XMTR on Nasdaq

Xometry

Logo: xometry.com5

American manufacturing company

Xometry (formerly, NextLine Manufacturing Corp.) is an online marketplace for sourcing on-demand manufactured parts for prototyping and large-scale production. Based in the United States, its B2B platform matches buyers with parts suppliers. It serves a worldwide market, with localized platforms in the U.S., Europe, the UK, Australia and China.3 Its shares trade on Nasdaq under the symbol XMTR.1 Wikipedia text CC BY-SA 4.0

Price unavailable

Last updated Oct 21, 2026.

Overview

$686.6MRevenue, fiscal 20256
-$61.7MNet income, fiscal 20256

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  • TickerXMTR on Nasdaq1
  • Industrymanufacturing industry1
  • HeadquartersRockville, United States1
  • Websitewww.xometry.com
  • Legal formDelaware corporation1
  • Incorporated inMD7
  • Business address6116 Executive Boulevard, Suite 800, North Bethesda, Md 208527
  • Filer categoryLarge accelerated filer7
  • LEI5493006JFRGU7YRRXE444
  • StatusActive4
  • LEI statusIssued and current4
  • Registered addressC/O Cogency Global Inc., 19904 Dover, United States4
  • Registered withDivision of Corporations, Department of State, 53419274
Xometry image from its website
Image: xometry.com5

Xometry (formerly, NextLine Manufacturing Corp.) is an online marketplace for sourcing on-demand manufactured parts for prototyping and large-scale production.3

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

39.1%Gross margin6
-6.6%Operating margin6
-9.0%Net margin6
25.9%Revenue growth, 20256
-22.4%Return on equity6
-$24.1MFree cash flow6

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Marketplace Revenue brought in 92% of the revenue Xometry broke down this way in fiscal 2025.

  1. Marketplace Revenue$629.6M692%up 30% from 2024
  2. Service$57.0M68%down 4% from 2024
Products and services by year
Products and services202320242025
Marketplace Revenue$394.8M$485.9M$629.6M
Service$68.7M$59.6M$57.0M

Regions

United States brought in 74% of the revenue Xometry broke down this way in fiscal 2025.

  1. United States$573.8M674%up 26% from 2024
  2. Rest of the world$112.9M615%up 27% from 2024
  3. Germany$89.9M612%up 23% from 2024
Regions by year
Regions202320242025
United States$403.3M$456.7M$573.8M
Rest of the world$60.1M$88.8M$112.9M
Germany$52.4M$73.2M$89.9M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue61¢$417.9M
  • Research and development7¢$46.8M
  • Other costs32¢$221.4M
  • Income tax0¢$589.0K

Out of $686.6M in revenue.6 The company lost money this year.

Where each dollar of operating cash went, fiscal 2025

  • Capital spending79¢$30.2M
  • Share buybacks21¢$8.1M

Out of $6.1M of cash from operations. Spending exceeded cash from operations; the rest came from savings or borrowing.6

Financial statements

Revenue101112136$686.6M in 2025+756% since 2019
0$200.0M$400.0M$600.0M$800.0M2019: $80.2M$80.2M20192020: $141.4M$141.4M2020+76%2021: $218.3M$218.3M2021+54%2022: $380.9M$380.9M2022+74%2023: $463.4M$463.4M2023+22%2024: $545.5M$545.5M2024+18%2025: $686.6M$686.6M2025+26%
Gross profit101112136$268.8M in 2025+1724% since 2019
0$100.0M$200.0M$300.0M2019: $14.7M$14.7M20192020: $33.3M$33.3M2020+126%2021: $57.1M$57.1M2021+72%2022: $146.0M$146.0M2022+155%2023: $178.3M$178.3M2023+22%2024: $215.6M$215.6M2024+21%2025: $268.8M$268.8M2025+25%
Operating income101112136-$45.5M in 2025+49% since 2019
-$80.0M-$60.0M-$40.0M-$20.0M02019: -$30.5M-$30.5M20192020: -$29.2M-$29.2M2020−4%2021: -$58.7M-$58.7M2021+101%2022: -$77.1M-$77.1M2022+31%2023: -$73.6M-$73.6M2023−5%2024: -$56.1M-$56.1M2024−24%2025: -$45.5M-$45.5M2025−19%
Net income1011126-$61.7M in 2025+99% since 2019
-$80.0M-$60.0M-$40.0M-$20.0M02019: -$31.0M-$31.0M20192020: -$31.1M-$31.1M2020+0%2021: -$61.4M-$61.4M2021+97%2022: -$79.1M-$79.1M2022+29%2023: -$67.5M-$67.5M2023−15%2024: -$50.4M-$50.4M2024−25%2025: -$61.7M-$61.7M2025+23%

