XMTR 10-K & 10-Q changes, risk factors and insider trading

We have grown rapidly over the last several years, but our recent revenue growth rate and financial performance should not be considered indicative of our future performance. During the years ended December 31, 2025, 2024, 2023, and 2022,2023, our revenue was $545.5$686.6 million, $463.4$545.5 million and $380.9$463.4 million, respectively. We have in the past and may in the future experience declines in our revenue growth rate as a result of a number of factors, including slowing demand for our platform, insufficient growth in the number of buyers and suppliers who transact on our marketplace, increasing competition, a decrease in the growth of our overall market, our failure to continue to capitalize on growth opportunities, failure to realize anticipated revenue growth from our supplier services and the maturation of our business, among others. You should not rely on our revenue or key operational and business metrics for any previous quarterly or annual period as any indication of our revenue, revenue growth, key business metrics, or key operational and business metrics growth in future periods. In particular, our revenue growth rate has fluctuated in prior periods. We expect our revenue growth rate to continue to fluctuate over the short term and decline in the long term. We also expect to continue to make investments in the development and expansion of our business, which may not result in increased revenue or growth. If our revenue growth rate declines, investors’ perceptions of our business and the trading price of our Class A common stock could be adversely affected.

uncertainties regarding the effect of general economic, business and market conditions, including inflationary pressures, general economic downturn or recession, market volatility, changes in interest ratesrates, the impact of trade policies including the implementation of tariffs and changes in monetary policy;

Our business may be affected by changes in buyer requirements and preferences, including as a result of decreased consumer demand for products, supplier manufacturing processes, availability of manufacturing materials and machinery, rapid technological change, and the emergence of new standards and practices, including advances in AI, generative AI and emerging autonomous or “agentic” AI systems, any of which could render our marketplace less attractive, uneconomical or obsolete. To the extent that our buyers’ demand for manufacturing decreases significantly for any reason, including because of shifting consumer preferences, it would likely have a material adverse effect on our business, financial condition, and results of operations and harm our competitive position. In addition, computer-aided design simulation and other technologies may reduce the demand for physical parts. Therefore, we believe that to remain competitive, we must continually expend resources to enhance and improve our technology and ability to provide buyers with traditional and emerging manufacturing processes. We may also be required to invest significant resources to develop, acquire or integrate AI-driven and agentic technologies, and there can be no assurance that such investments will be successful, cost-effective or result in increased demand for our offerings.

In particular, weWe plan to expand the network of suppliers transacting on our marketplace to increase the number of suppliers available to fulfill orders, ensure production quality, expand upon the manufacturing processes, techniques and materials available to buyers, and continue to develop industry playbooks to offer increasingly customized solutions and serve additional industries over time. We believe successful execution of this part of our business plan is critical for our ability to grow our business and differentiate ourselves from our competition, and there are no guarantees we will be able to do so in a timely fashion, or at all. There are no guarantees that the resources devoted to executing on this aspect of our business plan will improve our business and operating results or result in increased demand for our offerings. Failures in this area could adversely impact our operating results and harm our reputation and brand. Even if we are successful in executing in these areas, our industry is subject to rapid and significant technological change, and our competitors may develop new technologies, processes and capabilities that are superior to ours.

Any failure to properly meet the needs of buyers and suppliers or respond to changes in our industry on a cost-effective and timely basis, or at all, including advances in AI and agentic AI technologies that could reduce the relevance of our platform, would likely have a material adverse effect on our business, financial condition, and results of operations and harm our competitive position.

Our business model involves our agreeing to pricing with a buyer in advance of sourcing the opportunity to a seller.supplier. We are at risk that the price a buyer pays us may be less than the cost we ultimately pay a supplier.

We and the third parties with whom we work are subject to a variety of evolving threats, including but not limited to social-engineering attacks (including through deep fakes, which may be increasingly more difficult to identify as fake, and phishing attacks), malicious code (such as viruses and worms), malware (including as a result of advanced persistent threat intrusions), denial-of-service attacks, credential stuffing attacks, credential harvesting, personnel misconduct or error, ransomware attacks, supply-chain attacks, software bugs, server malfunctions, software or hardware failures, loss of data or other information technology assets, adware, telecommunications failures, earthquakes, fires, floods, attacks enhanced or facilitated by AI, Internet of Things attacks, operational technology attacks, and other similar threats. In particular, severe ransomware attacks are becoming increasingly prevalent (particularly for companies engaged in critical manufacturing). Such attacks could lead to significant interruptions in our operations, loss of sensitive information, loss of revenue, reputational harm, and diversion of funds. Extortion payments may alleviate the negative impact of a ransomware attack, but we may be unwilling or unable to make such payments due to, for example, applicable laws or regulations prohibiting such payments. Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and often are not foreseeable or recognized until launched against a target, we and our third-party partners and service providers may be unable to anticipate these techniques or implement adequate preventative measures. Further, we may need to expend significant resources to protect against, and to address issues created by, security breaches and other incidents.

We employ a shared responsibility model where our customers are responsible for using, configuring and implementing security measures related to our platform, services and products in a manner that meets applicable cybersecurity standards, complies with laws, and addresses their information security risk. As part of this shared responsibility security model, we make certain security features available to our customers that can be implemented at our customers’ discretion, or identify security areas or measures for which our customers are responsible. For example, we support Multi-Factor Authentication (“MFA”) for users of the Xometry platform, but it is the customer'scustomer’s responsibility to enable it. In certain cases where our customers choose not to implement, or incorrectly implement, those features or measures, misuse our services, or otherwise experience their own vulnerabilities, policy violations, credential exposure or security incidents, even if we are not the cause of a resulting customer security issue or incident, our customer relationships reputation, and revenue may in the future may be adversely impacted.

