Latest news with #ConvertibleSeniorNotes
Business Insider
4 days ago
- Business
- Business Insider
Coinbase files to sell $2B of Convertible Senior Notes
Earlier, Coinbase (COIN) Global announced its intention to offer, subject to market conditions and other factors, $1B aggregate principal amount of Convertible Senior Notes due 2029 and $1B aggregate principal amount of Convertible Senior Notes due 2032 in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act of 1933, as amended. Elevate Your Investing Strategy: Take advantage of TipRanks Premium at 50% off! Unlock powerful investing tools, advanced data, and expert analyst insights to help you invest with confidence.
Business Wire
5 days ago
- Business
- Business Wire
Coinbase Announces Proposed Private Offering of $2.0 Billion of Convertible Senior Notes
Remote-First-Company/PHOENIX--(BUSINESS WIRE)--Coinbase Global, Inc. ('Coinbase') (Nasdaq: COIN) today announced its intention to offer, subject to market conditions and other factors, $1.0 billion aggregate principal amount of Convertible Senior Notes due 2029 (the '2029 notes') and $1.0 billion aggregate principal amount of Convertible Senior Notes due 2032 (the '2032 notes' and, together with the 2029 notes, the 'notes') in a private offering (the 'offering') to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act of 1933, as amended (the 'Securities Act'). Coinbase also expects to grant the initial purchasers of each series of notes options to purchase, for settlement within a period of 13 days from, and including, the date the notes are first issued, up to an additional $150.0 million principal amount of the 2029 notes and $150.0 million principal amount of the 2032 notes. The notes will be senior, unsecured obligations of Coinbase and will accrue interest payable semi-annually in arrears. The 2029 notes will mature on October 1, 2029 and the 2032 notes will mature on October 1, 2032, unless earlier repurchased, converted or, in the case of the 2032 notes, redeemed. The notes will be convertible into cash, shares of Coinbase's Class A common stock, or a combination thereof, at Coinbase's election. The interest rate, initial conversion rate, and other terms of each series of notes are to be determined upon pricing of the offering. In connection with the pricing of the notes, Coinbase expects to enter into privately negotiated capped call transactions relating to each series of notes with one or more of the initial purchasers or their affiliates and/or other financial institutions (the 'option counterparties'). The capped call transactions relating to the 2029 notes will cover, subject to customary adjustments, the number of shares of Coinbase's Class A common stock that will initially underlie the 2029 notes, and the capped call transactions relating to the 2032 notes will cover, subject to customary adjustments, the number of shares of Coinbase's Class A common stock that will initially underlie the 2032 notes. The capped call transactions relating to each series of notes are expected generally to reduce the potential dilution to Coinbase's Class A common stock upon any conversion of the relevant series of notes and/or offset any potential cash payments Coinbase is required to make in excess of the principal amount of converted notes of such series, as the case may be, with such reduction and/or offset subject to a cap. Coinbase has been advised that, in connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to enter into various derivative transactions with respect to Coinbase's Class A common stock and/or purchase shares of Coinbase's Class A common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of Coinbase's Class A common stock or the notes at that time. In addition, Coinbase has been advised that the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Coinbase's Class A common stock and/or purchasing or selling Coinbase's Class A common stock or other securities of Coinbase in secondary market transactions following the pricing of the notes and from time to time prior to the maturity of each series of notes (and are likely to do so during the relevant valuation periods under the capped call transactions or following any early conversion of the notes, any repurchase of the notes by Coinbase on any fundamental change repurchase date, any redemption date (with respect to the 2032 notes) or any other date on which the notes are retired by Coinbase, in each case if Coinbase exercises its option to terminate the relevant portion of the capped call transactions). This activity could also cause or avoid an increase or a decrease in the market price of Coinbase's Class A common stock or the notes, which could affect the ability of noteholders to convert the notes and, to the extent the activity occurs