Xometry, Inc.
For the period ended Jun 30, 2026. Filed Aug 4, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 4, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-07.
0001193125-26-211872
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-04.
0001193125-26-332776
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 150 previous paragraphs and 179 current paragraphs.
94 unchanged; 37 reworded; 38 added; 18 removed; 1 previous and 10 current paragraphs rearranged.
Tables are not compared: 6 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (38)
Current report
Acquisition of GoBRANDgo, LLC
Current report
On July 1, 2026, we acquired the assets of GoBRANDgo, LLC (“GoBRANDgo”) pursuant to an Asset Purchase Agreement. The acquisition of GoBRANDgo is expected to enhance our marketing services offering through GoBRANDgo's AI and automation capabilities. The aggregate non-contingent portion of the purchase price was approximately $4.6 million and was paid in cash on the closing date. In addition, the Asset Purchase Agreement includes a contingent consideration arrangement to the former owners of GoBRANDgo of up to a maximum of $2.5 million (undiscounted) in the Company’s Class A common stock based upon the achievement of certain revenue and adjusted earnings before interest, taxes, depreciation and amortization targets.
Current report
For the six months ended June 30, 2026, Adjusted EBITDA was $24.6 million, as compared to Adjusted EBITDA of $4.0 million for the same period in 2025. For the six months ended June 30, 2026, Adjusted EBITDA margin was 5.7% of revenue, as compared to 1.3% of revenue for the same period in 2025.
Current report
The increase in Adjusted EBITDA for each of these periods was driven primarily by increased operating efficiencies as we continue to grow our revenue and margins faster than our expenses.
Current report
For the six months ended June 30, 2026, Non-GAAP net income was $16.8 million, as compared to Non-GAAP net loss of $(1.4) million for the same period in 2025. For the six months ended June 30, 2026, Non-GAAP net income (loss) was 3.9% of revenue, as compared to (0.5)% of revenue for the same period in 2025.
Current report
Total revenue for the three months ended June 30, 2026 and 2025 was $194.7 million and $135.7 million, respectively, for the U.S. reportable segment and $34.5 million and $26.8 million, respectively, for the International reportable segment.
Current report
Total cost of revenue for the three months ended June 30, 2026 and 2025 was $121.2 million and $81.0 million, respectively for the U.S. reportable segment, and $20.9 million and $16.4 million, respectively, for the International reportable segment.
Current report
Gross profit increased $22.0 million, or 34%, from $65.2 million for the three months ended June 30, 2025 to $87.2 million for the three months ended June 30, 2026. The increase in gross profit was primarily due to increases in revenue from marketplace as compared to the prior year period.
Current report
Gross margin for services was 89.1% for the three months ended June 30, 2026, as compared to 88.7% for the three months ended June 30, 2025.
Current report
Sales and marketing expense increased $3.8 million, or 13%, from $29.8 million for the three months ended June 30, 2025 to $33.6 million for the three months ended June 30, 2026, primarily due to increases in commission expenses, employee compensation and benefit costs due to increased headcount and consulting expenses. As a percent of total revenue, sales and marketing expenses decreased to 14.6% for the three months ended June 30, 2026 from 18.3% for the three months ended June 30, 2025.
Current report
Advertising expense decreased $0.6 million, from $9.2 million for the three months ended June 30, 2025 to $8.6 million for the three months ended June 30, 2026, primarily due to decreased marketplace advertising.
Current report
General and administrative expense increased $7.8 million, or 46%, from $16.9 million for the three months ended June 30, 2025 to $24.7 million for the three months ended June 30, 2026, primarily driven by increases in stock-based compensation, the costs of charitable contributions of Class A common stock and reserves for bad debt. As a percent of total revenue, general and administrative expenses increased to 10.8% for the three months ended June 30, 2026 from 10.4% for the three months ended June 30, 2025.
Current report
Interest and dividend income increased $0.4 million, or 19%, from $2.2 million for the three months ended June 30, 2025 to $2.6 million for the three months ended June 30, 2026. The increase was primarily due to higher investment in the money market account.
Current report
Other expenses decreased by $16.4 million, from $17.4 million for the three months ended June 30, 2025 to $1.0 million for the three months ended June 30, 2026. The decrease was due to a $16.4 million loss on debt extinguishment recognized in connection with the partial repurchase of the 2027 Notes in the second quarter of 2025.
Current report
Comparison of the Six Months Ended June 30, 2026 and 2025
Current report
Revenue
Current report
Total revenue increased $120.9 million, or 39%, from $313.5 million for the six months ended June 30, 2025 to $434.4 million for the six months ended June 30, 2026. This growth was a result of an increase in marketplace revenue. Marketplace revenue increased $122.1 million, or 43%, from $284.6 million for the six months ended June 30, 2025 to $406.7 million for the six months ended June 30, 2026. The increase in marketplace revenue was primarily due to increased buyer activity on the platform, particularly with respect to enterprise customers, for the six months ended June 30, 2026 as compared to the prior year period.
Current report
Total revenue for the six months ended June 30, 2026 and 2025 was $367.0 million and $263.6 million, respectively, for the U.S. reportable segment and $67.5 million and $50.0 million, respectively, for the International reportable segment.
