[144] GeneDx Holdings Corp. SEC Filing

Rhea-AI Filing Summary

GeneDx Holdings Corp. (WGS) filing a Form 144 notifies the market that 39,222 shares of common stock are proposed for sale on 08/27/2025 through Merrill Lynch on Nasdaq, with an aggregate market value of $4,990,000. The company reports 28,726,248 shares outstanding, so the sale represents a small portion of the outstanding shares.

The shares to be sold were acquired in two tranches: 38,072 shares bought on the open market on 12/31/2023 for cash, and 1,150 shares from RSU vesting on 06/18/2025. No securities were reported sold by the selling person in the past three months. The filer attests there is no undisclosed material adverse information.

Positive

• Transparent disclosure of proposed sale details including acquisition dates, payment method, and broker.
• Attestation that no undisclosed material adverse information is known by the selling person.

Negative

• Insider sale of 39,222 shares is planned, which could be interpreted negatively by some investors despite its small size.

Insights

Securities Analyst

TL;DR: Small insider sale disclosed: 39,222 shares (~0.14% of outstanding) for $4.99M, likely immaterial to valuation.

The Form 144 documents a proposed sale under Rule 144 through Merrill Lynch on Nasdaq. The bulk of the shares were purchased in the open market on 12/31/2023 and paid in cash; a small portion stems from RSU vesting on 06/18/2025. Given the stated outstanding share count of 28,726,248, the volume represents a fractional percentage of the float, suggesting limited direct market impact. The filing includes the required attestation regarding undisclosed material information.

Corporate Governance Expert

TL;DR: The disclosure shows compliance with Rule 144 and trading transparency; sale size appears modest relative to shares outstanding.

This Form 144 provides the seller's acquisition history and payment details, which supports regulatory transparency. The mix of open-market purchases and RSU vesting is documented, and there are no reported sales in the prior three months. The signature/attestation language is present, aligning with required representations. From a governance perspective, the filing meets procedural expectations without revealing additional governance concerns.

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

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
Common	Merrill Lynch 2049 Century Park E Ste 1200 Los Angeles CA 90067	39222	4990000.00	28726248	08/27/2025	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 *
Common	12/31/2023	Open market acquisition	n/a			38072	12/31/2023	cash
Common	06/18/2025	RSU Vest	Issuer			1150	08/27/2025	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

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

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

What does GeneDx (WGS) report in this Form 144?

The filer proposes to sell 39,222 common shares on 08/27/2025 via Merrill Lynch on Nasdaq, with an aggregate value of $4,990,000.

How many shares outstanding does the filing state for WGS?

The filing lists 28,726,248 shares outstanding.

When and how were the shares being sold acquired?

38,072 shares were acquired in the open market on 12/31/2023 (cash) and 1,150 shares vested as RSUs on 06/18/2025.

Were any shares sold by the filer in the past three months?

The filing states Nothing to Report for securities sold during the past three months.

Does the filer assert there is any undisclosed material information?

By signing the notice, the filer represents they do not know any material adverse information about the issuer that has not been publicly disclosed.