Xometry, Inc. Schedule 13G/A reports that PRIMECAP MANAGEMENT CO/CA/ beneficially owns 6,495,497 shares of common stock, representing 12.9% of the class. The filing shows sole voting power of 6,431,097 shares and sole dispositive power of 6,495,497 shares. The disclosure lists PRIMECAP Odyssey Growth Fund as a holder with an interest over 5%.
Positive
None.
Negative
None.
Insights
PRIMECAP reports a material passive holding position in Xometry.
The filing lists 6,495,497 shares held by PRIMECAP, equal to 12.9% of outstanding common stock. This identifies PRIMECAP as a significant passive investor with substantial voting and dispositive authority.
Proxy implications depend on future proposals; subsequent disclosures would show whether this stake is used for governance engagement.
Holding size signals a notable institutional position without transactional detail.
The Schedule 13G/A clarifies ownership and voting power: sole voting power 6,431,097 shares and sole dispositive power 6,495,497 shares. The filing does not state any purchases or sales or provide timing of acquisitions.
Cash‑flow treatment and intent are not stated; future filings could show changes in position.
Key Figures
Beneficial ownership:6,495,497 sharesPercent of class:12.9%Sole voting power:6,431,097 shares+2 more
5 metrics
Beneficial ownership6,495,497 sharesAmount beneficially owned per Schedule 13G/A
Percent of class12.9%Percent of common stock beneficially owned
Sole voting power6,431,097 sharesNumber of shares with sole power to vote
Sole dispositive power6,495,497 sharesNumber of shares with sole power to dispose
Filing signer date05/12/2026Signature date on Schedule 13G/A
Key Terms
Schedule 13G/A, Beneficially owned, Sole dispositive power, Sole voting power
4 terms
Schedule 13G/Aregulatory
"Schedule 13G/A reports beneficial ownership of a class of securities"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
Beneficially ownedfinancial
"Amount beneficially owned: 6,495,497"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Sole dispositive powerregulatory
"Sole power to dispose or to direct the disposition of: 6,495,497"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
Sole voting powerregulatory
"Sole power to vote or to direct the vote: 6,431,097"
Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
Xometry, Inc.
(Name of Issuer)
COM
(Title of Class of Securities)
98423F109
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
98423F109
1
Names of Reporting Persons
PRIMECAP MANAGEMENT CO/CA/
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
6,431,097.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
6,495,497.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,495,497.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
12.9 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Xometry, Inc.
(b)
Address of issuer's principal executive offices:
6116 EXECUTIVE BOULEVARD, SUITE 800, NORTH BETHESDA, MARYLAND
20852
Item 2.
(a)
Name of person filing:
PRIMECAP MANAGEMENT CO/CA/
(b)
Address or principal business office or, if none, residence:
177 EAST COLORADO BLVD.
11TH FLOOR
PASADENA, California
91105
(c)
Citizenship:
PRIMECAP MANAGEMENT CO/CA/ - UNITED STATES
(d)
Title of class of securities:
COM
(e)
CUSIP No.:
98423F109
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
6,495,497
(b)
Percent of class:
12.9 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
PRIMECAP MANAGEMENT CO/CA/ - 6,431,097
(ii) Shared power to vote or to direct the vote:
PRIMECAP MANAGEMENT CO/CA/ - 0
(iii) Sole power to dispose or to direct the disposition of:
PRIMECAP MANAGEMENT CO/CA/ - 6,495,497
(iv) Shared power to dispose or to direct the disposition of:
PRIMECAP MANAGEMENT CO/CA/ - 0
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Various Persons have the right to receive, or the power to direct the receipt of, dividends from, or proceeds from the sale of, with respect to the securities as to which this Schedule is filed. No one Person here has an interest more than five percent of this class of securities except as follows: PRIMECAP Odyssey Growth Fund has an interest of more than five percent of the total outstanding common stock of Xometry, Inc.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
PRIMECAP beneficially owns 6,495,497 shares of Xometry common stock, representing 12.9% of the class. The filing states sole voting power of 6,431,097 shares and sole dispositive power of 6,495,497 shares.
Does PRIMECAP control voting for these XMTR shares?
The filing reports PRIMECAP has sole voting power over 6,431,097 shares. That indicates PRIMECAP can direct votes for that portion of its 6,495,497-share holding according to the Schedule 13G/A disclosure.
Is PRIMECAP filing as an activist or passive investor for XMTR?
This Schedule 13G/A presents PRIMECAP as a large beneficial owner but does not state activist intent. The form lists ownership and voting figures; it does not describe an engagement plan or change in control intentions.
Which PRIMECAP fund holds more than 5% of XMTR?
The filing identifies the PRIMECAP Odyssey Growth Fund as having an interest exceeding 5% of Xometry's outstanding common stock. No additional shareholder breakdown is provided in this excerpt.
When was this Schedule 13G/A signed for XMTR?
The signature block shows the filing was signed by Jorge A. Rodriguez, Deputy Chief Compliance Officer, on 05/12/2026. The form lists the issuer name and CUSIP for reference.