Every line of the income statement as filed: the last 3 fiscal years, latest first.6

Period ending2025-12-312024-12-312023-12-31
Revenue$686.6M$545.5M$463.4M
Cost of revenue$417.9M$329.9M$285.1M
Gross profit$268.8M$215.6M$178.3M
Sales and marketing$122.7M$108.4M$93.7M
Operations and support$72.4M$59.0M$52.4M
Product development$46.8M$39.3M$34.5M
General and administrative$72.3M$65.0M$70.9M
Impairment of assets$49.0K$82.0K$397.0K
Total operating expenses$314.3M$271.8M$251.8M
Loss from operations-$45.5M-$56.1M-$73.6M
Interest expense-$4.9M-$4.8M-$4.8M
Interest and dividend income$8.6M$10.8M$11.6M
Other expenses-$19.7M-$757.0K-$1.5M
Income from unconsolidated joint venture$404.0K$452.0K$446.0K
Total other (expenses) income-$15.6M$5.7M$5.8M
Loss before income taxes-$61.2M-$50.4M-$67.8M
(Provision) benefit for income taxes-$589.0K$21.0K$353.0K
Net loss-$61.7M-$50.4M-$67.5M
Net (loss) income attributable to noncontrolling interest-$5.0K-$2.0K$7.0K
Net loss attributable to common stockholders-$61.7M-$50.4M-$67.5M
Foreign currency translation$5.1M-$1.2M$849.0K
Total other comprehensive income (loss)$5.1M-$1.2M$849.0K
Comprehensive loss-$56.6M-$51.6M-$66.6M
Comprehensive (loss) income attributable to noncontrolling interest-$7.0K$24.0K$29.0K
Total comprehensive loss attributable to common stockholders-$56.6M-$51.6M-$66.6M

Compare Xometry with another company

Corporate structure

Xometry sits at the top of its group. 9 entities, 9 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Xometry

  • Xometry Rockville, Maryland, United States
    • Incom Co., Ltd. Subsidiary · Japan
    • Thomas International Publishing Co. de Mexico – CV Subsidiary · Mexico
    • Xometry (Shanghai) Technology Co., Ltd. Subsidiary · China
    • Xometry Europe GmbH Subsidiary · Germany
    • Xometry India Private Limited Subsidiary · India
    • Xometry Singapore Pte. Ltd. Subsidiary · Singapore
    • Xometry TR Teknoloji AS Subsidiary · Turkey
    • Xometry UK Ltd. Subsidiary · United Kingdom