Current report
Total cost of revenue increased $76.8 million, or 40%, from $192.0 million for the six months ended June 30, 2025 to $268.8 million for the six months ended June 30, 2026. This increase was primarily the result of an increase in marketplace cost of revenue. Total cost of revenue from marketplace and services for the six months ended June 30, 2026 was $265.5 million and $3.3 million, respectively, as compared to $188.8 million and $3.2 million, respectively, for the six months ended June 30, 2025.
Current report
Total cost of revenue for the six months ended June 30, 2026 and 2025 was $227.3 million and $160.9 million, respectively for the U.S. reportable segment, and $41.5 million and $31.1 million, respectively, for the International reportable segment.
Current report
Gross Profit and Margin
Current report
Total gross margin was 38.1% for the six months ended June 30, 2026 as compared to 38.8% for the six months ended June 30, 2025. The decrease was primarily driven by primarily driven by faster growth and associated mix shift to marketplace revenue which has lower gross margin than services.
Current report
Gross margin for our services was 88.1% for the six months ended June 30, 2026, as compared to 88.9% for the six months ended June 30, 2025.
Current report
Sales and marketing expense increased $9.3 million, or 17%, from $56.2 million for the six months ended June 30, 2025 to $65.6 million for the six months ended June 30, 2026, primarily due to increases in commission expense, employee compensation and benefit costs due to increased headcount, consulting expenses and marketing and advertising spend. As a percent of total revenue, sales and marketing expenses decreased to 15.1% for the six months ended June 30, 2026 from 17.9% for the six months ended June 30, 2025.
Current report
Advertising expense increased $1.4 million, from $16.0 million for the six months ended June 30, 2025 to $17.4 million for the six months ended June 30, 2026 primarily due to increased services advertising.
Current report
Interest expense increased $0.1 million, or 6% from $2.4 million for the six months ended June 30, 2025 to $2.5 million for the six months ended June 30, 2026.
Current report
Other expenses decreased by $16.8 million, from $18.2 million for the six months ended June 30, 2025 to $1.5 million for the six months ended June 30, 2026. The decrease was primarily due to a $16.4 million loss on debt extinguishment recognized in connection with the partial repurchase of the 2027 Notes in the second quarter of 2025.
Current report
Income from unconsolidated joint venture increased $0.1 million from $0.3 million for the six months ended June 30, 2025 to $0.4 million for the six months ended June 30, 2026.
Current report
Additional Segment Considerations
Current report
Siemens Common Stock Issuance
Current report
On May 6, 2026, we entered into an agreement with Siemens Industry Software Inc. (“Siemens ISW”) to integrate Xometry marketplace capabilities directly into the Siemens ISW industrial software ecosystem. Under the terms of the agreement, Xometry will develop the necessary software (“Software Deliverable”) with support from Siemens ISW, and then provide the Software Deliverable to Siemens ISW at no cost through an original equipment manufacturer agreement (the “OEM Agreement”). Certain exclusivity terms apply for a period of up to seven years from the agreement effective date. Based on the planned collaboration timeline, exclusivity terms will apply for five years subsequent to the completion of the Software Deliverable.
Current report
The OEM Agreement will have a base term of five years and renew for successive 1-year terms unless cancelled by either party. Each party is responsible for its own costs during the software development and commercialization phases. In connection with the Stock Purchase Agreement, Siemens Beteiligungen Inland GmbH purchased 1,049,759 shares of our Class A common stock for approximately $50 million.
Current report
2026 Common Stock Issuance
Current report
On June 1, 2026, we entered into an underwriting agreement with J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), to issue and sell 2,647,059 shares of our Class A common stock at a public offering price of $85.00 per share, less underwriting discounts and commissions, pursuant to an effective shelf registration statement on Form S-3 previously filed with the SEC (the “2026 Common Stock Issuance”). The initial closing of the 2026 Common Stock Issuance occurred on June 3, 2026. In addition, we granted the Underwriters an option to purchase, for a period of up to 30 days, up to an additional 397,058 shares of our Class A common stock, which the Underwriters exercised in full on June 22, 2026. After deducting total issuance costs, we received net proceeds of approximately $247.6 million.
Current report
We intend to use the net proceeds from the 2026 Common Stock Issuance working capital and general corporate purposes, including, but not limited to, general and administrative matters, repayment of debt, capital expenditures and acquisitions of other businesses or assets.
Current report
During the three months ended June 30, 2026, the 2030 Sale Price Trigger was met and as a result, holders may convert their 2030 Notes at any time during the three months ending September 30, 2026.
Current report
During the three months ended June 30, 2026, the 2027 Sale Price Trigger was met and as a result, holders may convert their 2027 Notes at any time during the three months ending September 30, 2026.
Current report
For the six months ended June 30, 2025, net cash provided by financing activities was $2.0 million, primarily resulting from $242.2 million in net proceeds from the issuance of the 2030 Notes (net of issuance costs) and approximately $1.4 million from the exercise of stock options largely offset by outflows of $216.0 million to repurchase a portion of the 2027 Notes, approximately $17.5 million to purchase capped calls and approximately $8.1 million to purchase treasury stock.