In addition to experiencing a security incident, third parties may gather, collect, or infer sensitive information about us from public sources, data brokers, or other means that reveals competitively sensitive details about our organization and could be used to undermine our competitive advantage or market position. Additionally, sensitive information of the Company or our customers could be leaked, disclosed, or revealed as a result of or in connection with our employees',employees’, personnel’s, or vendors'vendors’ use of generative AI technologies. Any sensitive information that we input into a third-party generative AI and machine learning (“ML” together with AI, “AI/ML”) platform could be leaked or disclosed to others, including if sensitive information is used to train the third parties’ AI/ML model. Additionally, where an AI/ML model ingests personal data and makes connections using such data, those technologies may reveal other personal or sensitive information generated by the model. Moreover, AI/ML models may create flawed, incomplete, or inaccurate outputs, some of which may appear correct. This may happen if the inputs that the model relied on were inaccurate, incomplete or flawed (including if a bad actor “poisons” the AI/ML with bad inputs or logic), or if the logic of the AI/ML is flawed (a so-called “hallucination”). We may use AI/ML outputs to make certain decisions. Due to these potential inaccuracies or flaws, the model could be biased and could lead us to make decisions that could bias certain individuals (or classes of individuals), and adversely impact their rights, employment, and ability to obtain certain pricing, products, services, or benefits including exposure to reputational and competitive harm, customer loss, and legal liability.

Most paymentsPayments by our buyers arecan be made by credit card or debit card or through third-party payment services, which subjects us to certain regulations and to the risk of fraud. We may in the future offer new payment options to buyers who may be subject to additional regulations and risks. We also receive payments in the form of bank checks, Fed wires or ACH. As a result, we are also subject to a number of other laws and regulations relating to the payments we accept from our buyers, including with respect to money laundering, money transfers, privacy, and information security. If we fail to, or are alleged to fail to, comply with applicable rules and regulations, we may be subject to claims and litigation, regulatory investigations and proceedings, civil or criminal penalties, fines and/or higher transaction fees and may lose the ability to accept online payments or other payment card transactions, which could make our platform less convenient and attractive to users. We also rely on data provided by Stripe for financial statement reporting, and there could be inaccuracies and other errors in such data. If any of these events were to occur, our business, financial condition, and results of operations could be materially adversely affected.

The manufacturing market is localized and highly fragmented and we compete for both buyers and suppliers. We compete for buyers with a wide variety of manufacturers. We compete for customers with vertically integrated service bureaus, traditional brokers, the service bureau divisions of the additive original equipment manufacturing companies, independent machine shops and 3D printing service bureaus and digital manufacturing service companies. We compete for suppliers with brokers and listing services, as well as companies that sell software and services to suppliers, enabling them to sell from their own website or otherwise run their business independently of our platform. Some of our existing and potential competitors are researching, designing, developing and marketing new manufacturing technologies and capabilities that may compete with or provide alternatives to our platform or our marketplace. We also expect that future competition may arise from the development of technologies that are not encompassed by our patents, from the issuance of patents to other companies that may inhibit our ability to develop our capabilities and from improvements to existing technologies. Furthermore, our competitors may attempt to adopt and improve upon key aspects of our business model, such as development of technology that automates much of the manual labor conventionally required to quote and manufacture parts, implementation of interactive web-based and automated user interface and quoting systems and/or building scalable operating models specifically designed for efficient production. We may, from time to time, establish alliances or relationships with other competitors or potential competitors, and our competitors may also be suppliers transacting on our marketplace. To the extent companies terminate such relationships and establish alliances and relationships with our competitors, our business could be harmed.

Geopolitical instability outsiderelating ofto the U.S.Ukraine-Russia mayconflict adversely impact the U.S. and global economies.

The global economy, including credit and financial markets, has experienced volatility and disruptions, including diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, fluctuations in inflation rates and interest rates and uncertainty about economic stability. For example, the conflict between Russia and Ukraine and the conflict in the Middle East have created volatility in the global capital markets and is expected to have further global economic consequences, including disruptions of the global supply chain and energy markets. In addition, rising inflationinflation, changes in trade policies including the implementation of tariffs and other macroeconomic pressures in the United States and the global economy could exacerbate volatility in the global capital markets and heighten unstable market conditions. Any such volatility and disruptions may have adverse consequences on us or the third parties on whom we rely. If the equity and credit markets continue to deteriorate, including as a result of political unrest, war or a global or domestic recession or the fear thereof, it may make any necessary debt or equity financing more difficult to obtain in a timely manner or on favorable terms, more costly or more dilutive. Increased inflation rates can adversely affect us by increasing our costs, including labor and employee benefit costs. In addition, higher inflation also could increase our customers’ operating costs, which could result in reduced marketing budgets for our customers and potentially less demand for our platform. Any significant increases in inflation and related increase in interest rates could have a material adverse effect on our business, results of operations and financial condition.

Changes in U.S. and international trade policies and uncertainty in the tariff regime could adversely impact our business, results of operations and financial condition.

