GeneDx (WGS) CFO nets PRSU awards, sells 6,187 shares

Rhea-AI Filing Summary

GeneDx Holdings Corp. Chief Financial Officer Kevin Feeley reported a mix of equity awards and share sales. On March 3, 2026, he acquired 15,262 shares of Class A Common Stock and 10,865 RSUs at no cost in connection with a performance-based restricted stock unit award tied to revenue and adjusted net income.

On March 4, 2026, he sold a total of 6,187 shares of Class A Common Stock in open-market transactions at weighted average prices in the high-$70 range to cover tax withholding obligations from that vesting. After these transactions, he beneficially owned 18,674 shares, plus RSUs for up to 122,897 shares and options for up to 25,906 shares, subject to vesting.

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

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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)
03/03/2026

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/03/2026		A(1)		15,262	A	$0	24,861	D
Class A Common Stock	03/04/2026		S(2)		1,424	D	$77.6261(3)	23,437	D
Class A Common Stock	03/04/2026		S(2)		2,543	D	$78.6069(4)	20,894	D
Class A Common Stock	03/04/2026		S(2)		2,220	D	$79.2492(5)	18,674(6)	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	(7)	03/03/2026		A		10,865		(8)	(8)	Class A Common Stock	10,865	$0	10,865	D

Explanation of Responses:

1. The reported transaction represents the certification of achievement of a performance-based restricted stock unit award granted to the Reporting Person by the Issuer's compensation committee on March 15, 2025 (the "2025 PRSU Award"). Vesting of the 2025 PRSU Award is based on achievement of corporate performance metrics tied to revenue and adjusted net income, and subject to the Reporting Person's continued service through the certification date of achievement thereof.

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 the 2025 PRSU Award. The sales were effected to satisfy tax withholding obligations to be funded by a "sell to cover" transaction.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.00 to $77.92 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 4 and 5 of this Form 4.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.00 to $78.93 per share, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.00 to $79.64 per share, inclusive.

6. Following the reported sale undertaken to satisfy tax withholding liabilities and as of the date of filing of this Form 4, in addition to the 18,674 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 122,897 shares of Class A Common Stock and options to purchase up to an aggregate 25,906 shares of Class A Common Stock, which RSUs and options vest according to their respective terms.

7. Each restricted stock unit ("RSU") reflected in this row represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon settlement for no consideration, subject to continued service as described in footnote 8 below.

8. 25% of the award shall vest annually on the anniversary of the grant date, with the first tranche vesting on April 1, 2027, subject to the Reporting Person's continued service to the Issuer on each vesting date. 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	03/05/2026
	** 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).
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FAQ

What insider transactions did GeneDx (WGS) report for CFO Kevin Feeley?

GeneDx’s CFO Kevin Feeley reported both equity awards and sales. He received 15,262 shares and 10,865 RSUs from a performance-based award, then sold 6,187 shares to cover tax withholding obligations related to that vesting, all in early March 2026.

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

Kevin Feeley sold 6,187 shares of GeneDx Class A Common Stock. The weighted average sale prices were in the high-$70 range per share, across multiple open-market transactions, with detailed price ranges disclosed in the footnotes to the Form 4 filing.

Why did the GeneDx (WGS) CFO sell shares according to the Form 4?

The filing states the sales were solely to cover tax withholding obligations. They were executed as “sell to cover” transactions in connection with the vesting and settlement of a 2025 performance-based restricted stock unit award granted to the CFO.

What new equity awards did the GeneDx (WGS) CFO receive?

Kevin Feeley received 15,262 shares of Class A Common Stock and 10,865 restricted stock units. These awards relate to a performance-based restricted stock unit grant tied to revenue and adjusted net income metrics, with vesting contingent on continued service through the certification date.

What is the GeneDx (WGS) CFO’s equity position after these transactions?

After the reported tax-related sales, the CFO beneficially owned 18,674 shares of Class A Common Stock. He also held RSUs representing rights to up to 122,897 additional shares and options for up to 25,906 shares, each vesting under their respective schedules.

How do the GeneDx (WGS) CFO’s RSUs vest over time?

Each RSU represents a right to receive one share at settlement for no cash consideration. Twenty-five percent of a referenced RSU award vests annually starting April 1, 2027, with vesting subject to the CFO’s continued service on each applicable vesting date.