COO of GeneDx (WGS) completes 5,961-share Rule 10b5-1 stock sale

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

GeneDx Holdings Corp.'s Chief Operating Officer, Dechairo Bryan, reported multiple open‑market sales of Class A Common Stock on February 4, 2026 under a pre‑arranged Rule 10b5‑1 trading plan adopted on September 15, 2025.

The transactions totaled 5,961 shares sold at weighted average prices ranging from $83.0352 to $91.92 per share, reducing his directly held Class A Common Stock to zero. After these sales, he beneficially owned RSUs covering contingent rights to receive up to 28,123 shares of Class A Common Stock, vesting according to their terms.

Insider Trade Summary

Net Seller: 5,961 shares ($510,874)

Net Sell 8 txns

Insider Dechairo Bryan

Role Chief Operating Officer

Sold 5,961 shs ($511K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	779	$83.0352	$65K
Sale	Class A Common Stock	1,425	$83.8287	$119K
Sale	Class A Common Stock	1,034	$84.928	$88K
Sale	Class A Common Stock	623	$86.3498	$54K
Sale	Class A Common Stock	1,572	$87.6613	$138K
Sale	Class A Common Stock	328	$88.6632	$29K
Sale	Class A Common Stock	100	$90.454	$9K
Sale	Class A Common Stock	100	$91.92	$9K

Holdings After Transaction: Class A Common Stock — 5,182 shares (Direct)

Footnotes (1)

This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 15, 2025. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.33 to $83.31 per share, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote and in footnotes 3 through 8 of this Form 4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.33 to $84.32 per share, inclusive. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.50 to $85.41 per share, inclusive. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.77 to $86.70 per share, inclusive. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.30 to $88.26 per share, inclusive. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.34 to $88.80 per share, inclusive. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.44 to $90.51 per share, inclusive. Following the reported transactions, which were undertaken pursuant to the reporting person's 10b5-1 trading plan, the reporting person beneficially owned RSUs representing contingent rights to receive up to an aggregate 28,123 shares of Class A Common Stock, which RSUs vest according to their terms.

Form 4 Insider Transactions: What Each Field Means →

02/06/2026 - 04:19 PM

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^*

Dechairo Bryan

(Last)

(First)

(Middle)

C/O GENEDX HOLDINGS CORP.

333 LUDLOW ST., NORTH TOWER, 6TH FLOOR

(Street)

STAMFORD

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 Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	02/04/2026		S⁽¹⁾		779	D	$83.0352⁽²⁾	5,182	D
Class A Common Stock	02/04/2026		S⁽¹⁾		1,425	D	$83.8287⁽³⁾	3,757	D
Class A Common Stock	02/04/2026		S⁽¹⁾		1,034	D	$84.928⁽⁴⁾	2,723	D
Class A Common Stock	02/04/2026		S⁽¹⁾		623	D	$86.3498⁽⁵⁾	2,100	D
Class A Common Stock	02/04/2026		S⁽¹⁾		1,572	D	$87.6613⁽⁶⁾	528	D
Class A Common Stock	02/04/2026		S⁽¹⁾		328	D	$88.6632⁽⁷⁾	200	D
Class A Common Stock	02/04/2026		S⁽¹⁾		100	D	$90.454⁽⁸⁾	100	D
Class A Common Stock	02/04/2026		S⁽¹⁾		100	D	$91.92	0⁽⁹⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 15, 2025.

2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.33 to $83.31 per share, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote and in footnotes 3 through 8 of this Form 4.

3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.33 to $84.32 per share, inclusive.

4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.50 to $85.41 per share, inclusive.

5. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.77 to $86.70 per share, inclusive.

6. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.30 to $88.26 per share, inclusive.

7. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.34 to $88.80 per share, inclusive.

8. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.44 to $90.51 per share, inclusive.

9. Following the reported transactions, which were undertaken pursuant to the reporting person's 10b5-1 trading plan, the reporting person beneficially owned RSUs representing contingent rights to receive up to an aggregate 28,123 shares of Class A Common Stock, which RSUs vest according to their terms.

	/s/ Bridget Brown, Attorney-in-Fact	02/06/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did GeneDx (WGS) report for its COO?

GeneDx reported that Chief Operating Officer Dechairo Bryan sold 5,961 shares of Class A Common Stock in multiple open‑market transactions on February 4, 2026. These trades were executed under a Rule 10b5‑1 trading plan adopted on September 15, 2025.

At what prices did the GeneDx (WGS) COO sell his shares?

The COO sold GeneDx Class A Common Stock at weighted average prices between $83.0352 and $91.92 per share. Footnotes state each reported price reflects multiple trades within specific intraday ranges from $82.33 up to $90.51 per share, depending on the transaction.

How many GeneDx (WGS) shares does the COO hold after these sales?

After the reported transactions, the COO directly held zero shares of GeneDx Class A Common Stock. He beneficially owned RSUs representing contingent rights to receive up to an aggregate 28,123 shares of Class A Common Stock, which will vest according to their existing terms.

Was the GeneDx (WGS) COO’s stock sale part of a 10b5-1 plan?

Yes. The filing states the transactions were effected under a Rule 10b5‑1 trading plan adopted by the reporting person on September 15, 2025. Such plans pre‑schedule trades, allowing executives to sell shares over time according to predetermined instructions.

What is the role of the insider involved in this GeneDx (WGS) Form 4?

The reporting person, Dechairo Bryan, is identified as the Chief Operating Officer of GeneDx Holdings Corp. The Form 4 shows his status as an officer, not a director or 10% owner, and reports his personal sales of Class A Common Stock.

What does the RSU disclosure in the GeneDx (WGS) Form 4 mean?

The Form 4 notes that, following the sales, the reporting person beneficially owned RSUs covering up to 28,123 shares of Class A Common Stock. These restricted stock units represent contingent rights to receive shares in the future, vesting in line with their specified terms.