Removed paragraphs (18)
Previous report
On May 6, 2026, in connection with its entry into a Collaboration Agreement, the Company entered into a stock purchase agreement (the “Purchase Agreement”) with Siemens Beteiligungen Inland GmbH (“Siemens GmbH”), an affiliate of Siemens Industry Software Inc. (“Siemens”), pursuant to which the Company agreed to issue and sell 1,049,759 shares (the “Shares”) of the Company’s Class A common stock, par value $0.000001 per share, to Siemens GmbH for an aggregate purchase price of approximately $50,000,000 in a private placement. The number of Shares of Class A common stock to be issued and sold to Siemens GmbH pursuant to the Purchase Agreement was based on the 20-day volume-weighted average price of the Common Stock for the period ending May 5, 2026. The issuance of the Shares is expected to occur on or about May 8, 2026, subject to customary closing conditions.
Previous report
Operating Expenses
Previous report
Other (Expenses) Income
Previous report
Interest Expense
Previous report
Interest and Dividend Income
Previous report
Other Expenses
Previous report
Income from Unconsolidated Joint Venture
Previous report
Total revenue for the three months ended March 31, 2026 and 2025 was $172.2 million and $127.8 million, respectively, for the U.S. reportable segment and $32.9 million and $23.2 million, respectively, for the International reportable segment.
Previous report
Total cost of revenue for the three months ended March 31, 2026 and 2025 was $106.1 million and $79.9 million, respectively for the U.S. reportable segment, and $20.6 million and $14.7 million, respectively, for the International reportable segment.
Previous report
Gross margin for our supplier services was 87.1% for the three months ended March 31, 2026, as compared to 89.1% for the three months ended March 31, 2025.
Previous report
Operating Expenses
Previous report
Advertising expense increased $2.0 million, from $6.8 million for the three months ended March 31, 2025 to $8.8 million for the three months ended March 31, 2026 primarily due to increased marketplace advertising.
Previous report
Other (Expenses) Income
Previous report
Interest Expense
Previous report
Interest and Dividend Income
Previous report
Other Expenses
Previous report
Other expenses decreased by $0.4 million, from $0.9 million for the three months ended March 31, 2025 to $0.5 million for the three months ended March 31, 2026. The decrease was primarily due to decreases in foreign exchange losses.
Previous report
Income from Unconsolidated Joint Venture
Reworded paragraphs (37)
Previous wording
Unfavorable conditions in the economy both in the United States and abroad may negatively affect the growth of our business and our results of operations. For example, macroeconomic events, fluctuations in inflation and interest rates, volatile market conditions, impacts from tariffs, the Russia-Ukraine war, conflict in the Middle East and other geopolitical tensions, have led to economic uncertainty globally. Historically, during periods of economic uncertainty and downturns, businesses may slow spending on information technology and manufacturing, which may impact our business and our customers’ businesses.
Current wording
Unfavorable conditions in the economy both in the United States and abroad may negatively affect the growth of our business and our results of operations. For example, macroeconomic events, fluctuations in inflation and interest rates, volatile market conditions, impacts from changes in trade policy, the Russia-Ukraine war, conflict in the Middle East and other geopolitical tensions, have led to economic uncertainty globally. Historically, during periods of economic uncertainty and downturns, businesses may slow spending on information technology and manufacturing, which may impact our business and our customers’ businesses.
Previous wording
During 2025, we initiated restructuring actions to help improve efficiency and align resources by reducing our workforce by approximately 5%. The workforce reduction focused on realigning our staffing levels to help us meet the current and future objectives of our business. For the three months ended March 31, 2025, we incurred $1.5 million for employee termination costs related to our restructuring. Refer to Note 9, Commitments and Contingencies—Restructuringfor our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
Current wording
During 2025, we initiated restructuring actions to help improve efficiency and align resources by reducing our workforce by approximately 5%. The workforce reduction focused on realigning our staffing levels to help us meet the current and future objectives of our business. For the three and six months ended June 30, 2025, we incurred $0.1 million and $1.6 million, respectively, for employee termination costs related to our restructuring. Refer to Note 10, Commitments and Contingencies—Restructuringfor our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
Previous wording
Active Buyers has consistently grown over time. The number of Active Buyers on our platform reached 85,581 as of March 31, 2026, up 20% from 71,454 as of March 31, 2025. The key drivers of Active Buyer growth are continued account and buyer engagement and the success of our strategy to attract new buyers.
Current wording
Active Buyers has consistently grown over time. The number of Active Buyers on our platform reached 89,557 as of June 30, 2026, up 20% from 74,777 as of June 30, 2025. The key drivers of Active Buyer growth are continued account and buyer engagement and the success of our strategy to attract new buyers.
Previous wording
Accounts with Last Twelve-Month, or LTM, Spend of at Least $50,000 means an account that has spent at least $50,000 on our marketplace in the most recent twelve-month period. We view the acquisition of an account as a foundation for the addition of long-term buyers to our marketplace. Once an account joins our platform, we aim to expand the relationship and increase engagement and spending activities from that account over time. The number of accounts with LTM Spend of at Least $50,000 on our platform reached 1,864 as of March 31, 2026, up 21% from 1,545 as of March 31, 2025.
