Xometry Inc-A美股招股说明书(2026-06-02版)

Xometry, Inc. ClassA Common Stock We are offering 2,647,059 shares of our ClassA common stock. Our ClassA common stock is traded on the Nasdaq Global Select Market under the symbol “XMTR.” On May29, 2026, the last reported saleprice of our ClassA common stock on the Nasdaq Global Select Market was $95.29 per share. The final public offering price will be determined throughnegotiation between us and the lead underwriters in the offering and the recent market price used throughout this prospectus supplement may not beindicative of the actual offering price. PershareTotalPublic offering price$85.00$225,000,015Underwriting discounts and commissions(1)$3.40$9,000,001Proceeds to Xometry, Inc., before expenses$81.60$216,000,014 (1)See “Underwriting” for a description of the compensation payable to the underwriters. We have granted the underwriters an option to purchase up to an additional 397,058 shares of ClassA common stock from us at the public offeringprice, less underwriting discounts and commissions, within 30 days from the date of this prospectus supplement. See “Underwriting” for moreinformation. Investing in our ClassA common stock involves a high degree of risk. See “Risk Factors” beginning on page S-4 ofthis prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is acriminal offense. The underwriters expect to deliver the shares to purchasers on or about June3, 2026. Joint Book-Running Managers J.P. Morgan Goldman Sachs& Co. LLC Book-Running Managers WilliamBlair Cantor Co-Manager TABLE OF CONTENTS Prospectus Supplement About This Prospectus SupplementProspectus Supplement SummaryThe OfferingRisk FactorsSpecial Note Regarding Forward-Looking StatementsUse of ProceedsDilutionMaterial U.S. Federal Income Tax Consequences to Non-U.S. HoldersUnderwritingLegal MattersExpertsWhere You Can Find More InformationIncorporation of Certain Information by Reference TABLE OF CONTENTS Prospectus About This ProspectusProspectus SummaryRisk FactorsSpecial Note Regarding Forward-Looking StatementsUse of ProceedsDescription of Capital StockDescription of Debt SecuritiesDescription of WarrantsLegal Ownership of SecuritiesSelling SecurityholdersPlan of DistributionLegal MattersExpertsWhere You Can Find More InformationIncorporation of Certain Information By Reference ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering of ClassA common stockand also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectussupplement and the accompanying prospectus. The second part, the accompanying prospectus, including the documents incorporated by referencetherein, provides more general information, some of which may not apply to this offering. To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information containedin the accompanying prospectus or in any document incorporated by reference that was filed with the Securities and Exchange Commission, or the SEC,before the date of this prospectus supplement, on the other hand, you should rely on the information in this prospectus supplement. If any statement inone of these documents is inconsistent with a statement in another document having a later date-for example, a document incorporated by reference inthe accompanying prospectus-the statement in the document having the later date modifies or supersedes the earlier statement. Neither we nor the underwriters have authorized anyone to provide any information other than that contained or incorporated by reference in thisprospectus supplement, the accompanying prospectus or in any free writing prospectus that we have authorized for use in connection with this offering.We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you.The information contained in this prospectus supplement, the accompanying prospectus, any free writing prospectus that we have authorized for use inconnection with this offering, including the documents incorporated by reference herein or therein, is accurate only as of the respective dates thereof,regardless of the time of delivery of this prospectus supplement and the accompanying prospectus or of any sale of our ClassA common stock. It isimportant for you to read and consider all information contained in this prospectus supplement, the accompanying prospectus and any free writingprospectus that we have authorized for use in connection with this offering, including the documents incorporated by reference herein and therein,