Form 4: Xometry CEO Reports RSU Vesting, Tax-Related Stock Sales

Xometry, Inc. CEO Randolph Altschuler reported the vesting of performance-based restricted stock units and subsequent sales of shares to cover tax obligations.

Summary

• CEO Randolph Altschuler acquired 108,860 shares of Class A Common Stock through the vesting of performance-based restricted stock units (RSUs).
• The vesting was certified by the Board on February 24, 2026, for RSUs granted in March 2025 based on 2025 performance.
• One-third of these RSUs vested on February 24, 2026, with the remaining shares vesting in equal installments on February 24, 2027, and February 24, 2028, contingent on continuous service.
• Altschuler subsequently sold a total of 31,928 shares of Class A Common Stock on February 26, 2026.
• These sales were executed automatically under a Rule 10b5-1 trading plan to cover tax withholding obligations related to the RSU vesting.
• The shares were sold at weighted average prices ranging from $40.905 to $44.81.
• Following these transactions, Altschuler directly holds 372,377 shares of Class A Common Stock and indirectly holds 1,475,311 Class B Common Stock and 1,801,199 Class A Common Stock through various trusts and a spouse.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive event, primarily due to the vesting of performance-based RSUs, indicating the achievement of company targets, while the sales are routine tax-related transactions.

Positives

• Vesting of 108,860 performance-based restricted stock units indicates the achievement of 2025 performance targets.
• The structured vesting schedule over three years (2026-2028) suggests management's continued alignment with long-term company performance.

Negatives

• Sales of 31,928 shares by the CEO, even for tax purposes, represent a reduction in direct ownership.

Future Outlook

A portion of the performance-based restricted stock units will vest in equal installments on February 24, 2027, and February 24, 2028, contingent on the reporting person's continuous service to Xometry, Inc.

Management Comments

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

Industry Context

StockSavvy.ai notes that insider transactions, particularly those related to RSU vesting and tax-related sales, are common occurrences for executives in publicly traded technology companies like Xometry. The use of a Rule 10b5-1 plan indicates a pre-arranged, compliant approach to managing equity compensation, which is standard practice across the industry to avoid accusations of trading on material non-public information.

Comparison to Industry Standards

• The use of performance-based restricted stock units and Rule 10b5-1 trading plans aligns with common executive compensation and insider trading compliance practices seen in comparable technology and manufacturing marketplace companies such as PTC Inc. (PTC) or Autodesk, Inc. (ADSK).
• Tax-related sales upon RSU vesting are a standard mechanism for executives to manage their tax liabilities without implying a negative outlook on the company's future.

Stakeholder Impact

• Shareholders: The vesting of performance-based RSUs could be viewed positively as it signals the achievement of company performance goals, aligning management incentives with shareholder value.
• Employees: The continuous service condition for future RSU vesting reinforces the importance of executive retention.

Next Steps

• Remaining portions of the restricted stock units are scheduled to vest on February 24, 2027, and February 24, 2028, subject to continuous service.

Key Dates

Recommendation

This Form 4 details routine insider transactions related to RSU vesting and subsequent tax-related sales, which are common and pre-planned. It does not provide new fundamental information about the company's operational performance or strategic direction that would warrant a change in investment recommendation. The achievement of performance targets for RSU vesting is a positive signal, but the overall impact on the stock's valuation is neutral given the nature of the sales.

Keywords

Xometry, XMTR, Randolph Altschuler, Form 4, Insider Trading, Restricted Stock Units, RSU, Stock Sale, CEO, Equity Compensation, 10b5-1 Plan