Xometry Inc
For the period ended Jun 18, 2025. Filed Apr 29, 2025.
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Jun 18, 2025 · Filed Apr 29, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
| Filed by the Registrant ☒ | |
|---|---|
| Filed by a party other than the Registrant ☐ | |
| Check the appropriate box: | |
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
April 29, 2025
Dear Fellow Stockholders:
2024 was a record-setting year for Xometry, fueled by strong execution across our long-term growth drivers and continued momentum in our marketplace business—both in the U.S. and internationally. We delivered 18% year-over-year revenue growth to $546 million, outperforming the broader manufacturing sector amid ongoing contraction. Our marketplace business grew 23%, a testament to the increasing adoption of our platform and the differentiated value we provide to both buyers and suppliers.
It was also a pivotal year financially: we achieved Adjusted EBITDA profitability in Q4 2024, marking a major milestone in our path to sustained profitability. At the same time, we expanded marketplace gross margin by 270 basis points to 33.5%, resulting in 34% growth in marketplace gross profit in 2024. These results demonstrate the operating leverage inherent in our model and the strength of our strategic execution.
We are gaining market share, and we remain confident that the following initiatives fueling our long-term growth and improving profitability. These five strategic priorities work in concert to strengthen our AI-powered marketplace, deepen customer relationships, and unlock potential new growth opportunities:
Expanding our global network of buyers and suppliers. We continue to scale both sides of our marketplace, reinforcing our competitive moat. In 2024, Active Buyers grew 23% to over 68,000, while Active Suppliers increased 28% to 4,375. This growing network now spans 51 countries across four continents, powering the breadth and agility that we believe set Xometry apart. Over the past five years, our platform has generated nearly $1 billion in revenue for America’s small- and medium-sized manufacturers, underscoring our role in strengthening the industrial backbone of the economy while creating opportunity at scale.
Deepening engagement with Enterprise customers. Large organizations are increasingly turning to Xometry to leverage our technology and global supplier network to build resilient supply chains, drive innovation and increase speed to market. We also expanded our Enterprise sales capabilities, accelerating our land-and-expand strategy with key accounts. These investments resulted in robust 40% revenue growth in 2024 from our largest accounts with annual revenue of at least $500K. We are focused on driving further penetration in our largest accounts, as each of them represents a $10M+ annual spend opportunity.
Broadening our marketplace menu. We are building a comprehensive digital destination for custom manufacturing. In 2024, we added instant quoting for laser tube cutting and tube bending, with additional processes, finishes, and materials expected in 2025. We are also advancing our use of AI, incorporating behavioral data, segmentation, real-time market signals, and manufacturing complexity into our algorithms to deliver more accurate, dynamic quoting experience - a key advantage for customers managing complexity across supply chains, tariffs, and geopolitical uncertainty.
Scaling our international presence. International revenue grew 48% to $89 million, now representing 18% of total marketplace revenue—a remarkable trajectory from just $3 million in 2020. We’ve launched localized marketplaces in 18 languages and built supplier networks across North America, Europe, and Asia. We expect Europe to continue leading near-term international growth, with APAC emerging as a key long-term contributor. Long term, we believe international can represent 30–40% of our marketplace revenue, consistent with many other global online marketplaces.
Enhancing supplier services and monetization. Through Thomasnet, our industry-leading supplier discovery platform, and a growing suite of financial and marketing services, we help suppliers grow and operate more efficiently. Thomasnet now provides access to over 500,000 suppliers, a vital asset amid shifting trade dynamics and increasing reshoring activity. We are investing in platform modernization to reinvigorate advertising growth—launching a new ad-serving technology in 2025 to drive better performance, engagement, and monetization. With 85%+ gross margins, Thomas advertising represents a compelling contribution margin opportunity.
We are proud of our accomplishments in 2024. We believe our extensible technology platform, rapidly growing network of buyers and suppliers, and expanding data lake are fueling our competitive advantage and powering our strong growth. These achievements wouldn’t be possible without the dedication, ingenuity, and hard work of the entire Xometry team. We’re equally grateful for the trust placed in us by our customers and the strength of our supplier network around the world.
Xometry was built for this moment. In a complex and fast-changing global environment, our digital marketplace provides buyers with real-time access to unmatched manufacturing capacity—helping them build more agile and resilient supply chains, wherever they operate. We are energized by the road ahead and confident in our ability to create even greater value for our customers, our partners, and our stockholders in the years to come.
