GeneDx Director Acquires 12,924 Shares Through RSU Vesting, Receives New Grant

Accepted by SEC EDGAR 06/23/2025 - 05:45 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

GeneDx Holdings Corp (WGS) director Richard C. Pfenniger Jr. reported multiple transactions involving Restricted Stock Units (RSUs) on June 18, 2025:

• Acquired 3,576 new RSUs that vest at the earlier of next annual shareholder meeting or first grant anniversary
• Converted 12,924 RSUs into Class A Common Stock at $0 exercise price
• Following these transactions, Pfenniger directly owns 41,506 shares of Class A Common Stock and 3,576 RSUs

The transactions were executed under standard director compensation arrangements, with RSUs representing contingent rights to receive one share of Class A Common Stock upon settlement. The filing was submitted by attorney-in-fact Bridget Brown on June 23, 2025.

Insider Trade Summary

12,924 shares exercised/converted

Exercise 3 txns

Insider PFENNIGER RICHARD C JR

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Unit	3,576	$0.00	$0.00
Exercise	Restricted Stock Unit	12,924	$0.00	$0.00
Exercise	Class A Common Stock	12,924	$0.00	$0.00

Holdings After Transaction: Restricted Stock Unit — 3,576 contracts (Direct); Class A Common Stock — 41,506 shares (Direct)

Footnotes (2)

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 RSUs shall vest the earlier of (a) the date of the next annual meeting of the Issuer's shareholders following the grant date, and (b) the first anniversary of the grant date, subject to the Reporting Person continuing to provide services to the Issuer through each vesting date.

FAQ

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

What insider trading activity occurred at GeneDx Holdings (WGS) on June 18, 2025?

Director Richard C. Pfenniger Jr. acquired 12,924 shares of Class A Common Stock through the conversion of Restricted Stock Units (RSUs). Additionally, he was granted 3,576 new RSUs on the same date.

How many shares of WGS does Richard Pfenniger own after the June 18, 2025 transaction?

Following the reported transaction, Richard Pfenniger directly owns 41,506 shares of GeneDx Holdings (WGS) Class A Common Stock, plus 3,576 unvested RSUs.

What are the vesting terms for the new WGS RSUs granted to Pfenniger?

The RSUs will vest at the earlier of: (a) the date of the next annual meeting of GeneDx's shareholders following the grant date, or (b) the first anniversary of the grant date, subject to Pfenniger continuing to provide services to the company through the vesting date.

What was the exercise price of the WGS RSUs converted by Pfenniger?

The RSUs were converted to Class A Common Stock for no consideration ($0). Each RSU represented a contingent right to receive 1 share of GeneDx Holdings' Class A Common Stock upon settlement.

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

Form 4 Insider Transactions: What Each Field Means →

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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^*

PFENNIGER RICHARD C JR

(Last) (First) (Middle)

C/O GENEDX HOLDINGS CORP.

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025

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	06/18/2025		M		12,924	A	$0(1)	41,506	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)	06/18/2025		A		3,576		(2)	(2)	Class A Common Stock	3,576	$0	3,576	D
Restricted Stock Unit	(1)	06/18/2025		M			12,924	(2)	(2)	Class A Common Stock	12,924	$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 RSUs shall vest the earlier of (a) the date of the next annual meeting of the Issuer's shareholders following the grant date, and (b) the first anniversary of the grant date, subject to the Reporting Person continuing to provide services to the Issuer through each vesting date.

	/s/ Bridget Brown, Attorney-in-Fact	06/23/2025
	** 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).
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