during any observation period related to a conversion of a series of notes, it could affect the number of shares of Class A common stock, if any, and value of the consideration that noteholders will receive upon conversion of the applicable notes. Coinbase intends to use a portion of the net proceeds from the offering to pay the cost of the capped call transactions relating to each series of notes. If the initial purchasers exercise their options to purchase additional 2029 notes and/or 2032 notes, Coinbase expects to use a portion of the net proceeds from the sale of such additional notes to enter into additional capped call transactions with the option counterparties with respect to the relevant series of notes as to which the option was exercised. Coinbase intends to use the remainder of the net proceeds from the offering for general corporate purposes, which may include working capital, capital expenditures and investments in and acquisitions of other companies, products or technologies that Coinbase may identify from time to time, as well as to repurchase, repay at maturity, or repurchase or redeem prior to maturity, as applicable, from time to time and subject to market conditions, shares of its Class A common stock and/or its outstanding 0.50% Convertible Senior Notes due 2026, 3.375% Senior Notes due 2028, 3.625% Senior Notes due 2031 and 0.25% Convertible Senior Notes due 2030. The notes will only be offered and sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act by means of a private offering memorandum. Neither the notes nor the shares of Coinbase's Class A common stock potentially issuable upon conversion of the notes, if any, have been, or will be, registered under the Securities Act or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States, except pursuant to an applicable exemption from such registration requirements. This announcement is neither an offer to sell nor a solicitation of an offer to buy any of the notes or any shares of Class A common stock potentially issuable upon conversion of the notes and shall not constitute an offer, solicitation, or sale in any jurisdiction in which such offer, solicitation, or sale is unlawful. About Coinbase Crypto creates economic freedom by ensuring that people can participate fairly in the economy, and Coinbase (Nasdaq: COIN) is on a mission to increase economic freedom for more than 1 billion people. Coinbase is updating the century-old financial system by providing a trusted platform that makes it easy for people and institutions to engage with crypto assets, including trading, staking, safekeeping, spending, and fast, free global transfers. Coinbase also provides critical infrastructure for onchain activity and support builders who share its vision that onchain is the new online. And together with the crypto community, Coinbase advocates for responsible rules to make the benefits of crypto available around the world. Cautionary Statement Regarding Forward-Looking Statements This press release contains 'forward-looking statements' including, among other things, statements relating to the completion, timing, and size of the proposed offering, the granting of options to purchase additional notes, the potential effects of capped call transactions, and the expected use of proceeds from the offering. Statements containing words such as 'could,' 'believe,' 'expect,' 'intend,' 'will,' or similar expressions constitute forward-looking statements. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties that could cause actual results to differ materially, including, but not limited to, whether or not Coinbase will offer the notes or consummate the offering, the final terms of the offering, prevailing market conditions, the anticipated principal amount of the notes, which could differ based upon market conditions, the anticipated use of the net proceeds of the offering, which could change as a result of market conditions or for other reasons, the impact of general economic, industry or political conditions in the United States or internationally, and whether the capped call transactions will become effective. The foregoing list of risks and uncertainties is illustrative, but is not exhaustive. For information about other potential factors that could affect Coinbase's business and financial results, please review the 'Risk Factors' described in Coinbase's Annual Report on Form 10-K for the year ended December 31, 2024 and in Coinbase's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, filed with the Securities and Exchange Commission (the 'SEC') and in Coinbase's other filings with the SEC. Except as may be required by law, Coinbase undertakes no obligation, and does not intend, to update these forward-looking statements after the date of this release.