We are pleased to invite you to attend the 2025 Annual Meeting of Stockholders of Xometry, Inc., a Delaware corporation (“Xometry”) to be held virtually on June 18, 2025 at 11:00 a.m., Eastern Time. To provide expanded access from locations around the world and to lower costs, we are continuing with a virtual format for our 2025 Annual Meeting, which will be held solely online via live webcast. There will not be a physical location for the Annual Meeting, and you will not be able to attend the Annual Meeting in person.
You will be able to attend the Annual Meeting, ask your questions and vote your shares during the meeting by visiting https://meetnow.global/MXFLU2Gand entering the control number located on the Notice of Internet Availability of Proxy Materials for the 2025 Annual Meeting of Stockholders, your proxy card or voting instruction form. Additional details regarding access to the Annual Meeting and the business to be conducted at the Annual Meeting are described in the accompanying Notice of 2025 Annual Meeting of Stockholders and proxy statement. Please note that supported browsers include Chrome, MS Edge, Firefox and Safari.
We have elected to provide access to our proxy materials over the Internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. As a result, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials instead of paper copies of the proxy statement and our 2024 Annual Report. The notice contains instructions on how to access those documents over the Internet. The Notice of Internet Availability of Proxy Materials also contains instructions on how stockholders can receive a paper copy of our proxy materials, including the proxy statement, our 2024 Annual Report and a form of proxy card or voting instruction form. We believe that providing our proxy materials over the Internet increases the ability of our stockholders to connect with the information they need, while reducing the environmental impact and cost of our Annual Meeting.
Your vote is important. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible. You may vote over the Internet, by telephone or, if you receive a paper proxy card by mail, by completing and returning the proxy card or voting instruction form mailed to you. Please carefully review the instructions on each of your voting options described in this proxy statement, as well as in the Notice of Internet Availability of Proxy Materials you received in the mail.
On behalf of the Xometry Board of Directors and employees, we thank you for your continued support and look forward to speaking with you at the Annual Meeting.
Sincerely,
Randy Altschuler
Chief Executive Officer
XOMETRY, INC.
6116 Executive Boulevard
Suite 800
North Bethesda, Maryland 20852
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
| Date: | June 18, 2025 |
|---|---|
| Time: | 11:00 a.m. Eastern Time |
| Location: | The Annual Meeting can be accessed by visiting https://meetnow.global/MXFLU2G and entering your control number included in the Notice of Internet Availability of Proxy Materials. You may log in beginning at 12:00 a.m. Eastern Time on June 18, 2025. Please note that the Annual Meeting website is not supported by Internet Explorer. |
| Record Date: | The Record Date for the Annual Meeting is April 24, 2025. Only stockholders of record at the close of business on the Record Date may vote at the Annual Meeting or any adjournment thereof. On the Record Date, there were 49,200,830 shares of Class A common stock and 1,475,311 shares of Class B common stock outstanding and entitled to vote (together, the “common stock”). Each holder of Class A common stock will have the right to one vote per share of Class A common stock and each holder of Class B common stock will have the right to twenty votes per share of Class B common stock. The holders of shares of common stock will vote together as a single class on all matters submitted to a vote at the Annual Meeting. |
| Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement. | |
| Items of Business: | The Annual Meeting will be held for the following purposes, which are more fully described in the proxy statement accompanying this Notice: |
| (1)To elect the Board of Directors’ nominee for Class I director, Randolph Altschuler, to hold office until our Annual Meeting of Stockholders in 2028.(2)To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in the proxy statement accompanying this Notice.(3)To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.(4)To conduct any other business properly brought before the meeting or any adjournment or postponement thereof. | |
| Your vote is important. Whether or not you expect to attend the virtual Annual Meeting, please vote by telephone or through the Internet, or, if you receive a paper proxy card by mail, by completing and returning the proxy card mailed to you, as promptly as possible to ensure your representation at the Annual Meeting. Voting instructions are provided in the Notice of Internet Availability of Proxy Materials, or, if you receive a paper proxy card by mail, the instructions are printed on your proxy card and included in the accompanying Proxy Statement.Even if you have voted by proxy, you may still vote online during the Annual Meeting. Please note, however, that if your shares are held of record by a brokerage firm, bank or other agent and you wish to vote online at the Annual Meeting, you must obtain a proxy issued in your name from that agent to vote your shares that are held in such agent’s name and account. |
Sincerely,
Kristie Scott
General Counsel and Secretary
North Bethesda, Maryland
April 29, 2025
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