# Xometry, Inc. (XMTR) Informational only - not investment advice. CIK: 0001657573 SIC: 7389 Services-Business Services, NEC SIC breadcrumb: [Services](/division/I/) > [Business Services](/major-group/73/) > [SIC 7389 Services-Business Services, NEC](/industry/7389/) Latest 10-K filed: 2026-02-24 SEC page: https://www.sec.gov/edgar/browse/?CIK=1657573 Filing source: https://www.sec.gov/Archives/edgar/data/1657573/000119312526066959/xmtr-20251231.htm ## Selected Fundamentals | Metric | Value | Unit | FY | Filed | | --- | ---: | --- | ---: | --- | | Revenue | 686631000 | USD | 2025 | 2026-02-24 | | Net income | -61748000 | USD | 2025 | 2026-02-24 | | Assets | 703720000 | USD | 2025 | 2026-02-24 | ## Financials Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-24. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001657573.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts. | Metric | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Revenue | 80,228,000 | 141,406,000 | 218,336,000 | 380,921,000 | 463,406,000 | 545,529,000 | 686,631,000 | | Net income | -30,994,000 | -31,085,000 | -61,381,000 | -79,043,000 | -67,465,000 | -50,403,000 | -61,748,000 | | Operating income | -30,549,000 | -29,216,000 | -58,686,000 | -77,091,000 | -73,576,000 | -56,149,000 | -45,516,000 | | Gross profit | 14,736,000 | 33,286,000 | 57,141,000 | 145,991,000 | 178,259,000 | 215,624,000 | 268,773,000 | | Diluted EPS | | -5.32 | -2.33 | -1.68 | -1.41 | -1.03 | | | Operating cash flow | -27,125,000 | -22,049,000 | -68,571,000 | -62,575,000 | -29,877,000 | -15,384,000 | 6,086,000 | | Capital expenditures | 2,693,000 | 4,190,000 | 6,262,000 | 13,650,000 | 18,486,000 | 18,097,000 | 30,180,000 | | Share buybacks | | | | | 0.00 | 0.00 | 8,080,000 | | Assets | | 88,963,000 | 502,586,000 | 734,114,000 | 707,387,000 | 680,129,000 | 703,720,000 | | Liabilities | | 39,499,000 | 77,103,000 | 362,315,000 | 376,968,000 | 364,533,000 | 426,983,000 | | Stockholders' equity | | -111,249,000 | 424,449,000 | 370,709,000 | 329,300,000 | 314,453,000 | 275,601,000 | | Cash and cash equivalents | | 59,874,000 | 86,262,000 | 65,662,000 | 53,424,000 | 22,232,000 | 14,996,000 | | Free cash flow | -29,818,000 | -26,239,000 | -74,833,000 | -76,225,000 | -48,363,000 | -33,481,000 | -24,094,000 | ### Ratios ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported. | Metric | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Net margin | -38.63% | -21.98% | -28.11% | -20.75% | -14.56% | -9.24% | -8.99% | | Operating margin | -38.08% | -20.66% | -26.88% | -20.24% | -15.88% | -10.29% | -6.63% | | Return on equity | | | -14.46% | -21.32% | -20.49% | -16.03% | -22.40% | | Return on assets | | -34.94% | -12.21% | -10.77% | -9.54% | -7.41% | -8.77% | | Liabilities / equity | | | 0.18 | 0.98 | 1.14 | 1.16 | 1.55 | | Current ratio | | 2.02 | 2.87 | 6.05 | 4.28 | 4.38 | 3.76 | ## Quarterly Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-07. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001657573.json. Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived. | Quarter | End date | Revenue | Net income | Diluted EPS | Method | | --- | --- | ---: | ---: | ---: | --- | | 2022-Q2 | 2022-06-30 | | | -0.35 | reported discrete quarter | | 2022-Q3 | 2022-09-30 | | | -0.32 | reported discrete quarter | | 2023-Q1 | 2023-03-31 | | | -0.38 | reported discrete quarter | | 2023-Q2 | 2023-06-30 | 111,008,000 | -26,559,000 | | reported discrete quarter | | 2023-Q3 | 2023-09-30 | 118,927,000 | -12,010,000 | | reported discrete quarter | | 2023-Q4 | 2023-12-31 | 128,145,000 | -10,553,000 | | derived Q4 = FY annual - nine-month YTD | | 2024-Q1 | 2024-03-31 | 122,690,000 | -16,604,000 | | reported discrete quarter | | 2024-Q2 | 2024-06-30 | 132,595,000 | -13,704,000 | | reported discrete quarter | | 2024-Q3 | 2024-09-30 | 141,698,000 | -10,199,000 | | reported discrete quarter | | 2024-Q4 | 2024-12-31 | 148,546,000 | -9,896,000 | | derived Q4 = FY annual - nine-month YTD | | 2025-Q1 | 2025-03-31 | 150,971,000 | -15,076,000 | | reported discrete quarter | | 2025-Q2 | 2025-06-30 | 162,547,000 | -26,437,000 | | reported discrete quarter | | 2025-Q3 | 2025-09-30 | 180,715,000 | -11,597,000 | | reported discrete quarter | | 2025-Q4 | 2025-12-31 | 192,397,000 | -8,638,000 | | derived Q4 = FY annual - nine-month YTD | | 2026-Q1 | 2026-03-31 | 205,138,000 | -5,259,000 | | reported discrete quarter | ## Macro Cross-References - [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average - [UNRATE](/indicator/UNRATE/): Unemployment Rate - [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate - [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private - [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit - [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit - [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity - [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity - [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity - [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity - [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity - [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy - [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food - [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy - [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter - [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index - [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index - [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities - [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate - [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons - [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm - [CIVPART](/indicator/CIVPART/): Labor Force Participation Rate - [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio - [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed - [CE16OV](/indicator/CE16OV/): Employment Level - [ICSA](/indicator/ICSA/): Initial Claims - [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm - [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm - [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product - [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period - [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index - [TCU](/indicator/TCU/): Capacity Utilization: Total Index - [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units - [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units - [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade - [PCE](/indicator/PCE/): Personal Consumption Expenditures - [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income - [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate - [M2SL](/indicator/M2SL/): M2 - [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance - [MSPUS](/indicator/MSPUS/): Median Sales Price of Houses Sold for the United States - [HSN1F](/indicator/HSN1F/): New One Family Houses Sold: United States - [RHORUSQ156N](/indicator/RHORUSQ156N/): Homeownership Rate in the United States - [TTLCONS](/indicator/TTLCONS/): Total Construction Spending: Total Construction in the United States - [RRVRUSQ156N](/indicator/RRVRUSQ156N/): Rental Vacancy Rate in the United States - [TOTALSL](/indicator/TOTALSL/): Total Consumer Credit Owned and Securitized - [REVOLSL](/indicator/REVOLSL/): Revolving Consumer Credit Owned and Securitized - [DRCCLACBS](/indicator/DRCCLACBS/): Delinquency Rate on Credit Card Loans, All Commercial Banks - [GDP](/indicator/GDP/): Gross Domestic Product - [GPDI](/indicator/GPDI/): Gross Private Domestic Investment - [GCE](/indicator/GCE/): Government Consumption Expenditures and Gross Investment - [PCEC](/indicator/PCEC/): Personal Consumption Expenditures - [NETEXP](/indicator/NETEXP/): Net Exports of Goods and Services - [GFDEBTN](/indicator/GFDEBTN/): Federal Debt: Total Public Debt - [GFDEGDQ188S](/indicator/GFDEGDQ188S/): Federal Debt: Total Public Debt as Percent of Gross Domestic Product - [FYFSD](/indicator/FYFSD/): Federal Surplus or Deficit - [FGRECPT](/indicator/FGRECPT/): Federal Government Current Receipts - [FGEXPND](/indicator/FGEXPND/): Federal Government: Current Expenditures - [MANEMP](/indicator/MANEMP/): All Employees, Manufacturing - [USCONS](/indicator/USCONS/): All Employees, Construction - [USTRADE](/indicator/USTRADE/): All Employees, Retail Trade - [USFIRE](/indicator/USFIRE/): All Employees, Financial Activities - [USGOVT](/indicator/USGOVT/): All Employees, Government - [AWHAETP](/indicator/AWHAETP/): Average Weekly Hours of All Employees, Total Private - [DGORDER](/indicator/DGORDER/): Manufacturers' New Orders: Durable Goods - [NEWORDER](/indicator/NEWORDER/): Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft - [BUSINV](/indicator/BUSINV/): Total Business Inventories - [EXPGS](/indicator/EXPGS/): Exports of Goods and Services - [IMPGS](/indicator/IMPGS/): Imports of Goods and Services - [IR](/indicator/IR/): Import Price Index (End Use): All Commodities - [PPIFIS](/indicator/PPIFIS/): Producer Price Index by Commodity: Final Demand ## Latest quarter (10-Q) Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/1657573/000119312526211872/xmtr-20260331.htm Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high Filing date: 2026-05-07 Report date: 2026-03-31 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q. The discussion contains forward-looking statements that are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed in Part II, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025. Our historical results are not necessarily indicative of the results that may be expected in the future and our current quarterly results are not necessarily indicative of the results expected for the full year or any other period. Overview Xometry, Inc. (“Xometry”, the “Company”, “our”, or “we”) is an AI-native global online manufacturing marketplace with a suite of services that are rapidly digitizing the custom manufacturing industry. Xometry’s marketplace enables the design-to-production workflow by providing the AI-driven execution layer that translates design intent into intelligent sourcing decisions and production outcomes at scale. The marketplace offers transparency and traceability from the first quote to final delivery. We provide services that power the broader