Business Wire
20-06-2025
- Business
- Business Wire
PENN Entertainment, Inc. Announces Final Settlement Terms of Previously Announced Note Repurchase Transactions
WYOMISSING, Pa.--(BUSINESS WIRE)--PENN Entertainment, Inc. ('PENN' or the 'Company') (Nasdaq: PENN) announced today the final settlement terms of its previously announced note repurchase transactions, pursuant to which the Company agreed to repurchase for cash consideration certain of the Company's outstanding 2.75% Convertible Senior Notes due 2026 (the 'Convertible Senior Notes') through separate and privately negotiated repurchase transactions (such repurchased notes, the 'Repurchased Notes', and each such transaction, a 'Note Repurchase Transaction'). The aggregate cash payment for such Note Repurchase Transactions is approximately $233.5 million, which was determined following an averaging period beginning on June 16, 2025 through June 18, 2025 and is inclusive of accrued and unpaid interest on the Repurchased Notes. After giving effect to the repurchase and cancellation of the Repurchased Notes, the Company will have approximately $106.7 million in aggregate principal amount of Convertible Senior Notes outstanding. The Note Repurchase Transactions eliminate approximately 9.6 million shares from the Company's diluted share count that were associated with the Convertible Senior Notes. Additionally, the Company remains committed to its previously stated goal to repurchase at least $350 million of shares in 2025, which is incremental to the Note Repurchase Transactions. HudsonWest LLC acted as exclusive financial advisor to the Company in connection with the Note Repurchase Transactions. About PENN Entertainment, Inc. PENN Entertainment, Inc., together with its subsidiaries ('PENN,' or the 'Company'), is North America's leading provider of integrated entertainment, sports content, and casino gaming experiences. PENN operates in 28 jurisdictions throughout North America, with a broadly diversified portfolio of casinos, racetracks, and online sports betting and iCasino offerings under well-recognized brands including Hollywood Casino ®, L'Auberge ®, ESPN BET™, and theScore BET Sportsbook and Casino ®. PENN's ability to leverage its partnership with ESPN, the 'worldwide leader in sports,' and its ownership of theScore ®, the top digital sports media brand in Canada, is central to the Company's highly differentiated strategy to expand its footprint and efficiently grow its customer ecosystem. PENN's focus on organic cross-sell opportunities is reinforced by its market-leading retail casinos, sports media assets, and technology, including a proprietary state-of-the-art, fully integrated digital sports and iCasino betting platform, and an in-house iCasino content studio (PENN Game Studios). The Company's portfolio is further bolstered by its industry-leading PENN Play™ customer loyalty program, offering its approximately 32 million members a unique set of rewards and experiences. Forward Looking Statements This press release contains 'forward-looking statements' within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by the use of forward-looking terminology such as 'expects,' 'believes,' 'estimates,' 'projects,' 'intends,' 'plans,' 'goal,' 'seeks,' 'may,' 'will,' 'should,' or 'anticipates' or the negative or other variations of these or similar words, or by discussions of future events, strategies or risks and uncertainties. Specifically, forward-looking statements include, but are not limited to, statements regarding the Company's commitment to repurchase shares. Such statements are all subject to risks, uncertainties and changes in circumstances that could significantly affect the Company's future financial results and business. Accordingly, the Company cautions that the forward-looking statements contained herein are qualified by important factors that could cause actual results to differ materially from those reflected by such statements. Such factors include: the effects of economic and market conditions in the markets in which the Company operates or otherwise, including the impact of global supply chain disruptions, price inflation, changes in interest rates, economic downturns, changes in trade policies, and geopolitical and regulatory uncertainty; competition with other entertainment, sports content, and gaming experiences; the timing, cost and expected impact of product and technology investments; risks relating to operations, permits, licenses, financings, approvals and other contingencies in connection with growth in new or existing jurisdictions; our ability to successfully acquire and integrate new properties and operations and achieve expected synergies from acquisitions; the availability of future borrowings under our Amended Credit Facilities or other sources of capital to enable us to service our indebtedness, make anticipated capital expenditures or pay off or refinance our indebtedness prior to maturity; the impact of indemnification obligations under the Barstool SPA; our ability to achieve the anticipated financial returns from the Sportsbook Agreement with ESPN, including due to fees, costs, taxes, or circumstances beyond the Company's or ESPN's control; the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the Company and ESPN to terminate the Sportsbook Agreement between the companies; the ability of the Company and ESPN to agree to extend the initial 10-year term of the Sportsbook Agreement on mutually satisfactory terms, if at all, and the costs and obligations of such terms if agreed; the outcome of any legal proceedings that may be instituted against the Company, ESPN or their respective directors, officers or employees; the ability of the Company or ESPN to retain and hire key personnel; the impact of new or changes in current laws, regulations, rules or other industry standards; the impact of activist shareholders; adverse outcomes of litigation involving the Company, including litigation in connection with our 2025 annual meeting of shareholders; our ability to maintain our gaming licenses and concessions and comply with applicable gaming law, changes in current laws, regulations, rules or other industry standards, and additional factors described in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, each as filed with the U.S. Securities and Exchange Commission. The Company does not intend to update publicly any forward-looking statements except as required by law. Considering these risks, uncertainties and assumptions, the forward-looking events discussed in this press release may not occur.
