Form 8-K

8-K — Xometry, Inc.

Accession: 0001193125-26-444354

Filed: 2026-11-03

Period: 2026-11-03

CIK: 0001657573

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — xmtr-20261103.htm (Primary)

EX-99.1 (xmtr-ex99_1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: xmtr-20261103.htm · Sequence: 1

8-K

0001657573false00016575732026-11-032026-11-03

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 03, 2026

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)

(IRS Employer

Identification No.)

6116 Executive Blvd, Suite 800

North Bethesda, Maryland

20852

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (240) 252-1138

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Class A common stock, par value $0.000001 per share

XMTR

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On November 3, 2026, Xometry, Inc. (the “Company”) issued a press release announcing its third quarter financial results for the quarterly period ended September 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this report.

The information set forth under this Item 2.02 and in the accompanying Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as otherwise expressly stated in such filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.

Description

99.1

Press Release of Xometry, Inc. issued on November 3, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

XOMETRY, INC.

Date:

November 3, 2026

By:

/s/ Sanjeev Singh Sahni

Sanjeev Singh Sahni

Chief Executive Officer

EX-99.1

Filename: xmtr-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Xometry Reports Record Third Quarter 2026 Results

•

Q3 revenue increased 40% year-over-year to a record $252 million, driven by robust marketplace growth.

•

Q3 marketplace revenue increased 43% year-over-year, driven by expanding networks of buyers and suppliers and increasing wallet share.

•

Q3 gross profit increased 37% year-over-year to a record $98.7 million, driven by strong marketplace growth. Record Q3 marketplace gross margin of 36.0%, an increase of 30 bps year-over-year.

•

Q3 Adjusted EBITDA improved $15.3 million year-over-year to Adjusted EBITDA of $21.4 million, driven by strong marketplace gross profit growth and significant operating expense leverage.

•

Strong operating results were driven by consistent execution across growth initiatives: establishing Xometry as the infrastructure for custom manufacturing, improving AI-native marketplace experiences, expanding buyer and supplier networks, deepening enterprise engagement and leveraging services opportunities.

NORTH BETHESDA, MD., November 3, 2026 /Globe Newswire/-- Xometry, Inc. (NASDAQ: XMTR), the global AI-native marketplace connecting buyers and suppliers of custom manufacturing, today announced its financial results for the third quarter ended September 30, 2026.

“Our key growth initiatives drove record results in the third quarter, with marketplace growth of 43% year-over-year, as we surpassed the $1 billion revenue run rate. We further improved our marketplace experience and continue to deepen enterprise engagement, driving record net buyer additions and increasing wallet share in larger accounts,” said Sanjeev Singh Sahni, CEO at Xometry. “We continue to strengthen Xometry’s position as the infrastructure layer for custom manufacturing, enabling us to rapidly scale online adoption and accelerate market share gains.”

“Our record-setting Q3 performance demonstrates the compounding growth and operational efficiency of our marketplace, delivering both strong revenue expansion and margin improvement,” said James Miln, CFO at Xometry. “Revenue growth remained robust at the 40% level for the second quarter in a row, alongside record marketplace gross margin of 36.0%. This durable top line growth was paired with yet another quarter of improved Adjusted EBITDA profit margin, up 510 basis points year-over-year to 8.5%.”

Third Quarter 2026 Financial Highlights

•

Total revenue for the third quarter of 2026 was $252 million, an increase of 40% year-over-year.

•

Total gross profit for the third quarter of 2026 was $98.7 million, an increase of 37% year-over-year. Total gross margin for the third quarter of 2026 was 39.1%.

•

Marketplace revenue for the third quarter of 2026 was $238 million, an increase of 43% year-over-year.

•

Marketplace Active Buyers increased 20% from 78,282 as of September 30, 2025 to 93,812 as of September 30, 2026, with record net buyer additions of 4,255 in the third quarter of 2026.

•

Marketplace Accounts with Last Twelve-Months Spend of at least $50,000 increased 26% from 1,724 as of September 30, 2025 to 2,172 as of September 30, 2026.