manufacturing lifecycle. These services include advertising and marketing services through our Thomasnet industrial sourcing platform, financial services and Workcenter, our cloud-based manufacturing execution system. These services deepen our relationships with suppliers. Together, our marketplace and services platforms provide manufacturers the critical resources they need to grow their business and make it easy for buyers to create locally resilient supply chains. Xometry operates an AI-native online marketplace that connects buyers with suppliers of manufacturing services, driving the digital transformation of one of the largest industries in the world. The platform is designed to digitize and modernize the sourcing, pricing, and execution of manufacturing work across a broad range of processes, materials and industries, enabling more efficient matching of manufacturing demand with available production capacity. We facilitate innovation by providing real-time access to global manufacturing demand and capacity. We believe these capabilities position Xometry as a preferred digital collaboration, sourcing and transaction platform for custom manufacturing, and lead to Xometry becoming an integral part of our buyer’s supply chains. We use proprietary technology to enable product designers, engineers, buyers, and supply chain professionals to instantly access the capacity of a global network of manufacturing facilities. The Company’s marketplace makes it possible for buyers to quickly receive pricing, expected lead times, and manufacturability feedback and place orders on the marketplace. The network allows us to provide high volumes of unique parts, including custom components and assemblies for our buyers, as well as larger production orders of single parts. Teamspace is a cloud-based solution within the Xometry platform that enables customers to collaborate with other users on projects and custom part orders. Workcenter, our partner operating system, gives suppliers a one-stop view into all of their Xometry and non-Xometry work. A cloud-based manufacturing execution system, Workcenter brings the job board and financial services into one, easy-to-use platform which helps our suppliers digitize their operations so they can work smarter and faster. With Workcenter, shop owners can build and manage workflows for all their projects, including those from non-Xometry customers. These technology solutions help drive our land and expand efforts by embedding Xometry further into enterprise workflows. Our business benefits from a network effect, because adding buyers to our platform generates greater demand on our marketplace which in turn attracts more suppliers to the platform, allowing us to rapidly scale and increase the number of manufacturing processes offered on our platform. In order to continue to meet the needs of buyers and remain highly competitive, we expect to continue to add suppliers to our platform that have new and innovative manufacturing processes. Thus, our platform is unbounded by the in-house manufacturing capacity and processes of our current suppliers. We define “buyers” as individuals who have placed an order to purchase custom-manufactured, on-demand parts or assemblies on our marketplace. Our buyers include engineers, product designers, procurement and supply chain personnel, entrepreneurs, technicians and business owners from small businesses to Fortune 500 companies. We define “accounts” 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. We define “suppliers” as individuals or businesses who have been approved by us to either manufacture a product on our marketplace for a buyer or have utilized our services, including our financial services or the purchase of tools and materials. The majority of our revenue is derived from the sale of part(s) and assemblies to our customers on our marketplace, which we refer to as marketplace revenue. The suppliers on our platform offer a diversified and expanding mix of manufacturing processes. These manufacturing processes include computer numerical control (“CNC”) manufacturing, sheet metal forming, sheet cutting, 3D printing (including fused deposition modeling, direct metal laser sintering, PolyJet, stereolithography, selective laser sintering, binder jetting, carbon digital light synthesis, multi jet fusion and lubricant sublayer photo-curing), die casting, stamping, injection molding, urethane casting, tube cutting, tube bending, as well as finishing services, rapid prototyping and high-volume production. Xometry’s extensible technology platform allows the Company to add new technologies and processes to gain more wallet share with our buyers. We enable buyers to source these processes to meet complex and specific design and order needs across several industries, including Aerospace, Industrial, Medical Devices, Automotive, Consumer Goods, Defense, Government, Energy, Education and Robotics. 22 Table of Contents We empower suppliers to grow their manufacturing businesses and improve machine utilization by providing access to an extensive, diverse base of buyers. We also offer suppliers supporting services to meet their unique needs. The Thomasnet digital platform connects industrial buyers with over 500,000 North American suppliers. Operating at the intersection of digital marketing, industrial sourcing, and supply chain management, Thomasnet supports manufacturers, distributors, and service providers with tools and resources to enhance visibility, drive qualified leads, and streamline procurement processes. Thomasnet offers a suite of digital marketing services including SEO, content creation, data-driven advertising, analytics and insights. These solutions help industrial companies increase online visibility and drive business growth. In addition, our services include financial service products to facilitate faster payments. Macroeconomic Conditions Unfavorable conditions in the economy both in the United States and abroad may negatively affect the growth of our business and our results of operations. For example, macroeconomic events, fluctuations in inflation and interest rates, volatile market conditions, impacts from tariffs, the Russia-Ukraine war, conflict in the Middle East and other geopolitical tensions, have led to economic uncertainty globally. Historically, during periods of economic uncertainty and downturns, businesses may slow spending on information technology and manufacturing, which may impact our business and our customers’ businesses. The effect of macroeconomic conditions may not be fully reflected in our results of operations until future periods. If, however, economic uncertainty increases or the global economy worsens, our business, financial condition and results of operations may be harmed. For further discussion of the potential impacts of macroeconomic events on our business, financial condition, and operating results, see the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025. Restructuring During 2025, we initiated restructuring actions to help improve efficiency and align resources by reducing our workforce by approximately 5%. The workforce reduction focused on realigning our staffing levels to help us meet the current and future objectives of our business. For the three months ended March 31, 2025, we incurred $1.5 million for employee termination costs related to our restructuring. Refer to Note 9, Commitments and Contingencies—Restructuring for our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. Recent Developments On May 6, 2026, in connection with its entry into a Collaboration Agreement, the Company entered into a stock purchase agreement (the “Purchase Agreement”) with Siemens Beteiligungen Inland GmbH (“Siemens GmbH”), an affiliate of Siemens Industry Software Inc. (“Siemens”), pursuant to which the Company agreed to issue and sell 1,049,759 shares (the “Shares”) of the Company’s Class A common stock, par value $0.000001 per share, to Siemens GmbH for an aggregate purchase price of approximately $50,000,000 in a private placement. The number of Shares of Class A common stock to be issued and sold to Siemens GmbH pursuant to the Purchase Agreement was based on the 20-day volume-weighted average price of the Common Stock for the period ending May 5, 2026. The issuance of the Shares is expected to occur on or about May 8, 2026, subject to customary closing conditions. Key Marketplace Operational and Business Metrics In addition to the measures presented in our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q, we use the following key operational and business metrics to help us evaluate our marketplace business, measure our performance, identify trends affecting our business, formulate business plans and develop forecasts, and make strategic decisions: 23 Table of Contents Active Buyers We define Active Buyers as the number of buyers who have made at least one purchase on our marketplace during the last twelve months. An increase or decrease in the number of Active Buyers is a key indicator of our ability to attract, retain and engage buyers on our platform. Active Buyers has consistently grown over time. The number of Active Buyers on our platform reached 85,581 as of March 31, 2026, up 20% from 71,454 as of March 31, 2025. The key drivers of Active Buyer growth are continued account and buyer engagement and the success of our strategy to attract new buyers. 