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Xometry reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$105.6M6 Dec 31, 2025$75.2M6 Dec 31, 2024+40.3%
Accumulated depreciation$44.9M6 Dec 31, 2025$30.4M6 Dec 31, 2024+47.7%
Property and equipment, net$60.6M6 Dec 31, 2025$44.8M6 Dec 31, 2024+35.3%
Operating-lease assets (leased space)$11.1M6 Dec 31, 2025$8.5M6 Dec 31, 2024+31.6%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$15.0M6 Dec 31, 2025$22.2M6 Dec 31, 2024−32.5%
Marketable securities, current$204.1M6 Dec 31, 2025$217.6M6 Dec 31, 2024−6.2%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$263.8M6 Dec 31, 2025$262.7M6 Dec 31, 2024+0.4%
Intangible assets, net (excluding goodwill)$28.6M6 Dec 31, 2025$32.1M6 Dec 31, 2024−11.1%
Finite-lived intangibles, gross$43.4M6 Dec 31, 2025$43.4M6 Dec 31, 20240%
Accumulated amortization$14.9M6 Dec 31, 2025$11.3M6 Dec 31, 2024+31.6%
Finite-lived intangibles, net$28.6M6 Dec 31, 2025$32.1M6 Dec 31, 2024−11.1%

Inventory

ItemLatestA year beforeChange
Inventory, total$3.9M6 Dec 31, 2025$3.9M6 Dec 31, 2024+0.1%
Raw materials$1.3M6 Dec 31, 2025$794.0K6 Dec 31, 2024+65.6%
Work in process$1.0M6 Dec 31, 2025$1.6M6 Dec 31, 2024−35.9%
Finished goods$1.6M6 Dec 31, 2025$1.5M6 Dec 31, 2024+3.4%

Properties, in its own words

We believe that our facilities are well maintained and are generally suitable to meet our needs. All of our offices are leased and we do not own any real property. Our operating leases range in expiration from 2026 to 2032. We have leased offices and/or facilities in the following locations:

U.S. Operating Leases

The rest of Item 2

City, State · Square Footage

Gaithersburg, MD · 31,971

North Bethesda, MD · 28,068

Lexington, KY · 15,706

Boston, MA · 10,183

International Operating Leases

City, Country · Square Footage

Hohenbrunn, Germany · 26,103

Bangalore, India · 13,490

Istanbul, Turkey · 11,840

Shenzhen, China · 3,983

Chelmsford, England · 3,304

Shanghai, China · 2,085

Lyon, France · 1,172

Item 2 of the 10-K filed Feb 24, 2026.18

The story

Xometry was founded as a procurement platform for on-demand unique parts manufacturing, in 2013, by founding CEO Randy Altschuler and managing director Laurence Zuriff, as NextLine Manufacturing Corp., changing its name to Xometry in 2015.

The company developed the patented processes of its instant quoting engine, which calculates factors such as volume, material, location and manufacturing type. Early investors include BMW, GE, and Highland Capital Partners.

Fabio Rosati joined the board of directors in 2017, then became its chair in 2023. Katharine Weymouth joined the board in 2020.

Between 2018 and 2020, the company experienced a compound annual growth rate of 92%, with revenues of $141.4 million, and a customer base that includes BMW, NASA, Bosch, Dell, and General Electric. Since 2020, it has been named annually among the Deloitte Technology Fast 500.

In March 2021, Xometry's Autodesk Fusion app was introduced. Prior to its June 29, 2021 IPO, Xometry had processed over six million component transactions since its founding, with over 43,000 buyers and 5,000 sellers on its platform, including about 30% of Fortune 500 companies. It raised over $150 million in venture capital funding, with investors including T. Rowe Price Funds and Dell Technologies Capital. The IPO raised about $300 million, closing with a market cap of $3.7 billion. On the following day, company shares had risen over 50% when it began trading on Nasdaq under the symbol XMTR.

In 2022, the company expanded its European services and launched Xometry Asia, later adding an English site for Asia, in 2024. The company relocated its headquarters to North Bethesda, Maryland, in December 2022.

In 2023, Xometry added a cloud-based collaborative dashboard, then integrated Teamspace, in 2024, which allows teams to collaborate on orders.

Cofounder Laurence Zuriff resigned from the board of directors in 2024. Sanjeev Singh Sahni was appointed the CEO of Xometry in July 2026. He succeeded Randy Altschuler, who in turn succeeded Fabio Rosati as Executive Chairman.

