Xometry plans $225 million convertible notes offering

NORTH BETHESDA, Md. - Xometry, Inc. (NASDAQ:XMTR), an AI-powered marketplace for manufacturing services with a market capitalization of $1.8 billion and impressive year-over-year return of 147%, announced Monday its plans to privately offer $225 million in Convertible Senior Notes due 2030 to qualified institutional buyers. The company also intends to grant an option to purchase up to an additional $25 million in notes. According to InvestingPro analysis, Xometry operates with a moderate level of debt and maintains strong liquidity, with current assets exceeding short-term obligations by a factor of 3.7x.

The notes, unsecured obligations of Xometry, will pay interest semiannually and can be converted into cash, Xometry Class A common stock, or a mix of both, at the company’s discretion. Specific terms, including the interest rate and initial conversion rate, are to be determined upon pricing of the offering. The company has demonstrated strong revenue growth of 19.4% over the last twelve months, reaching $574 million, though InvestingPro data indicates the stock is currently trading above its Fair Value.

Xometry aims to allocate the net proceeds, along with existing cash if needed, to finance capped call transactions, repurchase up to $25 million of its Class A common stock concurrently with the offering, and buy back a portion of its outstanding 1.00% Convertible Senior Notes due 2027. The offering’s success does not hinge on the stock or note repurchase transactions.

In relation to the notes’ pricing, Xometry plans to enter capped call transactions to potentially minimize dilution upon conversion of the notes or offset any cash payments above the principal amount. The initial counterparties may conduct various derivative transactions with Xometry’s Class A common stock, influencing its market price.

If the additional notes option is exercised, Xometry may use the extra funds for further capped call transactions, working capital, or other general corporate purposes, including potential acquisitions or strategic investments, though no agreements are currently in place.

These financial maneuvers, including the repurchase of shares and 2027 notes, may impact the market price of Xometry’s Class A common stock and the effective conversion price of the notes. Xometry cannot predict the effect of market activities on its stock and notes prices.

The notes and the Class A common stock issuable upon conversion will not be registered under the Securities Act or any state securities laws, and unless registered, cannot be sold in the U.S. without registration or an applicable exemption. This press release is not an offer to sell or a solicitation of an offer to buy any of these securities.

Xometry’s forward-looking statements outlined in the press release, such as the anticipated use of net proceeds, are based on current assumptions and are subject to risks, uncertainties, and changes in circumstances. The company advises that actual events may differ materially from their plans.

This report is based on a press release statement from Xometry. While analysts expect the company to return to profitability this year, investors seeking deeper insights can access comprehensive analysis and 12+ additional ProTips through InvestingPro, including detailed financial health metrics and expert forecasts available in the Pro Research Report.

In other recent news, Xometry, Inc. reported first-quarter earnings that exceeded expectations, with adjusted earnings per share reaching $0.02, surpassing the breakeven point forecasted by analysts. The company’s revenue increased by 23% year-over-year to $150.97 million, beating the consensus estimate of $148.65 million. Xometry’s core marketplace revenue saw a notable rise of 27% year-over-year, driven by robust growth among U.S. enterprise customers. For the second quarter, Xometry anticipates revenue between $155 million and $157 million, aligning with analyst expectations. The company has also raised its full-year 2025 marketplace growth outlook from at least 20% to at least 22%. Additionally, Xometry achieved a positive adjusted EBITDA of $0.1 million in Q1, marking a $7.5 million improvement from the previous year. The company ended the quarter with $231 million in cash and marketable securities. Xometry reported a 22% increase in active buyers, reaching 71,454, with accounts spending over $50,000 annually rising by 12% to 1,545.

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