24 Table of Contents Percentage of Revenue from Existing Accounts We define an existing account as an account where at least one buyer has made a purchase on our marketplace. We believe the efficiency and transparency of our business model leads to increasing account stickiness and spend over time. Buyers can utilize our marketplace for both one-off and recurring manufacturing opportunities. For example, a buyer may choose to utilize our marketplace’s CNC manufacturing processes to manufacture a discrete component for a prototype, and then may choose to later use our marketplace to mass produce that same component. A buyer may also recommend our marketplace to other engineers within their organiza [Excerpt truncated for page length; source filing is linked above.] ## Latest 10-K MD&A Extracted from Item 7 to the first post-MD&A boundary after HTML sanitization. Confidence: high Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and related notes thereto included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties. Factors that could cause or contribute to such differences include those identified below and those discussed in the section titled “Risk Factors” and other sections of this Annual Report on Form 10-K. Our historical results are not necessarily indicative of the results that may be expected for any period in the future. This section of our Annual Report on Form 10-K includes a discussion regarding our financial condition and results of operations for the fiscal years ended December 31, 2025 and 2024, and year-to-year comparisons between fiscal years ended December 31, 2025 and 2024. A discussion regarding our financial condition and results of operations for the fiscal year ended December 31, 2023, and year-to-year comparisons between fiscal years ended December 31, 2024 and 2023 that are not included in this Annual Report on Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 25, 2025. Overview Xometry, Inc. (“Xometry”, the “Company”, “our”, or “we”) is an AI-native global online manufacturing marketplace with a suite of services that are rapidly digitizing the custom manufacturing industry. Xometry’s marketplace enables the design-to-production workflow by providing the AI-driven execution layer that translates design intent into intelligent sourcing decisions and production outcomes at scale. The marketplace offers transparency and traceability from the first quote to final delivery. We provide services that power the broader manufacturing lifecycle. These services include advertising and marketing services through our Thomasnet industrial sourcing platform, financial services and Workcenter, our cloud-based manufacturing execution system. These services deepen our relationships with suppliers. Together, our marketplace and services platforms provide manufacturers the critical resources they need to grow their business and make it easy for buyers to create locally resilient supply chains. Xometry operates an AI-native online marketplace that connects buyers with suppliers of manufacturing services, driving the digital transformation of one of the largest industries in the world. The platform is designed to digitize and modernize the sourcing, pricing, and execution of manufacturing work across a broad range of processes, materials and industries, enabling more efficient matching of manufacturing demand with available production capacity. We facilitate innovation by providing real-time access to global manufacturing demand and capacity. We believe these capabilities position Xometry as a preferred digital collaboration, sourcing and transaction platform for custom manufacturing, and lead to Xometry becoming an intergral part of our buyer’s supply chains. We use proprietary technology to enable product designers, engineers, buyers, and supply chain professionals to instantly access the capacity of a global network of manufacturing facilities. The Company’s marketplace makes it possible for buyers to quickly receive pricing, expected lead times, and manufacturability feedback and place orders on the marketplace. The network allows us to provide high volumes of unique parts, including custom components and assemblies for our buyers, as well as larger production orders of single parts. Teamspace is a cloud-based solution within the Xometry platform that enables customers to collaborate with other users on projects and custom part orders. Workcenter, our partner operating system, gives suppliers a one-stop view into all of their Xometry and non-Xometry work. A cloud-based manufacturing execution system, Workcenter brings the job board and financial services into one, easy-to-use platform which helps our suppliers digitize their operations so they can work smarter and faster. With Workcenter, shop owners can build and manage workflows for all their projects, including those from non-Xometry customers. These technology solutions help drive our land and expand efforts by embedding Xometry further into enterprise workflows. Our business benefits from a network effect, because adding buyers to our platform generates greater demand on our marketplace which in turn attracts more suppliers to the platform, allowing us to rapidly scale and increase the number of manufacturing processes offered on our platform. In order to continue to meet the needs of buyers and remain highly competitive, we expect to continue to add suppliers to our platform that have new and innovative manufacturing processes. Thus, our platform is unbounded by the in-house manufacturing capacity and processes of our current suppliers. We define “buyers” as individuals who have placed an order to purchase custom-manufactured, on-demand parts or assemblies on our marketplace. Our buyers include engineers, product designers, procurement and supply chain personnel, entrepreneurs, technicians and business owners from small businesses to Fortune 500 companies. We define “accounts” 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. We define “suppliers” as individuals or businesses who have been approved by us to either manufacture a product on our marketplace for a buyer or have utilized our services, including our financial services or the purchase of tools and materials. The majority of our revenue is derived from the sale of part(s) and assemblies to our customers on our marketplace, which we refer to as marketplace revenue. The suppliers on our platform offer a diversified and expanding mix of manufacturing processes. These manufacturing processes include computer numerical control (“CNC”) manufacturing, sheet metal forming, sheet cutting, 3D printing (including fused deposition modeling, direct metal laser sintering, PolyJet, stereolithography, selective laser sintering, binder jetting, 46 carbon digital light synthesis, multi jet fusion and lubricant sublayer photo-curing), die casting, stamping, injection molding, urethane casting, tube cutting, tube bending, as well as finishing services, rapid prototyping and high-volume production. Xometry’s extensible technology platform allows the Company to add new technologies and processes to gain more wallet share with our buyers. We enable buyers to source these processes to meet complex and specific design and order needs across several industries, including Aerospace, Industrial, Medical Devices, Automotive, Consumer Goods, Defense, Government, Energy, Education and Robotics. We empower suppliers to grow their manufacturing businesses and improve machine utilization by providing access to an extensive, diverse base of buyers. We also offer suppliers supporting services to meet their unique needs. The Thomasnet digital platform connects industrial buyers with over 500,000 North American suppliers. Operating at the intersection of digital marketing, industrial sourcing, and supply chain management, Thomasnet supports manufacturers, distributors, and service providers with tools and resources to enhance visibility, drive qualified leads, and streamline procurement processes. Thomasnet offers a suite of digital marketing services including SEO, content creation, data-driven advertising, analytics and insights. These solutions help industrial companies increase online visibility and drive business growth. In addition, our services include financial service products to facilitate faster payments. Factors Affecting Our Performance Continued Growth in Active Buyers We must maintain and grow our Active Buyer base and grow our wallet share with existing buyers. We define Active Buyers as the number of buyers who have made at least one purchase on our marketplace during the last twelve months. An increase or decrease in the number of Active Buyers is a key indicator of our ability to attract, retain and engage buyers on our platform. We intend to continue investing in acquiring new buyers through traditional paid sales and marketing techniques as well as leveraging our organic referral network to drive awareness and build trust. The number of Active Buyers on our platform reached 81,821 as of December 31, 2025, up 20% from 68,267 as of December 31, 2024. Once we acquire a buyer, we seek to expand the breadth and scale of the services sold to that buyer and leverage the relationship to gain additional buyers within an account through a combination of product offerings, customer relationship marketing, sales and account management. We remain focused on increasing wallet share with our existing buyers through a number of deliberate strategies. With each positive experience and the expansion of our manufacturing processes by acquiring new supplier capabilities we will continue building our buyers’ spend and opportunities on our marketplace. Continued Growth in Our Broad Base of Suppliers We must maintain and grow our broad selection of suppliers and add to our diverse array of manufacturing processes in order to continue to grow our business and maximize the efficiency of our network. We rely on our network of suppliers to provide the sophisticated manufacturing processes that we offer to our buyers. We believe the value proposition for suppliers, in particular increasing utilization of their manufacturing operations, is compelling. If we fail to attract new suppliers to our platform and retain existing suppliers, the attractiveness of our platform to buyers would decrease and we would not be able to grow our revenue. In order to increase our efficiency, we intend to continue to expand our large and growing network of suppliers. The number of active suppliers, which we define as suppliers that have used our platform at least once during the last twelve months to manufacture a product, has grown 17% year-over-year(1) to 4,996 for the year ended December 31, 2025. As we add to our supplier base, our AI-driven pricing becomes more competitive, and therefore more attractive to buyers, leading to higher revenue and improved margins. However, if we do not efficiently price the manufacturing opportunities on our marketplace, our revenue and margins could be adversely impacted. Investments in Technology and Expansion of Our Platform We have invested, and intend to continue to invest, in developing technology, tools, features, and products that provide targeted and useful solutions for our buyers and suppliers. We intend to continue to invest in our AI and machine learning technologies to continuously improve the speed and accuracy of our pricing and placement activity. We also continue to invest in our services-oriented architecture and cloud infrastructure to support scalability. Any investments we make in these areas will occur before we recognize benefits, if any, from the investments. Further, the effectiveness of these efforts may be difficult to measure. If we are unable to continue to improve our marketplace, the efficiency of our marketplace may be impaired, and our revenue and gross profit may be adversely impacted. (1) In 2025, we adjusted the number of our 2024 Active Suppliers to reflect an immaterial correction. 