XMTR / Xometry, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

FORM 8-K Item 2.02 Results of Operations and Financial Condition. Item 9.01 Financial Statements and Exhibits.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 05, 2025 Xometry, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40546 32-0415449 (State or Other Jurisdiction of Incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40546 XOMETRY, INC.

Xometry Reports Record Second Quarter 2025 Results

Exhibit 99.1 Xometry Reports Record Second Quarter 2025 Results • Q2 revenue increased 23% year-over-year to a record $163 million driven by robust marketplace growth. • Q2 marketplace revenue increased 26% year-over-year driven by strong enterprise growth and expanding networks of buyers and suppliers. • Q2 gross profit increased 23% year-over-year to a record $65.2 million, or 40.1% of revenue d

FORM 8-K Item 9.01 Financial Statements and Exhibits.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 18, 2025 Xometry, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40546 32-0415449 (State or Other Jurisdiction of Incorporation) (Commission File Number

Form of Confirmation for Capped Call Transactions

Exhibit 10.1 [Dealer name and address] To: Xometry, Inc. 6116 Executive Blvd Suite 800 North Bethesda, MD 20852 From: [Dealer] Re: [Base][Additional] Capped Call Transaction Date: [], 2025 Dear Ladies and Gentlemen: The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above-referenced transaction entered into on the Trade Date specified below (the

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2025 Xometry, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40546 32-0415449 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Xometry Announces Proposed $225 Million Offering of Convertible Senior Notes

Exhibit 99.1 Xometry Announces Proposed $225 Million Offering of Convertible Senior Notes North Bethesda, Md., June 9, 2025 (GLOBE NEWSWIRE) – Xometry, Inc. (“Xometry”) (XMTR), the global AI-powered marketplace connecting buyers with suppliers of manufacturing services, today announced its intent to offer, subject to market conditions and other factors, $225 million aggregate principal amount of C

Xometry Announces Pricing of $225 Million Offering of Convertible Senior Notes

Exhibit 99.2 Xometry Announces Pricing of $225 Million Offering of Convertible Senior Notes North Bethesda, Md., June 10, 2025 (GLOBE NEWSWIRE) – Xometry, Inc. (“Xometry”) (XMTR), the global AI-powered marketplace connecting buyers with suppliers of manufacturing services, today announced the pricing of $225 million aggregate principal amount of 0.75% Convertible Senior Notes due 2030 (the “Notes”

Form of Global Note representing Xometry, Inc.’s 0.75% Convertible Senior Notes due 2030 (included as Exhibit A to the Indenture filed as Exhibit 4.1)

Exhibit 4.1 EXECUTION VERSION XOMETRY, INC. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of June 12, 2025 0.75% Convertible Senior Notes due 2030 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. References to Interest 16 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES Section 2.01. Designation and

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2025 Xometry, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40546 32-0415449 (State or Other Jurisdiction of Incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents 32-0415449 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40546 XOMETRY, INC.

Xometry Reports First Quarter 2025 Results

Exhibit 99.1 Xometry Reports First Quarter 2025 Results • Q1 revenue increased 23% year-over-year to a record $151 million driven by robust marketplace growth. • Q1 marketplace revenue increased 27% year-over-year, a 700 basis point acceleration from Q4 2024, driven by strong U.S. enterprise growth. • Q1 gross profit increased 18% year-over-year to $56.3 million. • Q1 marketplace gross profit incr

FORM 8-K Item 2.02 Results of Operations and Financial Condition. Item 9.01 Financial Statements and Exhibits.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 06, 2025 Xometry, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40546 32-0415449 (State or Other Jurisdiction of Incorporation) (Commission File Number)

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. )

Table of Contents 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

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. )

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)) ☐ Def

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2025 Xometry, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40546 32-0415449 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 03, 2025 Xometry, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40546 32-0415449 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Letter Dated March 7, 2025 from KPMG LLP.

Exhibit 16.1 March 7, 2025 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: We were previously principal accountants for Xometry, Inc. and, under the date of February 25, 2025, we reported on the consolidated financial statements of Xometry, Inc. as of and for the years ended December 31, 2024 and 2023 and the effectiveness of internal control over financial reportin

Insider Trading Policy

Exhibit 19.1 Xometry, Inc. Insider Trading Policy This Insider Trading Policy (this “Policy”) is a supplement to the Company’s Code of Business Conduct and Ethics (the “Code”) and should be read in conjunction with the Code. After carefully reviewing this Policy, you must sign the acknowledgment attached as Exhibit A hereto, indicating that you have received, read, understand and agree to comply w

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40546 Xometry, Inc.

Calculation of Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 Xometry, Inc. Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A Common Stock, $0.000001 par value per share, 2021 Equity Incentive Plan Other(2) 2,488,229(3) $31.70 $78,876,859.30 0.00015310 $12

Form of performance restricted stock unit award agreement under the Xometry, Inc. 2021 Equity Incentive Plan

Exhibit 10.24 Xometry, Inc. PRSU Award Grant Notice Performance Restricted Stock Unit Award (2021 Equity Incentive Plan) Xometry, Inc. (the “Company”) has awarded to you (the “Participant”) up to the number of performance-based restricted stock units (“PRSUs” or “Performance Restricted Stock Units”) specified and on the terms set forth below in consideration of your services (the “PRSU Award”). Yo

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2025 Xometry, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40546 32-0415449 (State or Other Jurisdiction of Incorporation) (Commission File Nu

List of Subsidiaries of Xometry, Inc.

List of Subsidiaries Exhibit 21.1 Name Jurisdiction Thomas Publishing Company NY, United States Xometry UK Ltd. United Kingdom Xometry Europe GmbH Germany Xometry TR Teknoloji AS Turkey Xometry (Shanghai) Technology Co., Ltd. China Thomas Publishing Company LLC DE, United States Thomas Industrial Network, Inc. DE, United States Thomas Marketing Services, Inc. DE, United States Thomas Global Regist

Xometry Reports Fourth Quarter and Full Year 2024 Results

Exhibit 99.1 Xometry Reports Fourth Quarter and Full Year 2024 Results • Q4 revenue increased 16% year-over-year to a record $149 million driven by marketplace growth of 20% year-over-year. • Q4 gross profit increased 20% year-over-year to a record $59.0 million. • Q4 marketplace gross profit increased 32% year-over-year driven by our AI technology and expanding supplier network. Q4 marketplace gr

Employment Agreement by and between Xometry, Inc. and Vaidyanathan Raghavan.

Exhibit 10.23 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”), is entered into effective as of January 21, 2025 (the “Effective Date”), by and between Xometry, Inc. (the “Company”) and Vaidyanathan Raghavan (“Executive”). The Company desires to employ Executive, in the capacity of full-time Chief Technology Officer with an anticipated start date of February 5, 2025 (the “Start Dat

As filed with the U.S. Securities and Exchange Commission on February 25, 2025

As filed with the U.S. Securities and Exchange Commission on February 25, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Xometry, Inc. (Exact name of Registrant as specified in its charter) Delaware 32-0415449 (State or other jurisdiction of incorporation or organization) (I.R.S. Em

Employment Agreement by and between Xometry, Inc. and Sanjeev Singh Sahni.

