Xometry (NASDAQ: XMTR) CSO Dutt Subir sells 3,929 shares under 10b5-1

Rhea-AI Filing Summary

Xometry Chief Sales Officer Dutt Subir reported multiple open-market sales of Class A common stock on January 5, 2026. The Form 4 shows five separate sales totaling 3,929 shares at prices ranging from $63.41 to $67.95 per share, with reported weighted average prices including $63.6624, $64.77, $66.8308, $67.849 and $65. After these transactions, he beneficially owned 67,419 shares directly. The filing states that the trades were executed automatically under a Rule 10b5-1 trading plan adopted at least 90 days earlier, and notes that certain shares were sold to cover tax withholding obligations related to vesting restricted stock units.

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

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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).

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^*

Dutt Subir

(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 Sales Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/05/2026

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	01/05/2026		S(1)(2)		137	D	$63.6624(3)	71,211	D
Class A Common Stock	01/05/2026		S(1)(2)		131	D	$64.77	71,080	D
Class A Common Stock	01/05/2026		S(1)(2)		899	D	$66.8308(4)	70,181	D
Class A Common Stock	01/05/2026		S(1)(2)		262	D	$67.849(5)	69,919	D
Class A Common Stock	01/05/2026		S(1)		2,500	D	$65	67,419	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. The transaction reported in this Form 4 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 $63.41 to $63.67, 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 $66.395 to $67.14, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.58 to $67.95, inclusive.

Remarks:

	/s/ Kristie Scott, Attorney-in-Fact	01/06/2026
	** 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.
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FAQ

What insider transaction did XMTR report in this Form 4?

The filing reports that Dutt Subir, Chief Sales Officer of Xometry, sold a total of 3,929 shares of Class A common stock in multiple transactions on January 5, 2026.

Who is the insider involved in the XMTR Form 4 filing?

The reporting person is Dutt Subir, who serves as Chief Sales Officer of Xometry, Inc. and is identified as an officer but not a director or 10% owner.

At what prices were the Xometry (XMTR) shares sold by the CSO?

The reported weighted average sale prices include $63.6624, $64.77, $66.8308, $67.849 and $65.00 per share, with underlying trades occurring in ranges from $63.41 up to $67.95 per share.

How many Xometry shares does the CSO own after these transactions?

Following the reported sales, Dutt Subir beneficially owned 67,419 shares of Xometry Class A common stock, held directly.

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

Yes. A footnote states that the transaction reported in this Form 4 was effected automatically pursuant to a Rule 10b5-1 trading plan adopted by the reporting person at least 90 days before the trading date.

Why were some of the Xometry shares sold by the CSO?

All reported transactions involved Class A Common Stock of Xometry, Inc., and no derivative securities were reported in Table II.