Read the full text

Acquisitions

In July 2018, Xometry acquired MakeTime, a manufacturing platform based in Lexington, Kentucky.

In January 2019, the company acquired Machine Tool & Supply of Jackson, Tennessee and began to offer cutting tools, metal, and other supplies for manufacturers via Xometry Supplies.

In December 2019, it acquired Shift, a Munich based on-demand manufacturing marketplace, renamed Xometry Europe. The acquisition added 12 countries to the company's roster.

In December 2021, Xometry acquired the Thomas B2B platform, with a network of over 500,000 commercial and industrial suppliers, and 1.3 million users.

From Wikipedia’s article on Xometry, shared under CC BY-SA 4.0.8

Leadership

Who has led Xometry, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (17)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Incom Co., Ltd. Japan9
  • Thomas International Publishing Co. de Mexico – CV Mexico9
  • Xometry (Shanghai) Technology Co., Ltd. China9
  • Xometry Europe GmbH Germany9
  • Xometry India Private Limited India9
  • Xometry Singapore Pte. Ltd. Singapore9
  • Xometry TR Teknoloji AS Turkey9
  • Xometry UK Ltd. United Kingdom9

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Aug 4, 20268-K Results of operations39
  2. Jul 31, 20268-K Executive or director change40
  3. Jul 6, 2026New chief executive Sanjeev Singh Sahni becomes CEO19
  4. Jun 18, 20268-K Shareholder vote41
  5. Jun 18, 20268-K Executive or director change42
  6. Jun 2, 20268-K Other events43
  7. May 21, 20268-K Executive or director change; Regulation FD disclosure44
  8. May 8, 20268-K Unregistered sale of shares; Regulation FD disclosure45
  9. May 7, 20268-K Results of operations46
  10. Feb 24, 20268-K Results of operations47
  11. Feb 24, 20268-K Executive or director change48
  12. Nov 4, 20258-K Results of operations49
  13. Aug 5, 20258-K Results of operations50
  14. Jul 1, 2021New chief executive Randolph Altschuler becomes CEO20
  15. May 29, 2013Founded Xometry is founded4

Calendar

Coming up

  1. Nov 3, 2026 · Before the openReports results for the quarter ending Sep/2026 A year earlier it reported ($0.10) a share, on Nov 4, 2025.51

When it reported results

  1. Aug 4, 2026Reported quarterly or annual results39
  2. May 7, 2026Reported quarterly or annual results46
  3. Feb 24, 2026Reported quarterly or annual results47
  4. Nov 4, 2025Reported quarterly or annual results49
  5. Aug 5, 2025Reported quarterly or annual results50
  6. May 6, 2025Reported quarterly or annual results52
  7. Feb 25, 2025Reported quarterly or annual results53
  8. Nov 5, 2024Reported quarterly or annual results54

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

563 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 50 major events, 283 insider forms, 56 large holders, 154 other. The latest 20:

  1. Oct 14, 20264 PRIMARY DOCUMENT EDGAR
  2. Oct 13, 2026144 EDGAR
  3. Oct 2, 20264 PRIMARY DOCUMENT EDGAR
  4. Oct 2, 20264 PRIMARY DOCUMENT EDGAR
  5. Oct 2, 2026144 EDGAR
  6. Oct 2, 2026144 EDGAR
  7. Oct 2, 2026144 EDGAR
  8. Oct 2, 20264 PRIMARY DOCUMENT EDGAR
  9. Oct 1, 2026144 EDGAR
  10. Sep 16, 20264 PRIMARY DOCUMENT EDGAR
  11. Sep 14, 2026144 EDGAR
  12. Sep 3, 20264 PRIMARY DOCUMENT EDGAR
  13. Sep 1, 2026144 EDGAR
  14. Aug 31, 2026144 EDGAR
  15. Aug 31, 20264 PRIMARY DOCUMENT EDGAR
  16. Aug 28, 20264 PRIMARY DOCUMENT EDGAR
  17. Aug 28, 2026144 EDGAR
  18. Aug 27, 2026144 EDGAR
  19. Aug 21, 20264 PRIMARY DOCUMENT EDGAR
  20. Aug 21, 20264 PRIMARY DOCUMENT EDGAR