•

Services revenue for the third quarter of 2026 was $14.4 million, up 2% year-over-year.

•

Net income attributable to common stockholders for the third quarter of 2026 was $1.9 million, as compared to net loss attributable to common stockholders of $11.6 million in the third quarter of 2025.

•

Adjusted EBITDA for the third quarter of 2026 was $21.4 million, reflecting an improvement of $15.3 million year-over-year.

•

Non-GAAP net income for the third quarter of 2026 was $18.6 million, as compared to a Non-GAAP net income of $2.1 million in the third quarter of 2025.

•

Cash, cash equivalents and marketable securities were $505 million as of September 30, 2026.

Third Quarter 2026 Business Highlights

•

Xometry unveiled its next-gen Workcenter experience for manufacturing partners, building on the AI sourcing models introduced in July. The redesigned homepage unifies job discovery, performance scores and payout visibility, and the enhanced Job Board offers filters and an on-screen 3D viewer and drawing review.

•

Xometry expanded its partnership with TradeCentric, adding Purchase Order Automation and Invoice Automation to the PunchOut capability already available between its marketplace and customers’ eProcurement systems. The integration connects with over 220 eProcurement solutions, including Coupa, SAP Ariba and Microsoft Dynamics, and is available now to U.S. customers, with international expansion planned.

•

Xometry Foundation announced a partnership with MxD, the nation’s Digital Manufacturing and Cybersecurity Institute, aimed at making cybersecurity compliance, including CMMC Level 2, more affordable for small and mid-sized manufacturers. The grant program is part of Xometry’s broader commitment to strengthening the U.S. aerospace and defense industrial base.

•

Xometry released data showing job growth among its Texas supplier partners tracking at nearly twice the rate of its national partner network in 2026, driven by demand for certified manufacturing capabilities.

Financial Summary

(In thousands, except per share amounts)

(Unaudited)

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

2026

2025

% Change

2026

2025

% Change

Consolidated

Revenue

252,439

180,715

40%

686,857

494,234

39%

Gross profit

98,680

72,029

37%

264,321

193,536

37%

Net income (loss) attributable to common stockholders

1,935

(11,597

)

117%

(8,645

)

(53,109

)

84%

EPS, basic and diluted, of Class A and Class B common stock

0.03

(0.23

)

113%

(0.16

)

(1.05

)

85%

Adjusted EBITDA(1)

21,423

6,142

249%

46,050

10,146

354%

Non-GAAP net income(1)

18,561

2,103

783%

35,362

656

5,291%

Non-GAAP EPS, basic(1), of Class A and Class B common stock

0.32

0.04

700%

0.65

0.01

6,400%

Non-GAAP EPS, diluted(1), of Class A and Class B common stock

0.28

0.04

600%

0.57

0.01

5,600%

Marketplace

Revenue

238,004

166,592

43%

644,691

451,168

43%

Cost of revenue

152,306

107,086

42%

417,787

295,891

41%

Gross Profit

85,698

59,506

44%

226,904

155,277

46%

Gross Margin

36.0

35.7

0.3%

35.2

34.4

0.8%

Services

Revenue

14,435

14,123

42,166

43,066

(2)%

Cost of revenue

1,453

1,600

(9)%

4,749

4,807

(1)%

Gross Profit

12,982

12,523

37,417

38,259

(2)%

Gross Margin

89.9

88.7

1.2%

88.7

88.8

(0.1)%

(1)

These non-GAAP financial measures, and the reasons why we believe these non-GAAP financial measures are useful, are described below and reconciled to their most directly comparable GAAP measures in the accompanying tables.

Key Operating Metrics(2):

As of September 30,

2026

2025

Change

Active Buyers(3)

93,812

78,282

Percentage of Revenue from Existing Accounts(3)

Accounts with Last Twelve-Months Spend of at Least $50,000(3)

2,172

1,724

(2)

These key operating metrics are for Marketplace. See “Key Terms for our Key Metrics and Non-GAAP Financial Measures” below for definitions of these metrics.