Exhibit 10.22 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is entered into effective as of November 5, 2024 (the “Effective Date”), by and between Xometry, Inc. (the “Company”) and Sanjeev Singh Sahni (“Executive”). The Company desires to employ Executive, in the capacity of full-time President with an anticipated start date of January 6, 2025 (the “Start Date”), pursuant to th

EXHIBIT 1

EX-1 2 ex1.htm EXHIBIT 1 WHEREAS, in accordance with Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934 (the "Act"), only one joint Statement and any amendments thereto need to be filed whenever one or more persons are required to file such a Statement or any amendments thereto pursuant to Section 13(d) of the Act with respect to the same securities, provided that said persons agree in

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2025 Xometry, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40546 32-0415449 (State or Other Jurisdiction of Incorporation) (Commission File Num

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 08, 2025 Xometry, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40546 32-0415449 (State or Other Jurisdiction of Incorporation) (Commission File Num

Xometry Appoints Sanjeev Singh Sahni As President Reporting To CEO Randy Altschuler

Exhibit 99.1 Xometry Appoints Sanjeev Singh Sahni As President Reporting To CEO Randy Altschuler • Former Vice President of B2B E-Commerce And Head Of B2B & B2C Sales Of Wayfair Joins Xometry To Continue Driving Global Growth, Scale And Operating Efficiencies • Will Oversee Global Operations, Product, People, And Technology, Including Its Leading Marketplace And Suite of Supplier Services • Sahni

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2024 Xometry, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40546 32-0415449 (State or Other Jurisdiction of Incorporation) (Commission File Nu

XMTR / Xometry, Inc. / EVENTIDE ASSET MANAGEMENT, LLC - SC 13G/A Passive Investment

SC 13G/A 1 eventidexometry-sc13g.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Xometry, Inc. (Name of Issuer – as specified in its charter) Class A Common Stock, par value $0.000001 per share (Title of Class of Securities) 98423F109 (CUSIP Number) September 30, 2024 (Date of Event which Requires Fili

XMTR / Xometry, Inc. / BROWN CAPITAL MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 4)* Xometry Inc. (Name of Issuer) Class A Common Stock, par value $0.000001 per share (Title of Class of Securities) 98423F109 (CUSIP Number) Eddie C. Brown B

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 05, 2024 Xometry, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40546 32-0415449 (State or Other Jurisdiction of Incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40546 XOMETRY, INC.

Xometry Reports Third Quarter 2024 Results

Exhibit 99.1 Xometry Reports Third Quarter 2024 Results • Q3 revenue increased 19% year-over-year to a record $142 million driven by marketplace growth of 24% year-over-year. • Q3 gross profit increased 21% year-over-year to a record $55.8 million. • Q3 marketplace gross profit increased 34% year-over-year, driven by our AI technology and expanding supplier network. Q3 marketplace gross margin inc

Xometry Appoints Roy Azevedo To Its Board of Directors

Exhibit 99.1 Xometry Appoints Roy Azevedo To Its Board of Directors • The Former President Of Raytheon Technologies’Space And Airborne Systems And Intelligence And Space Business Units Brings Significant Experience In Global Manufacturing, Engineering and Supply Chain Management • Throughout His Career, Azevedo Has Championed Efforts To Digitize Entire Product Lifecycles, from Engineering and Desi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 15, 2024 Xometry, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40546 32-0415449 (State or Other Jurisdiction of Incorporation) (Commission File Num

Amendment to Employment Agreement by and between Xometry, Inc. and Randolph Altschuler.

Exhibit 10.1 AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of June 14, 2024, (the “Effective Date”) by and between Xometry, Inc. (the “Company”), and Randolph Altschuler (“Executive”) (collectively referred to as the “Parties” or individually referred to as a “Party”). WHEREAS, the Company and Executive previousl

Amended and Restated Employment Agreement by and between Xometry, Inc. and Matthew Leibel

Exhibit 10.3 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended And Restated Employment Agreement (the “Agreement”), is entered into effective as of May 13, 2024 (the “Effective Date”), by and between Xometry, Inc. (the “Company”) and Matthew Leibel (“Executive”). This Agreement amends, restates, and supersedes in its entirety any agreement between the Company and Executive that existed with r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 08, 2024 Xometry, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40546 32-0415449 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Amendment to Employment Agreement by and between Xometry, Inc. and Peter Goguen.

Exhibit 10.2 AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of June 14, 2024, (the “Effective Date”) by and between Xometry, Inc. (the “Company”), and Peter Goguen (“Executive”) (collectively referred to as the “Parties” or individually referred to as a “Party”). WHEREAS, the Company and Executive previously enter

Employment Agreement by and between Xometry, Inc. and Subir Dutt

Exhibit 10.4 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”), is entered into effective as of May 13, 2024 (the “Effective Date”), by and between Xometry, Inc. (the “Company”) and Subir Dutt (“Executive”). The Company desires to employ Executive, in the capacity of full-time Chief Sales Officer with an anticipated start date of May 15, 2024 (the “Start Date”), pursuant to the term

Xometry Reports Second Quarter 2024 Results

Exhibit 99.1 Xometry Reports Second Quarter 2024 Results • Q2 revenue increased 19% year-over-year to a record $133 million driven by marketplace growth of 25% year-over-year. • Q2 gross profit increased 21% year-over-year to a record $52.9 million with a record 39.9% gross margin. • Q2 marketplace gross profit increased 33% year-over-year. Q2 marketplace gross margin increased 180 basis points ye

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40546 XOMETRY, INC.

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 18, 2024 Xometry, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40546 32-0415449 (State or Other Jurisdiction of Incorporation) (Commission File Number

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2024 Xometry, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40546 32-0415449 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Xometry Appoints Subir Dutt As Chief Sales Officer

Exhibit 99.1 Xometry Appoints Subir Dutt As Chief Sales Officer • Brings Extensive Enterprise Sales Experience With Leadership Positions At Google, Oracle, CapGemini • Expert In AI, Cloud Services And Transformational Technologies To Help Clients Accelerate Their Digital Journeys • Succeeds Kathy Mayerhofer, Who Will Work With Dutt To Ensure A Seamless Transition NORTH BETHESDA, MD., May 15, 2024

Employment Agreement by and between Xometry, Inc. and James Miln.

Exhibit 10.20 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”), is entered into effective as of December 14, 2023 (the “Effective Date”), by and between Xometry, Inc. (the “Company”) and James Miln (“Executive”). The Company desires to employ Executive, in the capacity of full-time Chief Financial Officer with an anticipated start date of February 19, 2024 (the “Start Date”), pursu

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 09, 2024 Xometry, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40546 32-0415449 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Amended and Restated Employment Agreement by and between Xometry, Inc. and Kathleen Mayerhofer.

Exhibit 10.21 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended And Restated Employment Agreement (the “Agreement”), is entered into effective as of, and contingent upon, the closing of the Company’s initial public offering (the “Effective Date”), by and between Xometry, Inc. (the “Company”) and Kathleen Mayerhofer (“Executive”). This Agreement amends, restates, and supersedes in its entirety

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40546 XOMETRY, INC.

