Did the Xometry (XMTR) Form 4 involve tax-related share sales?

Yes. One footnote states that some of the reported shares were sold to cover tax withholding obligations arising from the vesting of restricted stock units, indicating part of the disposition was tied to compensation-related tax requirements rather than ordinary portfolio rebalancing.

Xometry (NASDAQ: XMTR) sales chief sells 699 shares in plan

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Xometry, Inc. Chief Sales Officer Subir Dutt reported selling a total of 699 shares of Class A Common Stock in three open-market transactions on April 2, 2026 at weighted average prices between about $40 and $42 per share. The filing notes that the sales were effected automatically under a pre-arranged Rule 10b5-1 trading plan adopted at least 90 days before the trade date and that a portion of the shares was sold to cover tax withholding obligations related to vesting restricted stock units. After these transactions, Dutt directly holds 109,732 shares of Xometry Class A Common Stock.

Insider Trade Summary 10b5-1

Net Seller: 699 shares ($29,188)

Net Sell 3 txns

Insider Dutt Subir

Role Chief Sales Officer

Sold 699 shs ($29K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	127	$40.8207	$5K
Sale	Class A Common Stock	509	$41.8997	$21K
Sale	Class A Common Stock	63	$42.4895	$3K

Holdings After Transaction: Class A Common Stock — 110,304 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 $40.24 to $41.22, 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), (4) and (5) 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 $41.32 to $42.19, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.48 to $42.49, inclusive.

Key Figures

Total shares sold: 699 shares First sale price: $40.8207 per share Second sale price: $41.8997 per share +4 more

7 metrics

Total shares sold 699 shares Net open-market sales on April 2, 2026

First sale price $40.8207 per share 127 shares of Class A Common Stock sold

Second sale price $41.8997 per share 509 shares of Class A Common Stock sold

Third sale price $42.4895 per share 63 shares of Class A Common Stock sold

Holdings after transactions 109,732 shares Direct Class A Common Stock held by Subir Dutt after final sale

Low price range $40.24 per share Lower end of weighted average price range in one sale

High price range $42.49 per share Upper end of weighted average price range in one sale

Key Terms

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

5 terms

Rule 10b5-1 trading plan regulatory

"transaction that was effected automatically pursuant to a Rule 10b5-1 trading plan"

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.

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.

restricted stock units financial

"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.

tax withholding obligations financial

"sold by the reporting person to cover tax withholding obligations"

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.

Form 4 Insider Transactions: What Each Field Means →

04/03/2026 - 04:11 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)
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⁾		127	D	$40.8207⁽³⁾	110,304	D
Class A Common Stock	04/02/2026		S⁽¹⁾⁽²⁾		509	D	$41.8997⁽⁴⁾	109,795	D
Class A Common Stock	04/02/2026		S⁽¹⁾⁽²⁾		63	D	$42.4895⁽⁵⁾	109,732	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 $40.24 to $41.22, 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), (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 $41.32 to $42.19, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.48 to $42.49, 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) disclose for Subir Dutt?

Xometry disclosed that Chief Sales Officer Subir Dutt sold 699 shares of Class A Common Stock in three open-market transactions on April 2, 2026, under a pre-arranged Rule 10b5-1 trading plan, while retaining a substantial remaining direct holding.

At what prices did Subir Dutt sell Xometry (XMTR) shares?

The reported weighted average sale prices were $40.8207, $41.8997, and $42.4895 per share. Footnotes state these represent multiple trades in ranges from $40.24 to $42.49, and full price breakdowns are available upon request from Xometry or the SEC staff.

How many Xometry (XMTR) shares does Subir Dutt hold after this Form 4?

Following the reported transactions, Chief Sales Officer Subir Dutt directly holds 109,732 shares of Xometry Class A Common Stock. This figure comes from the post-transaction ownership line in the Form 4 for the final sale recorded on April 2, 2026.

Was the Xometry (XMTR) insider sale made under a Rule 10b5-1 plan?

Yes. A footnote explains the shares were sold automatically under a Rule 10b5-1 trading plan adopted by Subir Dutt at least 90 days before the April 2, 2026 trading date, indicating the transactions were pre-planned rather than discretionary in timing.

How many total Xometry (XMTR) shares did Subir Dutt sell in this filing?

Across the three open-market transactions reported, Subir Dutt sold a combined 699 shares of Xometry Class A Common Stock. The transaction summary in the Form 4 aggregates these into a net-sell direction with 699 shares disposed on April 2, 2026.