Recent judicial and executive actions relating to U.S. tariffs have created a dynamic and unpredictable trade landscape, which may adversely impact our business. Current or future tariffs or other restrictive trade measures may significantly raise the cost of raw materials, components or finished goods. We derive the majority of our revenue from the sale of parts and assemblies to our customers on our marketplace. Our business is therefore dependent upon the availability and price of raw materials, tools and components for assembly in various countries around the world. To the extent that significant tariffs, sanctions or similar restrictions are placed on certain goods imported into the United States or tariffs and similar measures, including retaliatory measures, are imposed by foreign governments, we could also face significant challenges in maintaining our cost-effectiveness, and we and our network of suppliers may be required to raise prices, thereby making our marketplace less attractive to buyers. As our AI technology leverages its knowledge of buyer needs and preferences to provide competitive pricing and matching, an increase in our prices could result in the loss of customers and a decrease in buyer engagement on the platform. To the extent suppliers increase their costs and we are unable to sufficiently pass such price increases on to our customers, or if the level of demand for the products and services we offer decreases as a result of any price increases, we may not be able to achieve or maintain profitability.profitability Furthermore,or otherwise maintain our historical margins. Our suppliers, and we as a result, may experience supply chain disruptions as a result of increased costs and uncertainty, including risks to the impositionlong-term viability of such tariffssuppliers, which may impact our ability to meet customer demand or sanctionscause couldreputational significantlyharm reduceif globalwe are unable to deliver parts and assemblies on expected timelines or if any price increases are poorly received by customers. In addition, many of our customers operate businesses that may be impacted by trade andpolicies, makewhich itmay lessresult attractivein fordecreased demand on our internationalmarketplace suppliersor extended sales cycles as customers assess the impact of evolving trade policies on their operations and face increased costs or decreased revenue due to engage with U.S. businesses, further limiting our sourcing optionstariffs and increasingtrade our dependency on domestic suppliers.restrictions. As a result of the foregoing factors, our business, financial condition and results of operations could be materially and adversely affected.

We expect that there will continue to be new laws, regulations and industry standards concerning privacy, data protection and information security proposed and enacted in various jurisdictions. For example, the EU’s General Data Protection Regulation (”“EU GDPR”), the United Kingdom’s GDPR (“UK GDPR”) (collectively, EU and UK GDPR, “GDPR”), Canada’s Personal Information Protection and Electronic Documents Act, United Kingdom's Data Protection Act 2018, India's Digital Personal Data Protection Act, 2023 and China’s Personal Information Protection Law impose strict requirements for processing personal data. The GDPR created new compliance obligations applicable to our business and users, including obligations and restrictions concerning the consent and rights of individuals to whom the personal data relates, security breach notifications and the security and confidentiality of personal data. Under the GDPR, companies may face temporary or definitive bans on data processing and other corrective actions; significant financial penalties for noncompliance (including possible fines of up to €20 million under the EU GDPR, 17.5 million pounds sterling under the UK GDPR, or, in each case, 4% of global annual turnover for the preceding financial year for the most serious violations (whichever is greater), as well as the right to compensation for financial or non-financial damages claimed by any individuals. If our efforts to comply with GDPR are not successful, or are perceived to be unsuccessful, it could adversely affect our business. We also target customers in Asia and have operations in China and may be subject to new and emerging data privacy regimes in Asia, including China’s Personal Information Protection Law.

Our employees and personnel use generative AI technologies to perform their work, and the disclosure and use of personal information in generative AI technologies is subject to various privacy laws and other privacy obligations. Governments have passed and are likely to pass additional laws regulating generative AI. Our use of this technology could result in additional compliance costs, regulatory investigations and actions, and consumer lawsuits. If we are unable to use generative AI, it could make our business less efficient and result in competitive disadvantages. We also use AI and machine learning (“/ML”) technologies in our platform services (collectively, “AI/ML” technologies).services. The development and use of AI/ML present various privacy and security risks that may impact our business. AI/ML are subject to privacy and data security laws, as well as increasing regulation and scrutiny. Several jurisdictions around the globe, including Europe and certain U.S. states, have proposed or enacted laws governing AI/ML, such as the EU’s Artificial Intelligence Act. We expect other jurisdictions will adopt similar laws. Additionally, in the United Kingdom, the government has published a White Paper calling for existing regulators to implement certain specific principles to guide and inform the responsible development and use of AI/ML. Moreover, certain privacy laws extend rights to consumers (such as the right to delete certain personal data) and regulate automated decision making, which may be incompatible with our use of AI/ML. These obligations may make it harder for us to conduct our business using AI/ML, lead to regulatory fines or penalties, require us to change our business practices, retrain our AI/ML, or prevent or limit our use of AI/ML. For example, the FTC has required other companies to turn over (or disgorge) valuable insights or trainings generated through the use of AI/ML where they allege the company has violated privacy and consumer protection laws. If we cannot use AI/ML or that use is restricted, our business may be less efficient, or we may be at a competitive disadvantage.

