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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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Symbotic Inc. (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
Joseph M. Ruschell 1 Customer Drive, Bentonville, AR, 72716 479-273-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/05/2026 (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
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| CUSIP No. |
| 1 |
Name of reporting person
Walmart Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC 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)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
76,350,823.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
39.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Row 7, 9, and 11. Includes (i) 15,000,000 shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock") owned by the Reporting Person and (ii) 61,350,823 shares of Class A Common Stock that may be acquired by the Reporting Person upon the exchange of 61,350,823 common units ("OpCo Units") in Symbotic Holdings LLC, a wholly-owned subsidiary of the Issuer. Incident to its ownership of OpCo Units, the Reporting Person also owns 61,350,823 shares of the Issuer's Class V-1 common stock, par value $0.0001 ("Class V-1 Common Stock"), which carry one vote per share but confer no economic interest in the Issuer. Upon an exchange of OpCo Units for Class A Common Stock, an equal number of shares of Class V-1 Common Stock would be cancelled.
Row 13. The percentage used herein and in the rest of this Schedule 13D is calculated based upon 129,873,381 shares of the Issuer's Class A Common Stock outstanding as of August 3, 2026, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 5, 2026, and after giving effect to the exchange of all 61,350,823 OpCo Units held by the Reporting Person into an equal number of shares of Class A Common Stock. On a fully diluted basis (including all of the outstanding shares of the Issuer's Class A Common Stock, the 71,369,131 outstanding shares of Class V-1 Common Stock and the 403,559,196 outstanding shares of the Issuer's Class V-3 common stock, par value $0.0001 per share), the Reporting Person beneficially owns approximately 12.6% of the Issuer's total common stock outstanding, and approximately 5.4% of the aggregate voting power of the Issuer's securities.
SCHEDULE 13D
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| 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:
This Amendment No. 4 (this "Amendment") amends and supplements the information in the Schedule 13D relating to the Class A common stock, $0.0001 par value per share (the "Class A Common Stock"), of Symbotic Inc., a Delaware corporation (the "Issuer"), filed by the Reporting Person on June 21, 2022, as amended by Amendment No. 1 to Schedule 13D filed by the Reporting Person on July 21, 2022, Amendment No. 2 to Schedule 13D filed by the Reporting Person on December 14, 2023 and Amendment No. 3 to the Schedule 13D filed by the Reporting Person on January 17, 2025 (collectively, the "Schedule 13D"). Unless otherwise indicated, each capitalized term used but not defined in this Amendment shall have the meaning assigned to such term in the Schedule 13D. The Reporting Person's equity holdings in the Issuer have not changed since the Amendment No. 2 to Schedule 13D filed on December 14, 2023, but this Amendment is being filed to reflect certain updates to Items 2, 5 and 7 of the Schedule 13D and to reflect changes in the percentage of the Class A Common Stock owned by the Reporting Person as a result of changes in the amount of Class A Common Stock outstanding. | ||
| Item 2. | Identity and Background | |
| (a) | The second and third paragraphs of Item 2 of the Schedule 13D are hereby amended and restated as follows:
Schedule I attached hereto lists the executive officers and directors of the Reporting Person (the "Related Parties") and their respective principal occupation, address and citizenship. See Exhibit 99.1. | |
| (b) | The second and third paragraphs of Item 2 of the Schedule 13D are hereby amended and restated as follows:
Schedule I attached hereto lists the executive officers and directors of the Reporting Person (the "Related Parties") and their respective principal occupation, address and citizenship. See Exhibit 99.1. | |
| (c) | The second and third paragraphs of Item 2 of the Schedule 13D are hereby amended and restated as follows:
Schedule I attached hereto lists the executive officers and directors of the Reporting Person (the "Related Parties") and their respective principal occupation, address and citizenship. See Exhibit 99.1. | |
| (d) | During the last five years, the Reporting Person has not, and, to the Reporting Person's knowledge, none of the Related Parties has, (i) been convicted in a criminal proceeding of the type specified in Item 2(d) of Schedule 13D, or (ii) been 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. | |
| (e) | During the last five years, the Reporting Person has not, and, to the Reporting Person's knowledge, none of the Related Parties has, (i) been convicted in a criminal proceeding of the type specified in Item 2(d) of Schedule 13D, or (ii) been 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) | The response set forth in Item 2(f) of the Schedule 13D is hereby amended and restated by deleting Schedule I in its entirety and replacing it with the information listed on Schedule I attached hereto. | |
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information set forth on the cover page of this Schedule 13D is incorporated herein. | |
| (b) | The information set forth on the cover page of this Schedule 13D is incorporated herein. | |
| (c) | The Reporting Persons have not effected any transactions in the Class A Common Stock during the past 60 days. | |
| (d) | None. | |
| (e) | Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
99.1 Schedule I to Schedule 13D | ||
| 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.
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Exhibit 99.1
Schedule I
The name, present principal occupation or employment and citizenship of each of the executive officers and directors of Walmart Inc. are set forth below. The business address of each individual is c/o Walmart Inc., 1 Customer Drive, Bentonville, AR 72716.
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Name of Executive Officer
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Principal Occupation or Employment
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Citizenship
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Daniel J. Bartlett
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Executive Vice President, Corporate Affairs
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United States
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Erin Nealy Cox
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Executive Vice President, Global Governance, Chief Legal Officer and Corporate Secretary
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United States
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Seth Dallaire
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Executive Vice President and Chief Growth Officer
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United States
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Daniel Danker
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Executive Vice President, AI Acceleration, Product & Design
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United States
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John Furner
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President and Chief Executive Officer
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United States
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David Guggina
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Executive Vice President, President and Chief Executive Officer, Walmart U.S.
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United States
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Suresh Kumar
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Executive Vice President, Global Chief Technology Officer and Chief Development Officer
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United States
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Dwayne Milum
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Senior Vice President and Controller
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United States
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Donna Morris
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Executive Vice President, Chief People Officer
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United States
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Chris Nicholas
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Executive Vice President, President and Chief Executive Officer, Walmart International
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United Kingdom
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John David Rainey
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Executive Vice President and Chief Financial Officer
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United States
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Latriece Watkins
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Executive Vice President, President, and Chief Executive Officer, Sam's Club U.S.
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United States
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Name of Director
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Cesar Conde
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Chairman of NBCUniversal News Group
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United States
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Sarah Friar
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Chief Financial Officer of OpenAI
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United States
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John Furner
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President and Chief Executive Officer, Walmart Inc.
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United States
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Carla Harris
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Senior Client Advisor, Morgan Stanley
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United States
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Tom Horton
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Senior Advisor, Global Infrastructure Partners, and retired Chairman, American Airlines
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United States
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Marissa Mayer
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Founder and CEO, Dazzle AI, Inc.
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United States
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Shishir Mehrotra
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CEO and Director, Superhuman Labs, Inc.
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United States
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Bob Moritz
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Former Global Chair of PricewaterhouseCoopers
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United States
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Greg Penner
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General Partner, Madrone Capital Partners, CEO and an owner of the Denver Broncos (Chairman of the Board of Walmart)
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United States
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Randall Stephenson
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Retired Executive Chair and CEO, AT&T
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United States
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Steuart Walton
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Co-Founder, Runway Group, LLC and Co-Founder and Chair, Game Aerospace, LLC
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United States
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