Xometry Announces Convertible Debt Refinancing and Closing of $250 Million of 0.75% Convertible Senior Notes Offering

Rhea-AI Summary

Xometry (NASDAQ:XMTR) has successfully closed a $250 million offering of 0.75% Convertible Senior Notes due 2030, including the full exercise of a $25 million option. The company used approximately $216.7 million to refinance existing 2027 convertible notes worth $201.7 million, $17.5 million for capped call transactions, and $8 million to repurchase 220,994 shares of common stock. The new notes feature a 0.75% interest rate, an initial conversion price of $47.06 (30% premium), and include a capped call hedge with a cap price of $63.35 (75% premium). The refinancing extends debt maturity while reducing the coupon rate from 1.00% to 0.75%. CEO Randy Altschuler highlighted the company's recent strong growth and positive Adjusted EBITDA, with expectations for full-year positive Adjusted EBITDA in 2025.

Positive

• Successful refinancing of $201.7M of existing debt with improved terms and lower 0.75% coupon rate (down from 1.00%)
• Extended debt maturity from 2027 to 2030, providing greater financial flexibility
• Implementation of capped call hedge at $63.35 (75% premium) to minimize potential dilution
• Company reports strong growth and positive Adjusted EBITDA in recent quarters
• Expected to achieve full year positive Adjusted EBITDA in 2025

Negative

• Additional $48.3M in new debt taken on ($250M new vs $201.7M retired)
• Potential future dilution from convertible notes if stock price exceeds conversion price
• Use of $8M cash for share repurchases reduces available working capital

Insights

Financial Debt Restructuring Analyst

Xometry's debt refinancing extends maturities, lowers interest costs, and reduces dilution risk while strengthening its balance sheet position.

Xometry has executed a strategic $250 million convertible debt refinancing that addresses several key financial objectives. The company is using the proceeds to retire approximately $202 million of existing convertible notes that were due in 2027, effectively extending its debt maturity profile to 2030. The new notes carry a significantly lower 0.75% interest rate compared to the 1.00% coupon on the retired notes, which will reduce Xometry's ongoing interest expense.

The refinancing includes sophisticated anti-dilution measures. By implementing capped call transactions with a $63.35 cap price (representing a 75% premium over the transaction date market price), management has effectively increased the conversion premium beyond the stated 30% level. This structure limits potential dilution for existing shareholders if the stock appreciates substantially - a prudent capital markets move that protects equity holders.

Beyond the debt refinancing, Xometry allocated approximately $8 million to repurchase nearly 221,000 shares, demonstrating management's confidence in the company's valuation. The transaction timing appears opportunistic, coming after management indicated two consecutive quarters of positive Adjusted EBITDA and projected full-year positive Adjusted EBITDA for 2025.

This refinancing strengthens Xometry's financial position by extending debt maturities, lowering interest costs, and providing enhanced flexibility to pursue its AI-powered manufacturing marketplace growth initiatives. The successful placement, including full exercise of the purchasers' additional allocation option, signals strong institutional investor confidence in Xometry's business model and financial trajectory.

• Issued $250 million principal amount of convertible notes due in 2030, with the proceeds used in part to retire approximately $202 million principal amount of existing convertible notes due in 2027
• Opportunistic refinancing extends the maturity of most of Xometry’s existing debt with improved terms, a lower coupon and reduced potential dilution to the existing capital structure
• Xometry purchased a capped call hedge with a cap price initially at $63.35, which represents a 75% premium over the market price on the transaction date
• Xometry repurchased approximately $8 million of the Company's common stock in connection with this transaction

NORTH BETHESDA, Md., June 12, 2025 (GLOBE NEWSWIRE) -- Xometry, Inc. (NASDAQ:XMTR), the global AI-powered marketplace digitizing manufacturing and driving greater supply chain resiliency, today announced the successful closing of its offering of $250 million aggregate principal amount of 0.75% Convertible Senior Notes due 2030 (the “Notes”), which included the full exercise of the initial purchasers' option to purchase up to an additional $25 million aggregate principal amount of Notes, in a private placement (the “Offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).

“We appreciate the tremendous support from both existing and new investors as we successfully close this important financing for the Company,” said Randy Altschuler, CEO of Xometry. “We have delivered strong growth and positive Adjusted EBITDA over the past two quarters and expect to deliver full year positive Adjusted EBITDA in 2025. This transaction solidifies our balance sheet, providing us with increased financial flexibility to continue to focus on profitable growth as we digitize manufacturing worldwide.”