In the ordinary course of business, we transfer personal data from Europe and other jurisdictions to the U.SU.S. or other countries. Europe and other jurisdictions have enacted laws requiring data to be localized or limiting the transfer of personal data to other countries. In particular, the European Economic Area (“EEA”) and the United Kingdom (“UK”) have significantly restricted the transfer of personal data to the U.S. and other countries whose privacy laws it generally believes are inadequate. Other jurisdictions may adopt similarly stringent interpretations of their data localization and cross-border data transfer laws. Although there are currently various mechanisms that may be used to transfer personal data from the EEA and UK to the United States in compliance with law, such as the EEA standard contractual clauses, the UK’s International Data Transfer Agreement/Addendum, and the EU-U.S. Data Privacy Framework (which allows for transfers for relevant U.S.-based organizations who self-certify compliance and participate in the Framework), these mechanisms are subject to legal challenges, and there is no assurance that we can satisfy or rely on these measures to lawfully transfer personal data to the United States. If there is no lawful manner for us to transfer personal data from the EEA, the UK or other jurisdictions to the United States, or if the requirements for a legally-compliant transfer are too onerous, we could face significant adverse consequences, including the interruption or degradation of our operations, the need to relocate part of or all of our business or data processing activities to other jurisdictions (such as Europe) at significant expense, increased exposure to regulatory actions, substantial fines and penalties, the inability to transfer data and work with partners, vendors and other third parties, and injunctions against our processing or transferring of personal data necessary to operate our business. Some European regulators have ordered certain companies to suspend or permanently cease certain transfers out of Europe for allegedly violating the GDPR’s cross-border data transfer limitations. Additionally, companies that transfer personal data out of the EEA and UK to other jurisdictions, particularly to the U.S., are subject to increased scrutiny from regulators, individual litigants, and activist groups.

Additionally, under various privacy laws and other obligations, we may be required to obtain certain consents to process personal data. For example, some of our data processing practices have and may in the future be challenged under wiretapping laws, if we obtain consumer information from third parties through various methods, including chatbot and session replay providers, cookies or via third-party marketing pixels. These practices may be subject to increased challenges by class action plaintiffs. Our inability or failure to obtain consent for these practices could result in adverse consequences, including class action litigation and mass arbitration demands.

realactual or perceived manufacturing or quality control inadequacies;

perception of our treatment of buyers and suppliers and our response to buyer or sellersupplier sentiment related to political or social causes or actions of management; or any of the foregoing with respect to our competitors, to the extent such resulting negative perception affects the public’s perception of us or our industry as a whole.

Recent financial, political and other events may increase the level of regulatory scrutiny on larger companies, technology companies in general and, in particular, companies engaged in dealings with independent contractors or payments. Regulatory agencies may enact new laws or promulgate new regulations that are adverse to our business, or they may view matters or interpret laws and regulations differently than they have in the past or in a manner adverse to our business. Such regulatory scrutiny or action may create different or conflicting obligations on us from one jurisdiction to another. In the past, we have received letters from certain jurisdictions indicating that we are required to pay taxes based on having certain minimum contacts in such jurisdictions. We may become subject to taxation in additional jurisdictions in the future.

Additionally, our intellectual property rights and other confidential business information are subject to risks of compromise or unauthorized disclosure if our security measures or those of our third-party service providers are unable to prevent cyber-attacks. Significant impairments of our intellectual property rights, and limitations on our ability to assert our intellectual property rights against others, could have a material and adverse effect on our business.

We believe our success has depended, and our future success depends, in part on the efforts and talents of our senior management, including Randolph Altschuler, our Co-Founder and Chief Executive Officer.management. There can be no assurance that the services of any employee will continue to be available to us in the future.

To maintain and grow our business, we will need to continue to identify, attract, hire, develop, motivate, and retain highly skilled employees. This requires significant time, expense, and attention. In addition, from time to time, there may be changes in our management team that may be disruptive to our business. If our management team fails to work together effectively and to execute our plans and strategies on a timely basis, our business could be harmed. Competition for highly skilled personnel in our business sector is intense, particularly in the Washington D.C. metropolitan area where our headquarters is located. We may need to invest significant amounts of cash and equity to attract and retain new employees, and we may never realize returns on these investments. Additionally, potential changes in U.S. immigration policy may make it difficult to renew or obtain visas for any highly skilled foreign personnel that we have hired or are actively recruiting. Furthermore, our international expansion and our business in general may be materially adversely affected if legislative or administrative changes to applicable immigration or visa laws and regulations impair our hiring processes or projects involving personnel who are not citizens of the country where the work is to be performed. If we cannot add and retain employees effectively, our ability to achieve our strategic objectives will be adversely affected, and our business and growth prospects may be harmed.

As of December 31, 2024,2025, we have net operating loss (“NOL”) carryforwards for U.S. federal income tax purposes, and similar state amounts, of approximately $250.8$291.3 million available to reduce future income subject to income taxes before limitations. Of the total loss carryforward available, approximately $57.2$44.4 million of net operating losses were attributable to the acquisition of Thomas.Thomas Publishing Company and its subsidiaries (collectively, “Thomas”). U.S. federal net operating losses incurred in taxable years beginning after December 31, 2017 may be carried forward indefinitely, but the deductibility of such net operating losses in a taxable year is limited to 80% of taxable income. Under Section 382 and Section 383 of the Internal Revenue Code of 1986, as amended, or the Code, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change NOLs and other tax attributes, including R&D tax credits, to offset its post-change income may be limited. In general, an “ownership change” will occur if there is a 50% change, by value, in our ownership over a three-year period. Similar rules may apply under state tax laws. Similar rules may apply under state tax laws.