Business Wire
13-06-2025
- Business
- Business Wire
Cloudflare, Inc. Announces Pricing of Offering of $1.75 Billion of 0% Convertible Senior Notes Due 2030
SAN FRANCISCO--(BUSINESS WIRE)--Cloudflare, Inc. ('Cloudflare') (NYSE: NET) today announced the pricing of $1.75 billion aggregate principal amount of Convertible Senior Notes due 2030 (the 'notes') in a private offering (the 'offering') to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act of 1933, as amended (the 'Securities Act'). Cloudflare also granted the initial purchasers of the notes a 13-day option to purchase up to an additional $250 million aggregate principal amount of the notes solely to cover over-allotments. The sale of the notes to the initial purchasers is expected to settle on June 17, 2025, subject to customary closing conditions, and is expected to result in approximately $1.72 billion in net proceeds to Cloudflare after deducting the initial purchasers' discount and estimated offering expenses payable by Cloudflare (assuming no exercise of the initial purchasers' option to purchase additional notes). The notes will be senior, unsecured obligations of Cloudflare. The notes will not bear regular interest and the principal amount of the notes will not accrete. The notes will mature on June 15, 2030, unless earlier redeemed, repurchased, or converted in accordance with their terms. Cloudflare may not redeem the notes prior to June 20, 2028. Cloudflare may redeem for cash all or any portion of the notes, at its option, on or after June 20, 2028, if the last reported sale price of Cloudflare's Class A common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on and including the trading day preceding the date on which Cloudflare provides notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus any accrued and unpaid special interest to, but excluding, the redemption date. No sinking fund is provided for the notes, which means that Cloudflare is not required to redeem or retire the notes periodically. Holders of the notes will have the right to require Cloudflare to repurchase for cash all or a portion of their notes upon the occurrence of a fundamental change (as defined in the indenture governing the notes) at a purchase price of 100% of their principal amount plus any accrued and unpaid special interest. The notes will be convertible at an initial conversion rate of 4.0376 shares of Cloudflare's Class A common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $247.67 per share, which represents a conversion premium of approximately 45% to the last reported sale price of $170.81 per share of Cloudflare's Class A common stock on The New York Stock Exchange on June 12, 2025), subject to adjustment in certain circumstances. Prior to the close of business on the business day immediately preceding March 15, 2030, the notes will be convertible at the option of the noteholders only upon the satisfaction of specified conditions and during certain periods. On or after March 15, 2030 until the close of business on the second scheduled trading day preceding the maturity date, the notes will be convertible at the option of the noteholders at any time regardless of these conditions. Conversions of the notes will be settled in cash, shares of Cloudflare's Class A common stock, or a combination thereof, at Cloudflare's election. In connection with the pricing of the notes, Cloudflare entered into privately negotiated capped call transactions with certain of the initial purchasers and/or their respective affiliates and/or other financial institutions (the 'option counterparties'). The capped call transactions cover, subject to anti-dilution adjustments, the number of shares of Class A common stock underlying the notes sold in the offering. The capped call transactions are generally expected to offset potential dilution to Cloudflare's Class A common stock upon any conversion of the notes and/or reduce any cash payments Cloudflare is required to make in excess of the principal amount of converted notes, as the case may be, with such offset and/or reduction subject to a cap. The cap price of the capped call transactions is initially approximately $469.73 per share, which represents a premium of approximately 175% over the last reported sale price of Cloudflare's Class A common stock of $170.81 per share on June 12, 2025, and is subject to certain adjustments under the terms of the capped call transactions. Cloudflare has been advised that, in connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to purchase shares of Cloudflare's Class A common stock and/or enter into various derivative transactions with respect to the Class A common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of Cloudflare's Class A common stock or the notes at that time. In addition, Cloudflare has been advised that the option counterparties and/or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to the Class A common stock and/or by purchasing or selling shares of the Class A common stock or other securities of Cloudflare in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so following any early conversion, repurchase, or redemption of the notes, to the extent Cloudflare unwinds a corresponding portion of the capped call transactions, or if Cloudflare otherwise unwinds all or a portion of the capped call transactions, and during the observation period for the conversion of notes on or after March 15, 2030). This activity could also cause or avoid an increase or a decrease in the market price of the Class A common stock or the trading price of the notes, which could affect the ability of noteholders to convert the notes and could affect the number of shares, if any, and value of the consideration that noteholders will receive upon conversion of the notes. Cloudflare intends to use approximately $248.0 million of the net proceeds from the offering of the notes to pay the cost of the capped call transactions. If the initial purchasers exercise their option to purchase additional notes, Cloudflare expects to use a portion of the net proceeds from the sale of such additional notes to enter into additional capped call transactions with the option counterparties. Cloudflare intends to use the remainder of the net proceeds from the offering for general corporate purposes, which may include working capital, capital expenditures, repayment of outstanding indebtedness, and potential acquisitions and strategic transactions. The notes were only offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act by means of a private offering memorandum. Neither the notes nor the shares of Cloudflare's Class A common stock potentially issuable upon conversion of the notes, if any, have been, or will be, registered under the Securities Act or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States, except pursuant to an applicable exemption from such registration requirements. This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction.
