Did any of the Xometry (XMTR) share sales relate to tax withholding on RSU vesting?

Yes. A footnote explains that some shares were sold to cover tax withholding obligations arising from the vesting of restricted stock units. This indicates that a portion of the sales was driven by tax requirements rather than discretionary portfolio changes.

Xometry (XMTR) CSO sells 1,073 shares in pre-planned trades

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Xometry, Inc. Chief Sales Officer Subir Dutt reported open-market sales of a total of 1,073 shares of Class A common stock on July 2, 2026. The reported sale prices ranged from about $90.93 to $97.18 per share across several small transactions. According to the filing, at least part of these sales was executed automatically under a pre-arranged Rule 10b5-1 trading plan and a portion was used to cover tax withholding obligations tied to vesting restricted stock units. After the transactions, Dutt directly held 93,716 shares of Xometry Class A common stock.

Insider Trade Summary 10b5-1

Net Seller: 1,073 shares ($100,204)

Net Sell 6 txns

Insider Dutt Subir

Role Chief Sales Officer

Sold 1,073 shs ($100K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	274	$90.9324	$25K
Sale	Class A Common Stock	310	$92.4968	$29K
Sale	Class A Common Stock	137	$93.4848	$13K
Sale	Class A Common Stock	100	$94.8314	$9K
Sale	Class A Common Stock	199	$96.3466	$19K
Sale	Class A Common Stock	53	$97.18	$5K

Holdings After Transaction: Class A Common Stock — 94,515 shares (Direct, null)

Footnotes (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. These shares were sold by the reporting person to cover tax withholding obligations in connection with the vesting of restricted stock units. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.63 to $91.22, 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) through (7) to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.15 to $92.97, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $93.405 to $93.625, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $94.41 to $94.84, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.10 to $96.67, inclusive.

Key Figures

Shares sold: 1,073 shares Highest reported sale price: $97.18 per share Lowest reported sale price: $90.9324 per share +3 more

6 metrics

Shares sold 1,073 shares Total Class A common stock sold on July 2, 2026

Highest reported sale price $97.18 per share Open-market sale price for 53 shares

Lowest reported sale price $90.9324 per share Open-market sale price for 274 shares

Shares remaining after trades 93,716 shares Direct Class A holdings following reported sales

Largest single trade size 310 shares Open-market sale at $92.4968 per share

Net buy/sell direction Net sale of 1,073 shares Form 4 transaction summary netBuySellShares

Key Terms

Rule 10b5-1 trading plan, restricted stock units, weighted average price, open-market sale, +1 more

5 terms

Rule 10b5-1 trading plan regulatory

"transaction that was effected automatically pursuant to a Rule 10b5-1 trading plan adopted by the reporting person"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

restricted stock units financial

"sold by the reporting person to cover tax withholding obligations in connection with the vesting of restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

weighted average price financial

"The price reported in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

non-derivative financial

"transaction_type": "non-derivative""

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/06/2026 - 05:05 PM Accepted by SEC EDGAR 07/06/2026 - 05:04 PM

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).

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^*

Dutt Subir

(Last)

(First)

(Middle)

C/O XOMETRY, INC.

6116 EXECUTIVE BLVD, SUITE 800

(Street)

NORTH BETHESDA

MARYLAND

20852

(City)

(State)

(Zip)

UNITED STATES

(Country)

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 Sales Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	07/02/2026		S⁽¹⁾⁽²⁾		274	D	$90.9324⁽³⁾	94,515	D
Class A Common Stock	07/02/2026		S⁽¹⁾⁽²⁾		310	D	$92.4968⁽⁴⁾	94,205	D
Class A Common Stock	07/02/2026		S⁽¹⁾⁽²⁾		137	D	$93.4848⁽⁵⁾	94,068	D
Class A Common Stock	07/02/2026		S⁽¹⁾⁽²⁾		100	D	$94.8314⁽⁶⁾	93,968	D
Class A Common Stock	07/02/2026		S⁽¹⁾⁽²⁾		199	D	$96.3466⁽⁷⁾	93,769	D
Class A Common Stock	07/02/2026		S⁽¹⁾⁽²⁾		53	D	$97.18	93,716	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 $90.63 to $91.22, 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) through (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 $92.15 to $92.97, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $93.405 to $93.625, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $94.41 to $94.84, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.10 to $96.67, inclusive.

Remarks:

	/s/ Kristie Scott, Attorney-in-Fact	07/06/2026
	** 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).
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Xometry (XMTR) Chief Sales Officer Subir Dutt report in this Form 4?

Subir Dutt reported selling 1,073 shares of Xometry Class A common stock in several open-market transactions on July 2, 2026. These trades were small in size and spread across multiple price points disclosed in the filing.

At what prices were the Xometry (XMTR) shares sold by the Chief Sales Officer?

The reported sale prices ranged from about $90.93 to $97.18 per share across six transactions. Each line item shows a specific weighted average price, with additional footnotes describing narrower price ranges for the underlying individual trades.

How many Xometry (XMTR) shares does Subir Dutt hold after these transactions?

Following the reported sales, Subir Dutt directly holds 93,716 shares of Xometry Class A common stock. This post-transaction holding figure comes from the Form 4 and reflects his remaining direct ownership after the July 2, 2026 trades.

Were the Xometry (XMTR) insider sales made under a Rule 10b5-1 trading plan?

Yes. The filing states that the shares were sold automatically under a Rule 10b5-1 trading plan adopted by the reporting person at least 90 days before trading. Such plans pre-schedule transactions and can reduce the significance of trade timing.

What type of security did the Xometry (XMTR) insider sell in this filing?

All reported transactions involve Xometry Class A common stock, categorized as non-derivative securities. There are no derivative exercises or option conversions in this Form 4, and the derivative position summary section is empty in the data provided.