Our ability to make scheduled payments of the principal of, to pay interest on, or to refinance our indebtedness, including the $287.5$85.8 million aggregate outstanding principal amount of 1.00% Convertible Senior Notes due 2027 (the “2027 Notes”) and the $250.0 million aggregate outstanding principal amount of 0.75% Convertible Senior Notes due 2030 (the "2030 Notes" and, together with the 2027 Notes, the "Convertible Notes") that we issued in February 2022,2022 and June 2025, respectively, depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control. If the assumptions underlying our cash flow guidance are incorrect, our business may not continue to generate cash flow from operations in the future sufficient to service our debt, including the 2027Convertible Notes, and make necessary capital expenditures. If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt or issuing additional equity, equity-linked or debt instruments on terms that may be onerous or highly dilutive. Our ability to refinance our indebtedness will depend on the capital markets and our financial condition at such time. If we are unable to engage in any of these activities or engage in these activities on desirable terms, we may be unable to meet our debt obligations, including the 2027Convertible Notes, which would materially and adversely impact our business, financial condition and operating results.

Conversion of the 2027Convertible Notes may dilute the ownership interest of our stockholders to the extent we elect to satisfy our conversion obligation by delivering shares of our Class A common stock. It may also otherwise depress the price of our Class A common stock.

The conversion of some or all of the 2027Convertible Notes may dilute the ownership interests of our stockholders to the extent we elect to settle our conversion obligation in shares of our Class A common stock or a combination of cash and shares of our Class A common stock. Any sales in the public market of our Class A common stock issuable upon such conversion could also adversely affect prevailing market prices of our Class A common stock. In addition, the existence of the 2027Convertible Notes may encourage short selling by market participants because the conversion of the 2027Convertible Notes could be used to satisfy short positions, or anticipated conversion of the 2027Convertible Notes into shares of our Class A common stock could depress the price of our Class A common stock.

Certain provisions in the indenture governing the 2027Convertible Notes may delay or prevent an otherwise beneficial takeover attempt of us.

Certain provisions in the indenture governing the 2027Convertible Notes may make it more difficult or expensive for a third party to acquire us. For example, the indenture governing the 2027Convertible Notes will require us, except as described in the indenture, to repurchase the notes for cash upon the occurrence of a "“fundamental change"” (as defined in the applicable indenture) and, in certain circumstances, to increase the respective conversion rate for a holder that converts its 2027Convertible Notes in connection with a "“make-whole fundamental change"” (as defined in the applicable indenture). A takeover of us may trigger the requirement that we repurchase the 2027Convertible Notes and/or increase the applicable conversion rate, which could make it costlier for a potential acquirer to engage in such takeover. Such additional costs may have the effect of delaying or preventing a takeover of us that would otherwise be beneficial to investors.

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 platformmarketplace makes it possible for buyers to quickly receive pricing, expected lead times, and manufacturability feedback and place orders on the Company’s platform.marketplace. The network allows the Companyus to provide high volumes of unique parts, including custom components and assemblies for itsour buyers.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 virtuous 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 supplier 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'sXometry’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 products and services to meet their unique needs. The Thomasnet product sourcing and supplier discoverydigital platform providesconnects accessindustrial tobuyers in-depthwith profiles ofover 500,000 North American suppliers. Thomas’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 advertisingdigital marketing services providesincluding suppliersSEO, withcontent tailoredcreation, marketingdata-driven campaignsadvertising, toanalytics maximizeand theirinsights. These solutions help industrial companies increase online visibility and enhancedrive engagementbusiness with potential buyers. Thomas’ in-house digital marketing agency, Thomas Marketing Services, offers a range of essential digital marketing services, including search engine optimization (“SEO”), to generate leads and boost the awareness and reach of suppliers.growth. In addition, our supplier services include financial service products to facilitate faster payments and a cloud-based manufacturing execution system (“Workcenter”) to help suppliers optimize their productivity.payments.

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 28%17% fromyear-over-year(1) 3,429to 4,996 for the year ended December 31, 2023 to 4,375 for the year ended December 31, 2024.2025. 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 platform,marketplace, our revenue and margins could be adversely impacted.

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 in order 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 platform,marketplace, the efficiency of our platformmarketplace may be impaired, and our revenue and gross profit may be adversely impacted.

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 Publishing Company and its subsidiaries (collectively, “Thomas”),Thomas, which significantly expanded our supplierservices. servicesThomas tooffers includea suite of digital advertising, marketing services including SEO, content creation, data-driven advertising, analytics and datainsights. solutionsIn 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 ourpotential suppliers.buyers Ourwho suiteinteract ofwith marketingtheir profiles. Thomas also launched smart search, a powerful new tool that enables buyers to run complex, multi-capability searches and dataidentify servicesmore provided by Thomas helprelevant suppliers grow and more efficiently runfor their business.needs. WeWorkcenter, offer suppliers a full slate of marketing services, including website building, SEO and targeted advertising to buyers, which are resources that will help them further grow their business. In November 2021, we acquired Fusiform, Inc. (d/b/a FactoryFour), aour cloud-based manufacturing execution system.system, We provide thisprovides order management system 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.

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.Factors” in Part I, Item 1A of this Form 10-K.