Xometry Reports First Quarter 2024 Results

Exhibit 99.1 Xometry Reports First Quarter 2024 Results • Q1 revenue increased 16% year-over-year to $123 million driven by marketplace growth of 24% year-over-year. • Q1 gross profit increased 22% year-over-year driven by 37% growth in marketplace gross profit. Q1 marketplace gross margin increased 320 basis points year-over-year to a record 32.0%. • Q1 Adjusted EBITDA loss of $7.5 million, a 37%

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.  )

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)) ☐ Defi

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.    )

Table of Contents 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

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2024 Xometry, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40546 32-0415449 (State or Other Jurisdiction of Incorporation) (Commission File Number

Calculation of Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 Xometry, Inc. Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be Paid Equity Class A Common Stock, $0.000001 par value per share, 2021 Equity Incentive Plan Othe

As filed with the U.S. Securities and Exchange Commission on February 29, 2024

As filed with the U.S. Securities and Exchange Commission on February 29, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Xometry, Inc. (Exact name of Registrant as specified in its charter) Delaware 32-0415449 (State or other jurisdiction of incorporation or organization) (I.R.S. Em

Xometry, Inc. Incentive Compensation Recoupment Policy

Exhibit 97.1 XOMETRY, INC. Incentive Compensation Recoupment Policy 1. Introduction The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Xometry, Inc., a Delaware corporation (the “Company”), has determined that it is in the best interests of the Company and its stockholders to adopt this Incentive Compensation Recoupment Policy (this “Policy”) provi

List of Subsidiaries of Xometry, Inc.

List of Subsidiaries Exhibit 21.1 Name Jurisdiction Thomas Publishing Company NY, United States Xometry UK Ltd. United Kingdom Xometry Europe GmbH Germany Xometry TR Teknoloji AS Turkey Xometry (Shanghai) Technology Co., Ltd. China Thomas Publishing Company LLC DE, United States Thomas Industrial Network, Inc. DE, United States Thomas Marketing Services, Inc. DE, United States Thomas Global Regist

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2024 Xometry, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40546 32-0415449 (State or Other Jurisdiction of Incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40546 Xometry, Inc.

Xometry Appoints James Miln as New Chief Financial Officer

Exhibit 99.2 Xometry Appoints James Miln as New Chief Financial Officer ● Brings Proven Track Record Of Extensive Operational Excellence ● Will Help Drive Xometry’s Continued Growth And Profitability ● Succeeds Retiring CFO Jim Rallo, Who Will Stay On For A 60-Day Transition Period NORTH BETHESDA, Md., February 29, 2024 – Xometry, Inc. (NASDAQ:XMTR), the global AI-powered marketplace connecting en

Xometry Reports Fourth Quarter and Full Year 2023 Results

Exhibit 99.1 Xometry Reports Fourth Quarter and Full Year 2023 Results • Q4 revenue increased 31% year-over-year to $128 million driven by strong, accelerated marketplace growth of 42% year-over-year. Supplier services revenue decreased 15% year-over-year primarily due to the approximate $2 million year-over-year impact from the discontinuation of the sale of tools and materials. • Q4 gross profit

US98423F1093 / Common Stock / BROWN CAPITAL MANAGEMENT LLC Passive Investment

SC 13G/A 1 fp0086869-14sc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 3)* Xometry Inc. (Name of Issuer) Class A Common Stock, par value $0.000001 per share (Title of Class of Securities) 98423F1

US98423F1093 / Common Stock / Zuriff Laurence - SC 13G/A Passive Investment

SC 13G/A 1 d784498dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Xometry, Inc. (Name of Issuer) Class A Common Stock, $0.000001 par value per share (Title of Class of Securities) 98423F109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Chec

US98423F1093 / Common Stock / EVENTIDE ASSET MANAGEMENT, LLC - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Xometry, Inc. (Name of Issuer – as specified in its charter) Class A Common Stock, par value $0.000001 per share (Title of Class of Securities) 98423F109 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box

US98423F1093 / Common Stock / Altschuler Randolph - SC 13G/A Passive Investment

SC 13G/A 1 d783656dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Xometry, Inc. (Name of Issuer) Class A Common Stock, $0.000001 par value per share (Title of Class of Securities) 98423F109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Chec

US98423F1093 / Common Stock / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv02315-xometryincclassa.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Xometry, Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 98423F109 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to desig

US98423F1093 / Common Stock / PRIMECAP MANAGEMENT CO/CA/ - PRIMECAP MANAGEMENT CO/CA/ Passive Investment

SC 13G/A 1 xmtra121224.htm PRIMECAP MANAGEMENT CO/CA/ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Xometry, Inc. (Name of Issuer) COM (Title of Class of Securities) 98423F109 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to design

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 04, 2023 Xometry, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40546 32-0415449 (State or Other Jurisdiction of Incorporation) (Commission File Nu

1

Exhibit 99.1 Fabio Rosati Appointed Chair of Xometry’s Board Of Directors • A Seven-year Member Of The Board, Rosati Has Helped Guide Xometry From Its Early Days As An AI-Powered Manufacturing Platform To Its Rapid Growth As A Publicly Traded Company • Rosati Also Brings Extensive AI Marketplace Experience, Serving As Founding CEO Of Upwork And As Board Member For Snagajob And Smith.ai • Current C

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 29, 2023 Xometry, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40546 32-0415449 (State or Other Jurisdiction of Incorporation) (Commission File Nu

US98423F1093 / Common Stock / EVENTIDE ASSET MANAGEMENT, LLC - SC 13G Passive Investment

SC 13G 1 xometryinc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 0)* Xometry, Inc. (Name of Issuer – as specified in its charter) Class A Common Stock, par value $0.000001 per share (Title of Class of Securities) 98423F109 (CUSIP Number) October 31, 2023 (Date of Event which Requires Filing of this Sta

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 09, 2023 Xometry, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40546 32-0415449 (State or Other Jurisdiction of Incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40546 XOMETRY, INC.

Xometry Reports Third Quarter 2023 Results

Exhibit 99.1 Xometry Reports Third Quarter 2023 Results • Q3 revenue increased 15% year-over-year driven by strong marketplace growth of 22% year-over-year and 10% quarter-over-quarter. Supplier services revenue decreased 16% year-over-year primarily due to the $2 million year-over-year impact from the discontinuation of the sale of tools and materials. • Q3 gross profit increased 13% year-over-ye

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 09, 2023 Xometry, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40546 32-0415449 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Xometry Reports Second Quarter 2023 Results

Exhibit 99.1 Xometry Reports Second Quarter 2023 Results • Q2 revenue increased 16% year-over-year driven by strong marketplace growth of 24% year-over-year and 8% quarter-over-quarter. Supplier Services revenue impacted by approximately $1.7 million on a year-over-year basis driven by discontinuation of sales of supplies in the U.S. in Q2. • Q2 gross profit up 16% year-over-year driven by 34% gro

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40546 XOMETRY, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2023 Xometry, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40546 32-0415449 (State or Other Jurisdiction of Incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40546 XOMETRY, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2023 Xometry, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40546 32-0415449 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Xometry Reports First Quarter 2023 Results

Exhibit 99.1 Xometry Reports First Quarter 2023 Results • Q1 revenue increased 26% year-over-year driven by stronger-than-expected marketplace growth of 35% year-over-year. Marketplace revenue up 10% quarter-over-quarter • Q1 gross profit increased 20% year-over-year driven by 41% growth in marketplace gross profit. Marketplace gross profit up 16% quarter-over-quarter • Q1 Adjusted EBITDA loss of

US98423F1093 / Common Stock / PRIMECAP MANAGEMENT CO/CA/ - PRIMECAP MANAGEMENT CO/CA/ Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Xometry, Inc. (Name of Issuer) COM (Title of Class of Securities) 98423F109 (CUSIP Number) April 30, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ]

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. )

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)) ☐ Defin

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. )

Table of Contents 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 14

US98423F1093 / Common Stock / JPMORGAN CHASE & CO - FILING XOMETRY, INC. Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 01)* XOMETRY, INC. (Name of Issuer) Class A common stock, par value $0.000001 per share (Title of Class of Securities) 98423F109 (CUSIP Number) March 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d

As filed with the U.S. Securities and Exchange Commission on March 17, 2023

S-8 As filed with the U.S. Securities and Exchange Commission on March 17, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Xometry, Inc. (Exact name of Registrant as specified in its charter) Delaware 32-0415449 (State or other jurisdiction of incorporation or organization) (I.R.S. E

Calculation of Filing Fee Table

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-8 Xometry, Inc.

