WGS insider filing: CEO settles RSUs, sells shares to cover taxes

Rhea-AI Filing Summary

GeneDx Holdings (WGS) CEO and director reported an RSU settlement and related tax-withholding sales. On 10/29/2025, 3,874 shares of Class A Common Stock were acquired upon RSU vesting at $0 (code M), and 2,154 shares and 4 shares were sold at $136.54 and $136.75, respectively (code S), to cover tax obligations.

After these transactions, the reporting person held 3,436 Class A shares directly. In addition, they held RSUs representing up to 440,665 shares and options for up to 107,610 shares, which vest according to their terms. The RSU award vested 25% on April 29, 2023 and April 29, 2024, and 6.25% on each quarterly anniversary thereafter, with the last tranche scheduled for April 29, 2026.

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

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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)
10/29/2025

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	10/29/2025		M		3,874	A	$0(1)	5,594	D
Class A Common Stock	10/29/2025		S(2)		2,154	D	$136.54	3,440	D
Class A Common Stock	10/29/2025		S(2)		4	D	$136.75	3,436(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)	10/29/2025		M			3,874	(4)	(4)	Class A Common Stock	3,874	$0	7,748	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 3,436 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 440,665 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. 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	10/31/2025
	** 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

What did GeneDx (WGS) disclose on this Form 4?

The CEO and director reported RSU settlement of 3,874 shares and sales of 2,154 and 4 shares to cover tax withholding obligations.

What were the sale prices reported by the WGS CEO?

Shares were sold at $136.54 and $136.75.

How many GeneDx shares did the reporting person hold after the transactions?

They held 3,436 shares of Class A Common Stock directly.

What derivative holdings were reported by the WGS CEO?

RSUs representing up to 440,665 shares and options for up to 107,610 shares, vesting per their terms.

What is the vesting schedule for the RSU award?

25% vested on April 29, 2023 and April 29, 2024; 6.25% vests each quarterly anniversary thereafter, with the last tranche on April 29, 2026.

Why were the sales executed?

The sales were made to cover tax withholding obligations related to RSU vesting via a sell to cover transaction.

What transaction codes were used on the Form 4?

Code M for RSU settlement at $0, and code S for sales.