Xometry (XMTR) reshapes CEO and Executive Chair compensation packages

Rhea-AI Filing Summary

Xometry, Inc. filed an amended report detailing new compensation terms for incoming CEO Sanjeev Singh Sahni and future Executive Chair Randolph Altschuler, effective July 1, 2026.

Mr. Sahni’s base salary will rise from $473,800 to $600,000, his target bonus will increase from 70% to 100% of salary, and he will receive $3,600,000 in restricted stock units vesting quarterly over five years plus a one-time $400,000 cash bonus repayable if he is terminated for cause or resigns without good reason within 12 months of the effective date.

Mr. Altschuler’s compensation will be reduced as he becomes Executive Chair, with base salary decreasing from $504,700 to $400,000 and target bonus moving from 100% to 75% of salary, while other terms of both executives’ agreements remain unchanged.

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

CEO new base salary: $600,000 per year CEO prior base salary: $473,800 per year CEO target bonus change: From 70% to 100% of salary +5 more

8 metrics

CEO new base salary $600,000 per year Effective July 1, 2026 for Sanjeev Singh Sahni

CEO prior base salary $473,800 per year Before effective date of new role

CEO target bonus change From 70% to 100% of salary Annual performance bonus percentage

CEO RSU award value $3,600,000 Initial RSU grant under 2021 Equity Incentive Plan

One-time CEO cash bonus $400,000 Payable December 2026, subject to clawback conditions

Executive Chair new base salary $400,000 per year Effective July 1, 2026 for Randolph Altschuler

Executive Chair prior base salary $504,700 per year Before transition to Executive Chair role

Executive Chair target bonus change From 100% to 75% of salary Annual performance bonus percentage

Key Terms

restricted stock units, 2021 Equity Incentive Plan, Executive Chair of the Board, good reason, +1 more

5 terms

restricted stock units financial

"an initial equity award of restricted stock units (“RSUs”) under the Company’s 2021 Equity Incentive Plan"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

2021 Equity Incentive Plan financial

"RSUs under the Company’s 2021 Equity Incentive Plan with an aggregate value of $3,600,000"

Executive Chair of the Board financial

"who will serve as the Company's Executive Chair of the Board of Directors of the Company"

good reason financial

"he resigns without “good reason” (each as defined in the Sahni Agreement) within the 12-month period"

emerging growth company regulatory

"Emerging growth company Explanatory Note In accordance with Instruction 2 to Item 5.02"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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Understanding 8-K Material Events →

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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. 1 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 on February 24, 2026 (the “Original 8-K”) to provide the compensatory terms of the amended employment agreements for Sanjeev Singh Sahni, who will serve as the Company's Chief Executive Officer effective as of July 1, 2026 (the “Effective Date”), and Randolph Altschuler, who will serve as the Company's Executive Chair of the Board of Directors of the Company (the “Board”) effective as of 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 and Mr. Altschuler.

Compensatory Arrangements for Sanjeev Singh Sahni, Chief Executive Officer

In connection with his appointment as Chief Executive Officer, effective as of the Effective Date, Mr. Sahni will enter 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.

Pursuant to the Sahni Amendment, Mr. Sahni’s annual base salary will increase from $473,800 to $600,000, effective as of the Effective Date. Mr. Sahni’s annual performance bonus percentage will increase from 70% to 100% of his annual base salary, effective as of the Effective Date, provided that Mr. Sahni’s eligibility for any annual bonus for the portion of 2026 prior to the Effective Date remains subject to the terms in effect for such time period. The actual bonus earned will be subject to achievement of applicable performance metrics as determined by the Board or the compensation committee of the Board (the “Compensation Committee”). Within 10 days of the Effective Date, Mr. Sahni will be granted an initial equity award of restricted stock units (“RSUs”) under the Company’s 2021 Equity Incentive Plan with an aggregate value of $3,600,000 (the “RSU Award”) on the date of grant (the “Grant Date”), based on the trading-day average share price on the Nasdaq Global Select Market for the 20-trading-day period ending on the day prior to the Grant Date. The RSU Award will vest in equal quarterly installments over five years, beginning on January 1, 2027, subject to Mr. Sahni’s continued service with the Company through such vesting dates. Mr. Sahni will also be granted a one-time cash bonus of $400,000, to be paid in December 2026, provided 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 12-month period following the Effective Date, he will be required to repay 100% of this one-time cash bonus. Except as set forth above, the terms of Mr. Sahni’s employment will remain as previously in effect or as set forth in the Sahni Agreement.

Compensatory Arrangements for Randolph Altschuler, Executive Chair of the Board

In connection with his transition to Executive Chair of the Board, effective as of the Effective Date, Mr. Altschuler will enter into a second amendment (the “Altschuler Amendment”) to his employment agreement with the Company dated July 2, 2021, as previously amended on June 14, 2024 (collectively the agreement and the first amendment, the “Altschuler Agreement”).

Pursuant to the Altschuler Amendment, Mr. Altschuler’s annual base salary will decrease from $504,700 to $400,000, effective as of the Effective Date. Mr. Altschuler’s annual performance bonus percentage will decrease from 100% to 75% of his annual base salary, effective as of the Effective Date, provided that Mr. Altschuler’s eligibility for any annual bonus for the portion of 2026 prior to the Effective Date remains subject to the terms in effect for such time period. The actual bonus earned will be subject to achievement of applicable performance metrics as determined by the Board or the Compensation Committee. Except as set forth above, the terms of Mr. Altschuler’s employment will remain as previously in effect or as set forth in the Altschuler Agreement.

The foregoing summaries of the Sahni Amendment and Altschuler Amendment do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Sahni Amendment and Altschuler Amendment, as applicable, copies of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending 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:	June 18, 2026	By:	/s/ Randolph Altschuler
			Randolph Altschuler Chief Executive Officer

FAQ

How is Xometry (XMTR) changing compensation for its new CEO?

Xometry will raise CEO Sanjeev Singh Sahni’s base salary from $473,800 to $600,000 and increase his target annual bonus from 70% to 100% of salary. He also receives $3,600,000 in RSUs vesting quarterly over five years starting January 1, 2027.

What equity award will Xometry (XMTR) grant to its incoming CEO?

Within 10 days of July 1, 2026, Xometry will grant Sanjeev Singh Sahni RSUs valued at $3,600,000. The number of units is based on the 20‑day average Nasdaq trading price, and the award vests in equal quarterly installments over five years beginning January 1, 2027.

Does Xometry (XMTR) provide any special cash bonus to the new CEO?

Yes. Xometry will pay Sanjeev Singh Sahni a one-time $400,000 cash bonus in December 2026. He must repay the full amount if terminated for cause or resigning without good reason within 12 months after July 1, 2026, under his amended agreement.

How is compensation changing for Xometry (XMTR) Executive Chair Randolph Altschuler?

When Randolph Altschuler becomes Executive Chair on July 1, 2026, his base salary will decrease from $504,700 to $400,000. His target annual bonus percentage will also decline from 100% to 75% of salary, while other employment terms remain under the existing Altschuler Agreement.

When do the new Xometry (XMTR) executive compensation terms take effect?

The amended compensation arrangements for CEO Sanjeev Singh Sahni and Executive Chair Randolph Altschuler become effective July 1, 2026. Sahni’s RSU grant will occur within 10 days of that date, and his one-time $400,000 cash bonus is scheduled for payment in December 2026.

Filing Exhibits & Attachments

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