GeneDx CEO sells 3,692 shares to cover taxes
GeneDx CEO Katherine Stueland settled RSUs and sold shares solely to cover tax withholding, while retaining a substantial equity position.
Rhea-AI Filing Summary
GeneDx Holdings Corp. (WGS) reported that its chief executive officer, Katherine Stueland, had 6,547 Restricted Stock Units settle into the same number of shares of Class A Common Stock on September 9, 2026. Of these shares, 3,692 were sold in a broker-assisted "sell to cover" transaction at a weighted average price of $84.22 per share to satisfy tax withholding obligations and were not a discretionary sale. After this tax-related sale, she beneficially owned 107,227 shares of Class A Common Stock, held RSUs for up to 298,978 additional shares, and options to purchase up to 107,610 shares, all vesting according to their respective terms.
Positive
- None.
Negative
- None.
Insider Trade Summary
Exercise and sale activity reported; no spread calculated
Exercise and Sale
3 txns
Insider
Stueland Katherine
Role
CHIEF EXECUTIVE OFFICER
Sold
3,692 shs ($311K)
Approx. gross sale proceeds
$311K
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Unit F1, F5 | 6,547 | $0.00 | $0.00 |
| Exercise | Class A Common Stock F1 | 6,547 | $0.00 | $0.00 |
| Sale | Class A Common Stock F2, F3, F4 | 3,692 | $84.2178 | $311K |
Holdings After Transaction:
Restricted Stock Unit — 6,547 contracts (Direct);
Class A Common Stock — 107,227 shares (Direct)
Footnotes (5)
- F1. 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.
- F2. 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.
- F3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.07 to $84.22 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.
- F4. Following the reported sale undertaken to satisfy tax withholding liabilities, in addition to the 107,227 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 of 298,978 shares of Class A Common Stock and options to purchase up to an aggregate of 107,610 shares of Class A Common Stock, which RSUs and options vest according to their respective terms.
- F5. 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.
Key Figures
RSUs settled: 6,547 units
Shares sold to cover taxes: 3,692 shares
Weighted average sale price: $84.2178 per share
+4 more
7 metrics
RSUs settled
6,547 units
RSUs converted into Class A Common Stock on September 9, 2026
Shares sold to cover taxes
3,692 shares
Portion of vested shares sold in a "sell to cover" transaction
Weighted average sale price
$84.2178 per share
Shares sold in multiple transactions between $84.07 and $84.22
Shares beneficially owned after sale
107,227 shares
Class A Common Stock held by the CEO following the tax-related sale
RSUs outstanding
298,978 units
Contingent rights to receive Class A Common Stock after reported transactions
Stock options outstanding
107,610 options
Options to purchase Class A Common Stock, vesting per their terms
Quarterly RSU vesting rate
6.25% of award per quarter
Vesting schedule for the related RSU award beginning March 9, 2023
Key Terms
Restricted Stock Unit, sell to cover, weighted average price, beneficially owned
4 terms
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
"obligations to be funded by a "sell to cover" transaction and does not represent"
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."
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
"in addition to the 107,227 shares of Class A Common Stock beneficially owned"
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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transactions did WGS CEO Katherine Stueland report on September 9, 2026?
She had 6,547 RSUs settle into the same number of Class A Common shares, then sold 3,692 of those shares in a "sell to cover" transaction to satisfy tax withholding obligations related to the RSU vesting.
What is the WGS CEO’s GeneDx equity stake after the reported transactions?
Following the tax-related sale, Katherine Stueland beneficially owned 107,227 shares of Class A Common Stock, plus RSUs representing contingent rights to receive up to 298,978 shares and options to purchase up to 107,610 shares, subject to vesting conditions.
How do the reported RSUs for the WGS CEO vest over time?
A related RSU award vests at 6.25% of the total award quarterly, subject to continued service with GeneDx on each vesting date. The first tranche vested on March 9, 2023; the RSUs either vest or are cancelled, and they have no expiration date.
Was a Rule 10b5-1 trading plan used for the WGS CEO’s transactions?
No Rule 10b5-1 plan is reported. The Form 4’s plan checkbox is not affirmatively marked, and the footnotes characterize the sale as a tax-related "sell to cover" transaction rather than a discretionary trade under a trading plan.
AI-generated analysis. How Rhea-AI works. Not financial advice.