(3)

Amounts shown for Active Buyers and Accounts with Last Twelve-Months Spend of at Least $50,000 are as of September 30, 2026 and 2025, and Percentage of Revenue from Existing Accounts is presented for the quarters ended September 30, 2026 and 2025.

Financial Guidance and Outlook:

Q4 2026

(in millions)

Low

High

Revenue

254

256

Adjusted EBITDA

22.0

22.5

•

For Q4 2026, we expect revenue of $254-$256 million, representing 32-33% growth year-over-year driven by approximately 35-36% marketplace growth.

•

For Q4 2026, we expect Adjusted EBITDA of $22-$22.5 million, an improvement from Adjusted EBITDA of $8.4 million in Q4 2025.

•

For Full Year 2026, we are raising our revenue growth outlook from previous guidance of 33-34% to at least 37% driven by approximately 41% marketplace growth.

•

For Full Year 2026, we expect Adjusted EBITDA of $68-$68.5 million, an improvement from an Adjusted EBITDA of $18.5 million in Full Year 2025.

Xometry’s fourth quarter and full year 2026 financial outlook is based on a number of assumptions that are subject to change and may be outside of its control. If actual results vary from these assumptions, Xometry’s expectations may change. There can be no assurance that Xometry will achieve these results.

Reconciliation of Adjusted EBITDA on a forward-looking basis to net loss, the most directly comparable GAAP measure, is not available without unreasonable efforts due to the high variability and complexity and low visibility with respect to certain charges excluded from this non-GAAP measure, including interest and dividend income, (provision) benefit for income taxes, charitable contributions of common stock and impairment of assets. Xometry expects the variability of these items could have a significant, and potentially unpredictable, impact on its future GAAP financial results.

Use of Non-GAAP Financial Measures

To supplement its consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”), Xometry, Inc. (“Xometry”, the “Company”, “we” or “our”) uses Adjusted EBITDA, non-GAAP net income and non-GAAP Earnings Per Share, basic and diluted, which are considered non-GAAP financial measures, as described below. These non-GAAP financial measures are presented to enhance the user’s overall understanding of Xometry’s financial performance and should not be considered a substitute for, nor superior to, the financial information prepared and presented in accordance with GAAP. The non-GAAP financial measures presented in this release, together with the GAAP financial results, are the primary measures used by the Company’s management and board of directors to understand and evaluate the Company’s financial performance and

operating trends, including period-to-period comparisons, because they exclude certain expenses and gains that management believes are not indicative of the Company’s core operating results. Management also uses these measures to prepare and update the Company’s short and long term financial and operational plans, to evaluate investment decisions, and in its discussions with investors, commercial bankers, equity research analysts and other users of the Company’s financial statements. Accordingly, the Company believes that these non-GAAP financial measures provide useful information to investors and others in understanding and evaluating the Company’s operating results in the same manner as the Company’s management and in comparing operating results across periods and to those of Xometry’s peer companies. In addition, from time to time we may present adjusted information (for example, revenue growth) to exclude the impact of certain gains, losses or other changes that affect period-to-period comparability of our operating performance.

The use of non-GAAP financial measures has certain limitations because they do not reflect all items of income and expense, or cash flows, that affect the Company’s financial performance and operations. Additionally, non-GAAP financial measures do not have standardized meanings, and therefore other companies, including peer companies, may use the same or similarly named measures but exclude or include different items or use different computations. Management compensates for these limitations by reconciling these non-GAAP financial measures to their most comparable GAAP financial measures in the tables captioned “Reconciliations of Non-GAAP Financial Measures” included at the end of this release. Investors and others are encouraged to review the Company’s financial information in its entirety and not rely on a single financial measure.

Change in Non-GAAP Financial Measure

Effective January 1, 2026, we revised our definition of Non-GAAP Net Income to exclude depreciation expense which had previously been included as an adjustment. Management believes this revised definition provides a more representative view of our core operating performance. All prior-period amounts have been recast to conform to this new definition.

