Xometry insider disposes 1,298 shares to cover RSU taxes

Rhea-AI Filing Summary

Raghavan Vaidyanathan, Chief Technology Officer of Xometry, Inc. (XMTR), reported sales of company Class A common stock on 10/02/2025. The filing shows a total of 1,298 shares disposed in three automated transactions under a Rule 10b5-1 trading plan, with weighted-average prices of $49.2982, $50.8924, and $51.5629. The disclosures state these sales were made to satisfy tax withholding obligations from RSU vesting. Following the reported sales the beneficial ownership reported on the form decreased to 41,967 shares. The Form 4 was signed by an attorney-in-fact on 10/03/2025.

Positive

• Transactions were executed under a Rule 10b5-1 plan, indicating pre-planned sales
• Sales were to cover tax withholding obligations tied to RSU vesting, per the filer

Negative

• Insider beneficial ownership declined to 41,967 shares after the disposals
• Reported sales totaled 1,298 shares on a single trading date, which reduces insider stake

Insights

Corporate Governance Analyst

Insider sales were pre-planned and used for tax withholding.

The filing explicitly states the transactions were executed under a Rule 10b5-1 trading plan adopted at least 90 days prior to the trades, which indicates the sales were pre-authorized rather than opportunistic.

It also specifies the shares were sold to cover tax withholding on vested restricted stock units, which is a common, non-discretionary reason for insider dispositions.

Equity Markets Analyst

Sales totaled 1,298 shares at weighted-average prices near $49–$51.6.

The Form 4 shows three reported dispositions of 507, 742, and 49 shares on 10/02/2025, with weighted-average prices of $49.2982, $50.8924, and $51.5629.

Following these sales, the reported beneficial ownership declined to 41,967 shares; the filing does not provide any additional transactions or intent beyond tax withholding.

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
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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).

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)
10/02/2025

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	10/02/2025		S(1)(2)		507	D	$49.2982(3)	42,758	D
Class A Common Stock	10/02/2025		S(1)(2)		742	D	$50.8924(4)	42,016	D
Class A Common Stock	10/02/2025		S(1)(2)		49	D	$51.5629(5)	41,967	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 $48.965 to $49.61, 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) and (5) 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 $50.46 to $51.425, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.505 to $52.45, inclusive.

Remarks:

	/s/ Kristie Scott, Attorney-in-Fact	10/03/2025
	** 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

What did XMTR CTO Raghavan Vaidyanathan report on Form 4?

He reported selling a total of 1,298 Class A shares on 10/02/2025 in three transactions under a Rule 10b5-1 plan.

Why were the XMTR shares sold by the reporting person?

The Form 4 states the shares were sold to cover tax withholding obligations resulting from the vesting of restricted stock units.

At what prices were the XMTR shares sold?

The filing reports weighted-average prices of $49.2982, $50.8924, and $51.5629 across the three disposals.

How many shares does the reporting person own after the sales?

The Form 4 shows beneficial ownership of 41,967 Class A shares following the reported transactions.

Were the transactions discretionary trades?

No; the filing states the sales were effected automatically pursuant to a Rule 10b5-1 trading plan adopted at least 90 days prior to the trading date.