Xometry (XMTR) CEO logs stock sales and large RSU grant

Rhea-AI Filing Summary

Xometry, Inc. Chief Executive Officer Randolph Altschuler reported both stock sales and an equity award. On February 26, 2026, he sold a total of 31,928 shares of Class A common stock in multiple open-market transactions at weighted average prices ranging from about $40.905 to $44.81 per share, leaving 372,377 Class A shares held directly afterward. Footnotes state that these sales were executed automatically under a Rule 10b5-1 trading plan and that some shares were sold to cover tax withholding obligations related to vesting.

On February 24, 2026, Altschuler acquired 108,860 restricted stock units (RSUs) tied to 2025 performance, following Board certification of the performance conditions. One-third of the underlying shares vested on February 24, 2026, and the remainder is scheduled to vest in equal installments on February 24, 2027 and February 24, 2028, subject to his continuous service. He also reports additional indirect holdings, including Class A shares held by his spouse and several family trusts, and 1,475,311 Class B shares held directly.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Altschuler Randolph

(Last) (First) (Middle)

C/O XOMETRY, INC.

6116 EXECUTIVE BLVD, SUITE 800

(Street)

NORTH BETHESDA MD 20852

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Xometry, Inc. [ XMTR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/24/2026		A		108,860(1)	A	$0.00	404,305	D
Class B Common Stock								1,475,311	D
Class A Common Stock								591,270	I	Held by spouse
Class A Common Stock								85,582	I	See footnote(2)
Class A Common Stock								324,533	I	See footnote(3)
Class A Common Stock								324,533	I	See footnote(4)
Class A Common Stock								324,533	I	See footnote(5)
Class A Common Stock								475,248	I	See footnote(6)
Class A Common Stock	02/26/2026		S(7)(8)		2,189	D	$41.367(9)	402,116	D
Class A Common Stock	02/26/2026		S(7)(8)		2,603	D	$42.5914(10)	399,513	D
Class A Common Stock	02/26/2026		S(7)(8)		18,764	D	$43.4316(11)	380,749	D
Class A Common Stock	02/26/2026		S(7)(8)		8,372	D	$44.2825(12)	372,377	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents restricted stock units ("RSU") that were granted in March 2025 subject to performance-based vesting conditions pertaining to 2025 performance, the achievement of which was certified by the Board on February 24, 2026. Of these RSUs, 1/3rd of the shares vested on February 24, 2026, and the remainder of the shares underlying the RSUs will vest in equal installments on each of February 24, 2027 and February 24, 2028, subject to the reporting person's continuous service.

2. Held by the 2021 Tigers Trust, over which the Reporting Person may be deemed to exercise voting control.

3. Held by the Matthew Sladkin Altschuler 2012 Trust, over which the Reporting Person may be deemed to exercise voting control.

4. Held by the Sasha Sladkin Altschuler 2012 Trust, over which the Reporting Person may be deemed to exercise voting control.

5. Held by the Noah Sladkin Altschuler 2012 Trust, over which the Reporting Person may be deemed to exercise voting control.

6. Held by the Altschuler Family Trust (2020), over which the Reporting Person may be deemed to exercise voting control.

7. The transaction reported in this Form 4 was effected automatically pursuant to a Rule 10b5-1 trading plan adopted by the reporting person at least 90 days prior to the trading date.

8. These shares were sold by the reporting person to cover tax withholding obligations in connection with the vesting of restricted stock units.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.905 to $41.88, inclusive. The reporting person undertakes to provide to Xometry, Inc., any security holder of Xometry, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price in the ranges set forth in footnotes (9), (10), (11) and (12) to this Form 4.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.93 to $42.93, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.94 to $43.93, inclusive.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.96 to $44.81, inclusive.

Remarks:

	/s/ Kristie Scott, Attorney-in-Fact	02/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did Xometry (XMTR) CEO Randolph Altschuler report in this Form 4?

He reported both stock sales and an equity award. The filing shows multiple open-market sales of Class A shares and the acquisition of performance-based restricted stock units that began vesting after the Board certified 2025 results.

How many Xometry (XMTR) shares did the CEO sell and at what prices?

He sold 31,928 Class A shares in several open-market transactions. Weighted average sale prices ranged from about $40.905 to $44.81 per share, reflecting multiple trades within narrower price bands disclosed in the footnotes.

What equity award did the Xometry (XMTR) CEO receive in this filing?

He acquired 108,860 restricted stock units granted in March 2025. These RSUs were subject to 2025 performance conditions, which the Board certified on February 24, 2026, triggering partial vesting and scheduling future vesting dates.

How do the CEO’s new RSUs vest at Xometry (XMTR)?

One-third of the RSU shares vested on February 24, 2026. The remaining shares will vest in equal installments on February 24, 2027 and February 24, 2028, provided the CEO continues in service with the company.

Were the Xometry (XMTR) CEO share sales discretionary or pre-planned?

The filing states the reported sales were executed automatically. They occurred under a Rule 10b5-1 trading plan that the CEO adopted at least 90 days before the trading date, indicating a pre-arranged selling program.

Did the Xometry (XMTR) CEO sell shares to cover taxes on RSU vesting?

Yes. A footnote explains that some of the sold shares were used to cover tax withholding obligations. Those obligations arose in connection with the vesting of the CEO’s restricted stock units on February 24, 2026.

What additional Xometry (XMTR) holdings does the CEO report?

He reports direct ownership of Class A and 1,475,311 Class B shares. The filing also lists indirect Class A holdings through his spouse and several family trusts over which he may be deemed to exercise voting control, according to the footnotes.