[SCHEDULE 13G/A] Xometry, Inc. SEC Filing
Brown Capital Management, LLC reports beneficial ownership of 2,943,593 shares of Xometry Inc. Class A common stock, equal to 5.98% of the class. The firm discloses sole dispositive power over all 2,943,593 shares and sole voting power over 1,282,630 shares, and states these shares are held for various investment advisory clients. The filing identifies Brown Capital as an investment adviser and clarifies the holdings are managed in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.
This disclosure represents a passive, non-control position by a registered investment adviser and provides clear ownership and voting power figures relevant to shareholders monitoring institutional positions.
- Beneficial ownership of 2,943,593 shares (5.98% of Class A) disclosed, which is material for institutional ownership tracking
- Sole dispositive power over all reported shares, indicating Brown Capital controls disposition decisions
- Clear certification that holdings are managed in the ordinary course and not intended to influence control, reducing immediate governance concerns
- None.
Insights
TL;DR: Brown Capital holds a near-6% passive stake in XMTR with sole dispositive authority, signaling a meaningful institutional position without control intent.
Brown Capital's reported 2,943,593-share (5.98%) stake is large enough to be material to investor ownership tables but below common activist thresholds. The filing shows sole dispositive power over all reported shares and sole voting power over 1,282,630 shares, indicating discretionary client-level control of disposition and partial voting influence. The adviser explicitly states holdings are in the ordinary course of business and not intended to influence control, which reduces immediate governance-event risk. For holders tracking institutional accumulation, this is a notable passive ownership disclosure.
TL;DR: Disclosure documents a material institutional stake with no declared control intent; useful for governance transparency and shareholder register analysis.
The Schedule 13G/A identifies Brown Capital as an investment adviser and attributes the shares to various advisory clients rather than a single controlling entity. The statement that the position is not held to change or influence control is a standard but important certification that categorizes the filing as passive. The split between voting and dispositive power—sole dispositive over all shares but sole voting over roughly 1.28M—clarifies the extent of voting influence versus economic exposure. This filing enhances transparency in ownership and should be monitored alongside other institutional filings for any shifts toward activist behavior.