List of Subsidiaries of Xometry, Inc.

List of Subsidiaries Exhibit 21.1 Name Jurisdiction Thomas Publishing Company NY, United States Xometry UK Ltd. United Kingdom Xometry Europe GmbH Germany Xometry (Shanghai) Technology Co., Ltd. China Thomas Publishing Company LLC DE, United States Thomas Industrial Network, Inc. DE, United States Thomas Marketing Services, Inc. DE, United States Thomas Global Register, LLC DE, United States Tarkm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40546 Xometry, Inc.

US98423F1093 / Common Stock / BROWN CAPITAL MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 2)* Xometry Inc. (Name of Issuer) Class A Common Stock, par value $0.000001 per share (Title of Class of Securities) 98423F109 (CUSIP Number) Eddie C. Brown B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ T

NT 10-K SEC FILE NUMBER 001-40546 CUSIP NUMBER 98423F109 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 01, 2023 Xometry, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40546 32-0415449 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Xometry Reports Fourth Quarter and Full Year 2022 Results

Exhibit 99.1 Xometry Reports Fourth Quarter and Full Year 2022 Results • Q4 revenue increased 46% year-over-year driven by solid marketplace growth of 32% as well as supplier services including the acquisition of Thomas • Q4 gross profit up 72% year-over-year driven by 30% growth in marketplace gross profit and the addition of Thomas. Strong gross profit growth partly offset by price optimization

US98423F1093 / Common Stock / BROWN CAPITAL MANAGEMENT LLC Passive Investment

SC 13G/A 1 fp0081802-1sc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 1)* Xometry Inc. (Name of Issuer) Class A Common Stock, par value $0.000001 per share (Title of Class of Securities) 98423F10

US98423F1093 / Common Stock / Zuriff Laurence - SC 13G/A Passive Investment

SC 13G/A 1 d427970dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Xometry, Inc. (Name of Issuer) Class A Common Stock, $0.000001 par value per share (Title of Class of Securities) 98423F109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Chec

US98423F1093 / Common Stock / Altschuler Randolph - SC 13G/A Passive Investment

SC 13G/A 1 d426155dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Xometry, Inc. (Name of Issuer) Class A Common Stock, $0.000001 par value per share (Title of Class of Securities) 98423F109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Chec

US98423F1093 / Common Stock / Foundry Group Next 2018, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 tm236480d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Xometry, Inc. (Name of Issuer) Class A common stock, par value $0.000001 per share (Title of Class of Securities) 98423F109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement)

US98423F1093 / Common Stock / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SC 13G 1 tv02282-xometryincclassa.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Xometry Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 98423F109 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to

US98423F1093 / Common Stock / JPMORGAN CHASE & CO - FILING XOMETRY, INC. Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* XOMETRY, INC. (Name of Issuer) Class A common stock, par value $0.000001 per share (Title of Class of Securities) 98423F109 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40546 XOMETRY, INC.

Xometry Reports Third Quarter 2022 Results

Exhibit 99.1 Xometry Reports Third Quarter 2022 Results ? Robust marketplace growth: Revenue increases 83% year-over-year driven by nearly 55% marketplace growth as well as supplier services including Thomas. ? Strong gross margin and gross profit trends driven by AI pricing/supplier selection and additional supplier services: Gross profit up 182% year-over-year. Marketplace gross profit increased

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2022 Xometry, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40546 32-0415449 (State or Other Jurisdiction of Incorporation) (Commission File Nu

US98423F1093 / Common Stock / Highland Capital Partners 9 Limited Partnership - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Xometry, Inc. (Name of Issuer) Class A Common Stock, $0.000001 par value per share (Title of Class of Securities) 98423F109 (CUSIP Number) September 27, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to de

US98423F1093 / Common Stock / BROWN CAPITAL MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 0)* Xometry Inc. (Name of Issuer) Class A Common Stock, par value $0.000001 per share (Title of Class of Securities) 98423F109 (CUSIP Number) Eddie C. Brown B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40546 XOMETRY, INC.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2022 Xometry, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40546 32-0415449 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Xometry Reports Second Quarter 2022 Results

Exhibit 99.1 Xometry Reports Second Quarter 2022 Results ? Marketplace growth accelerates: Revenue increases 89% year-over-year driven by accelerating marketplace growth as well as supplier services including Thomas. ? Strong gross margin and gross profit trends driven by AI pricing/supplier selection and additional supplier services: Gross profit up 217% year-over-year. Marketplace gross profit i

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 28, 2022 Xometry, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40546 32-0415449 (State or Other Jurisdiction of Incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40546 XOMETRY, INC.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2022 Xometry, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40546 32-0415449 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Xometry Reports First Quarter 2022 Results

Exhibit 99.1 Xometry Reports First Quarter 2022 Results ? Strong start to 2022: Strong quarter with revenue increasing 90% year-over-year driven by rapid organic growth in marketplace and supplier services including Thomas. ? Strong gross margin trends driven by AI pricing/supplier selection and additional supplier services: Gross profit up 235% year-over-year. ? Robust marketplace and supplier se

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. )

DEF 14A 1 d350225ddef14a.htm DEF 14A Table of Contents 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 Com

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. )

DEFA14A 1 d350225ddefa14a.htm DEFA14A 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

As filed with the U.S. Securities and Exchange Commission on March 18, 2022

As filed with the U.S. Securities and Exchange Commission on March 18, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Xometry, Inc. (Exact name of Registrant as specified in its charter) Delaware 32-0415449 (State or other jurisdiction of incorporation or organization) (I.R.S. Emplo

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).

Exhibit 4.3 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description summarizes selected information regarding our capital stock, as well as provisions of; (i) our amended and restated certificate of incorporation; (ii) our amended and restated bylaws; and (iii) the general Corporation Law of the State of Delaware

Calculation of Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Xometry, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity 2021 Equity Incentive Plan (Common

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40546 Xometry, Inc. (

List of Subsidiaries of Xometry, Inc.

List of Subsidiaries Exhibit 21.1 Name Jurisdiction Thomas Publishing Company NY, United States Xometry UK Ltd. United Kingdom Xometry Europe GmbH Germany Xometry (Shanghai) Technology Co., Ltd. China Thomas Publishing Company LLC DE, United States Thomas Industrial Network, Inc. DE, United States Thomas Marketing Services, Inc. DE, United States Genicad, s.r.o. Czech Republic Thomas Global Regist

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2022 Xometry, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40546 32-0415449 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Xometry Reports Fourth Quarter and Full Year 2021 Results

Exhibit 99.1 Xometry Reports Fourth Quarter and Full Year 2021 Results ? Strong finish to 2021: Strong quarter of accelerating revenue growth increasing 77% year-over-year. ? Strong gross margin trends driven by AI pricing/supplier selection and additional supplier services: Gross profit up 121% year-over-year. ? Strategic acquisition of Thomas: Completed the strategic acquisition of Thomas on Dec

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 8, 2022 Xometry, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-40546 32-0415449 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

US98423F1093 / Common Stock / Foundry Group Next 2018, L.P. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Xometry, Inc. (Name of Issuer) Class A common stock, par value $0.000001 per share (Title of Class of Securities) 98423F109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

US98423F1093 / Common Stock / Zuriff Laurence - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

US98423F1093 / Common Stock / Altschuler Randolph - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2022 Xometry, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40546 32-0415449 (State or Other Jurisdiction of Incorporation) (Commission File Nu

US98423F1093 / Common Stock / Highland Capital Partners 9 Limited Partnership - SC 13G Passive Investment

SC 13G 1 d281630dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Xometry, Inc. (Name of Issuer) Class A Common Stock, $0.000001 par value per share (Title of Class of Securities) 98423F109 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check th

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned, and any amendments thereto executed by the undersigned shall be filed on behalf of each of the undersigned without the necessity of filing any additional joint filing agreement.