The 563 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

210 open-market trades by officers, directors and large owners since October 2021: 7 buys and 203 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 14, 2026Sahni Sanjeev SinghChief Executive OfficerSale1,500$85.23$127.8KForm 4
Sep 1, 2026Altschuler RandolphDirectorSale10,000$90.82$908.2KForm 4
Aug 31, 2026Weymouth KatharineDirectorSale5,000$95.23$476.1KForm 4
Aug 28, 2026Weymouth KatharineDirectorSale5,000$94.30$471.5KForm 4
Aug 27, 2026Raghavan VaidyanathanChief Technology OfficerSale5,000$96.77$483.9KForm 4
Aug 19, 2026Rollins EmilyDirectorSale5,000$84.31$421.5KForm 4
Aug 17, 2026Sahni Sanjeev SinghChief Executive OfficerSale1,500$90.19$135.3KForm 4
Aug 11, 2026Rosati FabioDirectorSale1,900$89.72$170.5KForm 4
Aug 10, 2026Rosati FabioDirectorSale8,100$91.45$740.7KForm 4
Aug 6, 2026Miln JamesChief Financial OfficerSale1,500$87.92$131.9KForm 4
Jul 2, 2026Raghavan VaidyanathanChief Technology OfficerSale1,866$93.22$173.9KForm 4
Jul 2, 2026Dutt SubirChief Sales OfficerSale1,073$93.39$100.2KForm 4
Jul 2, 2026Altschuler RandolphDirectorSale5,722$93.30$533.9KForm 4
Jul 2, 2026Miln JamesChief Financial OfficerSale2,392$93.29$223.1KForm 4
Jul 1, 2026Miln JamesChief Financial OfficerSale1,500$97.06$145.6KForm 4
Jun 3, 2026Biewald Lukas AlexanderDirectorBuy47,058$85.00$4.0MForm 4
Jun 1, 2026Miln JamesChief Financial OfficerSale1,500$96.90$145.3KForm 4
May 27, 2026Dutt SubirChief Sales OfficerSale2,500$95.00$237.5KForm 4
May 21, 2026Altschuler RandolphDirectorSale50,000$87.86$4.4MForm 4
May 18, 2026Dutt SubirChief Sales OfficerSale4,943$89.20$440.9KForm 4

All 210 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Sanjeev Singh Sahni50$456.5K$5.0M68
2025Randolph Altschuler55$486.4K$4.9M68
2025James Miln52$438.3K$2.7M68
2025Subir Dutt62$409.4K$2.4M68
2025Vaidyanathan Raghavan44$317.7K$2.3M68
2024Co-Founder and Chief$475.5K$3.8M68
2024Chief Financial Officer$354.2K$3.2M68
2024Chief Sales Officer$243.8K$1.7M68
2023Executive Officer$475.0K$1.4M68