Key Terms for our Key Metrics and Non-GAAP Financial Measures

Marketplace revenue: includes the sale of parts and assemblies on our platform.

Services revenue: includes the sales of marketing and advertising services and, to a lesser extent, financial service products and SaaS-based solutions.

Active Buyers: The Company defines “buyers” as individuals who have placed an order to purchase on-demand parts or assemblies on our marketplace. The Company defines Active Buyers as the number of buyers who have made at least one purchase on our marketplace during the last twelve months.

Active Suppliers: The Company defines “suppliers” as individuals or businesses that have been approved by us to either manufacture a product on our platform for a buyer or have utilized our supplier services, including our digital marketing services, data services, financial services or tools and materials. The Company defines Active Suppliers as suppliers that have used our platform at least once during the last twelve months to manufacture a product.

Percentage of Revenue from Existing Accounts: The Company defines an “account” as an individual entity, such as a sole proprietor with a single buyer or corporate entities with multiple buyers, having purchased at least one part on our marketplace. The Company defines an existing account as an account where at least one buyer has made a purchase on our marketplace.

Accounts with Last Twelve-Month Spend of at Least $50,000: The Company defines Accounts with Last Twelve-Month Spend of at Least $50,000 as an account that has spent at least $50,000 on our marketplace in the most recent twelve-month period.

Adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA): The Company defines Adjusted EBITDA as net income (loss), adjusted for interest expense, interest and dividend

income and other expenses, depreciation and amortization, amortization of lease intangible, provision for (benefit from) income taxes, stock-based compensation, payroll tax expense related to stock-based compensation, charitable contributions of common stock, income from unconsolidated joint venture, impairment of assets, restructuring charges and acquisition and other adjustments not reflective of the Company’s ongoing business, such as adjustments related to purchase accounting, the revaluation of contingent consideration, transaction costs and executive severance.

Non-GAAP net income: The Company defines non-GAAP net income as net loss adjusted for stock-based compensation, payroll tax expense related to stock-based compensation, amortization of lease intangible, amortization of deferred costs on convertible notes, charitable contributions of common stock, lease termination, impairment of assets, restructuring charges, loss on debt extinguishment, amortization of acquired intangible assets & patents, other amortization and acquisition and other adjustments not reflective of the Company’s ongoing business, such as adjustments related to purchase accounting, the revaluation of contingent consideration, transaction costs and executive severance.

Non-GAAP Earnings Per Share, basic and diluted (Non-GAAP EPS, basic and diluted): The Company calculates non-GAAP earnings per share, basic and diluted as non-GAAP net income divided by the weighted average number of basic or dilutive shares of common stock outstanding.

Management believes that the exclusion of certain expenses and gains in calculating adjusted EBITDA, non-GAAP net income and non-GAAP EPS, basic and diluted, provides a useful measure for period-to-period comparisons of the Company’s underlying core revenue and operating costs that is focused more closely on the current costs necessary to operate the Company’s businesses and reflects its ongoing business in a manner that allows for meaningful analysis of trends. Management also believes that excluding certain non-cash charges can be useful because the amount of such expenses is the result of long-term investment decisions made in previous periods rather than day-to-day operating decisions.

About Xometry

Xometry’s (NASDAQ: XMTR) AI-native marketplace, popular Thomasnet® industrial sourcing platform and suite of cloud-based services are rapidly digitizing the manufacturing industry. Xometry provides manufacturers the critical resources they need to grow their business and streamlines the procurement process for buyers through real-time pricing and lead time data. Learn more at xometry.com and xometry.eu.

Conference Call and Webcast Information

The Company will host a conference call and webcast to discuss the results at 8:30 a.m. ET (5:30 a.m. PT) on November 3, 2026. In addition to its press release announcing its third quarter 2026 financial results, Xometry will release an earnings presentation, which will be available on its investor website at investors.xometry.com.