47 Expansion of Our International Operations In 2019, we launched Xometry in Europe, followed by Xometry Asia in 2022 and Xometry United Kingdom and Xometry Turkey in 2023. We believe there is significant opportunity in the global manufacturing ecosystem for our marketplace. With operations throughout the majority of the contiguous United States and customers in Europe and Asia, we have established footholds in major markets around the world. As we have expanded our physical presence, we have also added new language functionality to our platforms to reach a wider customer base. As of December 31, 2025, customers can access our platforms in 18 languages. We will continue to dedicate sales and marketing resources to develop our supplier networks and attract buyers to our marketplace in other regions. We may not recognize benefits from these investments, and we may not effectively manage additional risks relating to operating outside the United States, including increased operational and regulatory risks. Expansion of Our Services (previously referred to as “Supplier Services”) In 2020, we launched financial services to help our suppliers manage their cash flow. These services help suppliers manage their business more efficiently, even on jobs that they source outside of our platform. In December 2021, we acquired Thomas, which significantly expanded our services. Thomas offers a suite of digital marketing services including SEO, content creation, data-driven advertising, analytics and insights. In late 2025, Thomas launched new platform tools designed to help industrial buyers source the right suppliers, including a dynamic advertising platform and improved search technology. The new performance-based listings model allows industrial business advertisers to set budgets and only pay for potential buyers who interact with their profiles. Thomas also launched smart search, a powerful new tool that enables buyers to run complex, multi-capability searches and identify more relevant suppliers for their needs. Workcenter, our cloud-based manufacturing execution system, provides order management to our supplier community which allows shops and shop owners to digitize and automate their operations so they can focus on growing their business. In addition to being able to manage existing orders, Workcenter is designed to integrate seamlessly with the AI-driven Xometry marketplace, giving suppliers a one-stop view into all of their orders. These solutions help industrial companies increase online visibility and drive business growth. Macroeconomic Conditions Unfavorable conditions in the economy both in the United States and abroad may negatively affect the growth of our business and our results of operations. For example, macroeconomic events, fluctuations in inflation, volatile market conditions, impacts from tariffs, the Russia-Ukraine war, conflict in the Middle East and other geopolitical tensions, have led to economic uncertainty globally. Historically, during periods of economic uncertainty and downturns, businesses may slow spending on information technology and manufacturing, which may impact our business and our customers’ businesses. The effect of macroeconomic conditions may not be fully reflected in our results of operations until future periods. If, however, economic uncertainty increases or the global economy worsens, our business, financial condition and results of operations may be harmed. For further discussion of the potential impacts of macroeconomic events on our business, financial condition, and operating results, see the section titled “Risk Factors” in Part I, Item 1A of this Form 10-K. Restructuring During 2025, we initiated restructuring actions to help improve efficiency and align resources by reducing our workforce by approximately 5%. The workforce reduction focused on realigning our staffing levels to help us meet the current and future objectives of our business. For the year ended December 31, 2025, we incurred $1.3 million for employee termination costs related to our restructuring. Refer to Note 11, Debt and Commitments and Contingencies—Restructuring in Part II, Item 8 of this Form 10-K. 48 Key Operational and Business Metrics In addition to the measures presented in our consolidated financial statements included elsewhere in this Annual Report on Form 10-K, we use the following key operational and business metrics to help us evaluate our business, measure our performance, identify trends affecting our business, formulate business plans and develop forecasts, and make strategic decisions: Active Buyers We define Active Buyers as the number of buyers who have made at least one purchase on our marketplace during the last twelve months. An increase or decrease in the number of Active Buyers is a key indicator of our ability to attract, retain and engage buyers on our platform. Active Buyers has consistently grown over time. The number of Active Buyers on our platform reached 81,821 as of December 31, 2025, up 20% from 68,267 as of December 31, 2024. The key drivers of Active Buyer growth are primarily due to strong enterprise growth and efficient corporate marketing initiatives. 49 Percentage of Revenue from Existing Accounts We define an existing account as an account where at least one buyer has made a purchase on our marketplace. We believe the efficiency and transparency of our business model leads to increasing account stickiness and spend over time. Buyers can utilize our marketplace for both one-off and recurring manufacturing opportunities. For example, a buyer may choose to utilize our marketplace’s CNC manufacturing processes to manufacture a discrete component for a prototype, and then may choose to later use our marketplace to mass produce that same component. A buyer may also recommend our marketplace to other engineers within their organizations who are designing other products and who may use an entirely different set of manufacturing processes, deepening our reach and stickiness with an account. For the quarter ended December 31, 2025, 98% of our revenue was generated from existing accounts. We believe the repeat purchase activity from existing accounts reflects the underlying strength of our business and provides us with substantial revenue visibility and predictability. 50 Accounts with Last Twelve-Month Spend of At Least $50,000 Accounts with Last Twelve-Month, or LTM, Spend of At Least $50,000 means an account that has spent at least $50,000 on our marketplace in the most recent twelve-month period. We view the acquisition of an account as a foundation for the addition of long-term buyers to our marketplace. Once an account joins our platform, we aim to expand the relationship and increase engagement and spending activities from that account over time. The number of accounts with LTM Spend of at least $50,000 on our platform reached 1,760 as of December 31, 2025, up 18% from 1,495 as of December 31, 2024. 51 Non-GAAP Financial Measures Adjusted EBITDA and Non-GAAP Net Income (Loss) are non-GAAP financial measures that we use, in addition to our GAAP financial measures, to evaluate our business. We have included Adjusted EBITDA and Non-GAAP Net Income (Loss) in this filing because they are key measures used by our management to evaluate our operating performance. Accordingly, we believe that Adjusted EBITDA and Non-GAAP Net Income (Loss) provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management team and board of directors. Our calculation of Adjusted EBITDA and Non-GAAP net income (loss) may differ from similarly titled non-GAAP measures, if any, reported by our peer companies and therefore may not serve as an accurate basis of comparison among companies. Adjusted EBITDA and Non-GAAP Net Income (Loss) should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Adjusted EBITDA We define Adjusted EBITDA as net loss, adjusted for interest expense, interest and dividend income and other expenses, and certain other non-cash or non-recurring items impacting net loss from time to time, principally comprised of depreciation and amortization, amortization of lease intangible, provision (benefit) for income taxes, stock-based compensation, payroll tax expense related to stock-based compensation, charitable contribution of common stock, income from unconsolidated joint venture, impairment of assets, restructuring charges, and acquisition and other adjustments not reflective of our ongoing business, such as adjustments related to purchase accounting, the revaluation of contingent consideration, transaction costs and executive severance. Adjusted EBITDA is a performance measure that we use to assess our operating performance and the operating leverage in our business. Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA for a period by revenue for the same period. Year Ended December 31, 2025 2024 Net Loss $ (61,748 ) $ (50,403 ) Add (deduct): Interest expense, interest and dividend income and other expenses(1) 16,047 (5,273 ) Depreciation and amortization 18,750 13,012 Amortization of lease intangible 720 720 Provision (benefit) from income taxes 589 (21 ) Stock-based compensation 36,362 29,322 Payroll tax expense related to stock-based compensation 2,465 965 Acquisition and other 1,164 686 Charitable contribution of common stock 3,272 1,686 Income from unconsolidated joint venture (404 ) (452 ) Impairment of assets 49 82 Restructuring charges 1,262 — Adjusted EBITDA $ 18,528 $ (9,676 ) (1) Includes loss on debt extinguishment. For the year ended December 31, 2025, Adjusted EBITDA was $18.5 million, compared to Adjusted EBITDA loss of $(9.7) million for the same period in 2024. For the year ended December 31, 2025, Adjusted EBITDA increased to 2.7% of revenue, as compared to (1.8)% of revenue for the same period in 2024. The increase in Adjusted EBITDA was driven primarily by increased operating efficiencies as we continue to grow our revenue and margins faster than our expenses. 