Form 4: Casdin Group Reports 3,007,164 Indirect WGS Shares After Sale

Rhea-AI Filing Summary

Casdin-related parties reported insider sales of GeneDx Holdings Corp. (WGS) common stock on 08/22/2025. The filing shows a sale of 500,000 shares of Class A common stock at $120.9039 per share. After the reported transactions, the group reports beneficial ownership of 3,007,164 shares on an indirect basis. The Form 4 lists additional holdings and dispositions across related entities and individuals, including direct ownership of 20,518 shares and indirect positions of 19,247 and 333,144 shares, with explanatory footnotes describing relationships among Casdin Capital, Casdin Partners funds, the GP and Eli Casdin.

Positive

• None.

Negative

• Reported sale of 500,000 Class A shares at $120.9039 on 08/22/2025 by Casdin-affiliated reporting persons
• Insider disposition occurred despite remaining significant indirect holdings of 3,007,164 shares, indicating partial liquidation by a 10% owner

Insights

Securities Analyst

TL;DR: Significant insider sale disclosed—500,000 Class A shares sold at $120.9039; group still reports multi-million share indirect holdings.

The Form 4 documents a substantial disposition by reporting persons affiliated with Casdin on 08/22/2025. A sale of 500,000 Class A shares at $120.9039 is explicitly reported. The filing also reconciles multiple direct and indirect holdings across the Master Fund, GP and related entities, resulting in 3,007,164 shares reported as indirectly owned after these transactions. This disclosure clarifies ownership structure but does not include company-wide share counts or context to quantify percent ownership, so materiality relative to total float cannot be determined from this filing alone.

Corporate Governance Expert

TL;DR: Filing shows coordinated reporting by multiple affiliated persons and clarifies indirect ownership and voting discretion.

The Form 4 appropriately attributes holdings among Casdin Capital, the Master Fund, the GP, and Eli Casdin, with footnotes explaining direct versus indirect beneficial ownership and shared voting/investment discretion via CMLS Holdings. Signatures from each reporting entity are present. The filing contains standard disclaimers of beneficial ownership limited to pecuniary interest. No additional governance actions or changes to board composition are disclosed.

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^*

Casdin Capital, LLC

(Last) (First) (Middle)

1350 AVENUE OF THE AMERICAS

SUITE 2600

(Street)

NEW YORK NY 10019

(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	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2025

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

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

	Form filed by One Reporting Person
X	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	08/22/2025		S		500,000	D	$120.9039	3,007,164	I	See footnote(1)
Class A Common Stock								20,518	D(2)
Class A Common Stock								19,247	I	See footnote(3)
Class A Common Stock								333,144	I	See footnote(4)

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

1. Name and Address of Reporting Person^*

Casdin Capital, LLC

(Last) (First) (Middle)

1350 AVENUE OF THE AMERICAS

SUITE 2600

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Casdin Partners Master Fund, L.P.

(Last) (First) (Middle)

1350 AVENUE OF THE AMERICAS

SUITE 2600

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Casdin Partners GP, LLC

(Last) (First) (Middle)

1350 AVENUE OF THE AMERICAS

SUITE 2600

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Casdin Eli

(Last) (First) (Middle)

1350 AVENUE OF THE AMERICAS

SUITE 2600

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The securities are owned directly by the Casdin Partners Master Fund, L.P. (the "Master Fund") and may be deemed to be indirectly beneficially owned by (i) Casdin Capital, LLC, the investment adviser to the Master Fund ("Casdin"), (ii) Casdin Partners GP, LLC, the general partner of the Master Fund (the "GP"), and (iii) Eli Casdin, the managing member of Casdin and the GP.

2. The securities are owned directly by Eli Casdin.

3. The securities are owned directly by the GP and may be deemed to be indirectly beneficially owned by Eli Casdin, the managing member of the GP.

4. The securities are owned directly by CMLS Holdings LLC ("CMLS Holdings"). The Board of Managers of CMLS Holdings includes Eli Casdin, who, as a member of the Board of Managers of CMLS Holdings, shares voting and investment discretion with respect to the common stock held by CMLS Holdings.

Remarks:

Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

	Casdin Capital LLC, By: /s/ Eli Casdin, Managing Member	08/22/2025
	Casdin Partners Master Fund, LP, By: Casdin Partners GP, LLC, its General Partner, By: /s/ Eli Casdin, Managing Member	08/22/2025
	Casdin Partners GP LLC, By: /s/ Eli Casdin, Managing Member, /s/ Eli Casdin, Eli Casdin	08/22/2025
	/s/ Eli Casdin, Eli Casdin	08/22/2025
	** 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 insider transaction did the Form 4 for WGS report?

The Form 4 reports a sale of 500,000 Class A shares of GeneDx Holdings Corp. (WGS) on 08/22/2025 at a price of $120.9039 per share.

Who filed the Form 4 for GeneDx (WGS)?

The filing was made by multiple affiliated reporting persons: Casdin Capital, LLC; Casdin Partners Master Fund, L.P.; Casdin Partners GP, LLC; and Eli Casdin.

How many WGS shares does the group report owning after the sale?

The filing reports 3,007,164 shares beneficially owned on an indirect basis following the reported transactions.

Are there other holdings or dispositions disclosed in the filing?

Yes. The Form 4 also shows direct ownership of 20,518 shares and indirect holdings of 19,247 and 333,144 shares across related entities, as explained in footnotes.

Does the Form 4 explain the relationships among the reporting persons?

Yes. Footnotes state the Master Fund owns securities directly and Casdin, the GP and Eli Casdin may be deemed to beneficially own them due to advisory, partnership and managerial roles.

Does this Form 4 disclose percent ownership of the company or total share count?

No. The filing lists share amounts and relationships but does not provide the company’s total outstanding shares or percentage ownership.