Xometry, Inc. Third Quarter 2026 Earnings Presentation and Conference Call

•

Tuesday, November 3, 2026

•

8:30 a.m. Eastern / 5:30 a.m. Pacific

•

To access the webcast use the following link: https://register-conf.media-server.com/register

•

You may also visit the Xometry Investor Relations Homepage at investors.xometry.com to listen to a live webcast of the call

Cautionary Information Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “would,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements in this press release include, but are not limited to, our beliefs

regarding our financial position and operating performance, including our outlook and guidance for the fourth quarter of 2026 and the full year 2026; our expectations regarding our growth; and statements regarding our strategies, initiatives, products and platform capabilities. Our expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected, including risks and uncertainties related to: competition, managing our growth, financial performance, our ability to forecast our performance due to our limited operating history, investments in new products or offerings, our ability to attract buyers and sellers to our marketplace, legal proceedings and regulatory matters and developments, any future changes to our business or our financial or operating model, our brand and reputation, and the impact of fluctuations in general macroeconomic conditions, such as fluctuations in inflation and rising interest rates. The forward-looking statements contained in this press release are also subject to other risks and uncertainties that could cause actual results to differ from the results predicted, including those more fully described in our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2025, our Quarterly Reports on Form 10-Q, and other filings and reports that we may file from time to time with the SEC. All forward-looking statements in this press release are based on information available to Xometry and assumptions and beliefs as of the date hereof, and we disclaim any obligation to update any forward-looking statements, except as required by law.

Investor Contact:

Media Contact:

Shawn Milne

VP Investor Relations

240-335-8132

shawn.milne@xometry.com

Lauran Cacciatori

VP Communications

773-610-0806

lauran.cacciatori@xometry.com

Xometry, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)

(Unaudited)

September 30,

December 31,

2026

2025

Assets

Current assets:

Cash and cash equivalents

18,132

14,996

Marketable securities

486,850

204,145

Accounts receivable, less allowance for credit losses of $9.1 million and $8.0 million as of

September 30, 2026 and December 31, 2025, respectively

152,151

97,370

Inventory

3,767

3,917

Prepaid expenses

6,216

7,262

Other current assets

14,441

6,954

Total current assets

681,557

334,644

Software development and property and equipment, net

91,788

60,631

Operating lease right-of-use assets

13,142

11,132

Investment in unconsolidated joint venture

4,157

4,069

Intangible assets, net

28,008

28,563

Goodwill

268,051

263,801

Other assets

913

880

Total assets

1,087,616

703,720

Liabilities and stockholders’ equity

Current liabilities:

Accounts payable and accrued cost of revenue

68,870

44,612

Other accrued expenses

41,769

31,669

Contract liabilities

17,667

10,319

Income taxes payable

286

269

Convertible notes, current portion

84,816

—

Operating lease liabilities, current portion

3,012

2,067

Total current liabilities

216,420

88,936

Convertible notes, net of current portion

243,607

327,514

Operating lease liabilities, net of current portion

11,198

9,841

Deferred income taxes

123

145

Other liabilities

1,349

547

Total liabilities

472,697

426,983

Commitments and contingencies

Stockholders’ equity

Preferred stock, $0.000001 par value. Authorized; 50,000,000 shares; zero shares issued

and outstanding as of September 30, 2026 and December 31, 2025

—

Class A common stock, $0.000001 par value. Authorized; 750,000,000 shares; 55,905,317

shares and 49,842,220 shares issued and outstanding as of September 30, 2026 and

December 31, 2025, respectively

—

Class B common stock, $0.000001 par value. Authorized; 5,000,000 shares; 1,475,311

shares issued and outstanding as of September 30, 2026 and December 31, 2025

—

Additional paid-in capital

1,058,186

710,925

Treasury stock, at cost, 220,994 shares as of September 30, 2026 and December 31, 2025

(8,080

)

(8,080

)

Accumulated other comprehensive income

4,331

4,772

Accumulated deficit

(440,661

)

(432,016

)

