Xometry, Inc.
For the period ended Dec 31, 2025. Filed Feb 24, 2026.
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FY2025 · Filed Feb 24, 2026
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Item 15. Exhibits, Financial Statement Schedules
The following documents are filed as a part of this Annual Report on Form 10-K:
(a) Financial Statements
Our Consolidated Financial Statements are listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of this Annual Report on Form 10-K.
(b) Financial Statement Schedules
All financial statement schedules are omitted because the information called for is not required or is shown either in the consolidated financial statements or in the notes thereto.
(c) Exhibits
The exhibits listed below are filed as part of this Annual Report on Form 10-K, or are incorporated herein by reference, in each case as indicated below.
Exhibit Index
| ExhibitNumber | Description |
| 3.1 | Amended and Restated Certificate of Incorporation of Xometry, Inc., (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-40546), filed with the SEC on July 2, 2021). |
| 3.2 | Amended and Restated Bylaws of Xometry, Inc., (incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 001-40546), filed with the SEC on July 2, 2021). |
| 4.1 | Indenture, date as of June 12, 2025, by and between Xometry, Inc. and U.S. Bank Trust Company, National Association as Trustee, (incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K (File No. 001-40546), filed with the SEC on June 12, 2025). |
| 4.2 | Form of Global Note representing Xometry, Inc.'s 0.75% Convertible Notes due 2030 (included as Exhibit A to the Indenture filed as Exhibit 4.1) (incorporated herein by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K (File No. 001-40546), filed with the SEC on June 12, 2025). |
| 4.3 | Indenture, dated as of February 4, 2022, by and between Xometry, Inc. and U.S. Bank Trust Company, National Association as Trustee (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-40546), filed with the SEC on February 4, 2022). |
| 4.4 | Form of Global Note representing Xometry, Inc.’s 1.00% Convertible Senior Notes due 2027 (included as Exhibit A to the Indenture filed as Exhibit 4.1) (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K (File No. 001-40546), filed with the SEC on February 4, 2022). |
| 4.5 | Description of Registered Securities (incorporated herein by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K (File No. 001-40546), filed with the SEC on March 18, 2022). |
| 4.6 | Form of Class A Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1/A (File No. 333-256769), filed with the SEC on June 25, 2021) |
| 10.1+ | Xometry, Inc. 2021 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1/A (File No. 333-256769), filed with the SEC on June 21, 2021). |
| 10.2+ | Forms of grant notice, stock option agreement and notice of exercise under the Xometry, Inc. 2021 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1/A (File No. 333-256769), filed with the SEC on June 25, 2021). |
| 10.3+ | Forms of restricted stock unit grant notice and award agreement under the Xometry, Inc. 2021 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1/A (File No. 333-256769), filed with the SEC on June 25, 2021). |
| 10.4+ | Amended and Restated Employment Agreement by and between Xometry, Inc. and Randolph Altschuler, (incorporated herein by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-1/A (File No. 333-256769), filed with the SEC on June 25, 2021). |
| 10.5+ | Employment Agreement by and between Xometry, Inc. and James Miln, (incorporated herein by reference to Exhibit 10.20 to the Company’s Quarterly Report on Form 10-Q (File No. 001-40546), filed with the SEC on May 9, 2024). |
| 10.6+ | Amended and Restated Employment Agreement by and between Xometry, Inc. and Peter Goguen, (incorporated herein by reference to Exhibit 10.14 to the Company’s Registration Statement on Form S-1/A (File No. 333-256769), filed with the SEC on June 25, 2021). |
| 10.7+ | Form of Indemnification Agreement entered into by and between Xometry, Inc. and each director and executive officer (incorporated herein by reference to Exhibit 10.15 to the Company’s Registration Statement on Form S-1/A (File No. 333-256769), filed with the SEC on June 21, 2021). |
| 10.8 | Seventh Amended and Restated Investor Rights Agreement, dated July 20, 2020 (incorporated herein by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-256769), filed with the SEC on June 4, 2021). |
| 10.9+ | Xometry, Inc. 2016 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1 (File No. 333-256769), filed with the SEC on June 4, 2021). |
| 10.10+ | Xometry, Inc. Amendment No. 1 to 2016 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1 (File No. 333-256769), filed with the SEC on June 4, 2021). |
| 10.11+ | Xometry, Inc. Amendment No. 2 to 2016 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (File No. 333-256769), filed with the SEC on June 4, 2021). |
| 10.12+ | Xometry, Inc. Amendment No. 3 to 2016 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (File No. 333-256769), filed with the SEC on June 4, 2021). |
| 10.13+ | Xometry, Inc. Amendment No. 4 to 2016 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (File No. 333-256769), filed with the SEC on June 4, 2021). |
| 10.14+ | Xometry, Inc. Amendment No. 5 to 2016 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (File No. 333-256769), filed with the SEC on June 4, 2021). |
| 10.15+ | Forms of grant notice, stock option agreement, and notice of exercise under the Xometry, Inc. 2016 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1 (File No. 333-256769), filed with the SEC on June 4, 2021). |
| 10.16+ | Amendment to Employment Agreement by and between Xometry, Inc. and Randolph Altschuler (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-40546), filed with the SEC on August 8, 2024. |
| 10.17+ | Amendment to Employment Agreement by and between Xometry, Inc. and Peter Goguen (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 001-40546), filed with the SEC on August 8, 2024). |
| 10.18+ | Amended and Restated Employment Agreement by and between Xometry, Inc. and Matthew Leibel (incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (File No. 001-40546), filed with the SEC on August 8, 2024). |
| 10.19+ | Employment Agreement by and between Xometry, Inc. and Subir Dutt (incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (File No. 001-40546), filed with the SEC on August 8, 2024). |
| 10.20+ | Employment Agreement by and between Xometry, Inc. and Sanjeev Singh Sahni (incorporated herein by reference to Exhibit 10.22 to the Company's Annual Report on Form 10-K (File No. 00140546), filed with the SEC on February 25, 2025). |
| 10.21+ | Employment Agreement by and between Xometry, Inc. and Vaidyanathan Raghavan (incorporated herein by reference to Exhibit 10.23 to the Company's Annual Report on Form 10-K (File No. 001-40546), filed with the SEC on February 25, 2025). |
| 10.22+ | Form of performance restricted stock unit award agreement under the Xometry, Inc. 2021 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.24 to the Company's Annual Report on Form 10-K (File No. 001-40546), filed with the SEC on February 25, 2025). |
| 10.23+ | Form of Confirmation for Capped Call Transactions (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-40546), filed with the SEC on June 12, 2025). |
| 16.1 | Letter Dated March 7, 2025 from KPMG LLP (incorporated herein by reference to Exhibit 16.1 to the Company's Current Report on Form 8-K (File No. 001-40546), filed with the SEC on March 7, 2025). |
| 19.1 | Insider Trading Policy (incorporated herein by reference to Exhibit 19.1 to the Company's Annual Report on Form 10-K (File No. 001-40546), filed with the SEC on February 25, 2025). |
| 21.1* | List of Subsidiaries of Xometry, Inc. |
| 23.1* | Consent of Deloitte & Touche LLP, independent registered public accounting firm. |
| 23.2* | Consent of KPMG LLP, independent registered public accounting firm |
| 31.1* | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2* | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1** | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2** | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97.1 | Xometry, Inc. Incentive Compensation Recoupment Policy (incorporated herein by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K (File No. 001-40546), filed with the SEC on February 29, 2024). |
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
- Filed herewith.
** This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
- Management contract or compensatory plan, contract or arrangement.
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