52 Non-GAAP Net Income (Loss) We define Non-GAAP Net Income (Loss), as net loss adjusted for depreciation and amortization, stock-based compensation, payroll tax expense related to stock-based compensation, amortization of lease intangible, amortization of deferred costs on convertible notes, loss on sale of property and equipment, charitable contribution of common stock, lease termination, impairment of assets, restructuring charges, loss on debt extinguishment and acquisition and other adjustments not reflective of our ongoing business, such as adjustments related to purchase accounting, the revaluation of contingent consideration, transaction costs and executive severance. Year Ended December 31, 2025 2024 Non-GAAP Net Income (Loss): Net loss $ (61,748 ) $ (50,403 ) Add (deduct): Depreciation and amortization 18,750 13,012 Stock-based compensation 36,362 29,322 Payroll tax expense related to stock-based compensation 2,465 965 Amortization of lease intangible 720 720 Amortization of deferred costs on convertible notes 2,098 1,859 Acquisition and other 1,164 686 Loss on sale of property and equipment — 2 Charitable contribution of common stock 3,272 1,686 Lease termination (4 ) — Impairment of assets 49 82 Restructuring charges 1,262 — Loss on debt extinguishment 16,430 — Non-GAAP Net Income (Loss) $ 20,820 $ (2,069 ) For the year ended December 31, 2025, Non-GAAP Net Income was $20.8 million, as compared to Non-GAAP Net Loss of $(2.1) million for the same period in 2024. For the year ended December 31, 2025, Non-GAAP Net Income (Loss) was 3.0% of revenue, as compared to (0.4)% of revenue for the same period in 2024. 53 Components of Results of Operations Revenue Our marketplace revenue is primarily comprised of sales of parts and assemblies to customers through our platform. Buyers purchase specialized CNC manufacturing, sheet metal manufacturing, 3D printing, injection molding, urethane casting, stamping, extrusions, tube cutting, tube bending and finishing services. Customer purchases range from rapid prototyping of single parts to high-volume production on our marketplace. These products are primarily manufactured by our network of suppliers. Services revenue includes the sale of marketing and advertising services and financial service products. Cost of Revenue Marketplace cost of revenue primarily consists of the cost to us of the products that are manufactured or produced by us or our suppliers for delivery to buyers on our platform, internal and external production costs, shipping costs and certain internal depreciation. We expect the cost of revenue to increase in absolute dollars to the extent our revenue increases and transaction volume increases. As we grow and add suppliers to our platform, we are able to improve our pricing efficiency and we expect cost of revenue to decline as a percentage of revenue over time. Services cost of revenue primarily consists of internal and external production costs and website hosting. Gross Profit Gross profit, or revenue less cost of revenue, is primarily affected by the growth of our revenue and the mix of our business between marketplace and services. Marketplace gross margin is our economic value driven by the spread between the price to the buyer and the cost to the supplier. The price to the buyer is primarily driven by AI through our instant quoting engine which utilizes machine learning and our proprietary data to make price predictions. The cost to the supplier is driven by an AI powered matching algorithm which finds the optimal supplier match in our network. Operating Expenses Our operating expenses consist of sales and marketing, operations and support, product development, general and administrative functions and impairment of assets. Sales and Marketing Sales and marketing expenses are expensed as incurred and include the costs of our digital marketing strategies, branding costs and other advertising costs, restructuring charges, certain depreciation and amortization expense, contract acquisition costs and compensation expenses, including stock-based compensation for our sales and marketing employees. We intend to continue to invest in our sales and marketing capabilities in the future to continue to increase our brand awareness, add new accounts and further penetrate existing accounts. We expect sales and marketing expense to increase in absolute dollars in the future as we grow our business but decrease over time as a percentage of revenue. Sales and marketing expenses may fluctuate from period to period based on the timing of our investments, which may vary in scope and scale over future periods. Operations and Support Operations and support expenses are the costs we incur in support of the buyers and suppliers on our platform which are provided by phone, email and chat for purposes of resolving buyer and suppliers related matters. These costs primarily consist of compensation expenses of the support staff, including stock-based compensation, restructuring charges, certain depreciation and amortization expense and software costs used in delivering buyer and suppliers services. We expect operations and support expenses to increase in absolute dollars in the future as we grow our business but decrease over time as a percentage of revenue. Operations and support expenses may fluctuate from period to period based on the timing of our investments, which may vary in scope and scale over future periods. Product Development Product development costs that are not eligible for capitalization are expensed as incurred. These costs primarily consist of compensation expenses, including stock-based compensation expenses to our employees performing these functions, restructuring charges and certain depreciation and amortization expense. We expect product development expense to increase in absolute dollars in the future as we grow our business but decrease as a percentage of revenue. Product development expenses may fluctuate from period to period based on the timing of our investments, which may vary in scope and scale over future periods. 54 General and Administrative General and administrative expenses primarily consist of compensation expenses, including stock-based compensation expenses, for executive, finance, legal and other administrative personnel, provision for bad debt, professional service fees, facilities cost, restructuring charges and certain depreciation and amortization expense. We expect general and administrative expenses to increase in absolute dollars in the future as we grow our business but decrease as a percentage of revenue. General and administrative expenses may fluctuate from period to period due to the timing of our investments, which may vary in scope and scale over future periods. Other (Expenses) Income Interest Expense Interest expense consists of interest incurred on our outstanding borrowings under our outstanding convertible notes or other borrowings. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.” Interest and Dividend Income Interest and dividend income consists of interest and dividends on our cash, cash equivalents and marketable securities. Other Expenses Other expenses consist primarily of loss on debt extinguishment, realized foreign exchange gains and/or losses, non-income based taxes and other expenses. Income from Unconsolidated Joint Venture Income from unconsolidated joint venture consists of our share of the joint venture’s income. (Provision) Benefit for Income Taxes (Provision) benefit for income taxes primarily consists of income based taxes primarily from international operations. 55 Results of Operations The following is our discussion of the consolidated results of operations for the year ended December 31, 2025 as compared to the year ended December 31, 2024. The following table sets forth our statement of operations data for the years indicated: Year Ended December 31, 2025 2024 Revenue $ 686,631 $ 545,529 Cost of revenue 417,858 329,905 Gross profit 268,773 215,624 Operating expenses:    Sales and marketing 122,749 108,437    Operations and support 72,415 58,975    Product development 46,792 39,322    General and administrative 72,284 64,957    Impairment of assets 49 82 Total operating expenses 314,289 271,773 Loss from operations (45,516 ) (56,149 ) Other (expenses) income:    Interest expense (4,907 ) (4,752 )    Interest and dividend income 8,568 10,782    Other expenses (19,708 ) (757 )    Income from unconsolidated joint venture 404 452 Total other (expenses) income (15,643 ) 5,725 Loss before income taxes (61,159 ) (50,424 )    (Provision) benefit from income taxes (589 ) 21 Net loss (61,748 ) (50,403 ) Net loss attributable to noncontrolling interest (5 ) (2 ) Net loss attributable to common stockholders $ (61,743 ) $ (50,401 ) 56 The following table sets forth our statement of operations data expressed as a percentage of total revenue for the years indicated: Year Ended December 31, 2025 2024 Revenue 100.0 % 100.0 % Cost of revenue 60.9 % 60.5 % Gross profit 39.1 % 39.5 % Operating expenses:    Sales and marketing 17.9 % 19.9 %    Operations and support 10.5 % 10.8 %    Product development 6.8 % 7.2 %    General and administrative 10.5 % 11.9 %    Impairment of assets — % — % Total operating expenses 45.7 % 49.8 % Loss from operations (6.6 )% (10.3 )% Other (expenses) income:    Interest expense (0.7 )% (0.9 )%    Interest and dividend income 1.2 % 2.0 %    Other expenses (2.9 )% (0.1 )%    Income from unconsolidated joint venture 0.1 % 0.1 % Total other (expenses) income (2.3 )% 1.1 % Loss before income taxes (8.9 )% (9.2 )%    (Provision) benefit from income taxes (0.1 )% — % Net loss (9.0 )% (9.2 )% Net loss attributable to noncontrolling interest — % — % Net loss