Xometry, Inc.
For the period ended Jun 16, 2026. Filed Apr 29, 2026.
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Jun 16, 2026 · Filed Apr 29, 2026
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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, 2026
Dear Fellow Stockholders:
2025 was a truly transformative and record-setting year for Xometry, clearly validating the success and inherent operating leverage of our global AI-native marketplace. We are not just digitizing the vast, complex, and fragmented custom manufacturing market; we are a leader in its inevitable evolution.
Record Performance and Financial Discipline
We are proud to report that in 2025 Xometry reached major milestones on our path to sustained free cash flow profitability.
Accelerated Growth and Scale: We delivered $687 million in revenue, marking 26% year-over-year growth and an 8-point acceleration over 2024. Our core marketplace business grew 30% year-over-year, showcasing the increasing market adoption of our platform.
Operating Leverage: We achieved full year Adjusted EBITDA 1 of $18.5 million with profitability increasing as the year progressed, demonstrating the strength of our strategic execution and the operating leverage built into our model as operating expenses grew at a substantially lower rate than revenue.
Margin Expansion: Our proprietary AI data, pricing, and sourcing models drove marketplace gross margin up by 120 basis points to 34.7%, resulting in a robust 34% growth in marketplace gross profit.
These results are a direct consequence of marketplace innovation and relentless execution by our teams.
Improving Our Competitive Moat and Outlook for Future Growth
We expect strong secular growth to continue in 2026 and beyond, driven by three key initiatives designed to deepen our competitive advantage and capture further market share.
Driving Structural Enterprise Growth: Enterprise growth in 2025 was robust, with 40%-plus revenue growth from our larger customers. By embedding Xometry deeper into Enterprise customer workflows, we are securing larger, more predictable spend. This strategy is yielding substantial results: we finished 2025 with four accounts generating at least $10 million in spend.
Accelerating Marketplace Innovation: We accelerated our pace of innovation in 2025 to deliver superior pricing, speed, and selection for buyers, while optimizing matches for our suppliers. A major step was the launch of auto-quotes for injection molding services across the U.S. and Europe, giving customers immediate access to pricing and lead-time estimates for one of custom manufacturing’s largest and most critical categories.
Expanding a Global, Resilient Supplier Network: Our global network of approximately 5,000 active suppliers is a massive strategic advantage, offering buyers unmatched speed, capacity, and resilience across 50 countries on four continents. We have strategically focused on expanding our U.S. base with larger, quality-certified suppliers for Enterprise needs, while also broadening our international sourcing in Europe, India, China, and Turkey. Furthermore, the launch of the Workcenter mobile app improves supplier experience and engagement, cementing Xometry’s proprietary all-in-one quote-to-cash solution.
Our Proprietary Data: The Unmatched AI Advantage
Our success is fundamentally underpinned by the proprietary data generated exclusively within the Xometry marketplace. This is a critical competitive moat: unlike models built on publicly available data, our data pipelines and AI models use inputs that only our customers, suppliers, and Xometry have access to. This powerful, unique data is generated across every marketplace interaction, including:
Customer purchase intent, Design for Manufacturing (“DFM”) analysis, and quoting activity.
Order execution, supplier performance, pricing outcomes, and part quality.
Supply chain lead time for manufacturing and logistics.
1 Adjusted EBITDA is a non-GAAP measure. For further information regarding Adjusted EBITDA, including the limitations of the use of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net loss, the most directly comparable financial measure stated in accordance with GAAP, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
This input data is constantly augmented with structured signals generated during the real-world order-to-part manufacturing lifecycle. This ever-growing, closed-loop system is what drives our superior pricing, sourcing, and gross margin expansion, ensuring our competitive advantage grows stronger with every transaction.
A Seamless Transition for Continued Leadership
The strength of Xometry is further demonstrated by our planned leadership transition, announced in February 2026. Effective July 1, 2026, I will transition to Executive Chair of the Board, and Sanjeev Singh Sahni, our current President, will become Chief Executive Officer.
This is a deliberate, Board-aligned succession process that secures the ideal leader for our next chapter of growth. Sanjeev has been my close partner, holding the operational mandate for our global teams and proving instrumental in Xometry’s accelerated revenue growth, expanding Adjusted EBITDA profitability, and deepening our advanced technology and AI capabilities. Sanjeev’s proven track record of driving global growth, innovation, and scale with large global marketplaces makes him the definitive choice to lead our next stage of innovation and profitable expansion.
To foster a smooth transition while continuing to contribute my own expertise and insight where they are most valuable, I will remain closely involved as Executive Chair, focusing on strategic growth initiatives and key corporate partnerships.
Built for the Future of Manufacturing
We stand at a pivotal juncture in manufacturing, defined by accelerating digital transformation, the need for resilient supply chains (including reshoring), and rapid AI-driven innovation. This new era demands robust digital workflows—precisely what Xometry’s AI-native marketplace delivers.
Our platform replaces manual, legacy processes by digitizing how custom manufacturing is priced, sourced, and fulfilled. The proprietary data generated by our growing network of buyers and suppliers continues to create powerful and increasing network effects.
We are confident that Xometry is positioned not just to participate in this market shift, but to lead it. We look forward to continuing to create significant value for our customers, partners, and you, our stockholders, in the years ahead.
We are pleased to invite you to attend the 2026 Annual Meeting of Stockholders of Xometry, Inc., a Delaware corporation (“Xometry”) to be held virtually on June 16, 2026 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 2026 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 visitingwww.virtualshareholdermeeting.com/XMTR2026 and entering the control number located on the Notice of Internet Availability of Proxy Materials for the 2026 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 2026 Annual Meeting of Stockholders and proxy statement.
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 2025 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 2025 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 16, 2026 |
|---|---|
| Time: | 11:00 a.m. Eastern Time |
| Location: | The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/XMTR2026 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 16, 2026. |
| Record Date: | The Record Date for the Annual Meeting is April 20, 2026. 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 51,123,487 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’ three nominees for Class II directors, Roy Azevedo, Fabio Rosati and Katharine Weymouth, each to hold office until our Annual Meeting of Stockholders in 2029.(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, 2026.(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, 2026
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