Increased adipocyte size is hypothesized to signal the recruitment of adipose progenitor cells (APCs) to expand tissue storage capacity. To investigate depot- and sex-differences in adipose growth, male and female C57BL/6J mice (10-weeks-old) were challenged with high fat (HF) or low fat (LF) diets (D) for 14 weeks. The HFD increased gonadal (GON) depot weight by adipocyte hypertrophy and hyperplasia in females, but hypertrophy alone in males. In both sexes, inguinal (ING) adipocytes were smaller than GON and depot expansion was due to hypertrophy. Matrix metalloproteinase 3 (Mmp3), an anti-adipogenic factor, and its inhibitors, Timps modulate the extracellular matrix remodeling needed for depot expansion. Mmp3 mRNA was depot different (ING>GON), higher in females than males and mainly expressed in APCs. In males, HFD-induced obesity increased tissue and APC Mmp3 mRNA levels and MMP3 protein and enzymatic activity. In females however, HFD significantly decreased MMP3 protein without affecting its mRNA levels. MMP3 activity also decreased (significant in ING). Timp4 mRNA was mainly expressed in adipocytes, and HFD-induced obesity tended to increase the ratio of TIMP4 to MMP3 protein in females, while decreasing it in males. Overexpression of Mmp3 in 3T3-L1 preadipocytes or rhMMP3 protein added to primary human preadipocytes inhibited differentiation, while rhTIMP4 improved adipogenesis and attenuated the inhibitory effect of rhMMP3. These data suggest that HFD-induced obesity downregulates APC MMP3 expression to trigger adipogenesis and adipocyte TIMP4 may modulate this process to regulate hyperplastic vs. hypertrophic adipose tissue expansion, fat distribution and metabolic health in a sex- and depot-dependent manner.