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Primecap Management Co/ca/6,636,057$640.5M0.4%+140,560
Fmr LLC3,918,177$378.2M0.0%+780,652
BlackRock, Inc.3,838,343$370.5M0.0%+339,609
Eventide Asset Management, LLC2,151,845$208.4M2.8%−808,394
Vanguard Capital Management LLC2,047,813$197.7M0.0%+67,059
Vanguard Portfolio Management LLC2,035,884$196.5M0.0%+52,788
Hood River Capital Management LLC1,988,360$191.9M1.4%+863,627
Driehaus Capital Management LLC1,768,213$170.7M1.0%+255,358
First Trust Advisors LP1,743,499$168.3M0.1%+168,298
Fuller & Thaler Asset Management, Inc.1,430,549$138.1M0.4%+91,124
Wellington Management Group Llp1,322,581$127.7M0.0%+280,491
Geode Capital Management, LLC1,224,198$118.2M0.0%+130,263
State Street Corp1,104,198$106.6M0.0%+123,194
Siemens Ag1,049,759$101.3M20.5%New
Baillie Gifford & Co1,018,568$98.3M0.1%−104,245
Durable Capital Partners LP1,014,976$98.0M1.0%+959,571
Gilder Gagnon Howe & Co LLC857,146$82.7M0.9%−64,035
Ameriprise Financial Inc847,510$81.8M0.0%−1,192,760
Stephens Investment Management Group LLC799,180$77.1M0.8%+20,460
UBS Group AG771,312$74.4M0.0%+348,989
Clearbridge Investments, LLC742,196$71.6M0.1%+34,368
Invesco Ltd.729,602$70.4M0.0%+679,266
Next Century Growth Investors LLC723,351$69.8M3.7%−64,079
Jane Street Group, LLC722,361$69.7M0.0%+215,448
Allspring Global Investments Holdings, LLC643,596$61.6M0.1%−50,794

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Xometry is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARXometry, Inc.2
  • CIK0001657573
  • Employer ID (EIN)32-041544918
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company18
  • Incorporated inDelaware18
  • Fiscal year endsDecember 312
  • Industry code (SIC)7389 Services-Business Services, NEC2
  • SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance2
  • Business address6116 Executive Boulevard, Suite 800, North Bethesda, MD 208522
  • Phone240-335-79142
  • Shares outstanding50,349,113 Common Class A shares; 1,475,311 Common Class B shares as of Feb 9, 202618
  • Public float$1.5B as of Jun 30, 202518
  • AuditorDeloitte & Touche LLP, McLean, VA PCAOB ID 34; it also attests to the company’s internal control over financial reporting18
  • On EDGAR sinceNov 12, 20152
  • Filings627 in all: 4 (287), 144 (129), 8-K (51), SC 13G/A (26), 3 (22), 10-Q (16), SC 13G (15), SCHEDULE 13G/A (14)2
    All 34 form types

    4/A (7), S-8 (7), DEFA14A (6), 10-K (5), D (5), DEF 14A (5), ARS (4), CORRESP (4), S-1/A (3), 424B5 (2), 8-K/A (2), SCHEDULE 13G (2), UPLOAD (2), 144/A (1), 3/A (1), 424B3 (1), 424B4 (1), 8-A12B (1), CERT (1), DRS (1), DRS/A (1), DRSLTR (1), EFFECT (1), NT 10-K (1), S-1 (1), S-3ASR (1)

  • Latest filingsAnnual report (10-K) Feb 24, 2026
    Quarterly report (10-Q) Aug 4, 2026
    Proxy statement (DEF 14A) Apr 29, 2026
    Latest 8-K (8-K) Aug 4, 2026

Securities registered for trading

ClassSymbolExchange
Class A common stock, par value $0.000001 per shareXMTRThe Nasdaq Global Select Market

From the cover page of the 10-K filed Feb 24, 2026 (Section 12(b) of the Exchange Act).18

Risk factors and legal proceedings

The risks Xometry names in Item 1A of its 10-K filed Feb 24, 2026: 62 risks under these headings, as written.18

