[Form 4] GeneDx Holdings Corp. Insider Trading Activity

Rhea-AI Filing Summary

GeneDx Holdings Corp. (WGS) insider filing shows CFO Kevin Feeley reported the vesting and settlement of 2,462 RSUs on 09/09/2025, which represent contingent rights to Class A common stock settled for $0 per share. To satisfy tax withholding on the settlement, the reporting person executed two sell transactions that disposed of 1,266 shares at $128.05 and 6 shares at $129.09. After these transactions Mr. Feeley beneficially owned 5,286 shares of Class A common stock directly, plus RSUs representing up to 131,830 shares and options covering 27,152 shares that vest per their terms.

Positive

• Substantial retained equity: Reporting person retains RSUs representing 131,830 shares and options for 27,152 shares, indicating continued alignment with shareholders.
• Transaction transparency: Filing discloses the sell-to-cover nature and provides prices ($128.05 and $129.09), clarifying these were for tax withholding and not discretionary divestitures.

Negative

• Reduction in direct shares: Direct holdings declined from 6,558 to 5,286 shares following the reported sales.
• Immediate dilution potential: Settlement of RSUs (2,462 shares) and large outstanding awards (131,830 RSUs and 27,152 options) could increase share count upon vesting/exercise.

Insights

Financial Analyst

TL;DR: Routine vesting and sell-to-cover tax withholding; significant latent equity remains via RSUs and options.

The Form 4 documents a non-discretionary sell-to-cover tied to the settlement of 2,462 RSUs, producing modest share disposals (1,272 shares total) at market prices of $128.05 and $129.09. These transactions reduce direct holdings but do not materially change the reporting person’s long-term economic exposure because substantial unvested RSUs (131,830 shares) and options (27,152 shares) remain outstanding. For investors, this is an expected administrative action, not an active stock-sale signal.

Corporate Governance Expert

TL;DR: Disclosure aligns with Section 16 requirements; transactions are tax-related and executed under standard procedures.

The filing clearly states the sales were executed to satisfy tax-withholding obligations from RSU settlement and were not discretionary. The form identifies the reporting person as the CFO and confirms continued beneficial ownership through direct shares plus material unvested equity awards. Documentation appears complete with explanatory footnotes and an attorney-in-fact signature, meeting typical governance and disclosure standards.

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
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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)
09/09/2025

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	09/09/2025		M		2,462	A	$0(1)	6,558	D
Class A Common Stock	09/09/2025		S(2)		1,266	D	$128.05	5,292	D
Class A Common Stock	09/09/2025		S(2)		6	D	$129.09	5,286(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(1)	09/09/2025		M			2,462	(4)	(4)	Class A Common Stock	2,462	$0	12,311	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 sales reported on this Form 4 represent shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of RSUs. The sales were 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 sales, in addition to the 5,286 shares of Class A common stock beneficially owned by the Reporting Person, the Reporting Person beneficially owned restricted stock units ("RSUs") representing contingent rights to receive up to an aggregate of 131,830 shares of Class A common stock and options to purchase up to an aggregate of 27,152 shares of Class A common stock, which RSUs and options vest according to their respective terms.

4. 6.25% vest in quarterly installments over the 4-year period commencing on March 9, 2023 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.

	/s/ Bridget Brown, Attorney-in-Fact	09/11/2025
	** 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.

FAQ

What did the Form 4 filed for GeneDx (WGS) report?

The Form 4 reports the settlement of 2,462 RSUs on 09/09/2025 and sell-to-cover transactions of 1,266 and 6 shares to satisfy tax withholding.

How many shares does Kevin Feeley beneficially own after the transactions?

He directly beneficially owned 5,286 shares of Class A common stock after the reported transactions.

How many unvested RSUs and options does the reporting person hold?

The filing discloses RSUs representing up to 131,830 shares and options to purchase up to 27,152 shares.

Were the sales discretionary trades or for another purpose?

The sales were sell-to-cover transactions to satisfy tax withholding related to RSU settlement and are stated as non-discretionary.

At what prices were the shares sold?

Shares were sold at $128.05 (1,266 shares) and $129.09 (6 shares) on 09/09/2025.