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.
Positive
- None.
Negative
- None.
Insights
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class A Common Stock | 378 | $125.8096 | $48K |
| Exercise | Restricted Stock Unit | 717 | $0.00 | -- |
| Exercise | Class A Common Stock | 717 | $0.00 | -- |
Footnotes (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. 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. 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. 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. 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.
