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

Xometry's Chief Financial Officer, James Miln, sold 6,801 shares of Class A Common Stock across multiple transactions in early January 2026, primarily under a pre-arranged 10b5-1 trading plan and for tax obligations.

Summary

• James Miln, Chief Financial Officer of Xometry, Inc. (XMTR), reported the sale of 6,801 shares of Class A Common Stock.
• The transactions occurred on January 2, 2026, and January 5, 2026.
• Sales were executed at weighted average prices ranging from $60.8312 to $67.6923 per share.
• The sales were conducted automatically pursuant to a Rule 10b5-1 trading plan adopted by Mr. Miln at least 90 days prior to the trading dates.
• A portion of the shares sold (totaling 6,203 shares across multiple transactions on January 5, 2026) was specifically to cover tax withholding obligations related to the vesting of restricted stock units.
• Following these transactions, Mr. Miln beneficially owns 134,397 shares of Class A Common Stock.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to insider selling, even though the sales were pre-planned under a 10b5-1 plan and partly for tax obligations. While these reasons mitigate the negative impact, any reduction in insider ownership can be perceived cautiously by investors.

Positives

• The sales were conducted under a Rule 10b5-1 trading plan, indicating pre-planned transactions rather than discretionary sales based on immediate market views, which can mitigate concerns about insider selling.
• A significant portion of the sales was explicitly for covering tax withholding obligations associated with the vesting of restricted stock units, a common and non-discretionary reason for insider sales.

Negatives

• The Chief Financial Officer reduced his direct beneficial ownership of Xometry Class A Common Stock by 6,801 shares.
• Insider selling, even when pre-planned or for tax purposes, can sometimes be perceived negatively by the market as a reduction in insider exposure to the company's equity.

Risks

• Potential negative market perception: Despite the legitimate reasons (10b5-1 plan, tax obligations), insider selling can sometimes lead to negative investor sentiment or speculation regarding the company's future prospects.
• Reduced insider alignment: A reduction in direct share ownership by a key executive, even if minor in the context of total holdings, could be interpreted as a slight decrease in direct financial alignment with shareholder interests.

Future Outlook

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

Management Comments

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

Industry Context

This Form 4 filing is specific to an individual executive's stock transactions and does not provide broader industry context or trends. It reflects standard insider reporting requirements for publicly traded companies like Xometry, which operates in the on-demand manufacturing and supply chain industry.

Comparison to Industry Standards

• The use of a Rule 10b5-1 trading plan for insider stock sales is a common and accepted practice among executives of publicly traded companies, aligning with SEC guidelines for preventing insider trading.
• Sales to cover tax withholding obligations upon the vesting of restricted stock units are a routine occurrence for executives receiving equity compensation across all industries and are not indicative of a specific company or industry trend.

Corporate Governance

Stakeholder Impact

• Shareholders: May view the reduction in CFO's ownership with caution, though the reasons (10b5-1, tax) typically lessen concerns compared to discretionary sales. The transparency of the Form 4 provides clarity on the transactions.
• Employees: No direct impact mentioned, but general market perception of executive stock sales could indirectly influence morale or confidence.

Key Dates

Recommendation

While the sale of shares by a key executive like the CFO is typically a negative signal, the context of these sales—being pre-arranged under a 10b5-1 plan and largely for tax withholding obligations related to RSU vesting—mitigates the severity. These are not discretionary sales based on a negative outlook for the company. Therefore, this filing alone does not warrant a change from a 'hold' position, as it doesn't indicate a fundamental shift in the company's prospects, but rather a routine financial management action by an insider.

Keywords

Xometry, XMTR, Insider Trading, Form 4, Stock Sale, 10b5-1 Plan, Chief Financial Officer, Equity Sales, Restricted Stock Units, Tax Withholding