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2022 Xometry, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40546 32-0415449 (State or Other Jurisdiction of Incorporation) (Commission File Num

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)

Exhibit 4.1 EXECUTION VERSION XOMETRY, INC. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of February 4, 2022 1.00% Convertible Senior Notes due 2027 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01 Definitions 1 Section 1.02 References to Interest 16 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES Section 2.01 Designation and

Xometry Announces Pricing of $250 Million Offering of Convertible Senior Notes

Exhibit 99.1 Xometry Announces Pricing of $250 Million Offering of Convertible Senior Notes ROCKVILLE, Md., February 2, 2022 (GLOBE NEWSWIRE) ? Xometry, Inc. (?Xometry?) (XMTR), a leading digital marketplace for on-demand manufacturing, today announced the pricing of $250 million aggregate principal amount of 1.00% Convertible Senior Notes due 2027 (the ?Notes?) in a private placement (the ?Offeri

Xometry Announces Unaudited Preliminary Fourth Quarter 2021 Results

Exhibit 99.2 Xometry Announces Unaudited Preliminary Fourth Quarter 2021 Results ROCKVILLE, Md., January 31, 2022 (GLOBE NEWSWIRE) ? Xometry (NASDAQ:XMTR), the AI-driven digital marketplace that connects enterprise buyers with manufacturers globally, today announced estimated unaudited preliminary revenue and gross profit margin for the three months ended December 31, 2021. ? Preliminary total rev

Xometry Announces Proposed $250 Million Offering of Convertible Senior Notes

Exhibit 99.1 Xometry Announces Proposed $250 Million Offering of Convertible Senior Notes ROCKVILLE, Md., January 31, 2022 (GLOBE NEWSWIRE) ? Xometry, Inc. (?Xometry?) (XMTR), a leading digital marketplace for on-demand manufacturing, today announced its intent to offer, subject to market conditions and other factors, $250 million aggregate principal amount of Convertible Senior Notes due 2027 (th

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2022 Xometry, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40546 32-0415449 (State or Other Jurisdiction of Incorporation) (Commission File Num

Unregistered Sales of Equity Securities, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2021 Xometry, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40546 32-0415449 (State or Other Jurisdiction of Incorporation) (Commission File Num

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Exhibit 99.2 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We have issued our report dated December 2, 2021, with respect to the consolidated financial statements of Thomas Publishing Company included in the current report of Xometry, Inc. on Form 8-K dated December 7, 2021. We consent to the incorporation by reference of said report in the Registration Statements of Xometry, Inc. on Form S-

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 7, 2021 Xometry, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40546 32-0415449 (State or Other Jurisdiction of Incorporation) (Commission File Num

- 3 -

Exhibit 99.3 THOMAS PUBLISHING COMPANY AND SUBSIDIARIES TABLE OF CONTENTS Page Report of Independent Certified Public Accountants 2 - 3 Financial Statements Consolidated Balance Sheets 4 - 5 Consolidated Statements of Operations and Comprehensive Income 6 Consolidated Statements of Changes in Stockholders? Equity 7 Consolidated Statements of Cash Flows 8 Notes to Consolidated Financial Statements

Agreement and Plan of Merger, dated December 7, 2021, by and among the Xometry, Inc., Thomas Publishing Company, NAASOM Merger Sub Inc., and wholly owned subsidiary of the Company (“Merger Sub”), and Shareholder Representative Services LLC, as the shareholders’ representative

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among THOMAS PUBLISHING COMPANY, XOMETRY, INC., NAASOM MERGER SUB INC., and SHAREHOLDER REPRESENTATIVE SERVICES LLC, as the Shareholders? Representative Dated as of December 7, 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Certain Defined Terms 1 Section 1.2 Table of Definitions 13 ARTICLE II THE MERGER 15 Section 2.1 The Merger 15

Xometry Acquires Thomas, Accelerating the Manufacturing Industry’s Digital Transformation

Exhibit 99.1 Xometry Acquires Thomas, Accelerating the Manufacturing Industry?s Digital Transformation ? Accelerates Growth of Xometry?s Marketplace ? Creates Exceptional Scale of Buyers and Manufacturers ? Establishes End-to-End Suite of Seller Services, Including Additional Fintech, Digital Marketing Products ? Enhances Margins and Accelerates Path to Profitability ROCKVILLE, MD ? Dec. 8, 2021 ?

Xometry, Inc Unaudited Pro Forma Condensed Consolidated Financial Information

Exhibit 99.4 Xometry, Inc Unaudited Pro Forma Condensed Consolidated Financial Information On December 7, 2021, Xometry, Inc. (the ?Company?) entered into an Agreement and Plan of Merger (the ?Merger Agreement?) by and among the Company, Thomas Publishing Company, a New York corporation (?Thomas?), NAASOM Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Company (?Merger S

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2021 Xometry, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40546 32-0415449 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Xometry, Inc. Reports Third Quarter 2021 Results Reports 35% Growth in Year-Over-Year Revenue

Exhibit 99.1 Xometry, Inc. Reports Third Quarter 2021 Results Reports 35% Growth in Year-Over-Year Revenue ROCKVILLE, MD., November 10, 2021 /Globe Newswire/ - Xometry, Inc. (NASDAQ:XMTR), a leading AI-enabled marketplace for on-demand manufacturing, today reported financial results for the third quarter ended September 30, 2021, including the following highlights: ? Revenue grew 35% year-over-yea

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40546 XOMETRY, INC.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2021 Xometry, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40546 32-0415449 (State or Other Jurisdiction of Incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40546 XOMETRY, INC.

Xometry, Inc. Reports Second Quarter 2021 Results Reports 45% Growth in Year-Over-Year Revenue

Exhibit 99.1 Xometry, Inc. Reports Second Quarter 2021 Results Reports 45% Growth in Year-Over-Year Revenue ROCKVILLE, MD., August 12, 2021 /Globe Newswire/ - Xometry, Inc. (NASDAQ:XMTR), a leading AI-enabled marketplace for on-demand manufacturing, today reported financial results for the second quarter ended June 30, 2021, including the following highlights: ? Revenue grew 45% year-over-year fro

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2021 Xometry, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40546 32-0415449 (State or Other Jurisdiction of Incorporation) (Commission File Numb

As filed with the Securities and Exchange Commission on August 3, 2021

Table of Contents As filed with the Securities and Exchange Commission on August 3, 2021 Registration No.

