SCHEDULE 13D: RBC Millennium GST Non-Exempt Trust Discloses 60.3% Beneficial Ownership in Symbotic Inc. Class A Stock

The RBC Millennium GST Non-Exempt Trust has filed a Schedule 13D, reporting beneficial ownership of 60.3% of Symbotic Inc.'s Class A common stock following a distribution from The RBC 2021 4 Year GRAT for estate planning purposes.

Summary

• The RBC Millennium GST Non-Exempt Trust (the "Reporting Person") has filed a Schedule 13D, disclosing beneficial ownership of 165,647,479 shares of Symbotic Inc. common stock.
• This represents 60.3% of the Class A Common Stock on a converted basis, assuming conversion of all Class V-3 and Class V-1 common stock held by the Reporting Person into Class A common stock.
• On a fully diluted basis, considering all outstanding common stock classes, the Reporting Person beneficially owns 28.1% of the Issuer's total outstanding common stock as of May 6, 2025.
• The shares were received on June 12, 2025, as a distribution from The RBC 2021 4 Year GRAT, which terminated on March 31, 2025, as part of estate planning.
• The distribution included 165,647,479 common units in Symbotic Holdings LLC ("OpCo"), 163,355,074 shares of Symbotic Class V-3 Common Stock, and 2,292,405 shares of Symbotic Class V-1 Common Stock.
• Class V-3 common stock entitles its holders to 3 votes per share and is convertible one-for-one into Class A common stock upon redemption of an equal number of OpCo Units.
• Class V-1 common stock entitles its holders to 1 vote per share and is convertible one-for-one into Class A common stock upon redemption of an equal number of OpCo Units.

Sentiment

Score: 6

Explanation: The filing is largely neutral, detailing a change in beneficial ownership due to estate planning. The significant stake held by a trust associated with the founding family provides stability. The stated intent to engage in discussions about governance and strategy is a standard part of large shareholder engagement but does not indicate immediate positive or negative sentiment.

Positives

• The significant ownership by a trust associated with the founding family (Richard B. Cohen established the trusts) indicates a long-term, committed shareholder base.
• The transaction is for estate planning purposes, suggesting a stable, non-activist ownership structure.

Risks

• Tax Receivable Agreement (TRA) Acceleration: The Issuer's obligations under the TRA may accelerate, requiring a lump-sum cash payment to TRA Holders (including the Reporting Person), if the Issuer exercises early termination rights, experiences certain changes of control, or breaches material obligations under the TRA. This payment would be based on assumptions about future taxable income.
• Taxable Income Sufficiency for TRA Payments: Payments under the TRA are contingent on the Issuer having sufficient taxable income to utilize the increased depreciation and amortization deductions, which is determined after financial results and tax estimates are known.

Future Outlook

The Reporting Person intends to continuously review its investment in Symbotic Inc. and may engage in discussions with management, the Board, other shareholders, or third parties regarding governance, board composition, management, operations, business, assets, capitalization, financial condition, strategic plans, and future of the Issuer. These discussions may also explore options for enhancing shareholder value, including strategic alternatives like acquisitions and divestitures, or operational/management initiatives. The Reporting Person may also prepare for and propose transactions related to these matters.

Management Comments

• The Reporting Person intends to review their investment in the Issuer on a continuing basis.
• The Reporting Person may take actions as they deem appropriate, including proposing or considering changes to governance, board composition, management, operations, business, assets, capitalization, financial condition, strategic plans, and future of the Issuer.
• The Reporting Person may also explore and prepare for various plans and actions, and propose transactions, regarding the foregoing matters, before forming an intention to engage in such plans or actions or proceed with such transactions.

Industry Context

This filing primarily concerns a change in beneficial ownership due to estate planning within a significant shareholder's trust. It does not directly provide information on broader industry trends or competitive landscape, but it solidifies the ownership structure of a key player in the automation and robotics industry (Symbotic).

Comparison to Industry Standards

• This document is a Schedule 13D filing detailing a change in beneficial ownership due to estate planning, not a financial performance report. Therefore, a comparison of 'results' to global benchmarks or specific comparable companies/projects is not applicable.

Corporate Governance

Related Party Transactions

• Tax Receivable Agreement: The Issuer is required to pay TRA Holders (including the Reporting Person, who received assigned rights from the GRAT) 85% of the cash savings in U.S. federal and state income tax realized from certain tax basis adjustments and other tax benefits.
• Amended and Restated Registration Rights Agreement: The Issuer agreed to file a shelf registration statement for Registrable Securities held by Registration Rights Holders (including the Reporting Person, who received assigned rights from the GRAT), providing demand and piggyback registration rights for underwritten offerings.
• Second Amended and Restated Limited Liability Company Agreement of OpCo: Governs the operations of Symbotic Holdings LLC (OpCo) and the rights of its unitholders (including the Reporting Person, who received assigned rights from the GRAT), notably the right to redeem OpCo Units for Class A Common Stock or cash.

Stakeholder Impact

• Shareholders: The filing clarifies the beneficial ownership structure, indicating a significant, stable stake held by a trust associated with the founding family, which could be viewed positively for long-term stability. The potential for the Reporting Person to engage in discussions about governance and strategy could lead to future changes impacting shareholder value.
• Company Management: Management may engage in discussions with the Reporting Person regarding strategic direction, operations, and governance.
• Creditors: The Tax Receivable Agreement could lead to significant cash payments by the Issuer, potentially impacting cash flow, especially if acceleration events occur.

Next Steps

• The Reporting Person will continue to review its investment in Symbotic Inc.
• The Reporting Person may engage in discussions with Symbotic's management, Board of Directors, other shareholders, or third parties regarding various aspects of the Issuer's business and strategy.
• The Reporting Person may propose or consider actions related to governance, board composition, management, operations, business, assets, capitalization, financial condition, strategic plans, and future of the Issuer.
• The Issuer expects to make payments under the Tax Receivable Agreement within 125 days after its federal income tax return is filed for each fiscal year, provided sufficient taxable income is available.

Key Dates

Recommendation

Keywords

Symbotic Inc., Schedule 13D, beneficial ownership, Class A common stock, Class V-3 common stock, Class V-1 common stock, OpCo Units, Tax Receivable Agreement, Registration Rights Agreement, estate planning, trust, Richard B. Cohen, corporate governance, ownership structure