Current wording
Accounts with Last Twelve-Month, or LTM, Spend of at Least $50,000 means an account that has spent at least $50,000 on our marketplace in the most recent twelve-month period. We view the acquisition of an account as a foundation for the addition of long-term buyers to our marketplace. Once an account joins our platform, we aim to expand the relationship and increase engagement and spending activities from that account over time. The number of accounts with LTM Spend of at Least $50,000 on our platform reached 2,039 as of June 30, 2026, up 23% from 1,653 as of June 30, 2025.
Previous wording
We define Adjusted EBITDA as net loss, adjusted for interest expense, interest and dividend income, other expenses, and certain other non-cash or non-recurring items impacting net loss from time to time, principally comprised of depreciation and amortization, amortization of lease intangible, provision for income taxes, stock-based compensation, payroll tax expense related to stock-based compensation, charitable contributions of common stock, income from unconsolidated joint venture, restructuring charges, and acquisition and other adjustments not reflective of our ongoing business, such as adjustments related to purchase accounting, the revaluation of contingent consideration, transaction costs and executive severance. Adjusted EBITDA is a performance measure that we use to assess our operating performance and the operating leverage in our business. Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA for a period by revenue for the same period.
Current wording
We define Adjusted EBITDA as net loss, adjusted for interest expense, interest and dividend income and other expenses, and certain other non-cash or non-recurring items impacting net loss from time to time, principally comprised of depreciation and amortization, amortization of lease intangible, provision for (benefit from) income taxes, stock-based compensation, payroll tax expense related to stock-based compensation, charitable contributions of common stock, income from unconsolidated joint venture, restructuring charges, and acquisition and other adjustments not reflective of our ongoing business, such as adjustments related to purchase accounting, the revaluation of contingent consideration, transaction costs and executive severance. Adjusted EBITDA is a performance measure that we use to assess our operating performance and the operating leverage in our business. Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA for a period by revenue for the same period.
Previous wording
For the three months ended March 31, 2026, Adjusted EBITDA was $10.5 million, as compared to Adjusted EBITDA of $0.1 million for the same quarter in 2025. For the three months ended March 31, 2026, Adjusted EBITDA Margin was 5.1% of revenue, as compared to 0.1% of revenue for the same quarter in 2025.
Current wording
For the three months ended June 30, 2026, Adjusted EBITDA was $14.1 million, as compared to Adjusted EBITDA of $3.9 million for the same quarter in 2025. For the three months ended June 30, 2026, Adjusted EBITDA Margin was 6.2% of revenue, as compared to 2.4% of revenue for the same quarter in 2025.
Previous wording
We define Non-GAAP Net Income (Loss), as net loss adjusted for stock-based compensation, payroll tax expense related to stock-based compensation, amortization of lease intangible, amortization of deferred costs on convertible notes, charitable contributions of common stock, lease termination, restructuring charges, amortization of acquired intangible assets & patents, other amortization and acquisition and other adjustments not reflective of our ongoing business, such as adjustments related to purchase accounting, the revaluation of contingent consideration, transaction costs and executive severance.
Current wording
We define Non-GAAP Net Income (Loss), as net loss adjusted for stock-based compensation, payroll tax expense related to stock-based compensation, amortization of lease intangible, amortization of deferred costs on convertible notes, charitable contributions of common stock, lease termination, restructuring charges, loss on debt extinguishment, amortization of acquired intangible assets & patents, other amortization and acquisition and other adjustments not reflective of our ongoing business, such as adjustments related to purchase accounting, the revaluation of contingent consideration, transaction costs and executive severance.
Previous wording
For the three months ended March 31, 2026, Non-GAAP net income was $6.9 million, as compared to Non-GAAP net loss of $(2.5) million for the same quarter in 2025. For the quarter ended March 31, 2026, Non-GAAP net income was 3.4% of revenue, as compared to Non-GAAP net loss was (1.7)% of revenue for the same quarter in 2025.
Current wording
For the three months ended June 30, 2026, Non-GAAP net income was $9.9 million, as compared to Non-GAAP net income of $1.1 million for the same quarter in 2025. For the three months ended June 30, 2026, Non-GAAP net income was 4.3% of revenue, as compared to 0.7% of revenue for the same quarter in 2025.
Previous wording
Product development costs that are not eligible for capitalization are expensed as incurred. These costs primarily consist of compensation expenses, including stock-based compensation expenses to our employees performing these functions, restructuring charges and certain depreciation and amortization expense. We expect product development expense to increase in absolute dollars in the future as we grow our business but decrease as a percentage of revenue. Product development expenses may fluctuate from period to period based on the timing of our investments, which may vary in scope and scale over future periods.
Current wording
Product development costs that are not eligible for capitalization are expensed as incurred. These costs primarily consist of compensation expenses, including stock-based compensation expenses to our employees performing these functions, restructuring charges and certain depreciation and amortization expense. We expect product development expense to increase in absolute dollars in the future as we grow our business but decrease over time as a percentage of revenue. Product development expenses may fluctuate from period to period based on the timing of our investments, which may vary in scope and scale over future periods.