Yahoo
09-06-2025
- Business
- Yahoo
Xometry Announces Proposed $225 Million Offering of Convertible Senior Notes
NORTH BETHESDA, Md., June 09, 2025 (GLOBE NEWSWIRE) -- Xometry, Inc. ('Xometry') (XMTR), the global AI-powered marketplace connecting buyers with suppliers of manufacturing services, today announced its intent to offer, subject to market conditions and other factors, $225 million aggregate principal amount of Convertible Senior Notes due 2030 (the 'Notes') in a private placement (the 'Offering') to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the 'Securities Act'). Xometry also intends to grant the initial purchasers of the Notes an option to purchase, within a 13-day period beginning on, and including, the date on which the Notes are first issued, up to an additional $25 million aggregate principal amount of Notes. The Notes will be general unsecured obligations of Xometry and will accrue interest payable semiannually in arrears. Upon conversion, Xometry will pay or deliver, as the case may be, cash, shares of Xometry's Class A common stock or a combination of cash and shares of Xometry's Class A common stock, at its election. The interest rate, initial conversion rate and other terms of the Notes will be determined at the time of pricing of the Offering. Xometry expects to use the net proceeds from the Offering, together with cash on hand, if necessary, (i) to pay the cost of the capped call transactions described below, (ii) to use up to $25 million to repurchase shares of Xometry's Class A common stock concurrently with the pricing of the Offering as described below, and (iii) to repurchase for cash a portion of Xometry's outstanding 1.00% Convertible Senior Notes due 2027 (the '2027 notes') as described below. If the initial purchasers exercise their option to purchase additional notes, Xometry expects to use any additional proceeds from the Offering to enter into additional capped call transactions and for working capital and other general corporate purposes, which may include additional repurchases of the 2027 notes from time to time following the Offering, and acquisitions of, or strategic investments in, complementary businesses, products, services or technologies. However, Xometry does not have agreements or commitments with respect to any such acquisition or strategic investment at this time. In connection with the pricing of the Notes, Xometry expects to enter into capped call transactions with one or more of the initial purchasers or affiliates thereof and/or other financial institutions (the 'Option Counterparties'). The capped call transactions will cover, subject to customary adjustments, the number of shares of Xometry's Class A common stock initially underlying the Notes. The capped call transactions are expected generally to reduce the potential dilution to Xometry's Class A common stock upon any conversion of Notes and/or offset any cash payments Xometry is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap. In connection with establishing their initial hedges of the capped call transactions, Xometry expects the Option Counterparties or their respective affiliates will enter into various derivative transactions with respect to Xometry's Class A common stock and/or purchase shares of Xometry's Class A common stock concurrently with or shortly after the pricing of the Notes, including with, or from, as the case may be, certain investors in the Notes. This activity could increase (or reduce the size of any decrease in) the market price of Xometry's Class A common stock or the Notes at that time. In addition, the Option Counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Xometry's Class A common stock and/or purchasing or selling Xometry's Class A common stock or other securities of Xometry in secondary market transactions following the pricing of the Notes and prior to the maturity of the Notes (and are likely to do so during the 40 trading day period beginning on the 41st scheduled trading day prior to the maturity date of the Notes, or, to the extent Xometry exercises the relevant election under the capped call transactions, following any repurchase, redemption or conversion of the Notes). This activity could also cause or avoid an increase or a decrease in the market price of Xometry's Class A common stock or the Notes which could affect a noteholder's ability to convert the Notes and, to the extent the activity occurs during any observation period related to a conversion of Notes, it could affect the number of shares, if any, and value of the consideration that a noteholder will receive upon conversion of its Notes. Xometry expects to use up to $25 million of the net proceeds from the Offering, together with cash on hand, if necessary, to repurchase shares of Xometry's Class A common stock from purchasers of the Notes in the Offering in privately negotiated transactions effected with or through one of the initial purchasers or one of its affiliates concurrently with the pricing of the Offering. Xometry expects to repurchase these shares at a purchase price