[Form 4] Xometry, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Form 4 filing for Xometry, Inc. (XMTR) dated 06/18/2025 details a small, pre-planned sale of Class A common stock by Chief Operating Officer Peter Goguen.

• Shares sold: 986 shares across two transactions on 06/17/2025.
• Prices: Weighted-average prices of $30.5116 (888 shares) and $30.925 (98 shares).
• Purpose: Sales executed automatically under a Rule 10b5-1 plan and used to cover tax-withholding obligations arising from restricted-stock-unit vesting.
• Post-sale ownership: 175,457 Class A shares remain under direct ownership, implying only a ~0.6 % reduction in the executive’s stake.

No derivative transactions, new grants, or material changes in ownership structure were reported. Given the modest size, 10b5-1 automation, and tax-coverage motivation, the filing appears routine and is unlikely to materially affect the investment thesis for XMTR.

Insights

Securities Analyst

TL;DR: Routine 10b5-1 tax-related sale; immaterial impact on XMTR.

Insider activity shows COO Peter Goguen sold 986 shares (≈ 0.6 % of his holdings) at ~$30.7 average to satisfy tax obligations linked to RSU vesting. Executed under a pre-arranged 10b5-1 plan, the trade does not indicate a discretionary change in sentiment. Final direct ownership remains robust at 175,457 shares, maintaining long-term alignment with shareholders. Given the minimal size relative to daily volume and insider’s remaining stake, the transaction is considered neutral for valuation and governance assessments.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Goguen Peter

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2025

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	06/17/2025		S(1)(2)		888	D	$30.5116(3)	175,555	D
Class A Common Stock	06/17/2025		S(1)(2)		98	D	$30.925(4)	175,457	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 shares sold in a transaction that 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.

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

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.91 to $30.90, 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 (3) and (4) to this Form 4.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.92 to $30.93, inclusive.

Remarks:

	/s/ Kristie Scott, Attorney-in-Fact	06/18/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many XMTR shares did COO Peter Goguen sell on 06/17/2025?

He disposed of 986 Class A shares in total.

What was the average selling price for the XMTR shares?

Weighted-average prices were $30.5116 for 888 shares and $30.925 for 98 shares.

Why were the XMTR shares sold?

The shares were sold automatically under a Rule 10b5-1 plan to cover tax-withholding obligations from RSU vesting.

How many XMTR shares does the executive own after the sale?

Post-transaction, Peter Goguen directly owns 175,457 Class A shares.

Does this Form 4 indicate a major shift in insider sentiment toward Xometry?

No. The filing reflects a routine, pre-planned, tax-related sale representing only ~0.6 % of the executive’s holdings.