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  4. [Form 4] GeneDx Holdings Corp. Insider Trading Activity

GeneDx CFO sells 372 shares to cover taxes

GeneDx’s CFO had RSUs vest and sold a portion of the resulting shares to cover tax withholding obligations.

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

GeneDx Holdings Corp. (WGS) reported that its Chief Financial Officer, Kevin Feeley, settled 717 Restricted Stock Units into 717 shares of Class A Common Stock on September 1, 2026, for no cash consideration. On the same date, 372 of those shares were sold at a weighted average price of $83.839 per share solely to satisfy tax withholding obligations in a non-discretionary “sell to cover” transaction. After these events, Feeley beneficially owned 40,299 shares of Class A Common Stock, RSUs for up to 81,326 additional shares, and options for up to 25,906 shares, all vesting according to their existing terms.

Positive

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Insider Feeley Kevin
Role CHIEF FINANCIAL OFFICER
Sold 372 shs ($31K)
Approx. gross sale proceeds $31K
Type Security Shares Price Value
Exercise Restricted Stock Unit F1, F5 717 $0.00 $0.00
Exercise Class A Common Stock F1 717 $0.00 $0.00
Sale Class A Common Stock F2, F3, F4 372 $83.839 $31K
Holdings After Transaction: Restricted Stock Unit — 0 contracts (Direct); Class A Common Stock — 40,299 shares (Direct)
Footnotes (5)
  1. F1. 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. F2. 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. F3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.71 to $83.84 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. 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. F4. Following the reported sale undertaken to satisfy tax withholding liabilities, in addition to the 40,299 shares of Class A Common Stock beneficially owned by the Reporting Person, the Reporting Person held RSUs representing contingent rights to receive up to an aggregate 81,326 shares of the Issuer's Class A Common Stock and options to purchase up to an aggregate 25,906 shares of Class A Common Stock, which RSUs and options vest according to their respective terms.
  5. F5. 6.25% of the total award vested or vests quarterly, with the first tranche vested on December 1, 2022, subject to the Reporting Person's continued service to the Issuer on each vesting date. These RSUs do not have an expiration date; they either vest or are cancelled prior to the vesting date.
RSUs settled into shares 717 shares RSUs converted into Class A Common Stock on September 1, 2026
Shares sold to cover taxes 372 shares Portion of vested shares sold on September 1, 2026 to satisfy tax withholding
Weighted average sale price $83.839 per share Shares sold in multiple transactions between $83.71 and $83.84
Shares beneficially owned after sale 40,299 shares Class A Common Stock beneficially owned by the CFO after the reported sale
RSUs outstanding after transaction 81,326 shares Contingent rights to receive Class A Common Stock via RSUs after the sale
Stock options outstanding 25,906 shares Options to purchase Class A Common Stock held by the CFO after the sale
Quarterly RSU vesting rate 6.25% of award per quarter RSUs vest quarterly, first tranche vested on December 1, 2022
Restricted Stock Unit financial
"Each restricted stock unit ("RSU") represents a contingent right"
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
"to be funded by a "sell to cover" transaction and does not"
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.
weighted average price financial
"The price reported in Column 4 is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
tax withholding obligations financial
"shares sold by the Reporting Person to cover tax withholding obligations"
contingent right financial
"represents a contingent right to receive 1 share of the Issuer's"

FAQ

What did GeneDx (WGS) disclose about CFO Kevin Feeley’s RSUs on this Form 4?
The filing shows that CFO Kevin Feeley settled 717 RSUs into 717 shares of GeneDx Class A Common Stock on September 1, 2026, with each RSU converting into one share for no cash consideration.

How many GeneDx (WGS) shares did the CFO sell and at what price?
The CFO sold 372 shares of GeneDx Class A Common Stock at a weighted average price of $83.839 per share. The filing states these shares were sold to cover tax withholding obligations related to RSU vesting and were not a discretionary trade.

How many GeneDx (WGS) shares and awards does the CFO hold after the reported transactions?
After the transactions, the CFO beneficially owned 40,299 shares of Class A Common Stock, held RSUs representing contingent rights to receive up to 81,326 shares, and options to purchase up to 25,906 shares, all of which vest according to their respective terms.

Was the CFO’s GeneDx (WGS) stock sale part of a discretionary trading decision?
No. The filing states the 372-share sale was executed to cover tax withholding obligations in connection with RSU vesting through a “sell to cover” transaction and “does not represent a discretionary transaction” by the CFO.

At what rate do the CFO’s GeneDx (WGS) RSUs vest?
The RSUs vest at 6.25% of the total award each quarter, with the first tranche vested on December 1, 2022, subject to the CFO’s continued service with GeneDx on each vesting date.

Were the GeneDx (WGS) transactions reported under a Rule 10b5-1 trading plan?
No. The document-level checkbox for Rule 10b5-1 plans is not checked, and the footnotes describe the sale as a tax-related “sell to cover” transaction, not as activity under a pre-arranged trading plan.

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SEC Form 4
FORM 4UNITED 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
CHIEF FINANCIAL OFFICER
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock09/01/2026M717A$0(1)40,671D
Class A Common Stock09/01/2026S(2)372D$83.839(3)40,299(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit(1)09/01/2026M717 (5) (5)Class A Common Stock717$00D
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 $83.71 to $83.84 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. 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 40,299 shares of Class A Common Stock beneficially owned by the Reporting Person, the Reporting Person held RSUs representing contingent rights to receive up to an aggregate 81,326 shares of the Issuer's Class A Common Stock and options to purchase up to an aggregate 25,906 shares of Class A Common Stock, which RSUs and options vest according to their respective terms.
5. 6.25% of the total award vested or vests quarterly, with the first tranche vested on December 1, 2022, subject to the Reporting Person's continued service to the Issuer on each vesting date. These RSUs do not have an expiration date; they either vest or are cancelled prior to the vesting date.
/s/ Bridget Brown, Attorney-in-Fact09/03/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR