Xometry (NASDAQ: XMTR) CTO sells 1,865 shares under Rule 10b5-1 plan

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Xometry, Inc. Chief Technology Officer Raghavan Vaidyanathan reported open-market sales of 1,865 shares of Class A Common Stock. The transactions on April 2, 2026 were executed at weighted average prices of $40.2856, $41.8701, and $42.48 per share.

According to the footnotes, these trades were effected automatically under a Rule 10b5-1 trading plan that was adopted at least 90 days before the trading date, and a portion of the shares was sold to cover tax withholding obligations related to vesting restricted stock units. After these sales, Vaidyanathan directly holds 142,643 shares of Xometry Class A Common Stock.

Insights

Xometry's CTO made small, pre-planned share sales tied to tax and compensation.

The filing shows Xometry’s Chief Technology Officer, Raghavan Vaidyanathan, sold 1,865 shares of Class A Common Stock in three open-market transactions, with prices around $40–$42.48 per share. All transactions involved non-derivative common stock, with no option exercises reported.

Footnotes state the trades were executed automatically under a Rule 10b5-1 trading plan adopted at least 90 days earlier, and some shares were sold to cover tax withholding obligations from restricted stock unit vesting. After the transactions, he still directly holds 142,643 shares, indicating these are routine liquidity and tax-related moves rather than a large reduction in his overall equity stake.

Insider Trade Summary 10b5-1

Net Seller: 1,865 shares ($77,893)

Net Sell 3 txns

Insider Raghavan Vaidyanathan

Role Chief Technology Officer

Sold 1,865 shs ($78K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	179	$40.2856	$7K
Sale	Class A Common Stock	1,541	$41.8701	$65K
Sale	Class A Common Stock	145	$42.48	$6K

Holdings After Transaction: Class A Common Stock — 144,329 shares (Direct)

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 $40.19 to $40.68, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.255 to $42.185, inclusive.

Key Figures

Total shares sold: 1,865 shares Sale price (lot 1): $40.2856 per share Sale price (lot 2): $41.8701 per share +4 more

7 metrics

Total shares sold 1,865 shares Open-market sales of Class A Common Stock on April 2, 2026

Sale price (lot 1) $40.2856 per share Weighted average price for 179 shares sold

Sale price (lot 2) $41.8701 per share Weighted average price for 1,541 shares sold

Sale price (lot 3) $42.48 per share Price for 145 shares sold

Price range (lot 1) $40.19–$40.68 Multiple transactions within this range for first sale block

Price range (lot 2) $41.255–$42.185 Multiple transactions within this range for second sale block

Shares held after transactions 142,643 shares Direct holdings of CTO after April 2, 2026 sales

Key Terms

Rule 10b5-1 trading plan, restricted stock units, weighted average price, tax withholding obligations, +1 more

5 terms

Rule 10b5-1 trading plan financial

"Represents shares sold in a 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

"These shares were 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. These shares were sold in multiple transactions"

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.

tax withholding obligations financial

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

open-market sale financial

"transaction_action: "open-market sale" with transaction code S"

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.

Form 4 Insider Transactions: What Each Field Means →

04/03/2026 - 04:04 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^*

Raghavan Vaidyanathan

(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 Technology Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2026

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	04/02/2026		S⁽¹⁾⁽²⁾		179	D	$40.2856⁽³⁾	144,329	D
Class A Common Stock	04/02/2026		S⁽¹⁾⁽²⁾		1,541	D	$41.8701⁽⁴⁾	142,788	D
Class A Common Stock	04/02/2026		S⁽¹⁾⁽²⁾		145	D	$42.48	142,643	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 $40.19 to $40.68, 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 $41.255 to $42.185, inclusive.

Remarks:

	/s/ Kristie Scott, Attorney-in-Fact	04/03/2026
	** 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 insider transaction did Xometry (XMTR) CTO report on this Form 4?

Xometry’s Chief Technology Officer, Raghavan Vaidyanathan, reported selling 1,865 shares of Class A Common Stock. The sales occurred on April 2, 2026, across three open-market transactions at weighted average prices between about $40 and $42.48 per share.

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

The CTO sold a total of 1,865 Xometry Class A shares. The reported weighted average sale prices were $40.2856, $41.8701, and $42.48 per share, with detailed price ranges from $40.19 to $42.185 disclosed in the footnotes.

Were the recent XMTR insider sales made under a Rule 10b5-1 plan?

Yes. The filing states the shares were sold automatically under a Rule 10b5-1 trading plan. That plan was adopted by the reporting person at least 90 days before the trading date, indicating the sales were pre-arranged rather than discretionary market timing.

Why did the Xometry (XMTR) CTO sell some shares according to the Form 4 footnotes?

The Form 4 explains that certain shares were sold to cover tax withholding obligations. These obligations arose in connection with the vesting of restricted stock units, meaning part of the sales were driven by tax requirements tied to equity compensation.

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

After the reported sales, the CTO directly holds 142,643 shares of Xometry Class A Common Stock. This post-transaction balance, disclosed in the Form 4 tables, shows he retains a substantial equity position in the company following the relatively small sale.

Did the Xometry (XMTR) Form 4 include any option exercises or derivative securities?

No. All reported transactions involved non-derivative Class A Common Stock with transaction code S for open-market sales. The derivativeSummary section is empty, and the filing shows no option exercises or other derivative security transactions in this report.