Form 4: Xometry CFO Sells Shares Under 10b5-1 Plan

Xometry's Chief Financial Officer, James Miln, sold Class A Common Stock totaling 1,720 shares across multiple transactions in early October 2025, primarily under a Rule 10b5-1 trading plan and for tax obligations.

Summary

• James Miln, Chief Financial Officer of Xometry, Inc. (XMTR), reported sales of Class A Common Stock.
• Transactions occurred on October 1, 2025, and October 2, 2025.
• A total of 1,720 shares were disposed of across five separate transactions.
• The sales were executed under a Rule 10b5-1 trading plan, adopted at least 90 days prior to the trading dates.
• A portion of the shares, specifically 1,122 shares, were sold to cover tax withholding obligations in connection with the vesting of restricted stock units.
• Weighted average sale prices ranged from $49.3164 to $53.2017 per share.
• Following these transactions, James Miln beneficially owns 142,395 shares of Class A Common Stock directly.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions, primarily driven by a pre-established trading plan and tax obligations related to equity vesting, rather than discretionary sales based on new material information. This indicates a neutral sentiment regarding the company's immediate prospects.

Positives

• The sales were conducted under a Rule 10b5-1 trading plan, indicating pre-scheduled, non-discretionary transactions, which can mitigate concerns about insider trading.
• A significant portion of the sales were for tax withholding obligations, which is a routine event for executives receiving equity compensation and not indicative of a negative outlook.

Negatives

• Insider sales, even if pre-planned, can sometimes be perceived by the market as a lack of confidence, though this is less likely for routine tax-related sales.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding Xometry's future performance or strategic direction.

Management Comments

• 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 the footnotes to this Form 4.

Industry Context

Insider transactions, particularly those executed under Rule 10b5-1 plans and for tax withholding purposes, are routine occurrences for executives in publicly traded companies across all industries. These types of sales are generally not indicative of specific company or industry-wide trends but rather personal financial planning and compensation management.

Corporate Governance

Stakeholder Impact

• Shareholders: The sale represents a minor reduction in direct insider ownership, but given the pre-planned nature and tax-related reasons, it is unlikely to significantly impact shareholder confidence.
• Employees: No direct impact on employees is indicated by this filing.

Next Steps

• The reporting person is obligated to provide detailed information on share sales at specific prices within the reported ranges upon request from Xometry, its security holders, or the SEC staff.

Key Dates

Keywords

Xometry, XMTR, James Miln, CFO, Insider Trading, Form 4, 10b5-1, Stock Sale, Equity, Securities