  • Risks Related to Our Business
  • We have incurred net losses in the past, expect to incur net losses in the future and may never achieve or sustain profitability.
  • We may not continue to grow on pace with historical rates.
  • If we are unable to manage the anticipated growth of our business, our future revenue and operating results may be adversely affected.
  • Our operating results may fluctuate from quarter to quarter, which makes our future results difficult to predict.
  • Our growth depends on our ability to attract and retain a large community of buyers and suppliers, and the loss of our buyers and suppliers, or failure to attract new buyers and suppliers, could materially and adversely affect our business, financial condition, and results of operations.
  • Our success depends on our ability to deliver products and manufacturing processes that meet the demand of buyers transacting on our marketplace and our ability to adapt to technological changes and improvements.
  • If we fail to maintain and improve the quality of our platform, customer support and ancillary services available through our platform, we may not be able to attract and retain buyers and suppliers.
  • We provide quality assurance to buyers even when a supplier manufactures the ordered part(s), which could subject us to liability for poor quality parts.
  • Our business model involves our agreeing to pricing with a buyer in advance of sourcing the opportunity to a supplier. We are at risk that the price a buyer pays us may be less than the cost we ultimately pay a supplier.
  • It may be difficult for us to comply with non-standard contract terms with our customers.
  • If our information technology systems or those of our third-party partners or service providers or our data are or were compromised, we may experience adverse consequences resulting from such compromise, including but not limited to regulatory investigations or actions, litigation, fines and penalties, disruption to our business, harm to our reputation and brand, and exposure to liability.
The other 51 risks
  • Failure to deal effectively with bad actors engaging on our marketplace or platform could harm our business.
  • We may be subject to disputes between buyers and suppliers on our platform.
  • We rely on a third-party payment processor to process payments made by buyers and payments made to suppliers, and if we cannot manage our relationship with such third party and other payment-related risks, our business, financial condition, and results of operations could be adversely affected.
  • We are required to comply with payment card network operating rules.
  • We rely on third parties to deliver buyer orders.
  • We face significant competition and expect to face increasing competition in many aspects of our business, which could cause our operating results to suffer.
  • Expansion into markets outside the United States is important to the growth of our business, and if we do not manage the business and economic risks of international expansion effectively, it could materially and adversely affect our business and results of operations.
  • Geopolitical instability relating to the Ukraine-Russia conflict adversely impact the U.S. and global economies.
  • Unstable market and economic conditions, including a global or domestic recession or the fear of a recession, may have serious adverse consequences on our business, financial condition and share price.
  • 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.
  • Our business could be adversely impacted by changes in the Internet and mobile device accessibility of users.
  • Interruptions to or other problems with our website and platform, information technology systems, manufacturing processes or other operations could damage our reputation and brand and substantially harm our business and results of operations.
  • We and the third parties with whom we work are subject to stringent and evolving U.S. and foreign laws, regulations, and rules, contractual obligations, industry standards, policies and other obligations related to data privacy and data protection, and any actual or perceived failure by us (or the third parties with whom we work) to comply with such obligations could materially and adversely affect our business.
  • Government regulation of the Internet and e-commerce is evolving, and unfavorable changes could adversely affect our business, financial condition, and results of operations.
  • Growth of our business will depend on a strong reputation and brand and any failure to maintain, protect, and enhance our brand would hurt our ability to retain or expand our base of buyers and suppliers and our ability to increase their level of engagement.
  • Our company culture and values have contributed to our success and if we cannot maintain and evolve our culture as we grow, our business could be adversely affected.
  • Any failure to offer high-quality support may harm our relationships with buyers and suppliers and could adversely affect our business, financial condition, and results of operations.
  • We are subject to U.S. and other anti-corruption laws, trade controls, economic sanctions and similar laws and regulations. Our failure to comply with these laws and regulations could subject us to civil, criminal and administrative penalties and harm our reputation.
  • We are subject to various federal, state, local and non-U.S. laws and regulations relating to environmental protection.
  • Our intellectual property and proprietary rights are valuable, and any inability to obtain, maintain, protect or enforce them could substantially harm our business, products, services and brand.
  • We could incur substantial costs and other harms as a result of any claim of infringement, misappropriation or other violation of another party’s intellectual property or proprietary rights.
