Xometry (Nasdaq: XMTR) updates CEO severance and change-in-control compensation

Rhea-AI Filing Summary

Xometry, Inc. updates the employment terms for its Chief Executive Officer, Sanjeev Singh Sahni, effective July 1, 2026, focusing on severance and change-in-control protections. If he resigns for Good Reason or is terminated without Cause outside a change in control, he is eligible for 12 months of base salary, a prorated annual performance bonus based on actual results, up to 18 months of employer-paid COBRA premiums, and 12 months of continued vesting on time-based and performance-based equity awards.

If a qualifying termination occurs within three months before or 12 months after a Change in Control, Sahni is eligible for a lump sum of 18 months of base salary, 150% of his target annual bonus, full vesting of all outstanding equity awards at 100% of target, and up to 24 months of employer-paid COBRA premiums. If this termination occurs before December 31, 2026, payment of his one-time $400,000 cash bonus is accelerated. These benefits require signing and complying with a separation agreement, and the $400,000 bonus is subject to pro-rated after-tax repayment if he is terminated for Cause or resigns without Good Reason within one year of the Effective Date.

Filing Explained

This July 31 Form 8-K/A is a supplemental amendment, not a new termination or payment: it adds the CEO’s revised compensatory terms to earlier reports, while the full amendment text is deferred to the company’s Form 10-Q for the quarter ended June 30, 2026.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Base salary severance (non-CIC): 12 months Base salary severance (CIC): 18 months Change-in-control bonus multiple: 150% of target annual performance bonus +5 more

8 metrics

Base salary severance (non-CIC) 12 months Base salary payable upon qualifying termination without Cause or for Good Reason outside a Change in Control

Base salary severance (CIC) 18 months Lump-sum base salary payable 60 days after qualifying termination in a Change in Control window

Change-in-control bonus multiple 150% of target annual performance bonus Bonus payable upon qualifying termination within the Change in Control protection period

COBRA coverage (non-CIC) 18 months Employer portion of COBRA premiums paid after non–change-in-control qualifying termination

COBRA coverage (CIC) 24 months Employer portion of COBRA premiums paid after qualifying termination in connection with a Change in Control

One-time cash bonus $400,000 CEO cash bonus scheduled for December 2026, subject to acceleration and pro-rated repayment conditions

Change-in-control protection window three months prior to or twelve months following Period around a Change in Control in which a qualifying termination triggers enhanced benefits

Effective Date of CEO role July 1, 2026 Date Sahni’s service as Chief Executive Officer and amended terms take effect

Key Terms

Good Reason, Cause, Change in Control, COBRA, +2 more

6 terms

Good Reason regulatory

"if Mr. Sahni resigns for Good Reason (as defined in the Sahni Agreement)"

Cause regulatory

"the Company terminates Mr. Sahni’s employment without Cause (as defined in the Sahni Agreement)"

Change in Control financial

"not in connection with a Change in Control (as defined in the Company’s 2021 Equity Incentive Plan)"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

COBRA regulatory

"up to 18 months of the employer portion of premiums under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”)"

COBRA is a U.S. federal law that lets employees and their dependents temporarily keep employer-sponsored health insurance after job loss, reduction in hours, or other qualifying events by paying the premiums themselves. Investors should care because offering COBRA can affect a company’s cash flow, administrative costs and legal disclosures when workforce changes occur—similar to a former club member paying to keep their membership active after leaving the club.

performance-based stock unit awards financial

"continued vesting of Mr. Sahni’s outstanding performance-based stock unit awards for a period of 12 months"

Performance-based stock unit awards are promises to give company shares to executives or employees only if the business meets specific targets, such as revenue, profit, or share-price goals. Think of it like a bonus that pays out in stock only when measurable objectives are hit; investors watch these awards because they affect future share supply, signal how management is incentivized, and can influence company performance and shareholder value.

separation agreement regulatory

"Mr. Sahni must sign and comply with a separation agreement in a form presented by the Company"

A separation agreement is a written contract that spells out the financial and legal terms when an employee and a company part ways, such as final pay, severance, continued benefits, confidentiality, and any release of claims. For investors, it matters because these agreements determine immediate costs, potential future liabilities, and whether departing staff are restricted from competing or disclosing information—factors that can affect a company’s cash flow, risk profile, and leadership continuity.

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

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Available on EDGAR 07/31/2026 - 04:10 PM Accepted by SEC EDGAR 07/31/2026 - 04:10 PM Learn about SEC filing dates

FAQ

What severance benefits does Xometry (XMTR) CEO Sanjeev Sahni receive outside a change in control?

He is eligible for 12 months of base salary, a prorated annual performance bonus based on actual metrics, up to 18 months of employer-paid COBRA premiums, and 12 months of continued vesting on both time-based and performance-based equity awards after a qualifying non–change-in-control termination.

What are Sanjeev Sahni’s benefits if Xometry (XMTR) has a change in control?

For a qualifying termination three months before or 12 months after a Change in Control, he receives a lump sum of 18 months of base salary, 150% of target annual bonus, full vesting of all equity at 100% of target, and up to 24 months of employer-paid COBRA premiums.

How is the $400,000 bonus treated for the Xometry (XMTR) CEO under the new terms?

Sahni has a one-time $400,000 cash bonus scheduled for December 2026. If a qualifying termination tied to a Change in Control occurs before December 31, 2026, that bonus is accelerated and paid at termination, subject to the agreement’s other conditions and releases.

When must the Xometry (XMTR) CEO repay part of his $400,000 bonus?

