[144] GeneDx Holdings Corp. SEC Filing

Rhea-AI Filing Summary

GeneDx Holdings Corp. (WGS) – Form 144 insider selling notice. The filing discloses that Katherine Stueland intends to sell a total of 29,302 Class A common shares on or around 1 July 2025. The sales will be executed through two brokers—Morgan Stanley Smith Barney (16,425 shares) and Merrill Lynch (12,877 shares)—on the NASDAQ.

The aggregate market value of the planned sale is stated at $2.69 million, based on the prices implied in the notice. GeneDx reports 28,723,440 shares of Class A common stock outstanding, so the planned disposition represents roughly 0.10 % of the float.

The shares were originally acquired via restricted stock unit (RSU) grants dated 2 May 2022, 9 Dec 2022 and 26 Apr 2023, matching exactly the number now slated for sale. The filer affirms that no material non-public adverse information is known at the time of the notice.

Recent insider activity: The same individual sold 62,888 shares in four transactions between 9 Apr 2025 and 16 Jun 2025, generating $5.36 million in gross proceeds. Combining completed and proposed transactions, insider sales over the recent three-month window would total 92,190 shares, or about 0.32 % of shares outstanding.

Investor takeaway: While the absolute percentage of shares is small, the continued pattern of insider selling—particularly by a named executive—can be interpreted as a modest negative sentiment signal. No financial performance data accompanies the filing, and the sale is conducted under standard Rule 144 provisions, suggesting it is a routine liquidity event rather than a corporate action.

Positive

• None.

Negative

• Continued insider selling: Proposed sale of 29,302 shares follows 62,888 shares already sold in the prior three months, signaling possible reduced executive confidence.
• Potential sentiment overhang: Repeated Form 144 filings within a short window may pressure the share price despite the small relative volume.

Insights

Financial Analyst

TL;DR – Small (0.10 %) planned insider sale adds to recent disposals; modest negative signal, not financially material.

The Form 144 reveals that Katherine Stueland will dispose of 29,302 RSU-derived shares, valued at roughly $2.7 million. When combined with 62,888 shares already sold this quarter, insider outflow reaches 92,190 shares (0.32 % of shares outstanding). The sale size is immaterial to market liquidity, but persistent executive selling can weigh on investor sentiment, especially for micro-/small-cap names like GeneDx. No price, earnings or operational data are included, so there is no immediate implication for valuation; however, buy-side desks often view repeat Form 144 filings within short intervals as a mild overhang.

Corporate Governance Specialist

TL;DR – Routine Rule 144 filing; volume limited, but clustered insider sales invite governance scrutiny.

Rule 144 filings signal that shares are ‘available for sale’ rather than confirming execution, yet they still highlight insider intent. GeneDx’s executive has already liquidated stock four times in the past three months and now files for another sale dated 1 July 2025. While permissible, successive sales may prompt investors to question alignment of management incentives with long-term shareholders. The company’s outstanding share count of 28.7 million dilutes the impact, but communication around equity-compensation strategy and trading plans (10b5-1) would help mitigate perception risk.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Class A Common Stock	Morgan Stanley Smith Barney 2000 Westchester Avenue Purchase NY 10577	16425	1516200	28723440	07/01/2025	NASDAQ
Class A Common Stock	Merrill Lynch 2049 Century Park E Ste 1200 Los Angeles CA 90067	12877	1177600	28723440	07/01/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Class A Common Stock	05/02/2022	Restricted Stock Unit Granted	Issuer			1720	05/02/2022	N/A
Class A Common Stock	12/09/2022	Restricted Stock Unit Granted	Issuer			2908	12/09/2022	N/A
Class A Common Stock	04/26/2023	Restricted Stock Unit Granted	Issuer			8249	04/26/2023	N/A
Class A Common Stock	05/02/2022	Restricted Stock Unit Granted	Issuer			2182	05/02/2022	N/A
Class A Common Stock	12/09/2022	Restricted Stock Unit Granted	Issuer			3686	12/09/2022	N/A
Class A Common Stock	04/26/2023	Restricted Stock Unit Granted	Issuer			10557	04/26/2023	N/A

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Katherine Stueland 333 Ludlow St, North Tower 6th Floor Stamford CT 06902	Class A Common Stock	04/09/2025	46594	4175800
Katherine Stueland 333 Ludlow St, North Tower 6th Floor Stamford CT 06902	Class A Common Stock	04/29/2025	2154	243600
Katherine Stueland 333 Ludlow St, North Tower 6th Floor Stamford CT 06902	Class A Common Stock	06/09/2025	3639	264100
Katherine Stueland 333 Ludlow St, North Tower 6th Floor Stamford CT 06902	Class A Common Stock	06/16/2025	10501	680100

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many GeneDx (WGS) shares is the insider planning to sell?

29,302 Class A common shares are listed for potential sale under this Form 144 notice.

What is the market value of the proposed insider sale?

The aggregate market value stated is approximately $2.69 million.

How significant is the sale relative to GeneDx’s total shares outstanding?

The proposed sale equals roughly 0.10 % of the 28.7 million shares outstanding.

Has the same insider sold shares recently?

Yes. The filer sold 62,888 shares between 9 Apr 2025 and 16 Jun 2025, generating $5.36 million in proceeds.

What is the earliest sale date indicated in the filing?

The notice lists an approximate sale date of 1 July 2025.