[Form 4] GeneDx Holdings Corp. Insider Trading Activity

Rhea-AI Filing Summary

On 07/29/2025, GeneDx Holdings Corp. (WGS) CEO & Director Katherine Stueland reported routine equity-compensation activity. She converted 3,874 RSUs into Class A common stock at $0 (Code M) and sold 2,154 shares at $105.31 in a “sell-to-cover” trade to meet tax-withholding obligations (Code S). Net of the sale, her direct stake rose to 3,440 shares.

The filing highlights a sizeable remaining incentive package: 469,835 unvested RSUs and 107,610 stock options that vest 25 % annually through April 2024 and quarterly thereafter, subject to continued service. These awards could materially increase future ownership and align management interests with shareholders, while the current sale appears administrative rather than indicative of sentiment.

Positive

• Large remaining incentive pool: 469,835 RSUs and 107,610 options keep CEO interests aligned with long-term shareholder value.
• Sale conducted under sell-to-cover and Rule 10b5-1 framework, limiting perception of discretionary insider selling.

Negative

• Share issuance from RSU settlement adds 3,874 new shares to the float, albeit immaterial in size.

Insights

Financial Analyst

TL;DR: CEO executes standard RSU vesting; small tax sale, large unvested equity remains—overall neutral, alignment intact.

The Form 4 shows typical compensation mechanics. The 2,154-share sale (≈$227k gross) was mandated for taxes, limiting signaling value. Importantly, Stueland retains potential exposure to >577k shares via RSUs and options, reinforcing long-term incentive alignment. The transaction has negligible dilution and no impact on earnings or guidance; therefore, market impact should be minimal.

Corporate Governance Expert

TL;DR: Administrative trade; substantial unvested equity supports shareholder alignment—no governance red flags.

The CEO’s sale is explicitly for withholding and mirrors best-practice use of 10b5-1 safeguards. Continued large unvested holdings mitigate concerns about short-termism. No multiple filers or complex indirect ownership structures were disclosed, simplifying oversight. I view the event as routine and not materially impactful to governance risk.

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
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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)
07/29/2025

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	07/29/2025		M		3,874	A	$0(1)	5,594	D
Class A Common Stock	07/29/2025		S(2)		2,154	D	$105.31	3,440(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)	07/29/2025		M			3,874	(4)	(4)	Class A Common Stock	3,874	$0	11,622	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 3,440 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 469,835 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 underlying shares each vest on April 29, 2023 and April 29, 2024, and 6.25% vest in quarterly installments thereafter until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.

	/s/ Bridget Brown, Attorney-in-Fact	07/31/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

How many GeneDx (WGS) shares did the CEO acquire and sell?

Katherine Stueland acquired 3,874 shares via RSU conversion and sold 2,154 shares at $105.31 to cover taxes.

What is the CEO’s current direct ownership in WGS after the transactions?

She now directly owns 3,440 Class A shares.

How many unvested RSUs and options does the CEO still hold?

Stueland retains 469,835 RSUs and 107,610 stock options subject to ongoing vesting schedules.

Was the share sale discretionary or for tax purposes?

The Form 4 states the sale was a “sell-to-cover” solely to satisfy tax-withholding obligations.

Does this Form 4 signal any change in GeneDx’s outlook?

No. The transactions are routine equity-compensation events with no stated impact on operations or guidance.