GeneDx Holdings (WGS) CFO exercises RSUs and sells shares to cover taxes

Rhea-AI Filing Summary

GeneDx Holdings Corp. chief financial officer Kevin Feeley reported routine equity compensation activity. On March 9, 2026, he exercised restricted stock units for 2,462 shares of Class A common stock at no cost, converting RSUs into shares. He then sold 1,280 shares at a weighted average price of $86.754 per share in a "sell to cover" transaction to satisfy tax withholding obligations, which the footnotes state was not a discretionary trade. Following these moves, he directly owned 21,842 shares of Class A common stock and also held RSUs covering up to 120,435 additional shares and options for up to 25,906 shares, all vesting under their existing schedules.

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)
03/09/2026

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	03/09/2026		M		2,462	A	$0(1)	23,122	D
Class A Common Stock	03/09/2026		S(2)		1,280	D	$86.754(3)	21,842(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)	03/09/2026		M			2,462	(5)	(5)	Class A Common Stock	2,462	$0	7,387	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 $86.75 to $87.1136 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 range set forth in this footnote.

4. Following the reported sale undertaken to satisfy tax withholding liabilities, in addition to the 21,842 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 of 120,435 shares of Class A Common Stock and options to purchase up to an aggregate of 25,906 shares of Class A Common Stock, which RSUs and options vest according to their respective terms.

5. 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 March 9, 2023. 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	03/11/2026
	** 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).
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FAQ

What insider activity did GeneDx Holdings (WGS) report for Kevin Feeley?

GeneDx Holdings reported that CFO Kevin Feeley exercised restricted stock units into 2,462 Class A shares and sold 1,280 shares. The sale was a structured “sell to cover” transaction solely to pay tax withholding tied to RSU vesting, not a discretionary market trade.

How many GeneDx (WGS) shares did the CFO sell and at what price?

Kevin Feeley sold 1,280 shares of GeneDx Class A common stock at a weighted average price of $86.754 per share. The filing notes the shares were sold across multiple trades between $86.75 and $87.1136 to fund tax withholding obligations on vested RSUs.

Was the GeneDx (WGS) CFO’s share sale a discretionary transaction?

No. The filing states the 1,280-share sale was executed under a “sell to cover” arrangement to satisfy tax withholding liabilities from RSU vesting. It explicitly clarifies this sale does not represent a discretionary transaction or independent investment decision by the reporting person.

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

After the reported transactions, Kevin Feeley directly owns 21,842 shares of GeneDx Class A common stock. In addition, he beneficially owns RSUs for up to 120,435 shares and options for up to 25,906 shares, which vest over time according to their existing terms.

What type of derivative securities were involved in the GeneDx (WGS) Form 4?

The Form 4 shows restricted stock units (RSUs), each representing a right to receive one share of Class A common stock at settlement for no cash consideration. A portion vested on March 9, 2026, triggering share delivery and the related tax sell-to-cover transaction.

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

According to the filing, 6.25% of the total restricted stock unit award vests quarterly, subject to Kevin Feeley’s continued service. The first tranche vested on March 9, 2023. These RSUs have no expiration date; they either vest on schedule or are cancelled beforehand.