per share equal to the last reported sale price per share of Xometry's Class A common stock on the date of pricing of the Offering. No assurance can be given as to how much, if any, of Xometry's Class A common stock will be repurchased or the terms on which it will be repurchased. These share repurchases could increase (or reduce the size of any decrease in) the market price of Xometry's Class A common stock prior to, concurrently with or shortly after the pricing of the Notes, and could result in a higher effective conversion price for the Notes. Xometry cannot predict the magnitude of such market activity or the overall effect it will have on the price of the Notes in the Offering or Xometry's Class A common stock. The Offering is not contingent upon the repurchase of any of Xometry's Class A common stock. Xometry expects to use a portion of the net proceeds from the Offering, together with cash on hand, if necessary, to repurchase for cash a portion of its 2027 notes in privately negotiated transactions effected with or through one of the initial purchasers or one of its affiliates concurrently with the pricing of the Offering (each, a 'note repurchase transaction'). The terms of each note repurchase transaction will depend on several factors, including the market price of Xometry's Class A common stock and the trading price of the 2027 notes at the time of such note repurchases. No assurance can be given as to how much, if any of the 2027 notes will be repurchased or the terms on which they will be repurchased. Xometry may also repurchase additional outstanding 2027 notes following completion of the Offering. The Offering is not contingent upon the repurchase of the 2027 notes. In connection with any note repurchase transaction, Xometry expects that holders of the 2027 notes who agree to have their 2027 notes repurchased and who have hedged their equity price risk with respect to such 2027 notes (the 'hedged holders') will unwind all or part of their hedge positions by buying Xometry's Class A common stock and/or entering into or unwinding various derivative transactions with respect to Xometry's Class A common stock. The amount of Xometry's Class A common stock to be purchased by the hedged holders may be substantial in relation to the historic average daily trading volume of Xometry's Class A common stock. This activity by the hedged holders could increase (or reduce the size of any decrease in) the market price of Xometry's Class A common stock, including concurrently with the pricing of the Notes, resulting in a higher effective conversion price of the Notes. Xometry cannot predict the magnitude of such market activity or the overall effect it will have on the price of the Notes or Xometry's Class A common stock. The Notes and shares of Xometry's Class A common stock issuable upon conversion of the Notes, if any, have not been and will not be registered under the Securities Act, any state securities laws or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws. This press release is neither an offer to sell nor a solicitation of an offer to buy any of these securities nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction. Forward-Looking Statements This press release contains 'forward-looking' statements that involve risks and uncertainties, including statements concerning the proposed terms of the Notes and the capped call transactions, the size of the proposed Offering of the Notes, the Class A common stock repurchase transactions, the note repurchase transactions, and the anticipated use of the net proceeds from the Offering. In some cases, you can identify forward-looking statements because they contain words such as 'may,' 'will,' 'should,' 'expect,' 'plan,' 'anticipate,' 'could,' 'would,' 'intend,' 'target,' 'project,' 'contemplate,' 'believe,' 'estimate,' 'predict,' 'potential' or 'continue' or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual events to differ materially from Xometry's plans, including those more fully described in our filings with the Securities and Exchange Commission ('SEC') from time to time, including our Annual Report on Form 10-K for the year ended December 31, 2024 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025. All forward-looking statements in this press release are based on information available to Xometry and assumptions and beliefs as of the date hereof, and Xometry disclaims any obligation to update any forward-looking statements, except as required by law. About Xometry Xometry's (NASDAQ: XMTR) AI-powered marketplace, popular Thomasnet® industrial sourcing platform and suite of cloud-based services are rapidly digitizing the manufacturing industry. Xometry provides manufacturers the critical resources they need to grow their business and makes it easy for buyers to get the instant pricing and lead times to create locally resilient supply chains. Investor Contact: Shawn MilneVP Investor Media Contact: Lauran Cacciatori Global Corporate Communications Matthew Hutchison Global Corporate in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