6,875,000 Shares Class A Common Stock

424B3 1 d181653d424b3.htm 424B3 Prospectus Supplement Dated July 20, 2021 Filed Pursuant to Rule 424(b)(3) Relating to Prospectus, dated June 29, 2021 Registration No. 333-256769 6,875,000 Shares Class A Common Stock This Prospectus Supplement amends and supplements our Prospectus dated June 29, 2021. You should read this supplement together with the Prospectus, as it contains information that ame

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2021 Xometry, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40546 32-0415449 (state or other jurisdiction of incorporation) (Commission File Number

XMTR / Xometry, Inc. Class A / PRICE T ROWE ASSOCIATES INC /MD/ - XMTR AS OF 06/30/2021 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) Xometry, Inc. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 98423F109 (CUSIP NUMBER) June 30, 2021 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule is filed: [

Amended and Restated Certificate of Incorporation of Xometry, Inc., as currently in effect.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF XOMETRY, INC. Xometry, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ?DGCL?), does hereby certify that: ONE: The name of this corporation is Xometry, Inc. The date of filing of the original certificate of incorporation of this corporation with the Secretary

As filed with the U.S. Securities and Exchange Commission on July 2, 2021

As filed with the U.S. Securities and Exchange Commission on July 2, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Xometry, Inc. (Exact name of Registrant as specified in its charter) Delaware 32-0415449 (State or other jurisdiction of Incorporation or organization) (I.R.S. Employe

Amended and Restated Bylaws of the Registrant, as currently in effect.

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF XOMETRY, INC. (A DELAWARE CORPORATION) ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be as set forth in the Amended and Restated Certificate of Incorporation of the corporation (the ?Certificate of Incorporation?). Section 2. Other Offices. The corporation may also have and maintain

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 2, 2021 Xometry, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40546 32-0415449 (state or other jurisdiction of incorporation) (Commission File Number)

6,875,000 Shares Class A Common Stock

424B4 1 d120843d424b4.htm 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-256769 6,875,000 Shares Class A Common Stock This is an initial public offering of shares of Class A common stock of Xometry, Inc. Prior to this offering, there has been no public market for our Class A common stock. The initial public offering price for our Class A common stock will be $44.00 p

* * *

Eric Blanchard T: +1 212 479 6565 [email protected] June 29, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Information Technologies and Services 100 F Street, NE Washington, D.C. 20549 Attn: Scott Stringer Rufus Decker Charlie Guidry Erin Jaskot Re: Xometry, Inc. Registration Statement on Form S-1 Submitted June 25, 2021 CIK No. 0001657573 Ladies and Ge

As filed with the Securities and Exchange Commission on June 29, 2021.

S-1/A 1 d120843ds1a.htm S-1/A Table of Contents As filed with the Securities and Exchange Commission on June 29, 2021. Registration No. 333-256769 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Xometry, Inc. (Exact name of Registrant as specified in its charter) Delaware 7389 32-0415449 (St

Form of Class A Common Stock Certificate.

Exhibit 4.1 ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# Class A Common Stock PAR VALUE $0.000001 Class A Common Stock Certificate Number ZQ00000000 XOMETRY, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE Shares 000000 000000 000000 000000 000000 THIS CERTIFIES THAT ** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander Da

Forms of grant notice, stock option agreement and notice of exercise under the Xometry, Inc. 2021 Equity Incentive Plan.

Exhibit 10.10 Standard Stock Option Grant Package XOMETRY, INC. STOCK OPTION GRANT NOTICE (2021 EQUITY INCENTIVE PLAN) Xometry, Inc. (the ?Company?), pursuant to its 2021 Equity Incentive Plan (the ?Plan?), has granted to you (?Optionholder?) an option to purchase the number of shares of the Common Stock set forth below (the ?Option?). Your Option is subject to all of the terms and conditions as s

Form 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 XOMETRY, INC.

Amended and Restated Employment Agreement by and between Xometry, Inc. and James Rallo, to be in effect on the completion of the offering.

Exhibit 10.13 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the ?Agreement?), is entered into effective as of, and contingent upon, the closing of the Company?s initial public offering (the ?Effective Date?), by and between Xometry, Inc. (the ?Company?) and James Rallo (?Executive?). This Agreement amends, restates, and supersedes in its entirety the Exe

Forms of restricted stock unit grant notice and award agreement under the Xometry, Inc. 2021 Equity Incentive Plan.

Exhibit 10.11 XOMETRY, INC. RSU AWARD GRANT NOTICE (2021 EQUITY INCENTIVE PLAN) Xometry, Inc. (the ?Company?) has awarded to you (the ?Participant?) the number of restricted stock units specified and on the terms set forth below in consideration of your services (the ?RSU Award?). Your RSU Award is subject to all of the terms and conditions as set forth herein and in the Company?s 2021 Equity Ince

Amended and Restated Employment Agreement by and between Xometry, Inc. and Peter Goguen, to be in effect on the completion of the offering.

Exhibit 10.14 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the ?Agreement?), is entered into effective as of, and contingent upon, the closing of the Company?s initial public offering (the ?Effective Date?), by and between Xometry, Inc. (the ?Company?) and Peter Goguen (?Executive?). This Agreement amends, restates, and supersedes in its entirety the Of

As filed with the Securities and Exchange Commission on June 25, 2021.

As filed with the Securities and Exchange Commission on June 25, 2021. Registration No. 333-256769 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Xometry, Inc. (Exact name of Registrant as specified in its charter) Delaware 7389 32-0415449 (State or other jurisdiction of incorporation or or

Form of Underwriting Agreement.

Exhibit 1.1 Xometry, Inc. Class A Common Stock Underwriting Agreement [?], 2021 Goldman Sachs & Co. LLC J.P. Morgan Securities LLC As representatives (the ?Representatives?) of the several Underwriters named in Schedule I hereto c/o Goldman Sachs & Co. LLC 200 West Street, New York, New York 10282 c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen: Xome

XOMETRY, INC. 7529 Standish Place Suite 200 Derwood, MD 20855

XOMETRY, INC. 7529 Standish Place Suite 200 Derwood, MD 20855 June 25, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Scott Stringer Rufus Decker Charlie Guidry Erin Jaskot Re: Xometry, Inc. Registration Statement on Form S-1 File No. 333-256769 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Ac

Amended and Restated Employment Agreement by and between Xometry, Inc. and Randolph Altschuler, to be in effect on the completion of the offering.

Exhibit 10.12 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the ?Agreement?), is entered into effective as of, and contingent upon, the closing of the Company?s initial public offering (the ?Effective Date?), by and between Xometry, Inc. (the ?Company?) and Randolph Altschuler (?Executive?). This Agreement amends, restates, and supersedes in its entirety

[Signature page immediately follows]

Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 June 25, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Information Technologies and Services 100 F Street, N.E. Washington, D.C. 20549 Attn: Scott Stringer Rufus Decker Charlie Guidry Erin Jaskot Re: Xometry, Inc.

Nextline Manufacturing Corp. 2014 Stock Option Plan.

EX-10.16 6 d120843dex1016.htm EX-10.16 Exhibit 10.16 NEXTLINE MANUFACTURING CORP. 2014 STOCK OPTION PLAN 1. Purposes of the Plan. The purposes of this Stock Option Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants (including prospective Employees, Directors and Consultants

Form of Stock Option Agreement to Nextline Manufacturing Corp. 2014 Stock Option Plan.