Previous wording
General and administrative expenses primarily consist of compensation expenses, including stock-based compensation expenses, for executive, finance, legal and other administrative personnel, provision for bad debt, professional service fees, facilities cost, restructuring charges and certain depreciation and amortization expense. We expect general and administrative expenses to increase in absolute dollars in the future as we grow our business but decrease as a percentage of revenue. General and administrative expenses may fluctuate from period to period due to the timing of our investments, which may vary in scope and scale over future periods.
Current wording
General and administrative expenses primarily consist of compensation expenses, including stock-based compensation expenses, for executive, finance, legal and other administrative personnel, provision for bad debt, professional service fees, facilities cost, restructuring charges and certain depreciation and amortization expense. We expect general and administrative expenses to increase in absolute dollars in the future as we grow our business but decrease over time as a percentage of revenue. General and administrative expenses may fluctuate from period to period due to the timing of our investments, which may vary in scope and scale over future periods.
Previous wording
The following table sets forth our unaudited statements of operations data for the periods indicated:
Current wording
The following table sets forth our unaudited statements of operations data for the periods indicated (in thousands):
Previous wording
Total revenue increased $54.2 million, or 36%, from $151.0 million for the three months ended March 31, 2025 to $205.1 million for the three months ended March 31, 2026. This growth was a result of an increase in marketplace revenue, partially offset by a decrease in services revenue. Marketplace revenue increased $55.0 million, or 40%, from $136.4 million for the three months ended March 31, 2025 to $191.3 million for the three months ended March 31, 2026. The increase in marketplace revenue was primarily due to increased buyer activity on the platform, particularly with respect to enterprise customers, for the three months ended March 31, 2026 as compared to the prior year period.
Current wording
Total revenue increased $66.7 million, or 41%, from $162.5 million for the three months ended June 30, 2025 to $229.3 million for the three months ended June 30, 2026. This growth was a result of an increase in marketplace revenue. Marketplace revenue increased $67.1 million, or 45%, from $148.2 million for the three months ended June 30, 2025 to $215.4 million for the three months ended June 30, 2026. The increase in marketplace revenue was primarily due to increased buyer activity on the platform, particularly with respect to enterprise customers, for the three months ended June 30, 2026 as compared to the prior year period.
Previous wording
Services revenue decreased $0.8 million, or 5% from $14.6 million for the three months ended March 31, 2025 to $13.8 million for the three months ended March 31, 2026. The decrease in revenue was due to reductions in Thomas advertising and marketing services, partly offset by growth in financial services.
Current wording
Services revenue decreased $0.4 million, or 3% from $14.3 million for the three months ended June 30, 2025 to $13.9 million for the three months ended June 30, 2026. The decrease in revenue was due to reductions in Thomas advertising and marketing services, partly offset by growth in financial services.
Previous wording
Total cost of revenue increased $32.0 million, or 34%, from $94.6 million for the three months ended March 31, 2025 to $126.7 million for the three months ended March 31, 2026. This increase was primarily the result of an increase in marketplace cost of revenue. Total cost of revenue from marketplace and supplier services for the three months ended March 31, 2026 was $124.9 million and $1.8 million, respectively, as compared to $93.0 million and $1.6 million, respectively, for the three months ended March 31, 2025.
Current wording
Total cost of revenue increased $44.8 million, or 46%, from $97.4 million for the three months ended June 30, 2025 to $142.1 million for the three months ended June 30, 2026. This increase was primarily the result of an increase in marketplace cost of revenue. Total cost of revenue from marketplace and services for the three months ended June 30, 2026 was $140.6 million and $1.5 million, respectively, as compared to $95.8 million and $1.6 million, respectively, for the three months ended June 30, 2025.
Previous wording
Total gross margin was 38.3% for the three months ended March 31, 2026 as compared to 37.3% for the three months ended March 31, 2025. The increase was primarily driven by higher marketplace gross margin as compared to the prior period.
Current wording
Total gross margin was 38.0% for the three months ended June 30, 2026 as compared to 40.1% for the three months ended June 30, 2025. The decrease was primarily driven by faster growth and associated mix shift to marketplace revenue which has lower gross margin than services.
Previous wording
Sales and marketing expense increased $5.5 million, or 21%, from $26.4 million for the three months ended March 31, 2025 to $32.0 million for the three months ended March 31, 2026, primarily due to increases in marketing and advertising spend, consulting expenses, commission expense and employee compensation and benefit costs due to increased headcount. As a percent of total revenue, sales and marketing expenses decreased to 15.6% for the three months ended March 31, 2026 from 17.5% for the three months ended March 31, 2025.
Current wording
Operations and support expense increased $3.7 million, or 21%, from $17.7 million for the three months ended June 30, 2025 to $21.4 million for the three months ended June 30, 2026, primarily due to increases in consulting expenses and employee compensation and benefit costs due to increased headcount. As a percent of total revenue, operations and support expenses decreased to 9.3% for the three months ended June 30, 2026 from 10.9% for the three months ended June 30, 2025.
Previous wording
Product development expense increased $0.3 million, or 2%, from $11.2 million for the three months ended March 31, 2025 to $11.4 million for the three months ended March 31, 2026, primarily as a result of an increase in software costs, offset by increases in the amount of compensation and benefits cost and stock-based compensation capitalized to software development. As a percent of total revenue, product development expenses decreased to 5.6% for the three months ended March 31, 2026 as compared to 7.4% for the three months ended March 31, 2025.
