Xometry (XMTR) CTO nets RSU grant and tax-related share sales

Rhea-AI Filing Summary

Xometry, Inc.’s Chief Technology Officer, Raghavan Vaidyanathan, reported both an equity award and related share sales. He acquired 30,479 shares of Class A common stock on February 24, 2026 through a grant of restricted stock units tied to 2025 performance, after the board certified those results. One-third of these RSUs vested immediately on February 24, 2026, with the remaining shares scheduled to vest in equal installments on February 24, 2027 and February 24, 2028, as long as he remains in continuous service.

On February 26, 2026, he executed open‑market sales totaling 4,572 shares at weighted average prices of $41.585, $43.4142 and $44.2603 per share. According to the filing, these sales were executed automatically under a Rule 10b5‑1 trading plan and were made to cover tax withholding obligations arising from the RSU vesting. After these transactions, he directly holds 64,304 shares of Xometry Class A common stock.

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

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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^*

Raghavan Vaidyanathan

(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 Technology 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		30,479(1)	A	$0.00	68,876	D
Class A Common Stock	02/26/2026		S(2)(3)		439	D	$41.585(4)	68,437	D
Class A Common Stock	02/26/2026		S(2)(3)		3,023	D	$43.4142(5)	65,414	D
Class A Common Stock	02/26/2026		S(2)(3)		1,110	D	$44.2603(6)	64,304	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. 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.

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

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.17 to $42.03, 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 (4), (5) and (6) to this Form 4.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.88 to $43.845, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.90 to $44.75, 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.
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

What insider transactions did Xometry (XMTR) report for its CTO?

Xometry reported that CTO Raghavan Vaidyanathan received 30,479 Class A shares via a restricted stock unit grant and sold 4,572 shares in open-market transactions on February 26, 2026 to cover tax withholding obligations from the vesting.

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

The CTO sold 4,572 Xometry Class A shares in three trades at weighted average prices of $41.585, $43.4142 and $44.2603 per share, with the transactions executed automatically under a pre-established Rule 10b5-1 trading plan.

What equity award did Xometry (XMTR) grant to its CTO in connection with 2025 performance?

Xometry granted its CTO 30,479 restricted stock units in March 2025, subject to 2025 performance conditions. The board certified achievement on February 24, 2026, triggering vesting of one-third of the award on that date and scheduling the rest for 2027 and 2028.

How will the CTO’s Xometry (XMTR) RSUs vest over time?

Of the 30,479 performance-based RSUs, one-third vested on February 24, 2026. The remaining two-thirds are scheduled to vest in equal installments on February 24, 2027 and February 24, 2028, contingent on the CTO’s continued service with Xometry.

Why were Xometry (XMTR) shares sold by the CTO on February 26, 2026?

The filing states that the CTO’s February 26, 2026 sales of 4,572 Xometry shares were conducted to cover tax withholding obligations linked to the vesting of restricted stock units, and were carried out automatically under a Rule 10b5-1 trading plan.

How many Xometry (XMTR) shares does the CTO own after these transactions?

After the reported grant and subsequent sales, the CTO directly owns 64,304 shares of Xometry Class A common stock. This reflects his remaining beneficial stake following the tax-related sales tied to the vesting of his performance-based RSU award.