  • We may not be able to successfully execute future acquisitions or efficiently manage any acquired businesses.
  • Natural or man-made disasters affecting the manufacturing facilities of our suppliers or of our facilities could materially and adversely affect our business, financial condition, and results of operations.
  • We depend upon talented employees to grow, operate and improve our business, and if we are unable to retain and motivate our personnel and attract new talent, we may not be able to grow effectively.
  • We are a multinational organization faced with increasingly complex tax issues in many jurisdictions, and uncertainties or changes in the interpretation and application of existing, new and proposed tax laws and regulations could materially affect our tax obligations and effective tax rate.
  • Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.
  • Earnings for future periods may be impacted by impairment charges for goodwill and intangible assets.
  • Our use of “open source” software could adversely affect our ability to offer our services and subject us to possible litigation.
  • We rely on Amazon Web Services to operate our platform, and any disruption of service from Amazon Web Services or material change to our arrangement with Amazon Web Services could adversely affect our business.
  • Our failure to meet our buyers’ price expectations would adversely affect our business and results of operations.
  • Our business depends in part on our ability to process a large volume of new part designs from a diverse group of buyers and successfully identify significant opportunities for our business based on those submissions.
  • If our present single or limited source suppliers become unavailable or inadequate, our buyer relationships, results of operations and financial condition may be adversely affected.
  • The impact of economic conditions, including the resulting effect on consumer spending, may adversely affect our business, financial condition, and results of operations.
  • Currency exchange rate fluctuations affect our results of operations, as reported in our financial statements.
  • Risks Related to Ownership of Our Class A Common Stock
  • Our stock price may be volatile, and the value of our Class A common stock may decline.
  • Our issuance of additional capital stock in connection with financings, acquisitions, investments, our equity incentive plans, or otherwise will dilute all other stockholders.
  • If our operating and financial performance in any given period does not meet the guidance that we provide to the public or the expectations of investment analysts, the market price of our Class A common stock may decline.
  • If securities or industry analysts do not publish research or publish unfavorable or inaccurate research about our business, our stock price and trading volume could decline.
  • We may require additional capital to support the growth of our business, and this capital might not be available on acceptable terms, if at all.
  • The dual-class structure of our common stock may allow Randolph Altschuler, our co-founder and Chief Executive Officer, to significantly influence matters requiring stockholder approval which may limit your ability to influence the outcome of important transactions and to influence corporate governance matters, such as electing directors, and to approve material mergers, acquisitions, or other business combination transactions that may not be aligned with your interests.
  • Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of our company more difficult, limit attempts by our stockholders to replace or remove our current management and limit the market price of our Class A common stock.
  • Our amended and restated certificate of incorporation designate the Court of Chancery of the State of Delaware and, to the extent enforceable, the federal district courts of the United States of America as the exclusive forums for substantially all disputes between us and our stockholders, which restricts our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers, or employees.
  • Risks Related to our Convertible Notes
  • Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to pay our substantial debt.
  • Conversion of the Convertible 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.
  • Certain provisions in the indenture governing the Convertible Notes may delay or prevent an otherwise beneficial takeover attempt of us.
  • The Capped Call Transactions may affect the market price of the 2030 Notes and our Class A common stock.
  • We are subject to counterparty risk with respect to the Capped Call Transactions.
  • General Risk Factors
  • If we fail to retain and motivate members of our management team or other key personnel, our business and future growth prospects would be harmed.
  • Litigation or legal proceedings could expose us to significant liabilities and have a negative impact on our reputation or business.
  • Changes in tax laws may materially adversely affect our business, prospects, financial condition and operating results.
  • If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

Legal proceedings

From time to time, we are involved in various claims and legal actions that arise in the ordinary course of business. We are not a party to any legal proceedings, that individually or in the aggregate, are reasonably expected to have a material adverse effect on our consolidated results of operations, financial condition or cash flows. However, the results of these matters cannot be predicted with certainty, and an unfavorable resolution of one or more matters could have a material adverse effect on our consolidated results of operations, financial condition or cash flows.

The opening of Item 3, Legal Proceedings.18

Sources

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