Current wording
Product development expense increased $2.0 million, or 18%, from $11.0 million for the three months ended June 30, 2025 to $13.0 million for the three months ended June 30, 2026, primarily as a result of an increase in software costs and depreciation and amortization, offset by increases in the amount of compensation and benefits cost and stock-based compensation capitalized to software development. As a percent of total revenue, product development expenses decreased to 5.7% for the three months ended June 30, 2026, as compared to 6.8% for the three months ended June 30, 2025.
Previous wording
Interest expense remained flat at $1.2 million for the three months ended March 31, 2026 and 2025.
Current wording
Interest expense remained flat at approximately $1.2 million for the three months ended June 30, 2026 and 2025.
Previous wording
Income from unconsolidated joint venture remained flat at $0.1 million for the three months ended March 31, 2026 and 2025.
Current wording
Income from unconsolidated joint venture remained flat at approximately $0.2 million for the three months ended June 30, 2026 and 2025.
Previous wording
Segment Adjusted EBITDA from our U.S. reportable segment for the three months ended March 31, 2026 and 2025 was $13.3 million and $3.0 million, respectively. Segment Adjusted EBITDA from our International reportable segment for the three months ended March 31, 2026 and 2025 was $(2.8) million and $(2.9) million, respectively.
Current wording
Segment Adjusted EBITDA from our U.S. reportable segment for the three months ended June 30, 2026 and 2025 was $17.5 million and $6.9 million, respectively. Segment Adjusted EBITDA from our International reportable segment for the three months ended June 30, 2026 and 2025 was $(3.3) million and $(2.9) million, respectively.
Previous wording
Gross profit increased $22.2 million, or 39%, from $56.3 million for the three months ended March 31, 2025 to $78.5 million for the three months ended March 31, 2026. The increase in gross profit was primarily due to increases in revenue from marketplace and improved marketplace gross margins as compared to the prior year period.
Current wording
Gross profit increased $44.1 million, or 36%, from $121.5 million for the six months ended June 30, 2025 to $165.6 million for the six months ended June 30, 2026. The increase in gross profit was primarily due to increases in revenue from marketplace and improved marketplace gross margins as compared to the prior year period.
Previous wording
Gross margin for marketplace was 34.7% for the three months ended March 31, 2026, as compared to 31.8% for the three months ended March 31, 2025. The improvement was due largely to our AI-driven platform and expanding network of active suppliers which optimizes pricing to buyers and suppliers.
Current wording
Gross margin for marketplace was 34.7% for the six months ended June 30, 2026, as compared to 33.7% for the six months ended June 30, 2025. The improvement was due largely to our AI-driven platform and expanding network of active suppliers which optimizes pricing to buyers and suppliers.
Previous wording
Operations and support expense increased $2.6 million, or 15%, from $17.1 million for the three months ended March 31, 2025 to $19.7 million for the three months ended March 31, 2026, primarily due to increases in consulting expenses and employee compensation and benefit costs due to increased headcount. These increases were offset by a reduction in restructuring costs. As a percent of total revenue, operations and support expenses decreased to 9.6% for the three months ended March 31, 2026 from 11.3% for the three months ended March 31, 2025.
Current wording
Operations and support expense increased $6.2 million, or 18%, from $34.8 million for the six months ended June 30, 2025 to $41.1 million for the six months ended June 30, 2026, primarily due to increases in consulting expenses and employee compensation and benefit costs due to increased headcount. These increases were offset by a reduction in restructuring costs. As a percent of total revenue, operations and support expenses decreased to 9.5% for the six months ended June 30, 2026 from 11.1% for the six months ended June 30, 2025.
Previous wording
General and administrative expense increased $3.6 million, or 21%, from $17.0 million for the three months ended March 31, 2025 to $20.7 million for the three months ended March 31, 2026, primarily driven by increases in stock-based compensation and higher employee compensation and benefit costs due to increased headcount. As a percent of total revenue, general and administrative expenses decreased to 10.1% for the three months ended March 31, 2026 from 11.3% for the three months ended March 31, 2025.
Current wording
General and administrative expense increased $11.4 million, or 34%, from $34.0 million for the six months ended June 30, 2025 to $45.4 million for the six months ended June 30, 2026, primarily driven by increases in stock-based compensation, the costs of charitable contributions of Class A common stock, reserves for bad debt and higher employee compensation and benefit costs due to increased headcount. As a percent of total revenue, general and administrative expenses decreased to 10.4% for the six months ended June 30, 2026 from 10.8% for the six months ended June 30, 2025.
Previous wording
Interest and dividend income decreased $0.5 million, or 22%, from $2.3 million for the three months ended March 31, 2025 to $1.8 million for the three months ended March 31, 2026. The decrease was primarily due to lower investment in the money market account as the Company funds ongoing operations.
Current wording
Interest and dividend income decreased $0.1 million, or 2%, from $4.5 million for the six months ended June 30, 2025 to $4.4 million for the six months ended June 30, 2026. The decrease was primarily due to lower investment in the money market account as the Company funds ongoing operations.
