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Xometry Inc.

02/26/2026 | Press release | Distributed by Public on 02/26/2026 18:22

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Altschuler Randolph
2. Issuer Name and Ticker or Trading Symbol
Xometry, Inc. [XMTR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O XOMETRY, INC., 6116 EXECUTIVE BLVD, SUITE 800
3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026
(Street)
NORTH BETHESDA, MD 20852
4. If Amendment, Date 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
(City) (State) (Zip)
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 108,860(1) A $ 0 404,305 D
Class B Common Stock 1,475,311 D
Class A Common Stock 591,270 I Held by spouse
Class A Common Stock 85,582 I See footnote(2)
Class A Common Stock 324,533 I See footnote(3)
Class A Common Stock 324,533 I See footnote(4)
Class A Common Stock 324,533 I See footnote(5)
Class A Common Stock 475,248 I See footnote(6)
Class A Common Stock 02/26/2026 S(7)(8) 2,189 D $41.367(9) 402,116 D
Class A Common Stock 02/26/2026 S(7)(8) 2,603 D $42.5914(10) 399,513 D
Class A Common Stock 02/26/2026 S(7)(8) 18,764 D $43.4316(11) 380,749 D
Class A Common Stock 02/26/2026 S(7)(8) 8,372 D $44.2825(12) 372,377 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Altschuler Randolph
C/O XOMETRY, INC.
6116 EXECUTIVE BLVD, SUITE 800
NORTH BETHESDA, MD 20852
X Chief Executive Officer

Signatures

/s/ Kristie Scott, Attorney-in-Fact 02/26/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.
(10) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.93 to $42.93, inclusive.
(11) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.94 to $43.93, inclusive.
(12) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.96 to $44.81, inclusive.
(2) Held by the 2021 Tigers Trust, over which the Reporting Person may be deemed to exercise voting control.
(3) Held by the Matthew Sladkin Altschuler 2012 Trust, over which the Reporting Person may be deemed to exercise voting control.
(4) Held by the Sasha Sladkin Altschuler 2012 Trust, over which the Reporting Person may be deemed to exercise voting control.
(5) Held by the Noah Sladkin Altschuler 2012 Trust, over which the Reporting Person may be deemed to exercise voting control.
(6) Held by the Altschuler Family Trust (2020), over which the Reporting Person may be deemed to exercise voting control.
(7) 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.
(8) These shares were sold by the reporting person to cover tax withholding obligations in connection with the vesting of restricted stock units.
(9) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.905 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 (9), (10), (11) and (12) to this Form 4.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Xometry Inc. published this content on February 26, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on February 27, 2026 at 00:23 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]