Xometry, Inc. Stock Compensation Disclosure
(8) Stock-Based Compensation
In 2014, the Company adopted a stock compensation plan (the “2014 Equity Incentive Plan”) pursuant to which the Company may grant stock options, stock purchase rights, restricted stock awards, or stock awards to employees, directors and consultants (including prospective employees, directors, and consultants). This plan was terminated in February 2016 and no additional awards were granted. As of December 31, 2025, there were no outstanding awards under the 2014 Equity Incentive Plan.
In 2016, the Company adopted a stock compensation plan (the “2016 Equity Incentive Plan”) pursuant to which the Company may grant stock options, stock purchase rights, restricted stock awards, or stock awards to employees, directors and consultants (including
prospective employees, directors, and consultants). No additional awards may be granted under the 2016 Equity Incentive Plan, however, outstanding awards continue in full effect in accordance with their existing terms.
In July 2021, the Company’s board of directors adopted the 2021 Equity Incentive Plan (the “2021 Equity Incentive Plan”). The 2021 Equity Incentive Plan provides for the grant of incentive stock options (“ISOs”), non-statutory stock options, stock appreciation rights, restricted stock awards, RSU awards, performance-based awards and other awards, or collectively, awards. Awards may be granted to Xometry employees, Xometry’s non-employee directors and consultants/contractors and the employees and consultants/contractors of Xometry affiliates. ISOs may be granted only to Xometry employees and the employees of Xometry affiliates.
As of December 31, 2025, there were 7,300,649 shares available for the Company to grant under the 2021 Equity Incentive Plan.
Stock Options
No stock options were granted during the years ended December 31, 2025 and 2024. The fair value of the stock option grant for the year ended December 31, 2023 was estimated on the date of the grant using the Black-Scholes option pricing model with the following assumptions and fair value per share:
|
|
Year Ended December 31, |
|
|
|
|
2023 |
|
|
Valuation assumptions: |
|
|
|
|
Expected dividend yield |
|
|
— |
% |
Expected volatility |
|
|
81 |
% |
Expected term (years) |
|
|
6.3 |
|
Risk-free interest rate |
|
|
3.8 |
% |
Fair value of share |
|
$ |
15.97 |
|
A summary of the status of the Company’s stock option activity and the changes during the years then ended are as follows (in millions, except share, per share amounts and contractual term):
|
|
Number of |
|
|
Weighted |
|
|
Average |
|
|
Aggregate |
|
||||
Balance at December 31, 2022 |
|
|
2,841,419 |
|
|
$ |
11.33 |
|
|
|
7.7 |
|
|
$ |
61.4 |
|
Granted |
|
|
474,237 |
|
|
$ |
15.97 |
|
|
|
— |
|
|
|
— |
|
Exercised |
|
|
(264,445 |
) |
|
$ |
7.04 |
|
|
|
— |
|
|
|
— |
|
Forfeited |
|
|
(152,418 |
) |
|
$ |
18.20 |
|
|
|
— |
|
|
|
— |
|
Expired |
|
|
(17,585 |
) |
|
$ |
28.50 |
|
|
|
— |
|
|
|
— |
|
Balance at December 31, 2023 |
|
|
2,881,208 |
|
|
$ |
12.02 |
|
|
|
7.0 |
|
|
$ |
69.6 |
|
Exercisable at December 31, 2023 |
|
|
1,859,740 |
|
|
$ |
8.78 |
|
|
|
6.4 |
|
|
$ |
50.7 |
|
Balance at December 31, 2023 |
|
|
2,881,208 |
|
|
$ |
12.02 |
|
|
|
7.0 |
|
|
$ |
69.6 |
|
Exercised |
|
|
(689,928 |
) |
|
$ |
7.38 |
|
|
|
— |
|
|
|
— |
|
Forfeited |
|
|
(201,941 |
) |
|
$ |
22.99 |
|
|
|
— |
|
|
|
— |
|
Expired |
|
|
(82,856 |
) |
|
$ |
35.87 |
|
|
|
— |
|
|
|
— |
|
Balance at December 31, 2024 |
|
|
1,906,483 |
|
|
$ |
11.51 |
|
|
|
6.0 |
|
|
$ |
59.4 |
|
Exercisable at December 31, 2024 |
|
|
1,640,638 |
|
|
$ |
10.12 |
|
|
|
5.7 |
|
|
$ |
53.4 |
|
Balance at December 31, 2024 |
|
|
1,906,483 |
|
|
$ |
11.51 |
|
|
|
6.0 |
|
|
$ |
59.4 |
|
Exercised |
|
|
(367,088 |
) |
|
$ |
8.42 |
|
|
|
— |
|
|
$ |
11.9 |
|
Forfeited |
|
|
(35,679 |
) |
|
$ |
19.17 |
|
|
|
— |
|
|
|
— |
|
Expired |
|
|
(24,490 |
) |
|
$ |
29.25 |
|
|
|
— |
|
|
|
— |
|
Balance at December 31, 2025 |
|
|
1,479,226 |
|
|
$ |
11.79 |
|
|
|
4.7 |
|
|
$ |
70.5 |
|
Exercisable at December 31, 2025 |
|
|
1,388,764 |
|
|
$ |
11.38 |
|
|
|
4.6 |
|
|
$ |
66.8 |
|
The weighted average grant date fair value of options granted during the year ended December 31, 2023 was $11.55.
