GeneDx (WGS) CEO exercises 80K RSUs, sells 47K shares for taxes

Rhea-AI Filing Summary

GeneDx Holdings Corp. CEO Katherine Stueland exercised 80,000 restricted stock units into Class A common stock and had 46,933 shares sold to cover tax withholding obligations. The sales were executed as non-discretionary “sell to cover” transactions at weighted average prices between approximately $60.93 and $65.61 per share.

After these transactions, she beneficially owned 91,514 shares of Class A common stock and also held restricted stock units representing contingent rights to receive up to 334,695 additional shares, plus options to purchase up to 107,610 shares that vest according to their terms.

Insider Trade Summary

Net Seller: 46,933 shares ($2,964,841)

Net Sell 7 txns

Insider Stueland Katherine

Role CHIEF EXECUTIVE OFFICER

Sold 46,933 shs ($2.96M)

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	80,000	$0.00	--
Exercise	Class A Common Stock	80,000	$0.00	--
Sale	Class A Common Stock	13,229	$61.2909	$811K
Sale	Class A Common Stock	5,117	$62.3319	$319K
Sale	Class A Common Stock	13,412	$63.2791	$849K
Sale	Class A Common Stock	5,292	$64.5993	$342K
Sale	Class A Common Stock	9,883	$65.2143	$645K

Holdings After Transaction: Restricted Stock Unit — 160,000 shares (Direct); Class A Common Stock — 138,447 shares (Direct)

Footnotes (1)

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 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.93 to $61.91 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 ranges set forth in this footnote and in footnotes 4 through 7 of this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.93 to $62.91 per share, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.96 to $63.955 per share, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.99 to $64.96 per share, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.00 to $65.61 per share, inclusive. Following the reported sale undertaken to satisfy tax withholding liabilities, in addition to the 91,514 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 334,695 shares of the Issuer's Class A Common Stock and options to purchase up to an aggregate 107,610 shares of Class A Common Stock, which RSUs and options vest according to their respective terms. 25% of the total award vested or vests annually, with the first tranche vested on March 26, 2025, 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.

Key Figures

RSUs exercised: 80,000 units Shares sold for taxes: 46,933 shares Sale price range: $60.93–$65.61 per share +3 more

6 metrics

RSUs exercised 80,000 units Restricted stock units converted into Class A common stock on March 26, 2026

Shares sold for taxes 46,933 shares Shares of Class A common stock sold via sell-to-cover for tax withholding

Sale price range $60.93–$65.61 per share Weighted average prices across multiple sale transactions

Shares owned after sale 91,514 shares Class A common stock beneficially owned following reported transactions

Unvested/contingent RSUs 334,695 units RSUs representing contingent rights to receive Class A common stock

Stock options 107,610 options Options to purchase Class A common stock, vesting per award terms

Key Terms

Restricted Stock Unit, sell to cover, weighted average price, beneficially owned, +1 more

5 terms

Restricted Stock Unit financial

"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."

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

"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."

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. These shares were sold in multiple transactions at prices ranging from $60.93 to $61.91 per share, inclusive."

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.

beneficially owned financial

"Following the reported sale undertaken to satisfy tax withholding liabilities, in addition to the 91,514 shares of Class A Common Stock beneficially owned by the Reporting Person..."

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

options to purchase financial

"...the Reporting Person held RSUs representing contingent rights to receive up to an aggregate 334,695 shares of the Issuer's Class A Common Stock and options to purchase up to an aggregate 107,610 shares..."

Form 4 Insider Transactions: What Each Field Means →

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
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^*

Stueland Katherine

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/26/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/26/2026		M		80,000	A	$0(1)	138,447	D
Class A Common Stock	03/26/2026		S(2)		13,229	D	$61.2909(3)	125,218	D
Class A Common Stock	03/26/2026		S(2)		5,117	D	$62.3319(4)	120,101	D
Class A Common Stock	03/26/2026		S(2)		13,412	D	$63.2791(5)	106,689	D
Class A Common Stock	03/26/2026		S(2)		5,292	D	$64.5993(6)	101,397	D
Class A Common Stock	03/26/2026		S(2)		9,883	D	$65.2143(7)	91,514(8)	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)	03/26/2026		M			80,000	(9)	(9)	Class A Common Stock	80,000	$0	160,000	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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.93 to $61.91 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 ranges set forth in this footnote and in footnotes 4 through 7 of this Form 4.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.93 to $62.91 per share, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.96 to $63.955 per share, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.99 to $64.96 per share, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.00 to $65.61 per share, inclusive.

8. Following the reported sale undertaken to satisfy tax withholding liabilities, in addition to the 91,514 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 334,695 shares of the Issuer's Class A Common Stock and options to purchase up to an aggregate 107,610 shares of Class A Common Stock, which RSUs and options vest according to their respective terms.

9. 25% of the total award vested or vests annually, with the first tranche vested on March 26, 2025, 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-Fact	03/30/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did GeneDx (WGS) CEO Katherine Stueland do in this Form 4 filing?

Katherine Stueland exercised 80,000 restricted stock units into Class A common stock and had 46,933 shares sold to cover tax withholding obligations. These transactions reflect compensation-related equity vesting rather than a discretionary open-market investment decision.

Were the GeneDx (WGS) share sales by the CEO discretionary trades?

No. The filing states the shares were sold to cover tax withholding obligations tied to RSU vesting, via a “sell to cover” transaction. The company notes this does not represent a discretionary transaction by the reporting person but a mechanistic tax-settlement step.

How many GeneDx (WGS) shares does the CEO hold after these transactions?

Following the tax-related sales, Katherine Stueland beneficially owned 91,514 shares of Class A common stock. In addition, she held RSUs for up to 334,695 shares and options to purchase up to 107,610 shares, all vesting according to their respective terms.

What prices were the GeneDx (WGS) CEO’s tax-related share sales executed at?

The reported sale prices are weighted averages, with transactions executed in ranges from $60.93 to $65.61 per share. Each sale line reflects multiple trades within a stated price band, and the CEO offers to provide full trade breakdowns upon request to interested parties.

What are the vesting terms for the GeneDx (WGS) CEO’s RSU award?

The RSU award vests 25% annually, with the first tranche vesting on March 26, 2025, conditioned on continued service. The remaining RSUs either vest on future vesting dates or are cancelled if vesting conditions are not met, and they do not have a traditional expiration date.