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GeneDx (WGS) CFO Kevin Feeley sells shares to cover RSU tax

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

GeneDx Holdings Corp. Chief Financial Officer Kevin Feeley reported routine equity compensation activity involving restricted stock units (RSUs) and a tax-related share sale. On June 1, 2026, 717 RSUs converted into the same number of Class A Common shares for no cash cost, reflecting vesting of previously granted awards.

On the same date, Feeley sold 369 shares of Class A Common Stock at $51.74 per share in an open-market transaction solely to cover tax withholding obligations from the RSU vesting, described as a “sell to cover” and not a discretionary trade. After these transactions, he beneficially owned 35,290 shares of Class A Common Stock, plus RSUs representing up to 91,702 additional shares and options to purchase up to 25,906 shares, all subject to their vesting schedules.

Positive

  • None.

Negative

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Insights

Routine RSU vesting with tax sell-to-cover; limited signaling value.

The filing shows Kevin Feeley, CFO of GeneDx Holdings Corp., having 717 RSUs convert into common shares and selling 369 shares at $51.74 per share. Footnotes state the sale was a sell to cover tax obligation tied to RSU vesting, not a discretionary trade.

This pattern—derivative exercise plus tax-related sale—is common for executives and usually has weak informational value about their view of the stock. Following the transactions, Feeley holds 35,290 common shares, along with RSUs for up to 91,702 shares and options for up to 25,906 shares, indicating a substantial remaining equity stake.

Insider Feeley Kevin
Role CHIEF FINANCIAL OFFICER
Sold 369 shs ($19K)
Type Security Shares Price Value
Exercise Restricted Stock Unit 717 $0.00 --
Exercise Class A Common Stock 717 $0.00 --
Sale Class A Common Stock 369 $51.74 $19K
Holdings After Transaction: Restricted Stock Unit — 717 shares (Direct, null); Class A Common Stock — 35,659 shares (Direct, null)
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. Following the reported sale undertaken to satisfy tax withholding liabilities, in addition to the 35,290 shares of Class A Common Stock beneficially owned by the Reporting Person, the Reporting Person beneficially owned RSUs representing contingent rights to receive up to an aggregate 91,702 shares of Class A Common Stock and options to purchase up to an aggregate 25,906 shares of Class A Common Stock, which RSUs and options vest according to their respective terms. 6.25% of the total award vested or vests quarterly, subject to the Reporting Person's continued service to the Issuer on each vesting date, and with the first tranche vested on December 1, 2022. These RSUs do not have an expiration date; they either vest or are cancelled prior to the vesting date.
Shares sold 369 shares Class A Common Stock sold June 1, 2026
Sale price $51.74 per share Open-market sale to cover tax withholding
RSUs converted 717 shares RSUs converted into Class A Common Stock June 1, 2026
Shares owned after 35,290 shares Class A Common Stock beneficially owned following transactions
Additional RSU rights 91,702 shares RSUs representing contingent rights to Class A shares
Stock options 25,906 shares Options to purchase Class A shares, vesting per award terms
Quarterly vesting rate 6.25% Portion of RSU award vesting each quarter
restricted stock unit financial
"Each restricted stock unit ("RSU") represents a contingent right to receive 1 share..."
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..."
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.
beneficially owned financial
"Following the reported sale... the Reporting Person beneficially owned RSUs representing contingent rights..."
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
"and options to purchase up to an aggregate 25,906 shares of Class A Common Stock..."
A legal right, usually in the form of a contract, that lets someone buy a specific asset—most often shares—at a set price within a fixed time period. Think of it like a reservation or coupon that guarantees today’s price for a future purchase; investors watch these because exercising the options can change how many shares exist, affect company ownership, and create potential gains or dilution for existing shareholders.
vesting date financial
"subject to the Reporting Person's continued service to the Issuer on each vesting date..."
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Feeley Kevin
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
CHIEF FINANCIAL OFFICER
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock06/01/2026M717A$0(1)35,659D
Class A Common Stock06/01/2026S(2)369D$51.7435,290(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit(1)06/01/2026M717 (4) (4)Class A Common Stock717$0717D
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 sale undertaken to satisfy tax withholding liabilities, in addition to the 35,290 shares of Class A Common Stock beneficially owned by the Reporting Person, the Reporting Person beneficially owned RSUs representing contingent rights to receive up to an aggregate 91,702 shares of Class A Common Stock and options to purchase up to an aggregate 25,906 shares of Class A Common Stock, which RSUs and options vest according to their respective terms.
4. 6.25% of the total award vested or vests quarterly, subject to the Reporting Person's continued service to the Issuer on each vesting date, and with the first tranche vested on December 1, 2022. These RSUs do not have an expiration date; they either vest or are cancelled prior to the vesting date.
/s/ Bridget Brown, Attorney-in-Fact06/03/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did GeneDx (WGS) CFO Kevin Feeley report?

Kevin Feeley reported RSU vesting and a related share sale. 717 restricted stock units converted into Class A common shares, and 369 shares were sold in the market solely to cover tax withholding obligations tied to that vesting, according to the footnotes.

Why did GeneDx (WGS) CFO Kevin Feeley sell 369 shares?

The 369-share sale was executed to cover tax withholding obligations from RSU vesting. Footnotes describe it as a “sell to cover” transaction, undertaken to fund tax liabilities rather than as a discretionary decision to reduce his exposure to GeneDx stock.

At what price were GeneDx (WGS) shares sold by the CFO?

The reported sale of 369 GeneDx Class A Common shares occurred at an average price of $51.74 per share. This transaction is explicitly described as being executed to satisfy tax withholding obligations arising from the vesting and settlement of restricted stock units.

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

After the reported transactions, Kevin Feeley beneficially owned 35,290 shares of GeneDx Class A Common Stock. In addition, he beneficially held RSUs for up to 91,702 shares and options to purchase up to 25,906 shares, all subject to their respective vesting terms.

What happened to the GeneDx (WGS) RSUs reported in this Form 4?

On June 1, 2026, 717 restricted stock units converted into 717 shares of GeneDx Class A Common Stock for no consideration. Each RSU represents a contingent right to receive one share upon settlement, and these particular units vested according to the award’s vesting schedule.

How do GeneDx (WGS) CFO Kevin Feeley’s RSUs vest over time?

According to the footnotes, 6.25% of the total RSU award vests quarterly, contingent on Feeley’s continued service on each vesting date. The first tranche vested on December 1, 2022, and the RSUs either vest on schedule or are cancelled before vesting if conditions are not met.