The total intrinsic value of options exercised during the years ended December 31, 2025, 2024 and 2023 was $11.9 million, $10.1 million and $3.9 million, respectively.
At December 31, 2025, there was $0.9 million of total unrecognized compensation cost related to unvested stock options granted under the 2021 and 2016 Equity Incentive Plans. That cost is expected to be recognized over a weighted average period of approximately one year as of December 31, 2025.
The Company currently uses authorized and unissued shares to satisfy share award exercises.
RSUs
A summary of the status of the Company’s RSU activity and the changes during the years then ended are as follows (in millions, except share and per share amounts):
|
|
Number of |
|
|
Weighted |
|
|
Aggregate |
|
|||
Unvested RSUs as of December 31, 2022 |
|
|
875,902 |
|
|
$ |
44.37 |
|
|
$ |
28.2 |
|
Granted |
|
|
1,563,404 |
|
|
$ |
16.57 |
|
|
|
— |
|
Vested |
|
|
(340,595 |
) |
|
$ |
42.18 |
|
|
|
— |
|
Forfeited and cancelled |
|
|
(328,837 |
) |
|
$ |
32.19 |
|
|
|
— |
|
Unvested RSUs as of December 31, 2023 |
|
|
1,769,874 |
|
|
$ |
22.50 |
|
|
$ |
63.6 |
|
Granted |
|
|
2,133,242 |
|
|
$ |
18.39 |
|
|
|
— |
|
Vested |
|
|
(755,825 |
) |
|
$ |
22.65 |
|
|
|
— |
|
Forfeited and cancelled |
|
|
(616,933 |
) |
|
$ |
21.84 |
|
|
|
— |
|
Unvested RSUs as of December 31, 2024 |
|
|
2,530,358 |
|
|
$ |
19.15 |
|
|
$ |
107.9 |
|
Granted |
|
|
2,137,134 |
|
|
$ |
30.10 |
|
|
|
— |
|
Vested |
|
|
(1,207,233 |
) |
|
$ |
20.96 |
|
|
|
— |
|
Forfeited and cancelled |
|
|
(547,582 |
) |
|
$ |
21.51 |
|
|
|
— |
|
Unvested RSUs as of December 31, 2025 |
|
|
2,912,677 |
|
|
$ |
25.99 |
|
|
$ |
173.2 |
|
At December 31, 2025, there was approximately $60.6 million of total unrecognized compensation cost related to unvested RSUs granted under the 2021 Equity Incentive Plan. That cost is expected to be recognized over a weighted average period of approximately three years as of December 31, 2025.
PRSUs
A summary of the status of the Company’s PRSU activity and the changes during the years then ended are as follows (in millions, except share and per share amounts):
|
|
Number of |
|
|
Weighted |
|
|
Aggregate |
|
|||
Unvested PRSUs as of December 31, 2023 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Granted |
|
|
336,118 |
|
|
$ |
17.35 |
|
|
|
— |
|
Vested |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Forfeited and cancelled |
|
|
(63,603 |
) |
|
$ |
17.48 |
|
|
|
— |
|
Unvested PRSUs as of December 31, 2024 |
|
|
272,515 |
|
|
$ |
17.32 |
|
|
$ |
11.6 |
|
Granted |
|
|
336,094 |
|
|
$ |
23.14 |
|
|
|
— |
|
Vested |
|
|
(91,527 |
) |
|
$ |
17.32 |
|
|
|
— |
|
Forfeited and cancelled |
|
|
(48,367 |
) |
|
$ |
20.26 |
|
|
|
— |
|
Unvested PRSUs as of December 31, 2025 |
|
|
468,715 |
|
|
$ |
21.19 |
|
|
$ |
27.9 |
|
At December 31, 2025, there was approximately $8.5 million of total unrecognized compensation cost related to unvested PRSUs granted under the 2021 Equity Incentive Plan. That cost is expected to be recognized over a weighted average period of approximately two years as of December 31, 2025.
Total stock-based compensation cost for the years ended December 31, 2025, 2024 and 2023 were as follows (in thousands):
|
|
Year Ended December 31, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Sales and marketing |
|
$ |
10,278 |
|
|
$ |
8,028 |
|
|
$ |
4,909 |
|
Operations and support |
|
|
12,316 |
|
|
|
9,280 |
|
|
|
7,719 |
|
Product development |
|
|
8,307 |
|
|
|
6,583 |
|
|
|
5,345 |
|
General and administrative |
|
|
5,461 |
|
|
|
5,431 |
|
|
|
4,145 |
|
Total stock compensation expense |
|
$ |
36,362 |
|
|
$ |
29,322 |
|
|
$ |
22,118 |
|
During 2024, the Company modified certain RSU awards to accelerate the vesting dates for 517 grantees. As a result of this acceleration, the Company recognized additional stock-based compensation expense of $0.7 million during 2024.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 24, 2026 | Showing above |
| 2024 | Feb 25, 2025 | |
| 2023 | Feb 29, 2024 | |
| 2022 | Mar 16, 2023 | |
| 2021 | Mar 18, 2022 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.