Total stockholders’ equity

613,776

275,601

Noncontrolling interest

1,143

1,136

Total equity

614,919

276,737

Total liabilities and stockholders’ equity

1,087,616

703,720

Xometry, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

(In thousands, except share and per share amounts)

(Unaudited)

Three Months Ended

September 30,

Nine Months Ended

September 30,

2026

2025

2026

2025

Revenue

252,439

180,715

686,857

494,234

Cost of revenue

153,759

108,686

422,536

300,698

Gross profit

98,680

72,029

264,321

193,536

Operating expenses:

Sales and marketing

35,571

32,649

101,124

88,866

Operations and support

23,264

18,403

64,332

53,225

Product development

16,102

12,524

40,510

34,703

General and administrative

23,686

19,463

69,063

53,433

Impairment of assets

—

Total operating expenses

98,623

83,088

275,029

230,276

Income (loss) from operations

(11,059

)

(10,708

)

(36,740

)

Other (expenses) income

Interest expense

(1,258

)

(1,278

)

(3,774

)

(3,648

)

Interest and dividend income

4,440

2,139

8,822

6,591

Other expenses

(787

)

(1,636

)

(2,260

)

(19,882

)

Income from unconsolidated joint venture

187

220

588

544

Total other income (expenses)

2,582

(555

)

3,376

(16,395

)

Income (loss) before income taxes

2,639

(11,614

)

(7,332

)

(53,135

)

(Provision) benefit for income taxes

(704

)

(1,306

)

Net income (loss)

1,935

(11,597

)

(8,638

)

(53,110

)

Net income (loss) attributable to noncontrolling interest

—

)

Net income (loss) attributable to common stockholders

1,935

(11,597

)

(8,645

)

(53,109

)

Net income (loss) per share of Class A and Class B common stock:

Basic

0.03

(0.23

)

(0.16

)

(1.05

)

Diluted

0.03

(0.23

)

(0.16

)

(1.05

)

Weighted average shares outstanding:

Basic

57,333,901

50,920,588

54,508,819

50,653,997

Diluted

60,462,719

50,920,588

54,508,819

50,653,997

Net income (loss)

1,935

(11,597

)

(8,638

)

(53,110

)

Comprehensive income (loss):

Foreign currency translation

119

180

(441

)

4,766

Total other comprehensive income (loss)

119

180

(441

)

4,766

Comprehensive income (loss)

2,054

(11,417

)

(9,079

)

(48,344

)

Comprehensive (loss) income attributable to noncontrolling interest

(10

)

(17

)

Total comprehensive income (loss) attributable to common stockholders

2,064

(11,424

)

(9,086

)

(48,327

)

Xometry, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

Nine Months Ended

September 30,

2026

2025

Cash flows from operating activities:

Net loss

(8,638

)

(53,110

)

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

16,952

13,741

Impairment of assets

—

Reduction in carrying amount of right-of-use asset

1,771

3,350

Lease termination

—

(14

)

Stock-based compensation

30,961

25,985

Income from unconsolidated joint venture

(88

)

(144

)

Donation of common stock

4,404

2,080

Loss on debt extinguishment

—

16,430

Amortization of deferred costs on convertible notes

1,712

1,527

Deferred tax benefit

(22

)

(44

)

Changes in other assets and liabilities:

Accounts receivable, net

(55,096

)

(23,370

)

Inventory

(192

)

Prepaid expenses

1,039

(904

)

Other assets

(7,468

)

(1,233

)

Accounts payable and accrued cost of revenue

24,009

10,728

Other accrued expenses

9,920

9,100

Contract liabilities

7,395

3,170

Lease liabilities

(1,482

)

(5,202

)

Other liabilities

(54

)

(24

)

Income taxes payable

(249

)

Net cash provided by operating activities

25,410

1,674

Cash flows from investing activities:

Purchases of marketable securities

(341,705

)

(6,571

)

Proceeds from sale of marketable securities

59,000

20,500

Capitalization of software development and purchases of property and equipment

(38,905

)