attributable to common stockholders (9.0 )% (9.2 )% The following tables present our disaggregated revenue and cost of revenue. Revenue from our marketplace primarily reflects the sales of parts and assemblies on our platform. Revenue from services primarily includes the sale of advertising and to a lesser extent financial service products and SaaS products. Revenue and cost of revenue is presented in the following tables for the years ended December 31, 2025 and 2024 (in thousands): Year Ended December 31, 2025 2024 Marketplace Revenue $ 629,642 $ 485,946 Cost of revenue 411,337 323,365 Gross Profit $ 218,305 $ 162,581 Gross Margin 34.7 % 33.5 % Services Revenue $ 56,989 $ 59,583 Cost of revenue 6,521 6,540 Gross Profit $ 50,468 $ 53,043 Gross Margin 88.6 % 89.0 % 57 Comparison of the Years Ended December 31, 2025 and 2024 Revenue Total revenue increased $141.1 million, or 26%, from $545.5 million for the year ended December 31, 2024 to $686.6 million for the year ended December 31, 2025. This growth was a result of an increase in marketplace revenue, partially offset by a decrease in services revenue. Marketplace revenue increased $143.7 million, or 30%, from $485.9 million for the year ended December 31, 2024 to $629.6 million for the year ended December 31, 2025. The increase in marketplace revenue was primarily due to increased buyer activity on the platform, particularly with respect to enterprise customers, for the year ended December 31, 2025, as compared to the prior year period. Services revenue decreased $2.6 million, or 4%, from $59.6 million for the year ended December 31, 2024 to $57.0 million for the year ended December 31, 2025. The decrease in revenue was primarily due to reductions in Thomas advertising and marketing services and, to a lesser extent, reductions in Thomas non-core services, partly offset by growth in financial services. Total revenue for the year ended December 31, 2025 and 2024 was $573.8 million and $456.7 million, respectively, for the U.S. reportable segment, and $112.9 million and $88.8 million, respectively, for the International reportable segment. Cost of Revenue Total cost of revenue increased $88.0 million, or 27%, from $329.9 million for the year ended December 31, 2024 to $417.9 million for the year ended December 31, 2025. This increase was primarily the result of an increase in marketplace cost of revenue. Total cost of revenue from marketplace and services for the year ended December 31, 2025 was $411.3 million and $6.5 million, respectively, as compared to $323.4 million and $6.5 million, respectively, for the year ended December 31, 2024. Marketplace cost of revenue was driven by increased payments to suppliers on our platform due to order growth and increased activity on our marketplace. Total cost of revenue for the year ended December 31, 2025 and 2024 was $347.7 million and $274.8 million, respectively for the U.S. reportable segment, and $70.2 million and $55.1 million, respectively, for the International reportable segment. Gross Profit and Margin Gross profit increased $53.1 million, or 25%, from $215.6 million for the year ended December 31, 2024 to $268.8 million for the year ended December 31, 2025. The increase in gross profit was primarily due to increases in revenue from marketplace and improved marketplace gross margins as compared to the prior year period. Total gross margin was 39.1% for the year ended December 31, 2025, as compared to 39.5% for the year ended December 31, 2024. The decrease was primarily driven by faster growth and associated mix shift to marketplace revenue which has a lower gross margin than services. Gross margin for marketplace was 34.7% for the year ended December 31, 2025, as compared to 33.5% for the year ended December 31, 2024. The improvement over the prior year period was due largely to our AI-driven platform and expanding supplier network, which optimizes pricing to buyers and suppliers. Gross margin for our services was 88.6% for the year ended December 31, 2025, as compared to 89.0% for the year ended December 31, 2024. Operating Expenses Sales and Marketing Sales and marketing expense increased $14.3 million, or 13%, from $108.4 million for the year ended December 31, 2024 to $122.7 million for the year ended December 31, 2025, primarily due to increases in employee compensation costs, including stock-based compensation and benefit costs, and consulting expenses. As a percent of total revenue, sales and marketing expenses decreased to 17.9% for the year ended December 31, 2025 from 19.9% for the year ended December 31, 2024. Advertising expense increased 1.8%, from $35.1 million for the year ended December 31, 2024 to $35.8 million for the year ended December 31, 2025 due to increased services and marketplace advertising. 58 Operations and Support Operations and support expense increased $13.4 million, or 23%, from $59.0 million for the year ended December 31, 2024 to $72.4 million for the year ended December 31, 2025, primarily due to the hiring of additional operations and support employees and their compensation costs, including stock-based compensation, an increase in consulting costs and severance costs related to restructuring. As a percent of total revenue, operations and support expenses decreased to 10.5% for the year ended December 31, 2025 from 10.8% for the year ended December 31, 2024. Product Development Product development expense increased $7.5 million, or 19%, from $39.3 million for the year ended December 31, 2024 to $46.8 million for the year ended December 31, 2025, primarily as a result of increases in amortization expense related to capitalized internal-use software development costs, increases in software costs, stock-based compensation, consulting costs and severance costs related to restructuring. These increases were offset by employee compensation costs that were capitalized to internal-use software development. As a percent of total revenue, product development expenses decreased to 6.8% for the year ended December 31, 2025 from 7.2% for the year ended December 31, 2024. General and Administrative General and administrative expense increased $7.3 million, or 11%, from $65.0 million for the year ended December 31, 2024 to $72.3 million for the year ended December 31, 2025. The increase was primarily driven by an increase in reserves for bad debt, the costs of charitable contributions of Class A common stock, compensation costs including stock-based compensation, consulting costs and severance costs. These increases were offset by reductions in professional fees. As a percent of total revenue, general and administrative expenses decreased to 10.5% for the year ended December 31, 2025 from 11.9% for the year ended December 31, 2024. Other (Expenses) Income Interest expense Interest expense increased $0.2 million, or 3%, from $4.8 million for the year ended December 31, 2024 to $4.9 million for the year ended December 31, 2025. Interest and dividend income Interest and dividend income decreased by $2.2 million, or 21%, from $10.8 million for the year ended December 31, 2024 to $8.6 million for the year ended December 31, 2025. The decrease was primarily due to lower investment in the money market account as we fund ongoing operations. Other expenses Other expenses increased $18.9 million, from $0.8 million for the year ended December 31, 2024 to $19.7 million for the year ended December 31, 2025. The increase was primarily attributable to a $16.4 million loss on debt extinguishment recognized in connection with the partial repurchase of 2027 Notes, and to a lesser extent to the increases in foreign exchange losses and non-income based taxes. (Provision) benefit for income taxes (Provision) benefit for income taxes changed by $(0.6) million, from less than $0.1 million for the year ended December 31, 2024 to $(0.6) million for the year ended December 31, 2025. The change was primarily driven by foreign income based taxes. Additional Segment Considerations Segment Adjusted EBITDA from our U.S. reportable segment for the years ended December 31, 2025 and 2024 was $31.0 million and $0.2 million, respectively. Segment Adjusted EBITDA from our International reportable segment for the years ended December 31, 2025 and 2024 was $(12.5) million and $(9.8) million, respectively. 59 Liquidity and Capital Resources Overview We have financed our operations primarily through sales of our equity securities and borrowings under our convertible notes. As of December 31, 2025, our principal sources of liquidity were cash and cash equivalents and marketable securities totaling $219.1 million. We believe our existing cash and cash equivalents and marketable securities will be sufficient to support our working capital and capital expenditure requirements for at least the next twelve months. We believe we will meet our longer-term expected future cash requirements primarily from a combination of cash flow from operating activities and available cash and cash equivalents and marketable securities. We may also engage in future equity or debt financings to secure additional funds. Our future capital requirements will depend on many factors, including our revenue growth rate, receivable and payable cycles, the timing and extent of investments in product development, sales and marketing, operations and support and general and administrative expenses. Our capital expenditures consist primarily of internal-use software costs, manufacturing equipment, computers and peripheral equipment, furniture and fixtures and leasehold improvements and patents. Convertible Notes due 2030 In June 2025, we issued $250.0 million aggregate principal amount of 2030 Notes pursuant to an indenture dated June 12, 2025, including the exercise in full of the initial purchasers’ option to purchase up to an additional $25.0 million principal amount of the 2030 Notes. The 2030 Notes were sold in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The net proceeds from the issuance of the 2030 Notes were $241.4 million, net of debt issuance costs. The debt issuance costs are amortized to interest expense using the effective interest rate method. The 2030 Notes are general unsecured obligations and bear regular interest at 0.75% per annum, payable semiannually