GeneDx (WGS) CEO uses share sale to cover RSU tax obligations

Rhea-AI Filing Summary

GeneDx Holdings Corp.'s chief executive officer Katherine Stueland reported routine equity activity tied to restricted stock units. On January 29, 2026 she settled 3,874 RSUs into the same number of Class A common shares for no cash cost, then sold 1,653 shares at a weighted average price of $93.9957 to cover tax withholding obligations through a non‑discretionary “sell to cover” transaction. After these moves she directly owned 16,458 Class A shares, along with RSUs representing contingent rights to receive up to 411,494 additional shares and options to purchase up to 107,610 shares, which vest according to their existing schedules.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Stueland Katherine

(Last) (First) (Middle)

C/O GENEDX HOLDINGS CORP.

333 LUDLOW ST., NORTH TOWER, 6TH FLOOR

(Street)

STAMFORD CT 06902

(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		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF EXECUTIVE OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2026

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

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	01/29/2026		M		3,874	A	$0(1)	18,111	D
Class A Common Stock	01/29/2026		S(2)		1,653	D	$93.9957(3)	16,458(4)	D

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	(1)	01/29/2026		M			3,874	(5)	(5)	Class A Common Stock	3,874	$0	3,874	D

Explanation of Responses:

1. 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.

2. The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of RSUs. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $93.53 to $94.00, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. Following the reported sale undertaken to satisfy tax withholding liabilities, in addition to the 16,458 shares of Class A Common Stock beneficially owned by the Reporting Person, the Reporting Person beneficially owned RSUs representing contingent rights to receive up to an aggregate of 411,494 shares of Class A Common Stock and options to purchase up to an aggregate of 107,610 shares of Class A Common Stock, which RSUs and options vest according to their respective terms.

5. 25% of the total award vested on each of April 29, 2023 and April 29, 2024, and an additional 6.25% of the total award vested or vests thereafter on each quarterly anniversary, subject to the Reporting Person's continued service to the Issuer on each vesting date, with the last tranche scheduled to vest on April 29, 2026. These RSUs do not have an expiration date; they either vest or are cancelled prior to the vesting date.

	/s/ Bridget Brown, Attorney-in-Fact	02/02/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did WGS CEO Katherine Stueland report?

Katherine Stueland reported settling 3,874 restricted stock units into Class A common shares, then selling 1,653 shares. The sales were executed on January 29, 2026 and were tied to covering tax withholding obligations from the RSU vesting, rather than a discretionary share sale.

How many GeneDx (WGS) shares did the CEO sell and at what price?

The CEO sold 1,653 shares of GeneDx Holdings Class A Common Stock. The reported weighted average sale price was $93.9957 per share, based on multiple trades between $93.53 and $94.00, executed to satisfy tax withholding from the vesting and settlement of RSUs.

Why did the WGS CEO’s GeneDx shares get sold in this Form 4 filing?

The shares were sold to cover tax withholding obligations from the vesting and settlement of restricted stock units. The filing explains this was a predetermined “sell to cover” transaction designed to fund required taxes, and it did not represent a discretionary sale decision by the CEO.

How many GeneDx (WGS) shares does the CEO hold after this transaction?

After the reported activity, the CEO directly owned 16,458 shares of GeneDx Class A Common Stock. In addition, she beneficially owned RSUs tied to up to 411,494 shares and stock options covering up to 107,610 shares, all vesting under their existing award terms.

What are the key details of the WGS CEO’s RSU vesting schedule?

For this RSU award, 25% vested on April 29, 2023 and another 25% on April 29, 2024. An additional 6.25% vests on each quarterly anniversary thereafter, subject to continued service, with the final tranche scheduled to vest on April 29, 2026 if service conditions are met.

What does each GeneDx (WGS) RSU represent for the CEO?

Each restricted stock unit represents a contingent right to receive one share of GeneDx Holdings’ Class A Common Stock upon settlement for no cash consideration. The units either vest on their scheduled dates, delivering shares, or are cancelled if vesting conditions are not satisfied beforehand.