RestructuringsRestructuring

InDuring May 2023 and December 2022,2025, we initiated restructuring actions to help manageimprove ourefficiency operatingand expensesalign resources by reducing our workforce by approximately 10% in the aggregate.5%. The workforce reduction focused on realigning our staffing levels to help us meet the current and future objectives of our business. For the yearsyear ended December 31, 2023 and 2022,2025, we incurred $0.7$1.3 million and $1.5 million, respectively for employee termination costs related to our restructuring. Refer to Note 11, Debt and Commitments and Contingencies—Restructuring toin Part II, Item 8 of our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

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, up 23% from 55,325 as of December 31, 2023.2024. The key drivers of Active Buyer growth are continuedprimarily accountdue to strong enterprise growth and buyerefficient engagementcorporate andmarketing the success of our strategy to attract new buyers.initiatives.

We define Adjusted EBITDA as net loss, adjusted for interest expense, interest and dividend income and other expenses, benefit for income taxes, 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, lease abandonment, charitable contributionscontribution of common stock, income from an unconsolidated joint venture, impairment of assets, restructuring charges, costs to exit the tools and materials business 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.

For the year ended December 31, 2024,2025, Adjusted EBITDA loss was $(9.7)$18.5 million, compared to Adjusted EBITDA loss of $(27.59.7) million for the same period in 2023.2024. For the year ended December 31, 2024,2025, Adjusted EBITDA decreasedincreased to (1.8)%2.7% of revenue, as compared to (5.91.8)% of revenue for the same period in 2023,2024. The increase in Adjusted EBITDA was driven primarily by increased operating efficiencies as we continue to scalegrow our business.revenue and margins faster than our expenses.

Non-GAAP Net Income (Loss)

We define Non-GAAP netNet loss,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 contributionscontribution of common stock, lease termination, impairment of assets, lease abandonment and termination, restructuring charges, costsloss toon exitdebt the tools and materials businessextinguishment 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.

For the year ended December 31, 2024,2025, Non-GAAP netNet lossIncome was $(2.1)$20.8 million, as compared to Non-GAAP netNet lossLoss of $(19.42.1) million for the same period in 2023.2024. For the year ended December 31, 2024,2025, Non-GAAP netNet lossIncome (Loss) was (0.4)%3.0% of revenue, as compared to (4.20.4)% of revenue for the same period in 2023.2024.

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.

Supplier servicesServices revenue includes the sale of marketing and advertising services,services and to a lesser extent financial service products, SaaS-based solutions and the sale of tools and materials, which was discontinued during the second quarter of 2023.products.

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,efficiency and we expect cost of revenue to decline as a percentage of revenue over time.

CostServices cost of revenue for supplier services primarily consists of internal and external production costs and website hosting.

Our operating expenses consist of sales and marketing, operations and support, product development anddevelopment, general and administrative functions.functions and impairment of assets.

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,compensation tofor 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,business thoughbut indecrease theover near-termtime salesas a percentage of revenue. Sales and marketing expenses may fluctuate from period-to-periodperiod to period based on the timing of our investmentsinvestments, in our sales and marketing functions as these investmentswhich may vary in scope and scale over future periods.

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 supplier-relatedsuppliers 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 expenseexpenses to increase in absolute dollars in the future,future thoughas inwe thegrow near-termour operationsbusiness but decrease over time as a percentage of revenue. Operations and support expenses may fluctuate from period-to-periodperiod to period based on total revenue levels and the timing of our investmentsinvestments, in our operations and support functions as these investmentswhich may vary in scope and scale over future periods.

Product development costs that are not eligible for capitalization are expensed as incurred. ThisThese accountcosts alsoprimarily includesconsist of compensation expenses, including stock-based compensation expenses to our employees performing routinethese improvementsfunctions, andrestructuring maintenance on our platforms not related to a specific capitalizable project, software costscharges and certain depreciation and amortization expense. We expect product development expense to increase in absolute dollars in the future,future thoughas inwe thegrow near-termour productbusiness but decrease as a percentage of revenue. Product development expenses may fluctuate from period-to-periodperiod to period based on total revenue levels and the timing of our investmentsinvestments, in our product development functions as these investmentswhich may vary in scope and scale over future periods.

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 feesfees, 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 Income (Expenses) Income

Other expenses consist primarily of loss on debt extinguishment, realized foreign exchange gains and/or losses, realized and/or unrealized losses on marketable securities, non-income based taxes, losses on the extinguishments of debttaxes and other expenses.

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 supplier services primarily includes the sale of advertising and to a lesser extent financial service products, SaaS products and toolsSaaS and materials.products.

Total revenue increased $82.1$141.1 million, or 18%,26%, from $463.4 million for the year ended December 31, 2023 to $545.5 million for the year ended December 31, 2024.2024 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 supplier services revenue. Marketplace revenue increased $91.2$143.7 million, or 23%,30%, from $394.8 million for the year ended December 31, 2023 to $485.9 million for the year ended December 31, 2024.2024 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 platformplatform, particularly with respect to enterprise customers, for the year ended December 31, 2024,2025, as compared to the prior year period.

Supplier servicesServices revenue decreased $9.1$2.6 million, or 13%,4%, from $68.7 million for the year ended December 31, 2023 to $59.6 million for the year ended December 31, 2024.2024 to $57.0 million for the year ended December 31, 2025. The decrease in revenue was primarily due to our exit from the tools and materials business in the U.S. during the second quarter of 2023, a decrease in Thomas non-core services and to a lesser extent a decreasereductions in Thomas advertising and marketing service.services and, to a lesser extent, reductions in Thomas non-core services, partly offset by growth in financial services.

