GeneDx (WGS) Form 4/A: Casdin updates stake, fixes share counts

Rhea-AI Filing Summary

GeneDx Holdings (WGS) – Amended Form 4 (filed 08-07-25)

Director and 10 % owner Eli Casdin reported the vesting and immediate settlement of 12,924 RSUs on 06-18-25, converting to Class A common shares at $0 exercise cost. Following the event, Casdin now holds 20,518 shares directly and, through various affiliated entities, 3.86 million shares indirectly (3,507,164 via Casdin Partners Master Fund LP, 333,144 via CMLS Holdings LLC, and 19,247 via Casdin Partners GP LLC).

The amendment corrects prior clerical errors: earlier filings over-stated direct holdings by 1,376 shares and under-stated them by 4,452 shares in separate periods. No open-market purchases or sales occurred; transactions solely reflect RSU vesting. The RSUs will continue to vest on the earlier of the next annual meeting or one-year anniversary, contingent on service.

Investor takeaway: The filing increases disclosure accuracy but does not involve cash transactions or alter the overall economic exposure of this significant insider.

Positive

• Insider maintains significant ownership (≈3.9 M shares), indicating continued alignment with shareholders.
• Amendment increases transparency by correcting prior share-count inaccuracies.

Negative

• Repeated clerical errors in previous filings may signal weaknesses in internal compliance processes.

Insights

Corporate Governance Analyst

TL;DR: Clerical fixes and RSU vesting; minimal market impact.

The amendment primarily rectifies share-count errors, enhancing filing accuracy but leaving the insider’s economic stake essentially unchanged. The 12,924-share RSU conversion is routine compensation and cash-neutral. With roughly 3.9 million shares under control, Casdin remains a key long-term holder, which can be interpreted as alignment with shareholder interests. However, repeated clerical mistakes raise minor concerns about internal reporting controls. Given the absence of open-market buying or selling, we view the disclosure as governance-neutral for valuation purposes.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Casdin Eli

(Last) (First) (Middle)

1350 AVENUE OF THE AMERICAS

SUITE 2600

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GeneDx Holdings Corp. [ WGS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
06/23/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	06/18/2025(1)		M		12,924	A	$0(2)	20,518	D
Class A Common Stock								3,507,164	I	See Casdin Partners Master Fund, LP(3)
Class A Common Stock								19,247	I	See Casdin Partners GP, LLC(4)
Class A Common Stock								333,144	I	See CMLS Holdings LLC(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(2)	06/18/2025		A		3,576		(6)	(6)	Class A Common Stock	3,576	$0	3,576	D
Restricted Stock Unit	(2)	06/18/2025		M			12,924	(6)	(6)	Class A Common Stock	12,924	$0	0	D

Explanation of Responses:

1. Due to clerical errors in prior filings, (i) the number of Class A Common Shares held directly by Eli Casdin was overstated by 1,376 shares in Form 4 filings filed from March 6th, 2024 through June 5th, 2024; and (ii) the Form 4 filed on August 5, 2024 understated Mr. Casdin's direct Class A Common Share holdings by 4,452 shares, as it did not reflect the correct total of 7,594 shares held directly following the vesting of 5,828 RSUs on June 20, 2024. These discrepancies in Class A Common Shares held by Eli Casdin have been corrected in subsequent filings.

2. Each restricted stock unit ("RSU") represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon settlement for no consideration.

3. The securities are owned directly by the Casdin Partners Master Fund, L.P. (the "Master Fund") and may be deemed to be indirectly beneficially owned by (i) Casdin Capital, LLC, the investment adviser to the Master Fund ("Casdin"), (ii) Casdin Partners GP, LLC, the general partner of the Master Fund (the "GP"), and (iii) Eli Casdin, the managing member of Casdin and the GP.

4. The securities are owned directly by the GP and may be deemed to be indirectly beneficially owned by Eli Casdin, the managing member of the GP.

5. The securities are owned directly by CMLS Holdings LLC ("CMLS Holdings"). The Board of Managers of CMLS Holdings includes Eli Casdin, who, as a member of the Board of Managers of CMLS Holdings, shares voting and investment discretion with respect to the common stock held by CMLS Holdings.

6. The RSUs shall vest the earlier of (a) the date of the next annual meeting of the Issuer's shareholders following the grant date, and (b) the first anniversary of the grant date, subject to the Reporting Person continuing to provide services to the Issuer through each vesting date.

Remarks:

This Form 4 is being amended to include footnote 1. The Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

	/s/ Eli Casdin, Eli Casdin	08/07/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did Eli Casdin report in the amended Form 4 for WGS?

He reported the vesting and settlement of 12,924 RSUs into Class A shares on 06-18-25.

How many GeneDx shares does Casdin now own directly?

After the transaction, he holds 20,518 Class A shares directly.

What is Casdin’s total indirect ownership in GeneDx?

Through affiliated entities he controls about 3.86 million additional shares.

Did the filing involve any cash purchases or sales?

No. The transactions were non-cash RSU conversions at $0 exercise price.

Why was the Form 4 amended?

To correct previous over- and under-statements of Casdin’s direct share count caused by clerical errors.

Do the corrected errors affect GeneDx’s financial statements?

The errors relate only to insider ownership records and do not impact the company’s financials.