Form 4: Xometry CTO Sells Shares for Tax Obligations

Xometry's Chief Technology Officer, Vaidyanathan Raghavan, sold shares to cover tax withholding obligations following the vesting of restricted stock units.

Summary

• Vaidyanathan Raghavan, Chief Technology Officer of Xometry, Inc. (XMTR), reported transactions involving Class A Common Stock.
• On February 24, 2026, 30,479 restricted stock units (RSUs) vested, representing shares granted in March 2025 based on 2025 performance, which was certified by the Board.
• One-third of these RSUs vested on February 24, 2026, with the remaining shares scheduled to vest in equal installments on February 24, 2027, and February 24, 2028, contingent on continuous service.
• On February 26, 2026, a total of 4,572 shares were sold in multiple transactions at weighted average prices ranging from $41.585 to $44.2603.
• These sales were executed automatically under a Rule 10b5-1 trading plan to cover tax withholding obligations related to the RSU vesting.
• Following these transactions, Mr. Raghavan beneficially owns 64,304 shares of Class A Common Stock directly.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive event. The RSU vesting signifies achieved performance, which is positive, while the subsequent sale for tax purposes is a routine, expected action and not indicative of a negative outlook on the company.

Positives

• The vesting of 30,479 restricted stock units indicates the achievement of performance-based conditions for 2025, as certified by the Board.
• The remaining two-thirds of the RSUs are scheduled to vest in equal installments on February 24, 2027, and February 24, 2028, subject to continuous service, providing future incentive.

Negatives

• The sale of 4,572 shares by a Chief Technology Officer, even for tax purposes, represents a reduction in direct insider holdings.

Future Outlook

The remaining two-thirds of the performance-based restricted stock units are scheduled to vest in equal installments on February 24, 2027, and February 24, 2028, contingent upon the reporting person's continuous service.

Industry Context

StockSavvy.ai notes that insider transactions, particularly those related to RSU vesting and tax obligations, are common occurrences across the technology and manufacturing services industries. The use of a Rule 10b5-1 plan indicates a pre-planned, automated transaction designed to avoid accusations of trading on material non-public information, a standard practice for executives.

Comparison to Industry Standards

• StockSavvy.ai observes that the practice of executives selling shares to cover tax withholding obligations upon RSU vesting is a standard and widely accepted practice across publicly traded companies, including peers in the on-demand manufacturing and industrial marketplace sectors such as Protolabs (PRLB) or Fastenal (FAST).
• The prices at which shares were sold ($41.585 to $44.2603) reflect market conditions on the transaction date, and the use of a 10b5-1 plan aligns with best practices for insider trading compliance.

Stakeholder Impact

• Shareholders: The sale of shares by a CTO could be perceived as a slight reduction in insider alignment, though the reason (tax obligations) is routine. The vesting of performance-based RSUs suggests management achieved certain company goals, which is positive for shareholders.
• Employees: The vesting of RSUs and the continued service requirement for future vesting could serve as an example of performance-based compensation for other employees.

Next Steps

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

Key Dates

Recommendation

The filing details routine insider transactions related to RSU vesting and tax obligations, executed under a Rule 10b5-1 plan. These transactions are not indicative of a change in the company's fundamental outlook or a significant shift in insider sentiment. Therefore, a "hold" recommendation is appropriate as this filing alone does not provide new information to warrant a change in investment thesis.

Keywords

Xometry, XMTR, Insider Trading, Form 4, Restricted Stock Units, RSU Vesting, Stock Sale, Chief Technology Officer, Vaidyanathan Raghavan, Rule 10b5-1