in arrears on June 15 and December 15 of each year, beginning on December 15, 2025. The 2030 Notes will mature on June 15, 2030 unless earlier repurchased, redeemed, or converted in accordance with their terms prior to such date. The 2030 Notes are convertible into cash, shares of our Class A common stock, or a combination of cash and shares of our Class A common stock, at our election, at an initial conversion rate of 21.2495 shares of Class A common stock per $1,000 principal amount of 2030 Notes, which is equivalent to an initial conversion price of approximately $47.06 per share of our Class A common stock. The conversion rate is subject to customary adjustments for certain events as described in the indenture governing the 2030 Notes. In addition, following certain corporate events that occur prior to the maturity date of the 2030 Notes or if we deliver a notice of redemption in respect of the 2030 Notes, we will, under certain circumstances, increase the conversion rate of the 2030 Notes for a holder who elects to convert its 2030 Notes in connection with such a corporate event or convert its 2030 Notes called (or deemed called) for redemption in connection with such notice of redemption, as the case may be. We may redeem for cash all or any portion of the 2030 Notes, at our option, on or after June 20, 2028 if the last reported sale price of our Class A common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption, at a redemption price equal to 100% of the principal amount of the 2030 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. Holders of the 2030 Notes may convert all or a portion of their 2030 Notes at their option prior to the close of business on the business day immediately preceding March 15, 2030, in multiples of $1,000 principal amounts, only under the following circumstances: • during any calendar quarter commencing after the calendar quarter ending on September 30, 2025 (and only during such calendar quarter), if the last reported sale price of our Class A common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the preceding calendar quarter is greater than or equal to 130% of the applicable conversion price of the 2030 Notes on each such trading day; • during the five business day period after any ten consecutive trading day period in which the trading price per $1,000 principal amount of the 2030 Notes for each day of such ten consecutive trading day period was less than 98% of the product of the last reported sale price of our Class A common stock and the applicable conversion rate of the 2030 Notes; • on a notice of redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date, in which case we may be required to increase the conversion rate for the 2030 Notes so surrendered for conversion in connection with such redemption notice; or • on the occurrence of specified corporate events. On or after March 15, 2030, the 2030 Notes are convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. 60 In the event of a fundamental change (as defined in the indenture governing the 2030 Notes), subject to certain conditions and limited exceptions, holders of the 2030 Notes may require us to repurchase for cash all or a portion of the 2030 Notes at a price equal to 100% of the principal amount of the 2030 Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. We accounted for the issuance of the 2030 Notes as a single liability measured at its amortized cost, as no embedded features require bifurcation and recognition as derivatives. Convertible Notes due 2027 In February 2022, we issued $287.5 million aggregate principal amount of 2027 Notes pursuant to an indenture dated February 4, 2022. The 2027 Notes were issued in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The net proceeds from the issuance of the 2027 Notes were $278.2 million, net of debt issuance costs. The debt issuance costs are amortized to interest expense using the effective interest rate method. The 2027 Notes are unsecured obligations and bear regular interest at 1% per annum, payable on February 1 and August 1 of each year. The 2027 Notes will mature on February 1, 2027 unless repurchased, redeemed, or converted in accordance with their terms prior to such date. The 2027 Notes are convertible into cash, shares of our Class A common stock, or a combination of cash and shares of our Class A common stock, at our election, at an initial conversion rate of 17.8213 shares of Class A common stock per $1,000 principal amount of 2027 Notes, which is equivalent to an initial conversion price of approximately $56.11 per share of our Class A common stock. The conversion rate is subject to customary adjustments for certain events as described in the indenture governing the 2027 Notes. In addition, following certain corporate events that occur prior to the maturity date of the 2027 Notes or if we deliver a notice of redemption in respect of the 2027 Notes, we will, under certain circumstances, increase the conversion rate of the 2027 Notes for a holder who elects to convert its 2027 Notes in connection with such a corporate event or convert its 2027 Notes called (or deemed called) for redemption in connection with such notice of redemption, as the case may be. We may redeem for cash all or any portion of the 2027 Notes, at our option, on or after February 5, 2025 if the last reported sale price of our Class A common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption, at a redemption price equal to 100% of the principal amount of the 2027 Notes to be redeemed, plus accrued and unpaid interest or additional interest, if any. Holders of the 2027 Notes may convert all or a portion of their 2027 Notes at their option prior to November 1, 2026, in multiples of $1,000 principal amounts, only under the following circumstances: • if the last reported sale price of our Class A common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the preceding calendar quarter is greater than or equal to 130% of the applicable conversion price of the 2027 Notes on each such trading day; • during the five-business day period after any ten consecutive trading day period in which the trading price per $1,000 principal amount of the 2027 Notes for each day of that ten consecutive trading day period was less than 98% of the product of the last reported sale price of our Class A common stock and the applicable conversion rate of the 2027 Notes; • on a notice of redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, in which case we may be required to increase the conversion rate for the 2027 Notes so surrendered for conversion in connection with such redemption notice; or • on the occurrence of specified corporate events. On or after November 1, 2026, the 2027 Notes are convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. In the event of a fundamental change (as defined in the indenture governing the 2027 Notes), subject to certain conditions and limited exceptions, holders of the 2027 Notes may require us to repurchase all or a portion of the 2027 Notes at a price equal to 100% of the principal amount of 2027 Notes, plus accrued and unpaid interest. We accounted for the issuance of the 2027 Notes as a single liability measured at its amortized cost, as no other embedded features require bifurcation and recognition as derivatives. 61 Partial Repurchase of 2027 Notes We used a portion of the net proceeds from the issuance of the 2030 Notes to repurchase approximately $201.7 million in aggregate principal amount of outstanding 2027 Notes. The total cash paid in connection with this repurchase was approximately $216.7 million, which included approximately $0.7 million to pay the accrued interest through the settlement date and an approximate $14.3 million premium. The repurchase resulted in a $16.4 million loss on debt extinguishment, which included the write-off of $2.1 million of deferred costs related to the 2027 Notes. The loss on debt extinguishment was recorded within other expenses in the Consolidated Statements of Operations and Comprehensive Loss. Following this partial repurchase, approximately $85.8 million aggregate principal amount of the 2027 Notes remain outstanding on our Consolidated Balance Sheet. The original terms and conditions continue to apply to the remaining notes, and the unamortized debt discount and issuance costs related to these notes will continue to be deferred and accreted. Capped Call Transactions In connection with the issuance of the 2030 Notes, we entered into capped call transactions (the “Capped Calls”) with respect to our Class A common shares with certain financial institutions. The Capped Calls are expected to reduce the potential dilution to our Class A common stock upon any conversion of the 2030 Notes and/or offset any cash payments we are required to make in excess of the principal amount of the converted 2030 Notes, as the case may be, with such reduction and/or offset subject to a cap based on a cap price initially equal to $63.35 per share and which is subject to certain adjustments under the terms of the Capped Calls. We used approximately $17.5 million of the net proceeds from the 2030 Notes to pay the cost of the Capped Calls. These instruments are classified as equity and recorded as a reduction of additional paid-in capital in the Consolidated Statements of Changes in Stockholders’ Equity. The Capped Call are not accounted for as derivatives and will not be remeasured; they will remain in stockholders’ equity until expiration or settlement. Purchase of Treasury Stock In conjunction with the issuance of the 2030 Notes, we purchased 220,994 shares of our Class A common stock in privately negotiated transactions at an average price of $36.20 per share on June 9, 2025. The $8.1 million of treasury stock repurchase costs was funded using a portion of the proceeds of the 2030 Notes and was recorded as a reduction to stockholders’ equity in the Consolidated Statements of Changes in Stockholders’ Equity. Material Cash Requirements Our material cash requirements as of December 31, 2025 include contractual obligations consisting of the following: • $335.8 million in aggregate principal amount of indebtedness for our convertible notes due on February 1, 2027 and June 15, 2030. • $14.4 million in total minimum lease payments remaining, of which $3.0 million is due in the succeeding twelve months. Cash Flows Year Ended December 31, 2025 2024 (in thousands) Net cash provided by (used in) operating activities $ 6,086 $ (15,384 ) Net cash used in investing activities $ (16,636 ) $ (20,179 ) Net cash provided by financing activities $ 2,890 $ 4,639 Operating Activities For the year ended December 31, 2025, net cash provided by operating activities was $6.1 million, primarily due to a net loss of $(61.7) million adjusted for non-cash charges of $81.4 million and a net $(13.6) million adjustment from changes in operating assets and liabilities. The non-cash adjustments primarily relate to stock-based compensation of $36.4 million, depreciation and amortization of $18.8 million, loss on debt extinguishment of $16.4 million and a $4.6 million reduction to our right of use lease assets. The net decrease in operating assets and liabilities is primarily driven by changes in accounts receivable of $21.8 million resulting from our continued growth, a reduction in lease liabilities of $6.9 million, and a reduction of prepaid expenses of $2.3 million, offset by changes in accounts payable and accrued cost of revenue of $9.2 million due to the timing of payments to vendors and suppliers, other accrued expenses of $7.4 million and contract liabilities of $2.2 million. 