, except pursuant to the provisions of the following paragraph.

 

 

 

 

Notwithstanding the foregoing, the undersigned may:

 

(a)transfer the undersigned’s Lock-Up Securities (i) as one or more bona fide gifts or charitable contributions, or for bona fide estate planning purposes, (ii) upon death by will, testamentary document or intestate succession, (iii) (x) if the undersigned is a natural person, to any member of the undersigned’s immediate family (for purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin) or to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or to any corporation, partnership, limited liability company or other business entity that is an affiliate (as defined in Rule 405 under the Securities Act of 1933, as amended) of the undersigned or any investment fund or other entity which fund or entity is controlled or managed by the undersigned or affiliates of the undersigned, or (y) if the undersigned is a trust, to a trustor or beneficiary of the trust or the estate of a beneficiary of such trust, (iv) to a partnership, limited liability company or other entity of which the undersigned and the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests, (v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (a)(i) through (iv) above, (vi) if the undersigned is a corporation, partnership, limited liability company or other business entity, (A) to another corporation, partnership, limited liability company or other business entity that is an affiliate (as defined in Rule 405 under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity which fund or entity is controlled or managed by the undersigned or affiliates of the undersigned, or (B) as part of a distribution by the undersigned to its stockholders, partners, members or other equityholders or to the estate of any such stockholders, partners, members or other equityholders, (vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree or separation agreement, or otherwise pursuant to an order of a court or regulatory agency, (viii) to the Company from a current or former director, officer, employee, contractor, consultant or other service provider of the Company, (ix) if the undersigned is not an officer or director of the Company, in connection with a sale of the undersigned’s shares of Common Stock acquired (A) from the Underwriters in the Public Offering or (B) in open market transactions after the closing date of the Public Offering, (x) (A) to the public or the Company in connection with the vesting and settlement of restricted stock units (including, by way of “net” or “cashless” exercise, “sell-to-cover” or any other method to satisfy tax withholding obligations as determined by the Company) that are already vested, scheduled to expire or may vest during the Lock-Up Period, including any sale to the public or transfer to the Company for the payment of tax withholdings or remittance payments due as a result of such vesting or settlement or (B) to the Company in connection with the vesting and settlement of other equity awards or with the exercise of warrants or options (including, in each case, by way of “net” or “cashless” exercise) that are already vested, scheduled to expire or may vest during the Lock-Up Period, including any transfer to the Company for the payment of tax withholdings or remittance payments due as a result of such vesting, settlement, or in connection with the conversion of convertible securities, provided in the case of (x)(A) and (x)(B), all such transfers are pursuant to equity awards granted under a stock incentive plan or other equity award plan, or pursuant to the terms of convertible securities, each as described in the Registration Statement, the preliminary prospectus relating to the Shares included in the Registration Statement immediately prior to the time the Underwriting Agreement is executed and the Prospectus, provided further that any securities received upon such vesting, settlement, exercise or conversion shall be subject to the terms of this Lock-Up Agreement, (xi) pursuant to a Rule 10b5-1 trading arrangement (as defined in Item 408(a)(1)(i) of Regulation S-K adopted prior to the date hereof) and (xii) with the prior written consent of Goldman Sachs & Co. LLC and Citigroup Global Markets Inc. on behalf of the Underwriters; provided that (A) in the case of clauses (a)(i), (ii), (iii), (iv), (v) and (vi) above, such transfer or distribution shall not involve a disposition for value, (B) in the case of clauses (a)(i), (ii), (iii), (iv), (v) and (vi) above, it shall be a condition to the transfer or distribution that the donee, devisee, transferee or distributee, as the case may be, shall sign and deliver a lock-up agreement in the form of this Lock-Up Agreement, (C) in the case of clauses (a)(ii), (iii), (iv) and (v) above, no filing by any party (including, without limitation, any donor, donee, devisee, transferor, transferee, distributor or distributee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public filing, report or announcement reporting a reduction in beneficial ownership of Lock-Up Securities shall be required or shall be voluntarily made in connection with such transfer or distribution, and (D) in the case of clauses (a)(i), (vi), (vii), (viii), (ix), (x) and (xi) above, no filing under the Exchange Act or other public filing, report or announcement shall be voluntarily made, and if any such filing, report or announcement shall be legally required during the Lock-Up Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the circumstances of such transfer or distribution;

 

 

 

 

