WGS Form 4: CFO RSUs Settled, Sell-to-Cover of 378 Shares

Rhea-AI Filing Summary

GeneDx Holdings Corp. (WGS) Form 4 summary: The company's Chief Financial Officer received 717 restricted stock units (RSUs) that settled as Class A common stock and immediately caused a tax-withholding sale. A total of 378 shares were sold in a "sell-to-cover" transaction at a weighted-average price of $125.8096 per share to satisfy withholding obligations. After the transactions, the reporting person directly beneficially owned 4,096 shares of Class A common stock and retained RSUs and stock options representing potential future ownership of 134,292 RSU shares and 27,152 option shares, which vest per their terms. The disclosed RSU settlement indicates an ongoing compensation vesting schedule that vests 6.25% quarterly over four years from December 1, 2022.

Insights

Financial Analyst

TL;DR: Routine RSU settlement with a small sell-to-cover tax sale; no material change to economic stake.

The reported activity shows the CFO receiving 717 RSUs that settled into shares and executing a sell-to-cover of 378 shares at a weighted-average price of $125.8096 to satisfy tax obligations. Post-transaction beneficial ownership of 4,096 shares is modest relative to the large pool of unvested awards (134,292 RSU shares and 27,152 options). This disclosure is standard for equity compensation administration and does not signal a discretionary, market-driven disposition by the insider.

Corporate Governance Expert

TL;DR: Disclosure aligns with Rule 16 reporting and equity compensation norms; sell-to-cover is a non-discretionary tax action.

The Form 4 documents an officer-level recipient of equity awards and shows the use of a sell-to-cover mechanism expressly to satisfy withholding obligations. The filing specifies vesting cadence (6.25% quarterly) for the awards, clarifying future dilution timing. All material elements required under Section 16 appear present: transaction codes, amounts, consideration, and residual beneficial ownership figures.

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^*

Feeley Kevin

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

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	09/01/2025		M		717	A	$0(1)	4,474	D
Class A Common Stock	09/02/2025		S(2)		378	D	$125.8096(3)	4,096(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(1)	09/01/2025		M			717	(5)	(5)	Class A Common Stock	717	$0	2,869	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 sales reported on this Form 4 represent shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of RSUs. The sales were 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $125.80 to $126.2050 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the 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 sales, in addition to the 4,096 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 134,292 shares of Class A common stock and options to purchase up to an aggregate of 27,152 shares of Class A common stock, which RSUs and options vest according to their respective terms.

5. 6.25% vest in quarterly installments over the 4-year period commencing on December 1, 2022 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.

	/s/ Bridget Brown, Attorney-in-Fact	09/03/2025
	** 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.
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.

FAQ

What transactions did GeneDx CFO report on Form 4 for WGS?

The CFO had 717 RSUs settle into Class A common stock and sold 378 shares in a sell-to-cover tax transaction at a weighted-average price of $125.8096 per share.

How many WGS shares does the reporting person beneficially own after these transactions?

Following the reported transactions, the reporting person directly beneficially owned 4,096 shares of Class A common stock.

What unvested equity awards does the reporting person hold in WGS?

The reporting person beneficially owns RSUs representing rights to 134,292 shares of Class A common stock and options to purchase 27,152 shares, vesting per their respective schedules.

Why were shares sold in the reported transaction for WGS?

The sales were executed to satisfy tax withholding obligations related to the vesting and settlement of RSUs and were characterized as a non-discretionary "sell-to-cover" transaction.

What is the RSU vesting schedule disclosed in the Form 4?

The disclosed vesting schedule states that 6.25% of the awards vest in quarterly installments over a four-year period beginning December 1, 2022, until fully vested.