Xometry (NASDAQ: XMTR) launches $215.2M stock sale at $85 a share
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Xometry, Inc. entered into an underwriting agreement for an underwritten public offering of 2,647,059 shares of its Class A common stock at $85.00 per share. The company expects to receive approximately $215.2 million in net proceeds after underwriting discounts, commissions and offering expenses.
The underwriters also have a 30-day option to purchase up to 397,058 additional shares at the same public offering price, less discounts and commissions. Closing of the offering is expected on June 3, 2026, and it is being conducted under Xometry’s automatic shelf registration statement on Form S-3 and a related prospectus supplement.
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Insights
Xometry is raising primary equity capital through a sizable underwritten stock sale.
Xometry is issuing 2,647,059 new Class A shares at $85.00 per share in an underwritten public offering, expecting net proceeds of about $215.2 million. This is structured as a firm-commitment deal with major banks acting as underwriters.
The underwriters hold a 30-day option for up to 397,058 additional shares, which could modestly increase the total capital raised if exercised. The transaction relies on the company’s automatic shelf registration on Form S-3 and is subject to customary closing conditions targeted for June 3, 2026.
8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Primary shares offered: 2,647,059 shares
Public offering price: $85.00 per share
Expected net proceeds: $215.2 million
+3 more
6 metrics
Primary shares offered
2,647,059 shares
Class A common stock in underwritten public offering
Public offering price
$85.00 per share
Class A common stock sale price
Expected net proceeds
$215.2 million
After underwriting discounts and offering expenses
Underwriters’ option shares
397,058 shares
Additional shares purchasable within 30 days
Option exercise period
30 days
Underwriters’ option to buy additional shares
Expected closing date
June 3, 2026
Targeted closing for the offering
Key Terms
underwritten public offering, automatic shelf registration statement, prospectus supplement, underwriting discounts and commissions, +1 more
5 terms
underwritten public offering financial
"relating to the issuance and sale in an underwritten public offering (the “Offering”)"
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.
automatic shelf registration statement regulatory
"pursuant to the Company’s automatic shelf registration statement on Form S-3"
An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.
prospectus supplement regulatory
"and a related prospectus supplement thereunder"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
underwriting discounts and commissions financial
"at a public offering price of $85.00 per share, less underwriting discounts and commissions"
Underwriting discounts and commissions are fees paid to financial institutions that help sell new securities to investors. They act like a commission for their role in connecting companies with buyers, often reducing the amount of money the issuing company raises. For investors, understanding these costs helps gauge how much of their investment is going toward the actual securities versus fees paid to middlemen.
indemnification obligations regulatory
"indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933"
A company's indemnification obligations are promises it has made to cover certain losses, legal costs, or damages that another party might suffer because of the company’s actions or events tied to a deal. Think of it like a guarantee or built-in insurance: if something goes wrong, the company must step in and pay. For investors this matters because these potential payouts create contingent liabilities that can reduce cash, raise legal exposure, and affect a company’s value and risk profile.
FAQ
What did Xometry (XMTR) announce in this 8-K filing?
Xometry announced an underwritten public offering of 2,647,059 Class A common shares at $85.00 per share. The transaction is documented in an underwriting agreement with J.P. Morgan Securities and Goldman Sachs acting as representatives of the underwriters.
How much capital does Xometry (XMTR) expect to raise from the offering?
Xometry expects net proceeds of approximately $215.2 million from the offering. This figure is after deducting underwriting discounts, commissions and estimated offering expenses that the company is responsible for paying in connection with the transaction.
When is the Xometry (XMTR) stock offering expected to close?
The offering is expected to close on June 3, 2026, subject to customary closing conditions. These conditions are defined in the underwriting agreement between Xometry and the underwriters overseeing the transaction.
Under what registration statement is the Xometry (XMTR) offering being made?
The offering is being made under Xometry’s automatic shelf registration statement on Form S-3, file number 333-296394. A related prospectus supplement filed with the SEC provides additional terms specific to this transaction.