Xometry Announces Proposed Public Offering of Class A Common Stock

Xometry (NASDAQ:XMTR) commenced an underwritten public offering of $225 million of Class A common stock, with a 30-day option for underwriters to purchase up to an additional $33.75 million of shares.

Rhea-AI Summary

Xometry (NASDAQ:XMTR) commenced an underwritten public offering of $225 million of Class A common stock, with a 30-day option for underwriters to purchase up to an additional $33.75 million of shares. All shares are primary, and net proceeds will fund working capital and general corporate purposes. The deal is subject to market conditions and uses an automatically effective Form S-3 shelf registration, with J.P. Morgan and Goldman Sachs as joint book-running managers.

Positive

• Proposed primary equity raise of $225 million
• Additional 30-day underwriters’ option for $33.75 million in shares
• Proceeds designated for working capital and general corporate purposes
• Offering conducted under effective Form S-3 shelf registration

Negative

• New share issuance may dilute existing shareholders’ ownership
• Completion, size and terms of offering depend on market conditions

Argus Jun 2 session

-10.76% close to close Open Argus

Details

News Market Reaction – XMTR

On Jun 2, the first trading day after this news, XMTR closed 10.76% below the previous close.

Data tracked by StockTitan Argus for the Jun 2 session.

Key Figures

Offering size: $225.0 million Underwriters' option: $33.75 million Option period: 30 days +1 more

Offering size

$225.0 million

Proposed underwritten public offering of Class A common stock

Underwriters' option

$33.75 million

30-day option to purchase additional Class A common shares

Option period

30 days

Underwriters’ option duration for additional share purchases

Reference share price

$95.29

Class A common stock price cited in June 1, 2026 S-3ASR prospectus

Historical Context

5 past events · Latest: May 21

5 events

1. May 21

   Board appointment

   24h Move

   -5.3%

   Appointment of AI-focused entrepreneur Lukas Biewald to Board and committee.

2. May 14

   Product expansion

   24h Move

   +4.4%

   Expansion into single-platform sourcing for data center infrastructure components.

3. May 07

   Earnings beat

   24h Move

   +39.2%

   Record Q1 2026 results and raised 2026 growth and margin outlook.

4. May 07

   Strategic partnership

   24h Move

   +39.2%

   Siemens partnership embedding Xometry’s AI-native intelligence into Siemens Xcelerator.

5. May 07

   Strategic partnership

   24h Move

   +39.2%

   Siemens minority investment of about $50M and expanded supply chain integration.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

underwritten public offering, class a common stock, shelf registration statement, form s-3, +3 more

7 terms

underwritten public offering financial

"it has commenced an underwritten public offering of $225.0 million"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

class a common stock financial

"offering of $225.0 million of its Class A common stock"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

shelf registration statement regulatory

"pursuant to a shelf registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3 regulatory

"shelf registration statement on Form S-3, including a base prospectus"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

base prospectus regulatory

"on Form S-3, including a base prospectus, that was filed"

A base prospectus is a detailed document that provides essential information about a financial offering, such as a bond or share issue. It acts like a comprehensive guide for investors, explaining what the investment involves, the risks involved, and how the process works. This helps investors make informed decisions before committing their money.

preliminary prospectus supplement regulatory

"A preliminary prospectus supplement and accompanying prospectus"

A preliminary prospectus supplement is an initial document that provides important details about a new stock or bond offering before it is finalized. It helps investors understand what is being sold and why, so they can decide whether to invest. Think of it as a preview before the full sales brochure is ready.

prospectus regulatory

"accompanying prospectus relating to the proposed offering"

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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NORTH BETHESDA, Md., June 01, 2026 (GLOBE NEWSWIRE) -- Xometry, Inc. (NASDAQ: XMTR) the global, AI-native marketplace connecting buyers and suppliers of custom manufacturing, today announced that it has commenced an underwritten public offering of $225.0 million of its Class A common stock. In connection with the proposed offering, Xometry expects to grant the underwriters a 30-day option to purchase up to an additional $33.75 million of shares of Class A common stock. All of the shares are being offered by Xometry. The proposed offering is subject to market and other conditions, and there can be no assurance as to whether or when the proposed offering may be completed, or as to the actual size or terms of the offering.

Xometry intends to use the net proceeds from the proposed offering for working capital and general corporate purposes.

J.P. Morgan and Goldman Sachs & Co. LLC are acting as joint book-running managers for the proposed offering.

The proposed offering is being made pursuant to a shelf registration statement on Form S-3, including a base prospectus, that was filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 1, 2026 and automatically became effective upon filing. A preliminary prospectus supplement and accompanying prospectus relating to the proposed offering have been filed with the SEC and are available for free on the SEC’s website located at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus relating to the proposed offering may be obtained, when available from: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (866) 803-9204, or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com or Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, by telephone at (866) 471-2526, by facsimile (212) 902-9316, or by email at Prospectus-ny@ny.email.gs.com.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Xometry

Xometry’s (NASDAQ: XMTR) AI-native 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 businesses and streamlines the procurement process for buyers through real-time pricing and lead time data.

Forward-Looking Statements

This press release contains “forward-looking” statements that involve risks and uncertainties, including statements regarding the timing, size and completion of the proposed offering and Xometry’s use of proceeds from the proposed offering. 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 Xometry’s Annual Report on Form 10-K for the year ended December 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.

Media Contact

Lauran Cacciatori
VP Communications
773-610-0806
lauran.cacciatori@xometry.com

Investor Contact

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Xometry (NASDAQ:XMTR) announce on June 1, 2026 about its stock offering?

Xometry announced an underwritten public offering of $225 million of its Class A common stock. According to Xometry, the company is selling all shares in the deal, with completion and final terms dependent on market and other conditions.

How large is the proposed Xometry (XMTR) public offering and underwriters’ option?

The proposed Xometry offering totals $225 million of Class A common stock. According to Xometry, underwriters are expected to receive a 30-day option to buy up to an additional $33.75 million of shares, potentially increasing the overall transaction size.

How will Xometry (XMTR) use the proceeds from its June 2026 stock offering?

Xometry plans to use net proceeds for working capital and general corporate purposes. According to Xometry, all capital raised from the $225 million offering, plus any from the underwriters’ option, will support the company’s overall operations and financial flexibility.

What does the Xometry (XMTR) equity offering mean for existing shareholders?

The offering introduces new Class A shares, which may dilute existing shareholders’ ownership stakes. According to Xometry, all offered shares are newly issued by the company, so any completed sale would expand the share count and could affect per-share metrics.

Who are the joint book-running managers for the Xometry (XMTR) stock offering?

J.P. Morgan and Goldman Sachs are serving as joint book-running managers for the offering. According to Xometry, the transaction is being conducted under an automatically effective Form S-3 shelf registration, with a preliminary prospectus supplement filed with the SEC.

Where can investors find the Xometry (XMTR) June 2026 stock offering prospectus?

Investors can access the preliminary prospectus supplement and prospectus on the SEC’s website at www.sec.gov. According to Xometry, printed or emailed copies are also available from J.P. Morgan Securities and Goldman Sachs through their stated contact details.