Xometry (XMTR) CEO reports Rule 10b5-1 tax withholding share sales

Rhea-AI Filing Summary

Xometry, Inc. Chief Executive Officer and director Randolph Altschuler reported automatic sales of Class A common stock on January 5, 2026 under a pre-established Rule 10b5-1 trading plan. The disclosure states that these sales were made to cover tax withholding obligations arising from the vesting of restricted stock units, and were executed in multiple tranches, including 8,836 shares at a weighted average price of $66.8491 and 2,924 shares at a weighted average price of $67.6935.

Following the reported transactions, Altschuler beneficially owned 295,445 shares of Class A common stock and 1,475,311 shares of Class B common stock directly. He also reported indirect beneficial ownership of additional Class A shares held through several family trusts, over which he may be deemed to exercise voting control, as well as 591,270 Class A shares held by his spouse.

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^*

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)
01/05/2026

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	01/05/2026		S(1)(2)		926	D	$63.3219(3)	309,345	D
Class A Common Stock	01/05/2026		S(1)(2)		1,315	D	$64.3801(4)	308,030	D
Class A Common Stock	01/05/2026		S(1)(2)		825	D	$66.0725(5)	307,205	D
Class A Common Stock	01/05/2026		S(1)(2)		8,836	D	$66.8491(6)	298,369	D
Class A Common Stock	01/05/2026		S(1)(2)		2,924	D	$67.6935(7)	295,445	D
Class B Common Stock								1,475,311	D
Class A Common Stock								85,582	I	See footnote(8)
Class A Common Stock								324,533	I	See footnote(9)
Class A Common Stock								324,533	I	See footnote(10)
Class A Common Stock								324,533	I	See footnote(11)
Class A Common Stock								475,248	I	See footnote(12)
Class A Common Stock								591,270	I	Held by spouse

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. 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.

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 $62.945 to $63.79, 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), (4), (5), (6) and (7) 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 $64.005 to $65.00, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.36 to $66.24, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.37 to $67.285, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.465 to $67.89, inclusive.

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

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

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

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

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

Remarks:

	/s/ Kristie Scott, Attorney-in-Fact	01/06/2026
	** 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).
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FAQ

What insider transaction did Xometry (XMTR) disclose in this Form 4?

The filing reports that Randolph Altschuler, Chief Executive Officer and director of Xometry, Inc., sold shares of Class A common stock on January 5, 2026. These sales were made in several market transactions and are reported as open-market sales of non-derivative securities.

How many Xometry Class A shares did the CEO sell and at what prices?

The CEO reported five separate sales of Class A common stock on January 5, 2026, including 8,836 shares at a weighted average price of $66.8491 and 2,924 shares at a weighted average price of $67.6935. Additional tranches included 926 shares at $63.3219, 1,315 shares at $64.3801, and 825 shares at $66.0725, each described as weighted average prices.

Were the Xometry CEO’s share sales under a Rule 10b5-1 trading plan?

Yes. A footnote explains that the transactions were effected automatically under a Rule 10b5-1 trading plan adopted by the reporting person at least 90 days before the trading date. Rule 10b5-1 plans allow pre-arranged trading according to preset instructions.

Why were these Xometry shares sold according to the Form 4?

The disclosure states that the shares were sold by the reporting person to cover tax withholding obligations connected to the vesting of restricted stock units. This indicates the sales were linked to tax obligations arising from equity compensation vesting.

How many Xometry shares does the CEO own after these transactions?

After the reported transactions, the CEO beneficially owned 295,445 shares of Class A common stock and 1,475,311 shares of Class B common stock directly. He also reported indirect beneficial ownership of additional Class A shares held through multiple family trusts and 591,270 Class A shares held by his spouse.

What is the role of the family trusts mentioned in the Xometry Form 4?

The Form 4 lists several indirect holdings of Class A common stock, including shares held by the 2021 Tigers Trust, the Matthew Sladkin Altschuler 2012 Trust, the Sasha Sladkin Altschuler 2012 Trust, the Noah Sladkin Altschuler 2012 Trust, and the Altschuler Family Trust (2020). Footnotes state these are held by the respective trusts and that the reporting person may be deemed to exercise voting control over them.