If Sahni is terminated for Cause or resigns without Good Reason within one year after the July 1, 2026 Effective Date, he must repay a pro-rated portion of the after-tax amount of the $400,000 bonus, based on time served in that one-year period.

What conditions must Xometry (XMTR) CEO Sahni meet to receive severance benefits?

Payment of severance requires that Sahni sign and comply with a separation agreement in a form presented by the company, which includes a general release of claims and other customary terms, in addition to satisfying the Good Reason or without Cause termination requirements.

Where will investors find the full Sahni Amendment for Xometry (XMTR)?

The complete Sahni Amendment will be filed as an exhibit to Xometry’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026. The current disclosure is a summary and is qualified in its entirety by that full text.

0001657573true00016575732026-02-202026-02-20

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K/A

AMENDMENT NO. 1 TO CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 20, 2026

Xometry, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware			001-40546	32-0415449
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
6116 Executive Blvd, Suite 800
North Bethesda, Maryland				20852
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (240) 252-1138

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.000001 per share		XMTR		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

In accordance with Instruction 2 to Item 5.02 of Form 8-K, this Amendment No. 2 on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by Xometry, Inc. (the "Company") with the Securities and Exchange Commission (the “SEC”) on February 24, 2026, as amended by the Current Report on Form 8-K/A filed with the SEC by the Company on June 18, 2026 (as amended, the “Original 8-K”) to provide additional compensatory terms of the amended employment agreement for Sanjeev Singh Sahni, who has served as the Company’s Chief Executive Officer effective as of July 1, 2026 (the “Effective Date”). Except as set forth herein, the Original 8-K is not amended. This Amendment supplements the Original 8-K and should be read in conjunction with the Original 8-K.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in Item 5.02 of the Original 8-K is hereby supplemented by the following information regarding the compensatory arrangements for Mr. Sahni.

Compensatory Arrangements for Sanjeev Singh Sahni, Chief Executive Officer

In connection with his appointment as Chief Executive Officer, Mr. Sahni has entered into an amendment (the “Sahni Amendment”) to his employment agreement with the Company dated November 5, 2024 (the “Sahni Agreement”), effective as of the Effective Date.

In addition to the terms of the Sahni Amendment as disclosed in the Original 8-K, Mr. Sahni will be entitled to certain payments and benefits upon a qualifying termination of employment or a change in control, which have been revised pursuant to the Sahni Amendment. Pursuant to the Sahni Amendment, if Mr. Sahni resigns for Good Reason (as defined in the Sahni Agreement) or the Company terminates Mr. Sahni’s employment without Cause (as defined in the Sahni Agreement) not in connection with a Change in Control (as defined in the Company’s 2021 Equity Incentive Plan), then Mr. Sahni will be eligible to receive the following amended severance benefits: (1) 12 months of base salary, less applicable tax withholdings and paid in accordance with the Company’s regular payroll practices; (2) an amount equal to Mr. Sahni’s prorated annual performance bonus for the calendar year in which the termination occurs, based on actual performance metrics and calculated based on the number of days Mr. Sahni was employed during the applicable calendar year, less applicable tax withholdings, to be paid once the bonus calculation for such calendar year has been finalized; (3) up to 18 months of the employer portion of premiums under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) paid by the Company; (4) continued vesting of Mr. Sahni’s outstanding time-based equity awards for a period of 12 months following the date of termination, and continued vesting of Mr. Sahni’s outstanding performance-based stock unit awards for a period of 12 months following the date of termination based on (A) actual or trending performance through the end of such 12-month period, prorated for the period of Mr. Sahni’s service plus the 12-month additional enhanced vesting period, or (B) if actual performance cannot be determined at such time, target performance.

If Mr. Sahni resigns for Good Reason or the Company terminates his employment without Cause within three months prior to or twelve months following the effective date of a Change in Control, then Mr. Sahni will also be eligible to receive the following amended severance benefits: (1) 18 months of base salary, less applicable tax withholdings, paid in a lump sum on the 60th day following the qualifying termination; (2) an amount equal to 150% of Mr. Sahni’s target annual performance bonus for the calendar year in which the termination occurs, less applicable tax withholdings, paid in a lump sum on the 60thday following the qualifying termination; (3) all of Mr. Sahni’s outstanding and unvested time-based and performance-based equity awards (at 100% of target) held immediately prior to the termination date will become fully vested and immediately exercisable; (4) up to 24 months of the employer portion of COBRA premiums paid by the Company; and (5) if such qualifying termination in connection with a Change in Control occurs prior to December 31, 2026, the payment of Mr. Sahni’s one-time cash bonus of $400,000 will be accelerated and paid upon the date of such termination.

As a condition to receiving the severance benefits set forth above, Mr. Sahni must sign and comply with a separation agreement in a form presented by the Company, containing among other terms a general release of claims.

Additionally, the repayment terms applicable to Mr. Sahni’s one-time cash bonus of $400,000, to be paid in December 2026, as disclosed in the Original 8-K are revised to provide that in the event Mr. Sahni is terminated for Cause or he resigns without Good Reason (each as defined in the Sahni Agreement) within the one-year period following the Effective Date, he will be required to repay a pro-rated portion of the after-tax amount of this one-time cash bonus based on the time served within the one-year period.

Except as set forth above or as described in the Original 8-K, the terms of Mr. Sahni’s employment will remain in effect or as set forth in the Sahni Agreement.

The foregoing summary of the Sahni Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Sahni Amendment, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			XOMETRY, INC.
Date:	July 31, 2026	By:	/s/ James Miln
			James Miln Chief Financial Officer

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