Exhibit 10.17 NEXTLINE MANUFACTURING CORP. STOCK OPTION AGREEMENT Granted Under the 2014 STOCK OPTION PLAN Unless otherwise defined herein, each capitalized term used in this Stock Option Agreement shall have the meaning given such term in the NextLine Manufacturing Corp. 2014 Stock Option Plan (the ?Plan?). I.???NOTICE OF STOCK OPTION GRANT Optionee?s Name and Address The undersigned Optionee has

As filed with the Securities and Exchange Commission on June 21, 2021.

Table of Contents As filed with the Securities and Exchange Commission on June 21, 2021.

Form of Amended and Restated Bylaws of Xometry, Inc., to be in effect on the completion of the offering.

EXhibit 3.4 AMENDED AND RESTATED BYLAWS OF XOMETRY, INC. (A DELAWARE CORPORATION) ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be as set forth in the Amended and Restated Certificate of Incorporation of the corporation (the “Certificate of Incorporation”). Section 2. Other Offices. The corporation may also have and maintain

Form of Amended and Restated Certificate of Incorporation of Xometry, Inc., to be in effect on the completion of the offering.

EX-3.2 2 d120843dex32.htm EX-3.2 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF XOMETRY, INC. Xometry, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that: ONE: The name of this corporation is Xometry, Inc. The date of filing of the original certificate of incorporation of th

Consent of Ranjana Clark, as director nominee.

Exhibit 99.1 CONSENT OF DIRECTOR NOMINEE Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Xometry, Inc., the undersigned hereby consents to being named and described as a person who will become a director of Xometry, Inc. in the Registrati

Form of Exchange Agreement by and among Xometry, Inc., Randolph Altschuler and Laurence Zuriff.

Exhibit 10.18 EXCHANGE AGREEMENT This EXCHANGE AGREEMENT (this ?Agreement?) is made and entered into as of , 2021 by and among Xometry, Inc., a Delaware corporation (the ?Company?), and stockholders of the Company listed on Exhibit A hereto (collectively, ?Exchange Stockholders?). RECITALS WHEREAS, the Board of Directors of the Company (the ?Board?) has determined that it is in the best interests

Xometry, Inc. 2021 Equity Incentive Plan.

Exhibit 10.9 XOMETRY, INC. 2021 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: [ ], 2021 APPROVED BY THE STOCKHOLDERS: [ ], 2021 TABLE OF CONTENTS Page 1. GENERAL. 1 2. SHARES SUBJECT TO THE PLAN. 1 3. ELIGIBILITY AND LIMITATIONS. 2 4. OPTIONS AND STOCK APPRECIATION RIGHTS. 3 5. AWARDS OTHER THAN OPTIONS AND STOCK APPRECIATION RIGHTS. 7 6. ADJUSTMENTS UPON CHANGES IN COMMON STOCK; OTHER

Form of Indemnification Agreement entered into by and between Xometry, Inc. and each director and executive officer.

Exhibit 10.15 XOMETRY, INC. INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT (this “Agreement”) is dated as of , 20 and is between Xometry, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS A. Indemnitee’s service to the Company substantially benefits the Company. B. Individuals are reluctant to serve as directors or officers of corporations or in certain other cap

Amended and Restated Certificate of Incorporation of Xometry, Inc., as currently in effect.

EX-3.1 2 d120843dex31.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF XOMETRY, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Xometry, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY CERTIF

Xometry, Inc. Amendment No. 3 to 2016 Equity Incentive Plan.

EX-10.5 8 d120843dex105.htm EX-10.5 Exhibit 10.5 Execution Version AMENDMENT NO. 3 TO XOMETRY, INC. 2016 EQUITY INCENTIVE PLAN A. XOMETRY, INC., a corporation organized under the laws of the State of Delaware (the “Company”) established the Company’s 2016 Equity Incentive Plan (the “Plan”); B. The Plan currently provides for an aggregate of 2,147,233 shares of Common Stock to be reserved for issua

Employment agreement by and between Xometry, Inc. and James Rallo, dated as of April 13, 2020

Exhibit 10.12 EXECUTIVE EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) by and between James Rallo (the “Executive”) and Xometry, Inc. (the “Company”) is effective as of April 13, 2020 (the “Effective Date”). The Company desires to employ the Executive and, in connection therewith, to compensate the Executive for Executive’s personal services to the Company; and The Executive wish

Power of Attorney (included on page II-6).

Table of Contents As filed with the Securities and Exchange Commission on June 4, 2021.

Forms of grant notice, stock option agreement, and notice of exercise under the Xometry, Inc. 2016 Equity Incentive Plan.

EX-10.8 11 d120843dex108.htm EX-10.8 Exhibit 10.8 XOMETRY, INC. STOCK OPTION GRANT NOTICE (2016 EQUITY INCENTIVE PLAN) XOMETRY, INC. (the “Company”), pursuant to its 2016 Equity Incentive Plan, as may be amended from time to time (the “Plan”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the

Seventh Amended and Restated Investor Rights Agreement, dated July 17, 2020.

Exhibit 10.1 Executed Version SEVENTH AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT THIS SEVENTH AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT is made as of July 20, 2020, by and among Xometry, Inc., a Delaware corporation (the ?Company?), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an ?Investor,? that is or becomes a party to this

Cooley LLP 55 Hudson Yards New York, NY 10001-2157 t: (212) 479-6000 f: (212) 479-6275 cooley.com

Eric Blanchard +1 212 479 6565 [email protected] Via EDGAR and Overnight Courier June 4, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Information Technologies and Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Scott Stringer Rufus Decker Charlie Guidry Erin Jaskot Re: Xometry, Inc. Amendment 1 to Draft Registration Statement on Form S-1

Xometry, Inc. 2016 Equity Incentive Plan.

Exhibit 10.2 XOMETRY, INC. 2016 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: February 3, 2016 APPROVED BY THE STOCKHOLDERS: February 3, 2016 TERMINATION DATE: February 2, 2026 1. GENERAL. (a) Eligible Stock Award Recipients. Employees, Directors and Consultants are eligible to receive Stock Awards. (b) Available Stock Awards. The Plan provides for the grant of the following types of St

Xometry, Inc. Amendment No. 4 to 2016 Equity Incentive Plan.

Exhibit 10.6 AMENDMENT NO. 4 TO XOMETRY, INC. 2016 EQUITY INCENTIVE PLAN A. XOMETRY, INC., a corporation organized under the laws of the State of Delaware (the “Company”) established the Company’s 2016 Equity Incentive Plan (the “Plan”); B. The Plan currently provides for an aggregate of 3,348,816 shares of Common Stock to be reserved for issuance under the Plan; and C. The Company now wishes to a

Xometry, Inc. Amendment No. 1 to 2016 Equity Incentive Plan.

Exhibit 10.3 AMENDMENT NO. 1 TO XOMETRY, INC. 2016 EQUITY INCENTIVE PLAN A. XOMETRY, INC., a corporation organized under the laws of the State of Delaware (the ?Company?) established the Company?s 2016 Equity Incentive Plan (the ?Plan?); B. The Plan currently provides for 1,634,926 shares of Common Stock to be reserved for issuance under the Plan; and C. The Company now wishes to amend the Plan to

Amended and Restated Bylaws of Xometry, Inc., as currently in effect.

Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF XOMETRY, INC. (A DELAWARE CORPORATION) ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be 1209 Orange Street, City of Wilmington, County of New Castle, 19801 or in such other location as the Board of Directors may from time to time determine or the business of the corporation may requ

Xometry, Inc. Amendment No. 2 to 2016 Equity Incentive Plan.