Previous wording
We have financed our operations primarily through sales of our equity securities and borrowings under our convertible notes. As of March 31, 2026, our cash and cash equivalents and marketable securities totaled $224.0 million. We believe our existing cash and cash equivalents and marketable securities will be sufficient to support our working capital and capital expenditure requirements for at least the next twelve months. We believe we will meet our longer-term expected future cash requirements primarily from a combination of cash flow from operating activities and available cash and cash equivalents and marketable securities. We may also engage in equity or debt financings to secure additional funds. Our future capital requirements will depend on many factors, including our revenue growth rate, receivable and payable cycles, the timing and extent of investments in product development, sales and marketing, operations and support and general and administrative expenses.
Current wording
We have financed our operations primarily through sales of our equity securities and borrowings under our convertible notes. As of June 30, 2026, our cash and cash equivalents and marketable securities totaled $516.7 million. We believe our existing cash and cash equivalents and marketable securities will be sufficient to support our working capital and capital expenditure requirements for at least the next twelve months. We believe we will meet our longer-term expected future cash requirements primarily from a combination of cash flow from operating activities and available cash and cash equivalents and marketable securities. We may also engage in equity or debt financings to secure additional funds. Our future capital requirements will depend on many factors, including our revenue growth rate, receivable and payable cycles, the timing and extent of investments in product development, sales and marketing, operations and support and general and administrative expenses.
Previous wording
if the last reported sale price of our Class A common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the preceding calendar quarter is greater than or equal to 130% of the applicable conversion price of the 2030 Notes on each such trading day;
Current wording
if the last reported sale price of our Class A common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the preceding calendar quarter is greater than or equal to 130% of the applicable conversion price of the 2030 Notes on each such trading day (the “2030 Sale Price Trigger”);
Previous wording
As of March 31, 2026, the 2030 Notes have a carrying value of approximately $242.7 million with an effective annual interest rate of 1.4%.
Current wording
As of June 30, 2026, the 2030 Notes have a carrying value of approximately $243.2 million with an effective annual interest rate of 1.4%.
Previous wording
if the last reported sale price of our Class A common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the preceding calendar quarter is greater than or equal to 130% of the applicable conversion price of the 2027 Notes on each such trading day;
Current wording
if the last reported sale price of our Class A common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the preceding calendar quarter is greater than or equal to 130% of the applicable conversion price of the 2027 Notes on each such trading day (the “2027 Sale Price Trigger”);
Previous wording
As of March 31, 2026, the 2027 Notes have a carrying value of approximately $85.3 million with an effective annual interest rate of 1.6%.
Current wording
As of June 30, 2026, the 2027 Notes have a carrying value of approximately $85.5 million with an effective annual interest rate of 1.6%.
Previous wording
Following this partial repurchase, approximately $85.8 million aggregate principal amount of the 2027 Notes remain outstanding on our Condensed Consolidated Balance Sheet. The original terms and conditions continue to apply to the remaining notes, and the unamortized debt discount and issuance costs related to these notes will continue to be deferred and accreted.
Current wording
Following this partial repurchase, approximately $85.8 million aggregate principal amount of the 2027 Notes remain outstanding on our Condensed Consolidated Balance Sheet. The original terms and conditions continue to apply to the remaining 2027 Notes, and the unamortized debt discount and issuance costs related to these notes will continue to be deferred and accreted.
Previous wording
The following table presents a summary of our cash flows from operating, investing, and financing activities for the three months ended March 31, 2026 and 2025.
Current wording
The following table presents a summary of our cash flows from operating, investing, and financing activities for the six months ended June 30, 2026 and 2025.
Previous wording
For the three months ended March 31, 2026, net cash provided by operating activities was $14.6 million, primarily due to a net loss of $(5.3) million adjusted for non-cash charges of $15.1 million and a net $4.8 million adjustment from changes in operating assets and liabilities. The non-cash charges primarily relate to stock-based compensation of $8.3 million, and depreciation and amortization of $4.9 million. The net decrease in operating assets and liabilities is primarily driven by the changes in accounts receivable of $22.7 million due to increased sales, offset by changes in accounts payable and accrued cost of revenue of $17.7 million due to the timing of payments and sales growth, and changes in other accrued expenses of $11.0 million.
Current wording
For the six months ended June 30, 2026, net cash provided by operating activities was $17.5 million, primarily due to a net loss of $10.6 million adjusted for non-cash charges of $35.3 million and a net $(7.2) million adjustment from changes in operating assets and liabilities. The non-cash charges primarily relate to stock-based compensation of $19.7 million and depreciation and amortization of $10.8 million. The net decrease in operating assets and liabilities is primarily driven by the changes in accounts receivable of $33.3 million due to increased sales and an increase in other assets of $6.4 million, offset by changes in accounts payable and accrued cost of revenue of $25.7 million due to the timing of payments and sales growth, and changes in other accrued expenses of $5.5 million.
