Form 4: Xometry CSO Subir Dutt Reports RSU Vesting, Tax-Related Stock Sales

Xometry's Chief Sales Officer, Subir Dutt, reported the vesting of performance-based restricted stock units and subsequent sales to cover tax obligations.

Summary

• Subir Dutt, Chief Sales Officer of Xometry, Inc., reported changes in his beneficial ownership of Class A Common Stock.
• On February 24, 2026, 26,124 restricted stock units (RSUs) vested. These RSUs were granted in March 2025, contingent on 2025 performance, which was certified by the Board.
• One-third of these vested shares became owned on February 24, 2026, with the remaining shares scheduled to vest in equal installments on February 24, 2027, and February 24, 2028, subject to continuous service.
• On February 26, 2026, Dutt sold a total of 2,410 shares (183 + 1,550 + 677) of Class A Common Stock.
• 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 of $41.1949, $43.3709, and $44.3126.
• Following these transactions, Dutt directly beneficially owns 88,633 shares of Class A Common Stock.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive event. The vesting of performance-based RSUs is a positive indicator of achieved company performance, while the subsequent tax-related sales are a routine and expected part of executive compensation management.

Positives

• Vesting of 26,124 performance-based restricted stock units (RSUs) indicates the achievement of 2025 performance targets as certified by the Board.
• The existence of a Rule 10b5-1 trading plan demonstrates pre-planned and automated transactions, reducing concerns about opportunistic insider trading.

Negatives

• The sale of 2,410 shares by a Chief Sales Officer, even for tax purposes, reduces their direct ownership stake in the company.

Future Outlook

No specific future outlook or guidance is provided in this Form 4 filing.

Industry Context

StockSavvy.ai notes that insider transactions, particularly those related to RSU vesting and tax-related sales, are common occurrences across industries. While these specific transactions do not directly reflect broader industry trends, the use of Rule 10b5-1 plans is a standard practice for executives to manage equity compensation in a compliant manner.

Stakeholder Impact

• Shareholders: The sale of shares by an executive, even for tax purposes, slightly reduces the executive's direct alignment with shareholders, though the vesting itself indicates performance achievement. The overall impact is minimal given the small percentage of total shares.
• Employees: The vesting of performance-based RSUs for a key executive could signal positive company performance, potentially boosting morale.

Next Steps

• Remaining RSUs will vest in equal installments on February 24, 2027, and February 24, 2028, subject to continuous service.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions related to executive compensation (RSU vesting and tax-related sales under a 10b5-1 plan). It does not provide new fundamental information about the company's operational performance, strategic direction, or financial health that would warrant a change in investment recommendation. The transactions are expected and do not suggest a significant positive or negative shift in the company's outlook.

Keywords

Xometry, XMTR, Subir Dutt, Form 4, Insider Trading, Restricted Stock Units, RSU Vesting, Stock Sales, Rule 10b5-1, Chief Sales Officer, Equity Compensation