Exhibit 10.4 AMENDMENT NO. 2 TO XOMETRY, INC. 2016 EQUITY INCENTIVE PLAN A. XOMETRY, INC., a corporation organized under the laws of the State of Delaware (the “Company”) established the Company’s 2016 Equity Incentive Plan (the “Plan”); B. The Plan currently provides for an aggregate of 1,953,236 shares of Common Stock to be reserved for issuance under the Plan; and C. The Company now wishes to a

List of Subsidiaries of Xometry, Inc.

EX-21.1 13 d120843dex211.htm EX-21.1 Exhibit 21.1 Xometry, Inc. Subsidiaries 1. MakeTime, Inc., a Delaware corporation. 2. Gesellschaftsvertrag Shift GmbH, a German company

Xometry, Inc. Amendment No. 5 to 2016 Equity Incentive Plan.

EX-10.7 10 d120843dex107.htm EX-10.7 Exhibit 10.7 AMENDMENT NO. 5 TO XOMETRY, INC. 2016 EQUITY INCENTIVE PLAN A. XOMETRY, INC., a corporation organized under the laws of the State of Delaware (the “Company”) established the Company’s 2016 Equity Incentive Plan (as amended, the “Plan”); B. The Plan currently provides for an aggregate of 4,409,816 shares of Common Stock to be reserved for issuance u

Cooley LLP 55 Hudson Yards New York, NY 10001-2157 t: (212) 479-6000 f: (212) 479-6275 cooley.com

Eric Blanchard +1 212 479 6565 [email protected] Via EDGAR and Overnight Courier May 18, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Information Technologies and Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Scott Stringer Rufus Decker Charlie Guidry Erin Jaskot Re: Xometry, Inc. Draft Registration Statement on Form S-1 Submitted April

As confidentially submitted to the Securities and Exchange Commission on May 18, 2021 as Amendment No. 1 to the draft registration statement submitted on April 14, 2021. This Amendment No. 1 to the draft registration statement has not been publicly f

DRS/A 1 filename1.htm Table of Contents As confidentially submitted to the Securities and Exchange Commission on May 18, 2021 as Amendment No. 1 to the draft registration statement submitted on April 14, 2021. This Amendment No. 1 to the draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Reg

AMENDED AND RESTATED BYLAWS XOMETRY, INC. (A DELAWARE CORPORATION)

EX-3.3 3 filename3.htm Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF XOMETRY, INC. (A DELAWARE CORPORATION) ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be 1209 Orange Street, City of Wilmington, County of New Castle, 19801 or in such other location as the Board of Directors may from time to time determine or the business of t

AMENDMENT NO. 3 TO XOMETRY, INC. 2016 EQUITY INCENTIVE PLAN

EX-10.5 8 filename8.htm Exhibit 10.5 Execution Version AMENDMENT NO. 3 TO XOMETRY, INC. 2016 EQUITY INCENTIVE PLAN A. XOMETRY, INC., a corporation organized under the laws of the State of Delaware (the “Company”) established the Company’s 2016 Equity Incentive Plan (the “Plan”); B. The Plan currently provides for an aggregate of 2,147,233 shares of Common Stock to be reserved for issuance under th

XOMETRY, INC. 2016 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: February 3, 2016 APPROVED BY THE STOCKHOLDERS: February 3, 2016 TERMINATION DATE: February 2, 2026

EX-10.2 5 filename5.htm Exhibit 10.2 XOMETRY, INC. 2016 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: February 3, 2016 APPROVED BY THE STOCKHOLDERS: February 3, 2016 TERMINATION DATE: February 2, 2026 1. GENERAL. (a) Eligible Stock Award Recipients. Employees, Directors and Consultants are eligible to receive Stock Awards. (b) Available Stock Awards. The Plan provides for the grant of t

AMENDMENT NO. 2 TO XOMETRY, INC. 2016 EQUITY INCENTIVE PLAN

Exhibit 10.4 AMENDMENT NO. 2 TO XOMETRY, INC. 2016 EQUITY INCENTIVE PLAN A. XOMETRY, INC., a corporation organized under the laws of the State of Delaware (the ?Company?) established the Company?s 2016 Equity Incentive Plan (the ?Plan?); B. The Plan currently provides for an aggregate of 1,953,236 shares of Common Stock to be reserved for issuance under the Plan; and C. The Company now wishes to a

AMENDMENT NO. 1 TO XOMETRY, INC. 2016 EQUITY INCENTIVE PLAN

EX-10.3 6 filename6.htm Exhibit 10.3 AMENDMENT NO. 1 TO XOMETRY, INC. 2016 EQUITY INCENTIVE PLAN A. XOMETRY, INC., a corporation organized under the laws of the State of Delaware (the “Company”) established the Company’s 2016 Equity Incentive Plan (the “Plan”); B. The Plan currently provides for 1,634,926 shares of Common Stock to be reserved for issuance under the Plan; and C. The Company now wis

XOMETRY, INC. STOCK OPTION GRANT NOTICE (2016 EQUITY INCENTIVE PLAN)

EX-10.8 11 filename11.htm Exhibit 10.8 XOMETRY, INC. STOCK OPTION GRANT NOTICE (2016 EQUITY INCENTIVE PLAN) XOMETRY, INC. (the “Company”), pursuant to its 2016 Equity Incentive Plan, as may be amended from time to time (the “Plan”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and

SEVENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

EX-10.1 4 filename4.htm Exhibit 10.1 Executed Version SEVENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT THIS SEVENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of July 20, 2020, by and among Xometry, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor,” that is or

As confidentially submitted to the Securities and Exchange Commission on April 14, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidentia

Table of Contents As confidentially submitted to the Securities and Exchange Commission on April 14, 2021.

Xometry, Inc. Subsidiaries

EX-21.1 13 filename13.htm Exhibit 21.1 Xometry, Inc. Subsidiaries 1. MakeTime, Inc., a Delaware corporation. 2. Gesellschaftsvertrag Shift GmbH, a German company

AMENDMENT NO. 5 TO XOMETRY, INC. 2016 EQUITY INCENTIVE PLAN

EX-10.7 10 filename10.htm Exhibit 10.7 AMENDMENT NO. 5 TO XOMETRY, INC. 2016 EQUITY INCENTIVE PLAN A. XOMETRY, INC., a corporation organized under the laws of the State of Delaware (the “Company”) established the Company’s 2016 Equity Incentive Plan (as amended, the “Plan”); B. The Plan currently provides for an aggregate of 4,409,816 shares of Common Stock to be reserved for issuance under the Pl

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION XOMETRY, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware)

EX-3.1 2 filename2.htm Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF XOMETRY, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Xometry, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY CERTIFY: 1. The

EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.13 EXECUTIVE EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the ?Agreement?) by and between James Rallo (the ?Executive?) and Xometry, Inc. (the ?Company?) is effective as of April 13, 2020 (the ?Effective Date?). The Company desires to employ the Executive and, in connection therewith, to compensate the Executive for Executive?s personal services to the Company; and The Executive wish

AMENDMENT NO. 4 TO XOMETRY, INC. 2016 EQUITY INCENTIVE PLAN

Exhibit 10.6 AMENDMENT NO. 4 TO XOMETRY, INC. 2016 EQUITY INCENTIVE PLAN A. XOMETRY, INC., a corporation organized under the laws of the State of Delaware (the ?Company?) established the Company?s 2016 Equity Incentive Plan (the ?Plan?); B. The Plan currently provides for an aggregate of 3,348,816 shares of Common Stock to be reserved for issuance under the Plan; and C. The Company now wishes to a