(19,911

)

Cash paid for business combination

(4,599

)

—

Net cash used in investing activities

(326,209

)

(5,982

)

Cash flows from financing activities:

Proceeds from issuance of convertible notes

—

250,000

Costs incurred in connection with issuance of convertible notes

—

(8,650

)

Payments for repurchase of convertible notes

—

(215,992

)

Purchase of capped calls

—

(17,475

)

Purchase of treasury stock

—

(8,080

)

Proceeds from stock options exercised

6,349

2,703

Proceeds from issuance of common stock, net of underwriters’ discount

248,400

—

Payment of costs related to issuance of common stock

(776

)

—

Proceeds from issuance of common stock under Siemens agreement

50,000

—

Net cash provided by financing activities

303,973

2,506

Effect of foreign currency translation on cash and cash equivalents

(38

)

415

Net increase (decrease) in cash and cash equivalents

3,136

(1,387

)

Cash and cash equivalents at beginning of the period

14,996

22,232

Cash and cash equivalents at end of the period

18,132

20,845

Supplemental cash flow information:

Cash paid for interest

1,796

2,600

Cash paid for income taxes

1,234

—

Non-cash investing and financing activities:

Stock-based compensation included in capitalized software development costs

7,117

—

Non-cash consideration in connection with business combination

2,099

625

Non-cash purchase of property and equipment

108

Conversion of 2027 convertible notes to common stock

805

—

Xometry, Inc. and Subsidiaries

Reconciliations of Non-GAAP Financial Measures

(In thousands, except share and per share amounts)

(Unaudited)

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

2026

2025

2026

2025

Adjusted EBITDA:

Net income (loss)

1,935

(11,597

)

(8,638

)

(53,110

)

Add (deduct):

Interest expense, interest and dividend income and other expenses

(2,395

)

775

(2,788

)

16,939

Depreciation and amortization(1)

6,185

5,000

16,952

13,741

Amortization of lease intangible

—

180

—

540

Provision (benefit) from income taxes

704

(17

)

1,306

(25

)

Stock-based compensation(2)

11,288

10,748

30,961

25,985

Payroll tax expense related to stock-based compensation

728

366

2,792

2,100

Acquisition and other(3)

—

309

927

Charitable contribution of common stock

1,767

950

4,404

2,080

Income from unconsolidated joint venture

(187

)

(220

)

(588

)

(544

)

Impairment of assets

—

Restructuring charges(4)

1,370

(92

)

1,340

1,464

Adjusted EBITDA

21,423

6,142

46,050

10,146

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

2026

2025

2026

2025

Non-GAAP Net Income:

Net income (loss)

1,935

(11,597

)

(8,638

)

(53,110

)

Add (deduct):

Stock-based compensation(2)

11,288

10,748

30,961

25,985

Payroll tax expense related to stock-based compensation

728

366

2,792

2,100

Amortization of lease intangible

—

180

—

540

Amortization of deferred costs on convertible notes

571

590

1,712

1,527

Acquisition and other(3)

—

310

926

Charitable contribution of common stock

1,767

950

4,404

2,080

Lease termination

—

(14

)

Impairment of assets

—

Restructuring charges(4)

1,370

(92

)

1,340

1,464

Loss on debt extinguishment

—

16,430

Amortization of acquired intangible assets & patents(5)

874

804

2,481

2,411

Other amortization(5)

—

268

Non-GAAP Net Income

18,561

2,103

35,362

656

Adjustments to numerator

540

—

1,619

—

Weighted-average number of shares outstanding used to compute Non-GAAP Net Income (Loss) per share, basic and diluted, of Class A and Class B common stock

57,333,901

50,920,588

54,508,819

50,653,997

Non-GAAP effect of potentially dilutive Class A common stock

9,969,202

3,115,487

9,902,171

2,608,839

Non-GAAP weighted-average shares used to compute Non-GAAP Net Income (Loss) per share, diluted

67,303,103

54,036,075

64,410,990

53,262,836

EPS, basic and diluted, of Class A and Class B common stock

0.03

(0.23

)

(0.16

)

(1.05

)

Non-GAAP EPS basic, of Class A and Class B common stock

0.32

0.04

0.65

0.01

Non-GAAP EPS diluted, of Class A and Class B common stock

0.28

0.04

0.57

0.01

(1)

Represents depreciation expense of the Company’s long-lived tangible assets and amortization expense of its finite-lived intangible assets, as included in the Company’s GAAP results of operations.