62 For the year ended December 31, 2024, net cash used in operating activities was $15.4 million, primarily due to a net loss of $(50.4) million adjusted for non-cash charges of $50.5 million and a net $(15.5) million adjustment from changes in operating assets and liabilities. The non-cash adjustments primarily relate to stock-based compensation of $29.3 million, depreciation and amortization of $13.0 million and a $4.5 million reduction to our right of use lease assets. The net decrease in operating assets and liabilities is primarily driven by changes in accounts payable and accrued cost of revenue of $8.7 million due to the timing of payments to vendors and suppliers, accounts receivable of $5.7 million resulting from our continued growth and a reduction in lease liabilities of $6.9 million, offset by changes in other assets of $4.2 million primarily due to a decrease in deferred commissions and other accrued expenses of $2.7 million. Investing Activities Cash used in investing activities was $16.6 million during the year ended December 31, 2025, primarily due to the purchase of property and equipment (which includes the internal-use software development costs) of $30.2 million and the purchase of marketable securities of $8.5 million offset by the sale of marketable securities of $22.0 million. Cash used in investing activities was $20.2 million during the year ended December 31, 2024, primarily due to the purchase of marketable securities of $18.8 million and the purchase of property and equipment (which includes internal-use software development costs) of $18.1 million, offset by the proceeds from the sale of marketable securities of $16.5 million. Financing Activities Cash provided by financing activities was $2.9 million during the year ended December 31, 2025, primarily resulting from $250.0 million in net proceeds from the issuance of the 2030 Notes (net of issuance costs) and approximately $3.1 million from the exercise of stock options largely offset by outflows of $216.0 million to repurchase a portion of the 2027 Notes, the purchase capped calls related to the 2030 Notes of $17.5 million, costs incurred in connection with issuance of the 2030 Notes of $8.7 million and $8.1 million to purchase treasury stock. Cash provided by financing activities was $4.6 million during the year ended December 31, 2024, primarily resulting from $5.1 million of proceeds from the exercise of stock options offset by the payment of contingent considerations related to acquisitions in 2021. Critical Accounting Estimates Our discussion and analysis of financial condition and results of operations are based upon our financial statements included elsewhere in this Annual Report on Form 10-K. The preparation of our financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. We base our estimates on past experience and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis. Actual results may differ from those estimates. Our critical accounting estimates are those that materially affect our financial statements and involve difficult, subjective or complex judgments by management. A thorough understanding of these critical accounting estimates is essential when reviewing our financial statements. We believe that the critical accounting estimates listed below are the most difficult management decisions as they involve the use of significant estimates and assumptions as described above. Historically, our assumptions, judgments and estimates relative to our critical accounting estimates have not differed materially from actual results. Valuation of Goodwill and Intangible Assets Goodwill has indefinite useful life and is not amortized. Goodwill is tested for impairment at least annually on the first day of the fourth quarter, or more frequently if impairment indicators are present. Intangible assets with finite lives are amortized over their estimated useful lives and tested for impairment if indicators are present. Goodwill Our annual impairment assessment of goodwill is generally performed using a qualitative approach to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Performance of the qualitative impairment assessment requires judgment in identifying and considering the significance of relevant events and circumstances including external factors such as macroeconomic and industry conditions and the legal and regulatory environment, as well as entity-specific factors such as market capitalization, actual and planned financial performance, that could impact the fair value of our reporting units. If the results of the annual qualitative assessment conclude that it is not more likely than not that the fair value of a reporting unit exceeds its carrying value, or if interim indicators of impairment are identified, a quantitative impairment test is performed. As permitted in the accounting standards, the Company has the unconditional option to bypass the qualitative assessment for any reporting unit and proceed directly to performing the quantitative assessment. 63 A quantitative impairment test involves comparing the fair value of a reporting unit with its carrying value. If the fair value is less than the carrying value, an impairment loss is recorded for an amount equal to the excess of the carrying value over the fair value. For goodwill, the impairment loss is limited to the amount of the respective reporting unit’s allocated goodwill. Determination of the fair value of a reporting unit is subjective in nature and involves the use of significant estimates and assumptions including consideration of external factors such as macroeconomic and industry conditions and the legal and regulatory environment, as well as entity-specific factors such as actual and planned financial performance. These estimates and assumptions could have a significant impact on whether an impairment charge is recognized and the amount of any such charge. Estimates of fair value are primarily determined using discounted cash flows and recent transactions. These approaches use significant estimates and assumptions, including projected future cash flows, growth rates, margins, discount rates, working capital requirements and capital expenditures. It is possible that our conclusions regarding impairment of goodwill could change in future periods if, for example, our businesses do not perform as projected or overall economic conditions in future periods vary from current assumptions. During the year ended December 31, 2025, the Company performed its qualitative assessment and determined that it was more likely than not that the fair value of our reporting units exceeded their carrying values. Intangible assets Most of our identifiable intangible assets were recognized as part of business combinations we executed in prior years. Our identifiable intangible assets are considered definite life intangible assets and are primarily comprised of customer and vendor relationships, database, developed technology, trade names, and patents. Definite life intangible assets are amortized using the straight-line method over their estimated period of useful life. Our determination of the fair value of the intangible assets acquired involves the use of significant estimates and assumptions. Refer to our “Business Combinations” disclosure below. We believe that the fair value assigned to the assets acquired and liabilities assumed are based on reasonable assumptions and estimates that a market participant would use. Should current conditions differ from management’s estimates at the time of the acquisition, including changes in future revenue, growth rates and margins, or changes in market factors outside of our control, such as discount rates, could result in a material write-downs of our intangible assets, which would adversely affect our operating results. We monitor events and changes in circumstances that could indicate carrying amounts of intangible assets may not be recoverable. We review the carrying amounts of our intangible assets for potential impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment indicators may include any significant changes in the manner of our use of the assets or the strategy of our overall business, certain restructuring initiatives, significant negative industry or economic trends and significant decline in our share price for a sustained period. When such events or changes in circumstances occur, we compare the carrying amounts of the asset or asset groups with their respective estimated undiscounted future cash flows. If the asset or assets group are determined to be impaired, an impairment charge is recorded in the amount by which the carrying amount of the asset or assets group exceed their fair value. Recent Accounting Pronouncements For information on recently issued accounting pronouncements, see Note 2 to our Consolidated Financial Statements under Part II, Item 8 of this Annual Report on Form 10-K.