{"url_path":"/sec/xmtr/8-k/2026-05-21/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-21","source_url":"https://www.sec.gov/Archives/edgar/data/1657573/0001193125-26-234396-index.html","accession_number":"0001193125-26-234396","cik":"0001657573","ticker":"XMTR","issuer_name":"Xometry, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1657573/0001193125-26-234396-index.html","primary_entity_key":"0001657573","primary_entity_name":"Xometry, Inc."},"word_count":575,"has_tables":true,"body_markdown":"Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\n \n\nOn May 20, 2026 (the “Effective Date”), the Board of Directors (the “Board”) of Xometry, Inc. (the “Company”) appointed Lukas Biewald to serve as a member of the Board effective as of the Effective Date. Mr. Biewald will serve as a Class I director whose term will expire at the Company’s 2028 annual meeting of stockholders. The Board also appointed Mr. Biewald as a member of the Nominating and Corporate Governance Committee, effective as of the Effective Date.\n\n \n\nAs a non-employee director of the Company, Mr. Biewald will participate in the Company’s non-employee director compensation program. Pursuant to this program, Mr. Biewald will receive (i) an initial equity award (the “Initial RSU Award”) of restricted stock units (“RSUs”) pursuant to the Company’s 2021 Equity Incentive Plan (the “Plan”), in an amount equal to a grant date value of $380,000 based on the average closing price of the Company’s common stock during the twenty trading days prior to the grant date, and (ii) an annual equity award (the “Annual RSU Award”) of RSUs pursuant to the Plan, in an amount equal to a grant date value of $116,375, representing the standard annual award of RSUs with a grant date value of $190,000 prorated for 7.35 months of Mr. Biewald’s service for the remainder of the year ending December 31, 2026, based on the average closing price of the Company’s common stock during the twenty trading days prior to the grant date. The Initial RSU Award will vest in three equal annual installments on the first, second and third anniversaries of the grant date, subject to Mr. Biewald’s continued service with the Company through each such vesting date. The Annual RSU Award will vest on January 1, 2027, subject to Mr. Biewald’s continued service with the Company through such vesting date. Mr. Biewald will also be eligible each year to receive an equity award of RSUs pursuant to the Plan, in an amount equal to a grant date value of $190,000 or such amount as determined by the Board. In addition, Mr. Biewald will be paid an annual cash retainer of $50,000 for his service as a member of the Board, plus an additional annual cash retainer of $5,000 for his service as a member of the Nominating and Corporate Governance Committee, which amounts for 2026 will be prorated for the remainder of the year ending December 31, 2026 (Mr. Biewald can elect to receive these retainer amounts as restricted stock units). Mr. Biewald will be eligible for additional amounts for service on any additional committee(s) to which he may be appointed in the future.\n\n \n\nIn connection with Mr. Biewald’s appointment to the Board, the Company and Mr. Biewald will enter into the Company’s standard form of indemnification agreement (the “Indemnification Agreement”). The Indemnification Agreement requires the Company to indemnify Mr. Biewald, to the fullest extent permitted by Delaware law, for certain liabilities to which he may become subject as a result of his affiliation with the Company.\n\nThere are no arrangements or understandings between Mr. Biewald and any other person pursuant to which he was selected as a director, and Mr. Biewald does not have a material interest in any transaction that is required to be disclosed by Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)."}