Previous wording
For the three months ended March 31, 2025, net cash used in operating activities was $3.7 million, primarily due to a net loss of $(15.1) million adjusted for non-cash charges of $13.6 million and a net decrease in our operating assets and liabilities of $(2.2) million. The non-cash adjustments primarily relate to stock-based compensation of $7.3 million, depreciation and amortization of $4.2 million and a $1.1 million of reduction to our right of use lease assets. The net decrease in operating assets and liabilities is primarily driven by the changes in accounts receivable of $13.4 million due to increased sales, changes in other assets of $2.0 million, changes in lease liabilities of $1.5 million and changes in prepaid expenses of $1.5 million offset by changes in accounts payable of $15.0 million due to timing of payments and changes in contract liabilities of $1.9 million.
Current wording
For the six months ended June 30, 2025, net cash used in operating activities was $4.1 million, primarily due to a net loss of $(41.5) million adjusted for non-cash charges of $44.5 million and a net decrease in our operating assets and liabilities of $(7.1) million. The non-cash adjustments primarily relate to a loss on debt extinguishment of $16.4 million, stock-based compensation of $15.2 million, depreciation and amortization of $8.7 million and a $2.2 million of reduction to our right of use lease assets. The net decrease in operating assets and liabilities is primarily driven by the changes in accounts receivable of $13.5 million due to increased sales and a reduction in lease liabilities of $3.2 million, offset by changes in accounts payable and accrued cost of revenue of $6.4 million due to timing of payments and growth, changes in contract liabilities of $2.1 million and changes in other accrued expenses of $2.0 million.
Previous wording
For the three months ended March 31, 2025, net cash used in investing activities was $3.7 million, primarily due to capitalization of internal-use software development costs and the purchase of property and equipment of $5.5 million and the purchase of marketable securities of $2.3 million offset by the sale of marketable securities of $4.0 million.
Current wording
For the six months ended June 30, 2026, net cash used in investing activities was $314.7 million, primarily due to the purchase of marketable securities of $326.8 million and the capitalization of internal-use software development costs and purchases of property and equipment of $24.0 million offset by the sale of marketable securities of $36.0 million.
Previous wording
For the three months ended March 31, 2026, net cash used in investing activities was $9.3 million, primarily due to the purchase of marketable securities of $12.3 million and capitalization of internal-use software development costs and the purchase of property and equipment of $10.6 million offset by the sale of marketable securities of $13.5 million.
Current wording
For the six months ended June 30, 2025, net cash used in investing activities was $3.8 million, primarily due to capitalization of internal-use software development costs and the purchase of property and equipment of $12.5 million and the purchase of marketable securities of $4.4 million offset by the sale of marketable securities of $13.0 million.
Previous wording
For the three months ended March 31, 2026, net cash provided by financing activities was $0.8 million, relating to proceeds from the exercise of stock options.
Current wording
For the six months ended June 30, 2026, net cash provided by financing activities was $304.0 million, primarily due to net proceeds from the 2026 Common Stock Issuance of $248.1 million, proceeds from the issuance of common stock under the Siemens agreement of $50.0 million and proceeds from the exercise of stock options of $5.9 million.
Rearranged current paragraphs (10)
Current report — wording carried from elsewhere
Gross margin for marketplace was 34.7% for the three months ended June 30, 2026, as compared to 35.4% for the three months ended June 30, 2025.
Current report — wording carried from elsewhere
The following table sets forth our unaudited statements of operations data for the periods indicated (in thousands):
Current report — wording carried from elsewhere
The following table sets forth our unaudited statements of operations data expressed as a percentage of total revenue for the periods indicated:
Current report — wording carried from elsewhere
The following tables present our disaggregated revenue and cost of revenue. Revenue from our marketplace primarily reflects the sales of parts and assemblies on our platform. Revenue from services includes the sale of advertising and financial service products.
Current report — wording carried from elsewhere
Revenue and cost of revenue is presented in the following tables for the six months ended June 30, 2026 and 2025 (in thousands):
Current report — wording carried from elsewhere
Services revenue decreased $1.2 million, or 4% from $28.9 million for the six months ended June 30, 2025 to $27.7 million for the six months ended June 30, 2026. The decrease in revenue was due to reductions in Thomas advertising and marketing services, partly offset by growth in financial services.
Current report — wording carried from elsewhere
Marketplace cost of revenue was driven by order growth and increased activity on our marketplace.
Current report — wording carried from elsewhere
Product development expense increased $2.2 million, or 10%, from $22.2 million for the six months ended June 30, 2025 to $24.4 million for the six months ended June 30, 2026, primarily as a result of an increase in software costs, depreciation and amortization expense, and increased consulting costs, offset by increases in the amount of compensation and benefits cost and stock-based compensation capitalized to software development. As a percent of total revenue, product development expenses decreased to 5.6% for the six months ended June 30, 2026 as compared to 7.1% for the six months ended June 30, 2025.
Current report — wording carried from elsewhere
Segment Adjusted EBITDA from our U.S. reportable segment for the six months ended June 30, 2026 and 2025 was $30.8 million and $9.9 million, respectively. Segment Adjusted EBITDA from our International reportable segment for the six months ended June 30, 2026 and 2025 was $(6.1) million and $(5.9) million, respectively.
Current report — wording carried from elsewhere
We may, from time to time, repurchase our convertible senior notes using cash on hand, either on the open market or in privately negotiated transactions.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
For the three months ended March 31, 2025, net cash provided by financing activities was $0.5 million, relating to proceeds from the exercise of stock options.