[Form 4] GeneDx Holdings Corp. Insider Trading Activity

Rhea-AI Filing Summary

GeneDx Holdings Corp. chief financial officer Kevin Feeley reported RSU vesting and a related tax sale of common stock. On June 9, 2026, restricted stock units converted into 2,462 shares of Class A Common Stock for no cash consideration. On the same date, he sold 1,266 shares of Class A Common Stock at $53.77 per share in an open-market transaction to cover tax withholding obligations, described as a non-discretionary “sell to cover” event. After these transactions, he beneficially owned 36,486 shares of Class A Common Stock, as well as RSUs representing up to 89,240 additional shares and options to purchase up to 25,906 shares, which vest according to their terms. The RSUs vest in 6.25% quarterly installments, contingent on continued service.

Insights

Equity compensation analyst

Routine RSU vesting with tax-related share sale; overall position remains sizable.

The filing shows GeneDx CFO Kevin Feeley having 2,462 restricted stock units settle into Class A Common Stock at $0 exercise price. This is a standard equity compensation event where RSUs convert into shares as they vest over time.

He sold 1,266 shares at $53.77 per share in an open-market transaction explicitly described as a “sell to cover” for tax withholding. The footnote clarifies this was not a discretionary trade, which generally limits any signal about his view on the stock.

Following the transactions, he directly holds 36,486 shares plus RSUs for up to 89,240 additional shares and options for up to 25,906 shares, all vesting per their schedules. Overall, the activity reflects ongoing vesting and tax settlement rather than a strategic change in his equity exposure.

Insider Trade Summary

Net Seller: 1,266 shares ($68,073)

Net Sell 3 txns

Insider Feeley Kevin

Role CHIEF FINANCIAL OFFICER

Sold 1,266 shs ($68K)

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	2,462	$0.00	--
Exercise	Class A Common Stock	2,462	$0.00	--
Sale	Class A Common Stock	1,266	$53.77	$68K

Holdings After Transaction: Restricted Stock Unit — 4,925 shares (Direct, null); Class A Common Stock — 37,752 shares (Direct, null)

Footnotes (1)

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. 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. Following the reported sale undertaken to satisfy tax withholding liabilities, in addition to the 36,486 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 89,240 shares of Class A Common Stock and options to purchase up to an aggregate of 25,906 shares of Class A Common Stock, which RSUs and options vest according to their respective terms. 6.25% of the total award vested or vests quarterly, subject to the Reporting Person's continued service to the Issuer on each vesting date, and with the first tranche vested on March 9, 2023. These RSUs do not have an expiration date; they either vest or are cancelled prior to the vesting date.

Key Figures

Shares sold: 1,266 shares Sale price: $53.77 per share Shares held after sale: 36,486 shares +4 more

7 metrics

Shares sold 1,266 shares Open-market sale on June 9, 2026

Sale price $53.77 per share Tax-related sale on June 9, 2026

Shares held after sale 36,486 shares Class A Common Stock beneficially owned post-transaction

RSUs settled 2,462 shares RSUs converted into Class A Common Stock

RSUs outstanding 89,240 shares Contingent rights to Class A Common Stock after sale

Options outstanding 25,906 shares Options to purchase Class A Common Stock

RSU vesting rate 6.25% quarterly RSU award vesting schedule starting March 9, 2023

Key Terms

Restricted Stock Unit, sell to cover, beneficially owned, tax withholding obligations, +1 more

5 terms

Restricted Stock Unit financial

"Each restricted stock unit ("RSU") represents a contingent right to receive 1 share..."

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

sell to cover financial

"The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction..."

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

beneficially owned financial

"Following the reported sale undertaken to satisfy tax withholding liabilities, in addition to the 36,486 shares of Class A Common Stock beneficially owned..."

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

tax withholding obligations financial

"shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of RSUs..."

vesting date financial

"6.25% of the total award vested or vests quarterly, subject to the Reporting Person's continued service... on each vesting date..."

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Form 4 Insider Transactions: What Each Field Means →

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^*

Feeley Kevin

(Last) (First) (Middle)

C/O GENEDX HOLDINGS CORP.

333 LUDLOW ST., NORTH TOWER, 6TH FLOOR

(Street)

STAMFORD CONNECTICUT 06902

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/09/2026

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

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

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

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	06/09/2026		M		2,462	A	$0(1)	37,752	D
Class A Common Stock	06/09/2026		S(2)		1,266	D	$53.77	36,486(3)	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)	06/09/2026		M			2,462	(4)	(4)	Class A Common Stock	2,462	$0	4,925	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. Following the reported sale undertaken to satisfy tax withholding liabilities, in addition to the 36,486 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 89,240 shares of Class A Common Stock and options to purchase up to an aggregate of 25,906 shares of Class A Common Stock, which RSUs and options vest according to their respective terms.

4. 6.25% of the total award vested or vests quarterly, subject to the Reporting Person's continued service to the Issuer on each vesting date, and with the first tranche vested on March 9, 2023. 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	06/11/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did GeneDx (WGS) CFO Kevin Feeley report?

Kevin Feeley reported RSU vesting and a related sale. On June 9, 2026, 2,462 restricted stock units converted into Class A Common Stock, and 1,266 shares were sold in the open market at $53.77 per share to cover tax withholding obligations.

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

He sold 1,266 shares of GeneDx Class A Common Stock. The sale occurred on June 9, 2026 at an average price of $53.77 per share, according to the Form 4, and was specifically described as a transaction to cover RSU-related tax withholding obligations.

Was the GeneDx (WGS) CFO’s share sale a discretionary trade?

The sale was not discretionary. A footnote explains the 1,266-share sale was conducted as a “sell to cover” transaction to fund tax withholding on RSU vesting, undertaken to satisfy tax liabilities rather than as an independent investment decision.

How many GeneDx (WGS) shares does the CFO hold after this Form 4?

Following the reported sale, Kevin Feeley beneficially owned 36,486 shares of Class A Common Stock. In addition, he beneficially owned restricted stock units for up to 89,240 shares and options for up to 25,906 shares, all vesting according to their respective terms.

What RSU and option awards does the GeneDx (WGS) CFO still have outstanding?

After the June 9, 2026 transactions, he held RSUs representing contingent rights to receive up to 89,240 shares and stock options for up to 25,906 shares of Class A Common Stock. These equity awards vest according to their stated schedules and terms described in the Form 4 footnotes.

How do Kevin Feeley’s GeneDx (WGS) RSUs vest over time?

The RSUs vest in regular quarterly installments. Specifically, 6.25% of the total RSU award vests each quarter, subject to his continued service, with the first tranche having vested on March 9, 2023; unvested RSUs will either vest or be cancelled.