Total cost of revenue increased $44.8$88.0 million, or 16%,27%, from $285.1 million for the year ended December 31, 2023 to $329.9 million for the year ended December 31, 2024.2024 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 offset by a decrease in supplier services costs of revenue. Total cost of revenue from marketplace and supplier services for the year ended December 31, 20242025 was $323.4$411.3 million and $6.5 million, respectively, as compared to $273.3$323.4 million and $11.9$6.5 million, respectively, for the year ended December 31, 2023.2024.

Marketplace cost of revenue was driven by increased activitypayments andto growthsuppliers on our marketplaceplatform whichdue droveto order growth and increased costsactivity fromon our suppliers.marketplace.

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, as compared to 30.8% for the year ended December 31, 2023.2024. The improvement over the prior year period was due largely to our AI-driven platform and expanding supplier networknetwork, which optimizes pricing to buyers and suppliers. Gross margin for our supplier services increased to 89.0% for the year ended December 31, 2024 from 82.7% for the year ended December 31, 2023. The increase in gross margin for supplier services is primarily due to a higher mix of advertising and marketing services revenue and the exit from the lower margin tools and materials business.

Sales and marketing expense increased $14.7$14.3 million, or 16%,13%, from $93.7 million for the year ended December 31, 2023 to $108.4 million for the year ended December 31, 2024,2024 to $122.7 million for the year ended December 31, 2025, primarily due to additionalincreases salesin and marketing employees and theiremployee compensation costs, including stock-based compensation and tobenefit acosts, lesserand extentconsulting advertising expense.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 from 20.2% for the year ended December 31, 2023.2024.

Advertising expense increased 11%,1.8%, from $31.7 million for the year ended December 31, 2023 to $35.1 million for the year ended December 31, 2024 to $35.8 million for the year ended December 31, 2025 due to increased supplier services and marketplace advertising.

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,changes in trade policy, 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.

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 and six months ended MarchJune 31,30, 2025, we incurred $1.5$0.1 million and $1.6 million, respectively, for employee termination costs related to our restructuring. Refer to Note 9,10, Commitments and Contingencies—Restructuring for our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Active Buyers has consistently grown over time. The number of Active Buyers on our platform reached 85,58189,557 as of MarchJune 31,30, 2026, up 20% from 71,45474,777 as of MarchJune 31,30, 2025. The key drivers of Active Buyer growth are continued account and buyer engagement and the success of our strategy to attract new buyers.

For the quarter ended MarchJune 31,30, 2026, 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.

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 1,8642,039 as of MarchJune 31,30, 2026, up 21%23% from 1,5451,653 as of MarchJune 31,30, 2025.

We define Adjusted EBITDA as net loss, adjusted for interest expense, interest and dividend income,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 for (benefit from) income taxes, stock-based compensation, payroll tax expense related to stock-based compensation, charitable contributions of common stock, income from unconsolidated joint venture, 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.

For the three months ended MarchJune 31,30, 2026, Adjusted EBITDA was $10.5$14.1 million, as compared to Adjusted EBITDA of $0.1$3.9 million for the same quarter in 2025. For the three months ended MarchJune 31,30, 2026, Adjusted EBITDA Margin was 5.1%6.2% of revenue, as compared to 0.1%2.4% of revenue for the same quarter in 2025.

We define Non-GAAP Net Income (Loss), as net loss adjusted for stock-based compensation, payroll tax expense related to stock-based compensation, amortization of lease intangible, amortization of deferred costs on convertible notes, charitable contributions of common stock, lease termination, restructuring charges, loss on debt extinguishment, amortization of acquired intangible assets & patents, other amortization 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.

For the three months ended MarchJune 31,30, 2026, Non-GAAP net income was $6.9$9.9 million, as compared to Non-GAAP net lossincome of $(2.5)$1.1 million for the same quarter in 2025. For the quarterthree months ended MarchJune 31,30, 2026, Non-GAAP net income was 3.4%4.3% of revenue, as compared to Non-GAAP net loss was (1.7)%0.7% of revenue for the same quarter in 2025.

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 over time 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.

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 over time 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.

Comparison of the Three Months Ended MarchJune 31,30, 2026 and 2025

The following table sets forth our unaudited statements of operations data for the periods indicated (in thousands):

Revenue and cost of revenue is presented in the following tables for the three months ended MarchJune 31,30, 2026 and 2025 (in thousands):

Total revenue increased $54.2$66.7 million, or 36%,41%, from $151.0$162.5 million for the three months ended MarchJune 31,30, 2025 to $205.1$229.3 million for the three months ended MarchJune 31,30, 2026. This growth was a result of an increase in marketplace revenue, partially offset by a decrease in services revenue. Marketplace revenue increased $55.0$67.1 million, or 40%,45%, from $136.4$148.2 million for the three months ended MarchJune 31,30, 2025 to $191.3$215.4 million for the three months ended MarchJune 31,30, 2026. The increase in marketplace revenue was primarily due to increased buyer activity on the platform, particularly with respect to enterprise customers, for the three months ended MarchJune 31,30, 2026 as compared to the prior year period.

Services revenue decreased $0.8$0.4 million, or 5%3% from $14.6$14.3 million for the three months ended MarchJune 31,30, 2025 to $13.8$13.9 million for the three months ended MarchJune 31,30, 2026. The decrease in revenue was due to reductions in Thomas advertising and marketing services, partly offset by growth in financial services.

