Xometry (XMTR) CFO awarded 54,428 RSUs, then sells 15,103 shares

Rhea-AI Filing Summary

Xometry, Inc. Chief Financial Officer James Miln reported multiple stock transactions involving the company’s Class A common stock. On February 24, 2026, he acquired 54,428 shares through a performance-based restricted stock unit award, with one-third vesting immediately and the remainder vesting in equal installments on February 24, 2027 and February 24, 2028, subject to his continued service.

On February 26, 2026, he executed open-market sales totaling 15,103 shares at weighted average prices between approximately $40.99 and $44.74. The sales were effected automatically under a Rule 10b5-1 trading plan and include shares sold to cover tax withholding obligations from the RSU vesting. After these transactions, he directly held 173,123 shares of Xometry Class A common stock.

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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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).

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^*

Miln James

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

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	02/24/2026		A		54,428(1)	A	$0.00	188,226	D
Class A Common Stock	02/26/2026		S(2)(3)		960	D	$41.4167(4)	187,266	D
Class A Common Stock	02/26/2026		S(2)(3)		1,331	D	$42.6195(5)	185,935	D
Class A Common Stock	02/26/2026		S(2)(3)		9,429	D	$43.4722(6)	176,506	D
Class A Common Stock	02/26/2026		S(2)(3)		3,383	D	$44.3158(7)	173,123	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 restricted stock units ("RSU") that were granted in March 2025 subject to performance-based vesting conditions pertaining to 2025 performance, the achievement of which was certified by the Board on February 24, 2026. Of these RSUs, 1/3rd of the shares vested on February 24, 2026, and the remainder of the shares underlying the RSUs will vest in equal installments on each of February 24, 2027 and February 24, 2028, subject to the reporting person's continuous service.

2. 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.

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

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.99 to $41.88, 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 (4), (5), (6) and (7) to this Form 4.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.00 to $42.93, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.02 to $43.98, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.095 to $44.74, inclusive.

Remarks:

	/s/ Kristie Scott, Attorney-in-Fact	02/26/2026
	** 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.

FAQ

What insider transactions did Xometry (XMTR) CFO James Miln report?

Xometry CFO James Miln reported receiving 54,428 performance-based restricted stock units and selling 15,103 Class A shares. The award partly vested on February 24, 2026, while the sales on February 26, 2026 occurred under a pre-arranged Rule 10b5-1 trading plan.

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

James Miln sold a total of 15,103 Xometry Class A shares on February 26, 2026. The weighted average prices for the grouped trades ranged from about $40.99 to $44.74 per share, with individual transactions executed within these reported price ranges.

Why did the Xometry (XMTR) CFO sell shares on February 26, 2026?

The filing states the sales were executed automatically under a Rule 10b5-1 trading plan. It also notes that some shares were sold specifically to cover tax withholding obligations arising from the vesting of previously granted restricted stock units.

What restricted stock award did the Xometry (XMTR) CFO receive?

James Miln received 54,428 restricted stock units granted in March 2025, tied to 2025 performance conditions certified on February 24, 2026. One-third vested on that certification date, with the remaining units vesting equally in 2027 and 2028, contingent on continued service.

How many Xometry (XMTR) shares does the CFO own after these transactions?

Following the reported grant and subsequent sales, James Miln directly held 173,123 shares of Xometry Class A common stock. This post-transaction ownership figure reflects all Form 4 transactions disclosed in the filing as of February 26, 2026.

Were the Xometry (XMTR) CFO’s share sales discretionary or pre-planned?

The filing specifies that the reported sales were carried out automatically under a Rule 10b5-1 trading plan. Such plans are adopted in advance and allow pre-scheduled trades, helping separate trading decisions from potential access to material nonpublic information.