GeneDx CFO sells shares to cover RSU taxes

GeneDx Holdings Corp. chief financial officer Kevin Feeley reported routine equity compensation activity.

Rhea-AI Filing Summary

GeneDx Holdings Corp. chief financial officer Kevin Feeley reported routine equity compensation activity. On April 29, 2026, 754 restricted stock units converted into Class A Common Stock, and 392 shares were sold in an open-market transaction to cover tax withholding obligations under a non-discretionary "sell to cover" arrangement. Following these transactions, he beneficially owned 34,942 shares of Class A Common Stock, plus RSUs representing contingent rights to receive up to 92,419 additional shares and options to purchase up to 25,906 shares, all vesting according to their respective schedules.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 3 txns

Insider Feeley Kevin

Role CHIEF FINANCIAL OFFICER

Sold 392 shs ($26K)

Approx. gross sale proceeds $26K

Approx. exercise cost $0.00

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	754	$0.00	$0.00
Exercise	Class A Common Stock	754	$0.00	$0.00
Sale	Class A Common Stock	392	$65.1926	$26K

Holdings After Transaction: Restricted Stock Unit — 0 contracts (Direct); Class A Common Stock — 34,942 shares (Direct)

Footnotes (5)

1. 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.
2. 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.
3. F3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.4739 to $65.20 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. F4. Following the reported sale undertaken to satisfy tax withholding liabilities, in addition to the 34,942 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 92,419 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. F5. 25% of the total award vested on each of April 29, 2023 and April 29, 2024, and an additional 6.25% of the total award vested or vests thereafter on each quarterly anniversary, subject to the Reporting Person's continued service to the Issuer on each vesting date, with the last tranche vesting on April 29, 2026. These RSUs do not have an expiration date; they either vest or are cancelled prior to the vesting date.

Key Figures

Shares sold: 392 shares Weighted average sale price: $65.1926 per share RSUs converted: 754 shares +4 more

7 metrics

Shares sold 392 shares Class A Common Stock sold on April 29, 2026

Weighted average sale price $65.1926 per share Open-market sale to cover tax withholding

RSUs converted 754 shares Restricted stock units settled into Class A Common Stock

Shares owned after transaction 34,942 shares Class A Common Stock beneficially owned post-sale

Additional RSU rights 92,419 shares Contingent rights via RSUs to receive Class A Common Stock

Stock options outstanding 25,906 shares Options to purchase Class A Common Stock, subject to vesting

RSU vesting pattern 25% + 25% + 6.25% quarterly Award vesting through April 29, 2026

Key Terms

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

5 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

"to be funded by a "sell to cover" transaction and does not represent a discretionary 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.

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.

vesting financial

"25% of the total award vested on each of April 29, 2023 and April 29, 2024..."

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

tax withholding obligations financial

"shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did GeneDx (WGS) disclose for CFO Kevin Feeley?

GeneDx reported that CFO Kevin Feeley had 754 restricted stock units convert into Class A Common Stock and sold 392 shares. The sale was executed solely to cover tax withholding obligations tied to the RSU vesting under a non-discretionary sell-to-cover arrangement.

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

Kevin Feeley sold 392 GeneDx Class A Common Stock shares at a weighted average price of $65.1926. Footnotes note multiple trades in a price range from $64.4739 to $65.20 per share, all executed on April 29, 2026 to satisfy tax obligations.

Was the GeneDx (WGS) CFO sale a discretionary trade or for taxes?

The filing states the sale did not represent a discretionary transaction. Shares were sold under a sell-to-cover arrangement specifically to fund tax withholding obligations arising from the vesting and settlement of restricted stock units on April 29, 2026.

How many GeneDx (WGS) shares does the CFO hold after this Form 4?

After the reported sale, Kevin Feeley beneficially owned 34,942 shares of GeneDx Class A Common Stock. In addition, he held RSUs covering up to 92,419 shares and options for up to 25,906 shares, all subject to their vesting conditions and terms.

What RSU vesting schedule is described in the GeneDx (WGS) filing?

The RSU award vested 25% on April 29, 2023 and 25% on April 29, 2024. An additional 6.25% vests on each quarterly anniversary thereafter, with the final tranche vesting on April 29, 2026, assuming Kevin Feeley’s continued service to GeneDx.

What are restricted stock units (RSUs) in the GeneDx (WGS) context?

The filing explains each restricted stock unit represents a contingent right to receive one share of GeneDx Class A Common Stock upon settlement for no cash consideration. RSUs either vest according to their schedule or are cancelled if vesting conditions are not satisfied.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/01/2026 - 04:24 PM Learn about SEC filing dates

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^*

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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/29/2026

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	04/29/2026		M		754	A	$0(1)	35,334	D
Class A Common Stock	04/29/2026		S(2)		392	D	$65.1926(3)	34,942(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)	04/29/2026		M			754	(5)	(5)	Class A Common Stock	754	$0	0	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 $64.4739 to $65.20 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 34,942 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 92,419 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. 25% of the total award vested on each of April 29, 2023 and April 29, 2024, and an additional 6.25% of the total award vested or vests thereafter on each quarterly anniversary, subject to the Reporting Person's continued service to the Issuer on each vesting date, with the last tranche vesting on April 29, 2026. 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	05/01/2026
	** 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)