WGS Insider Report: 6,546 RSUs Settled; Sales to Cover Taxes

Rhea-AI Filing Summary

Katherine Stueland, Chief Executive Officer and Director of GeneDx Holdings Corp. (WGS), reported transactions on 09/09/2025 showing settlement of 6,546 RSUs for no consideration and contemporaneous sales to cover tax withholding. The Form 4 shows two sales: 3,639 shares at $128.05 and 18 shares at $129.079, leaving the reporting person with 6,329 shares of Class A common stock beneficially owned.

In addition to those shares, the filing discloses contingent rights to 463,289 RSUs and options to purchase 107,610 shares, which vest per their terms. The RSUs vested at 6.25% quarterly starting March 9, 2023. The report was signed by attorney-in-fact on 09/11/2025.

Positive

• Transparent disclosure of RSU settlement, sales to cover taxes, and remaining beneficial ownership.
• Significant unvested equity incentives remain (463,289 RSUs and 107,610 options), aligning executive interests with shareholders.

Negative

• Immediate dilution potential from a large pool of unvested RSUs and outstanding options (totaling 570,899 instruments).
• Sell-to-cover sales reduced direct share ownership to 6,329 shares, lowering the reporting person’s current voting stake.

Insights

Financial Analyst

TL;DR: Routine vesting and sell-to-cover tax sales by the CEO; not an unusual liquidity event and does not indicate a change in control.

The report documents the mechanical settlement of 6,546 RSUs and limited open-market dispositions solely to satisfy tax withholding. The sizes of the sales (3,639 and 18 shares) are small relative to the total contingent equity (over 570,000 instruments when combining RSUs and options) and therefore likely immaterial to ownership concentration. No exercise of options for cash proceeds or large block disposals were reported. Maintain focus on future vesting schedules and any larger discretionary sales.

Corporate Governance Expert

TL;DR: Disclosure is standard and timely; sell-to-cover for tax withholding is common and documented here.

The filing clearly identifies the reporting person as CEO and Director and provides details on post-transaction beneficial ownership and the vesting schedule (6.25% quarterly commencing March 9, 2023). The large number of unvested RSUs and options implies long-term retention incentives remain in place. From a governance perspective, these transactions reflect compensation mechanics rather than a change in insider confidence or control posture.

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).

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)
09/09/2025

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	09/09/2025		M		6,546	A	$0(1)	9,986	D
Class A Common Stock	09/09/2025		S(2)		3,639	D	$128.05	6,347	D
Class A Common Stock	09/09/2025		S(2)		18	D	$129.079	6,329(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)	09/09/2025		M			6,546	(4)	(4)	Class A Common Stock	6,546	$0	32,733	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 sales, in addition to the 6,329 shares of Class A common stock beneficially owned by the Reporting Person, the Reporting Person beneficially owned restricted stock units ("RSUs") representing contingent rights to receive up to an aggregate of 463,289 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.

4. 6.25% vest in quarterly installments over the 4-year period commencing on March 9, 2023 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.

	/s/ Bridget Brown, Attorney-in-Fact	09/11/2025
	** 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).
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FAQ

Who filed the Form 4 for GeneDx Holdings Corp. (WGS)?

The Form 4 was filed on behalf of Katherine Stueland, Chief Executive Officer and Director, with the signature executed by an attorney-in-fact on 09/11/2025.

What transactions did the insider report on 09/09/2025?

The insider reported settlement of 6,546 RSUs and sales of 3,639 shares at $128.05 and 18 shares at $129.079 to cover tax withholding.

How many shares does the insider beneficially own after these transactions?

Following the transactions the reporting person beneficially owned 6,329 shares of Class A common stock, plus unvested equity awards.

What unvested equity and option exposure remains for the reporting person?

The filing discloses contingent rights to 463,289 RSUs and options to purchase 107,610 shares, which vest according to their terms.

What is the RSU vesting schedule disclosed in the filing?

The RSUs vest at 6.25% in quarterly installments over a four-year period commencing on March 9, 2023.