“We designed this transaction to opportunistically refinance our debt at attractive terms, lowering our coupon rate to 0.75%," said James Miln, CFO of Xometry. "The transaction fortifies our balance sheet by addressing over $200 million principal amount that had 2027 maturities, while providing us with financial flexibility to continue focusing on our growth initiatives and margin expansion. Importantly, this transaction was structured to minimize the potential future dilution for our equity shareholders with an effective 75% conversion premium to the market price of our Class A common stock on the transaction date.”

Overview of the Transaction:

• Offering Size: $250.0 million aggregate principal amount due in 2030, including the full exercise of the initial purchasers' option to purchase an additional $25.0 million principal amount
• Interest Rate: 0.75% per annum, payable semiannually, beginning on December 15, 2025
• Initial Conversion Rate: 21.2495 shares of Xometry’s Class A common stock per $1,000 principal amount of Notes
• Initial Conversion Price: Approximately $47.06 of Xometry’s Class A common stock, which represents a conversion premium of approximately 30.0% to the last reported sale price of Xometry’s Class A common stock on June 9, 2025
• Capped Call Cap Price: $63.35, which represents a premium of 75.0% over the last reported sale price of Xometry’s Class A common stock on June 9, 2025
  

Uses of Net Proceeds:

• Repurchase of 2027 Convertible Senior Notes: Approximately $216.7 million in cash was used to repurchase approximately $201.7 million aggregate principal amount of outstanding 1.00% Convertible Senior Notes due 2027
• Capped Call Transactions: Approximately $17.5 million of the net proceeds were used to fund the cost of the capped call transactions
• Share Repurchase: Approximately $8 million of the net proceeds were used to repurchase 220,994 shares of the common stock
  

The Notes were only offered to qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act by means of a private offering memorandum. The Notes and shares of Xometry’s Class A common stock issuable upon conversion of the Notes, if any, have not been and will not be registered under the Securities Act, any state securities laws or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.

This press release is neither an offer to sell nor a solicitation of an offer to buy any of these securities nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction.

Forward-Looking Statements

This press release contains “forward-looking” statements that involve risks and uncertainties, including statements concerning Xometry’s ability to deliver full year Adjusted EBITDA profitability in 2025 and the impact of the Offering on the Company’s financial position and initiatives. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “would,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual events to differ materially from Xometry’s plans, including those more fully described in our filings with the Securities and Exchange Commission (“SEC”) from time to time, including our Annual Report on Form 10-K for the year ended December 31, 2024 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025. All forward-looking statements in this press release are based on information available to Xometry and assumptions and beliefs as of the date hereof, and Xometry disclaims any obligation to update any forward-looking statements, except as required by law.

About Xometry

Xometry’s (NASDAQ: XMTR) AI-powered marketplace, popular Thomasnet® industrial sourcing platform and suite of cloud-based services are rapidly digitizing the manufacturing industry. Xometry provides manufacturers the critical resources they need to grow their business and makes it easy for buyers to get the instant pricing and lead times to create locally resilient supply chains. Learn more at www.xometry.com.

Investor Contact:

Shawn Milne
VP Investor Relations
240-335-8132
shawn.milne@xometry.com

Media Contact:
Lauran Cacciatori
Global Corporate Communications
773-610-0806
lauran.cacciatori@xometry.com

Matthew Hutchison
Global Corporate Communications
415-583-2119
matthew.hutchison@xometry.com

FAQ

What is the size and interest rate of Xometry's (XMTR) new convertible notes offering?

Xometry's new convertible notes offering is $250 million with a 0.75% interest rate, due in 2030.

How did Xometry (XMTR) use the proceeds from its 2030 convertible notes?

$216.7M was used to repurchase 2027 notes, $17.5M for capped call transactions, and $8M for share repurchases.

What is the conversion price for Xometry's (XMTR) 2030 convertible notes?

The initial conversion price is $47.06 per share, representing a 30% premium to the stock price on June 9, 2025.

How does the new convertible debt compare to Xometry's (XMTR) previous notes?

The new notes have a lower 0.75% coupon (vs 1.00%), longer maturity (2030 vs 2027), and include capped call protection at a 75% premium.

What is Xometry's (XMTR) financial outlook following the refinancing?

The company reports strong growth, positive Adjusted EBITDA in recent quarters, and expects full-year positive Adjusted EBITDA in 2025.