(2)

Represents the non-cash expense related to stock-based awards granted to employees, as included in the Company’s GAAP results of operations.

(3)

Includes adjustments related to purchase accounting, the revaluation of contingent consideration, transaction costs and executive severance.

(4)

Costs associated with the 2026 and 2025 reductions in workforce.

(5)

In the first quarter of 2026, we changed the definition of Non-GAAP Net Income to exclude depreciation expense. Prior period amounts were recast to conform to the new definition.

Xometry, Inc. and Subsidiaries

Reconciliation of GAAP EPS to Non-GAAP EPS

(Unaudited)

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

2026

2025

2026

2025

Non-GAAP EPS:

GAAP EPS, diluted, of Class A and Class B common stock

0.03

(0.23

)

(0.16

)

(1.05

)

Non-GAAP effect of potentially dilutive Class A common stock

—

0.02

0.05

0.03

Add (deduct):

Stock-based compensation

0.17

0.20

0.48

0.49

Payroll tax expense related to stock-based compensation

0.01

0.04

Amortization of lease intangible

—

0.01

Amortization of deferred costs on convertible notes

0.01

0.03

Acquisition and other

—

0.02

Charitable contribution of common stock

0.03

0.02

0.07

0.04

Impairment of assets

—

Restructuring charges

0.02

—

0.02

0.03

Loss on debt extinguishment

—

0.31

Amortization of acquired intangible assets & patents

0.01

0.04

0.05

Other amortization

—

0.01

Non-GAAP EPS, diluted, of Class A and Class B common stock

0.28

0.04

0.57

0.01

Xometry, Inc. and Subsidiaries

Segment Results

(In thousands)

(Unaudited)

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

2026

2025

2026

2025

Segment Revenue:

U.S.

213,392

151,093

580,357

414,646

International

39,047

29,622

106,500

79,588

Total revenue

252,439

180,715

686,857

494,234

Segment Cost of Revenue:

U.S.

130,596

90,933

357,882

251,841

International

23,163

17,753

64,654

48,857

Total cost of revenue

153,759

108,686

422,536

300,698

Segment Adjusted EBITDA:

U.S.

22,020

10,349

52,769

20,234

International

(597

)

(4,207

)

(6,719

)

(10,088

)

Total Adjusted EBITDA

21,423

6,142

46,050

10,146

Xometry, Inc. and Subsidiaries

Supplemental Information

(In thousands)

(Unaudited)

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

2026

2025

2026

2025

Summary of Stock-based Compensation Expense and Payroll Taxes Related to Stock-Based Compensation Expense

Sales and marketing

2,694

3,170

7,201

7,809

Operations and support

2,839

3,712

8,552

9,450

Product development

1,250

2,583

4,036

6,410

General and administrative

5,233

1,649

13,964

4,416

Total stock-based compensation expense and payroll taxes related to stock-based compensation

12,016

11,114

33,753

28,085

Summary of Depreciation and Amortization Expense

Cost of revenue

179

184

538

550

Sales and marketing

805

799

2,384

2,385

Operations and support

145

129

Product development

5,060

3,723

13,353

9,860

General and administrative

248

532

817

Total depreciation and amortization expense

6,185

5,000

16,952

13,741

Summary of Restructuring Charges

Sales and marketing

190

(27

)

190

Operations and support

429

(108

)

431

718

Product development

731

733

510

General and administrative

(14

)

174

Total restructuring charges

1,370

(92

)

1,340

1,464

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