Total revenue for the three months ended MarchJune 31,30, 2026 and 2025 was $172.2$194.7 million and $127.8$135.7 million, respectively, for the U.S. reportable segment and $32.9$34.5 million and $23.2$26.8 million, respectively, for the International reportable segment.

Total cost of revenue increased $32.0$44.8 million, or 34%,46%, from $94.6$97.4 million for the three months ended MarchJune 31,30, 2025 to $126.7$142.1 million for the three months ended MarchJune 31,30, 2026. This increase was primarily the result of an increase in marketplace cost of revenue. Total cost of revenue from marketplace and supplier services for the three months ended MarchJune 31,30, 2026 was $124.9$140.6 million and $1.8$1.5 million, respectively, as compared to $93.0$95.8 million and $1.6 million, respectively, for the three months ended MarchJune 31,30, 2025.

Total cost of revenue for the three months ended MarchJune 31,30, 2026 and 2025 was $106.1$121.2 million and $79.9$81.0 million, respectively for the U.S. reportable segment, and $20.6$20.9 million and $14.7$16.4 million, respectively, for the International reportable segment.

Gross profit increased $22.2$22.0 million, or 39%,34%, from $56.3$65.2 million for the three months ended MarchJune 31,30, 2025 to $78.5$87.2 million for the three months ended MarchJune 31,30, 2026. 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 38.3%38.0% for the three months ended MarchJune 31,30, 2026 as compared to 37.3%40.1% for the three months ended MarchJune 31,30, 2025. The increasedecrease was primarily driven by higherfaster growth and associated mix shift to marketplace revenue which has lower gross margin asthan compared to the prior period.services.

Gross margin for our supplier servicesmarketplace was 87.1%34.7% for the three months ended MarchJune 31,30, 2026, as compared to 89.1%35.4% for the three months ended MarchJune 31,30, 2025.

Sales and marketing expense increased $5.5$3.8 million, or 21%,13%, from $26.4$29.8 million for the three months ended MarchJune 31,30, 2025 to $32.0$33.6 million for the three months ended MarchJune 31,30, 2026, primarily due to increases in marketing and advertising spend, consultingcommission expenses, commission expense and employee compensation and benefit costs due to increased headcount.headcount and consulting expenses. As a percent of total revenue, sales and marketing expenses decreased to 15.6%14.6% for the three months ended MarchJune 31,30, 2026 from 17.5%18.3% for the three months ended MarchJune 31,30, 2025.

Advertising expense increaseddecreased $2.0$0.6 million, from $6.8$9.2 million for the three months ended MarchJune 31,30, 2025 to $8.8$8.6 million for the three months ended MarchJune 31,30, 20262026, primarily due to increaseddecreased marketplace advertising.

ProductOperations developmentand support expense increased $0.3$3.7 million, or 2%,21%, from $11.2$17.7 million for the three months ended MarchJune 31,30, 2025 to $11.4$21.4 million for the three months ended MarchJune 31,30, 2026, primarily asdue a result of an increase in software costs, offset byto increases in theconsulting amountexpenses ofand employee compensation and benefitsbenefit costcosts and stock-based compensation capitalizeddue to softwareincreased development.headcount. As a percent of total revenue, productoperations developmentand support expenses decreased to 5.6%9.3% for the three months ended MarchJune 31,30, 2026 asfrom compared to 7.4%10.9% for the three months ended MarchJune 31,30, 2025.

GeneralProduct and administrativedevelopment expense increased $3.6$2.0 million, or 21%,18%, from $17.0$11.0 million for the three months ended MarchJune 31,30, 2025 to $20.7$13.0 million for the three months ended MarchJune 31,30, 2026, primarily drivenas a result of an increase in software costs and depreciation and amortization, offset by increases in stock-basedthe amount of compensation and higherbenefits employeecost and stock-based compensation and benefit costs duecapitalized to increasedsoftware headcount.development. As a percent of total revenue, generalproduct and administrativedevelopment expenses decreased to 10.1%5.7% for the three months ended MarchJune 31,30, 20262026, fromas 11.3%compared to 6.8% for the three months ended MarchJune 31,30, 2025.

Interest expense remained flat at approximately $1.2 million for the three months ended MarchJune 31,30, 2026 and 2025.

Interest and dividend income decreasedincreased $0.5$0.4 million, or 22%,19%, from $2.3$2.2 million for the three months ended MarchJune 31,30, 2025 to $1.8$2.6 million for the three months ended MarchJune 31,30, 2026. The decreaseincrease was primarily due to lowerhigher investment in the money market account as the Company funds ongoing operations.account.

Other expenses decreased by $0.4$16.4 million, from $0.9$17.4 million for the three months ended MarchJune 31,30, 2025 to $0.5$1.0 million for the three months ended MarchJune 31,30, 2026. The decrease was primarily due to decreasesa $16.4 million loss on debt extinguishment recognized in foreignconnection exchangewith losses.the partial repurchase of the 2027 Notes in the second quarter of 2025.

Income from unconsolidated joint venture remained flat at $0.1approximately $0.2 million for the three months ended MarchJune 31,30, 2026 and 2025.

Segment Adjusted EBITDA from our U.S. reportable segment for the three months ended MarchJune 31,30, 2026 and 2025 was $13.3$17.5 million and $3.0$6.9 million, respectively. Segment Adjusted EBITDA from our International reportable segment for the three months ended MarchJune 31,30, 2026 and 2025 was $(2.83.3) million and $(2.9) million, respectively.