02/13/2026 | Press release | Distributed by Public on 02/13/2026 18:07
|
FORM 4
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
|
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 Underlying Securities (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 of Derivative Security: 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)(3) | (1)(2) | 02/11/2026 | J(1)(2)(3) | 60,000 | (1)(2) | (1)(2) | Class A Common Stock | 60,000 | (1)(2) | 927,792 | I | By Spouse(9) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
Ford Rollin L. C/O SYMBOTIC INC., 200 RESEARCH DRIVE WILMINGTON, MA 01887 |
X | |||
| /s/ Corey Dufresne, as Attorney-in-Fact for Reporting Person | 02/13/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | 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. |
| (2) | 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 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. |
| (3) | On February 11, 2026, each of the Audrey Exempt Trust, u/a, the Jessica Exempt Trust, u/a, and the Paige Exempt Trust, u/a, sold 20,000 shares of Class A Common Stock (the "Stock Sale"), In connection with the Stock Sale, effective February 11, 2026, each of the Audrey Exempt Trust, u/a, the Jessica Exempt Trust, u/a, and the Paige Exempt Trust, u/a, redeemed 20,000 Symbotic Holdings Units in exchange for an equal number of shares of Class A Common Stock (the "Stock Redemption"). In connection with the Stock Redemption, Symbotic Holdings canceled the Symbotic Holdings Units, and the Issuer canceled and retired for no consideration the redeemed 60,000 shares of Class V-1 Common Stock. |
| (4) | Rollin Ford may be considered to have an indirect pecuniary interest in the shares of Class V-1 common stock held by the Audrey Exempt Trust, u/a, by the Jessica Exempt Trust, u/a, and by the Paige Exempt Trust, u/a (collectively the "Trust V-1 Shares"), each of which has Mr. Ford's spouse as a Trustee and to which members of Mr. Ford's immediate family have a pecuniary interest. Mr. Ford does not have voting or investment control over the Trust Shares and disclaims beneficial ownership of the Trust V-1 Shares except to the extent that Mr. Ford may be considered to have an indirect pecuniary interest therein. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of the Trust V-1 Shares for purposes of Section 16 or for any other purpose. |
| (5) | Rollin Ford may be considered to have an indirect pecuniary interest in the Class A common stock held by the Audrey Exempt Trust, u/a, the Class A common stock held by the Jessica Exempt Trust, u/a, and Class A common stock held by the Paige Exempt Trust, u/a (collectively the "Trust Common Stock"), each of which has Mr. Ford's spouse as a Trustee and to which members of Mr. Ford's immediate family have a pecuniary interest. Rollin Ford does not have voting or investment control over the Trust Shares and disclaims beneficial ownership of the Trust Shares except to the extent that Mr. Ford may be considered to have an indirect pecuniary interest therein. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of the Trust Common Stock for purposes of Section 16 or for any other purpose. |
| (6) | In accordance with SEC guidance authorizing aggregate reporting of same-day purchases and sales, the shares were sold in multiple transactions at prices ranging from $56.50 to $57.01, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (7) | In accordance with SEC guidance authorizing aggregate reporting of same-day purchases and sales, the shares were sold in multiple transactions at prices ranging from $59.00 to $59.78, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (8) | Rollin Ford may be considered to have an indirect pecuniary interest in shares of Class A Common Stock held directly by the RLF 2020 Gift Trust, in which Mr. Ford's wife acts as trustee and to which Mr. Ford's immediate family have a pecuniary interest. Mr. Ford does not have voting or investment control over the shares and disclaims beneficial ownership of the shares held by the RLF 2020 Gift Trust except to the extent that Mr. Ford may be considered to have an indirect pecuniary interest therein. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of the shares held by the RLF 2020 Gift Trust for purposes of Section 16 or for any other purpose. |
| (9) | Rollin Ford may be considered to have an indirect pecuniary interest in the Symbotic Holdings Units held by the Audrey Exempt Trust, u/a, by the Jessica Exempt Trust, u/a, and by the Paige Exempt Trust, u/a (collectively the "Trust Units"), each of which has Mr. Ford's spouse as a Trustee and to which members of Mr. Ford's immediate family have a pecuniary interest. Mr. Ford does not have voting or investment control over the Trust Units and disclaims beneficial ownership of the Trust Units except to the extent that Mr. Ford may be considered to have an indirect pecuniary interest therein. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of the Trust Units for purposes of Section 16 or for any other purpose. |