(b)enter into a written plan meeting the requirements of Rule 10b5-1 under the Exchange Act relating to the transfer, sale or other disposition of the undersigned’s Lock-Up Securities, if then permitted by the Company, provided that none of the securities subject to such plan may be transferred, sold or otherwise disposed of until after the expiration of the Lock-Up Period, and no public announcement, report or filing under the Exchange Act, or any other public filing, report or announcement, shall be voluntarily made during the Lock-Up Period regarding the establishment of such plan; provided further that, for the avoidance doubt, any required announcement or filing under the Exchange Act, including disclosures under Regulation S-K Item 408(a), by or on behalf of the undersigned or the Company regarding the establishment of such plan shall be permitted under this Agreement so long as such announcement or filing shall include a statement to the effect that no transfer of Lock-Up Securities may be made under such plan during the Lock-Up Period;
   
(c)transfer the undersigned’s Lock-Up Securities pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of the Company’s capital stock involving a Change of Control of the Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold at least a majority of the outstanding voting securities of the Company (or the surviving entity)); provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s Lock- Up Securities shall remain subject to the provisions of this Lock-Up Agreement; and
   
(d)transfer the undersigned’s Lock-Up Securities pursuant to the pledge, hypothecation or other granting of a security interest in Lock-Up Securities to one or more lending institutions as collateral or security for any loan, advance, extension of credit or other similar financing arrangement and any transfer upon foreclosure upon such securities; provided, that (unless entered into prior to the execution of this Lock-Up Agreement) to the extent any such financial institution enforces its security interest during the term of the Lock-Up Period by way of a sale, transfer, appropriation or other disposition, each purchaser or transferee shall execute and deliver to each of the Representatives a lock-up agreement in substantially the form of this Lock-Up Agreement in respect of the remainder of the Lock-Up Period; provided, further, that the undersigned shall provide each of the Representatives prior written notice informing them of any public filing, report or announcement made by or on behalf of the undersigned with respect to thereto.

 

 

 

 

If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed or other Shares the undersigned may purchase in the Public Offering.

 

The restrictions described in this Lock-Up Agreement shall not apply to (i) the sale of the undersigned’s Shares pursuant to the Underwriting Agreement; or (ii) any exchange or conversion of Lock-Up Securities solely for or to other Lock-Up Securities, provided that the Lock-Up Securities received shall be subject to the provisions of this Lock-Up Agreement.

 

If the undersigned is not a natural person or a trust, the undersigned represents and warrants that no single natural person, entity or “group” (within the meaning of Section 13(d)(3) of the Exchange Act), other than a natural person, entity or “group” (as described above) that has executed a Lock-Up Agreement in substantially the same form as this Lock-Up Agreement, beneficially owns, directly or indirectly, 50% or more of the common equity interests, or 50% or more of the voting power, in the undersigned.

 

The undersigned agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Lock-Up Securities except in compliance with the foregoing restrictions.

 

The undersigned acknowledges and agrees that none of the Underwriters has made any recommendation or provided any investment or other advice to the undersigned with respect to this Lock-Up Agreement or the subject matter hereof, and the undersigned has consulted its own legal, accounting, financial, regulatory, tax and other advisors with respect to this Lock-Up Agreement and the subject matter hereof to the extent the undersigned has deemed appropriate. The undersigned further acknowledges and agrees that, although the Underwriters may have provided or hereafter provide to the undersigned in connection with the Public Offering a Form CRS and/or certain other disclosures as contemplated by Regulation Best Interest, the Underwriters have not made and are not making a recommendation to the undersigned to enter into this Lock-Up Agreement or to transfer, sell or dispose of, or to refrain from transferring, selling or disposing of, any shares of Common Stock, and nothing set forth in such disclosures or herein is intended to suggest that any Underwriter is making such a recommendation.

 

This Lock-Up Agreement shall automatically terminate and the undersigned shall be released from all of his, her or its obligations hereunder upon the earlier of (i) the date on which the Registration Statement filed with the SEC with respect to the Public Offering is withdrawn,

 

(ii) the date on which for any reason the Underwriting Agreement is terminated (other than the provisions thereof that survive termination) prior to payment for and delivery of the Shares to be sold thereunder (other than pursuant to the Underwriters’ option thereunder to purchase additional Shares), (iii) the date on which the Company notifies the Representatives, in writing and prior to the execution of the Underwriting Agreement, that it does not intend to proceed with the Public Offering and (iv) December 10, 2025, in the event that the Underwriting Agreement has not been executed by such date (provided, however, that the Company may, by written notice to the undersigned prior to such date, extend such date by a period of up to an additional 90 days).

 

The undersigned understands that the Company and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement. This Lock-Up Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflict of laws that would result in the application of any law other than the laws of the State of New York. This Lock-Up Agreement may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com or www.echosign.com) or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

 

Very truly yours,

 

 

 

 

  SVF Sponsor III (DE) LLC
     
  By: /s/ Jonathan Duckles
  Name: Jonathan Duckles
  Title: Director

 

[Signature Page to Lock-Up Agreement]