GeneDx Holdings Corp. (WGS) CFO reports RSU vesting and sell-to-cover trades

Rhea-AI Filing Summary

GeneDx Holdings Corp. Chief Financial Officer insider transaction shows routine equity compensation activity. On December 16, 2025, the CFO exercised 7,197 restricted stock units (RSUs), receiving the same number of Class A common shares for no cash consideration. On the same date, multiple small blocks of Class A common stock were sold at weighted average prices between $138.93 and $150.75 per share.

According to the disclosure, these sales were made solely to cover tax withholding obligations arising from the RSU vesting under a “sell to cover” arrangement and were not discretionary trades by the executive. After these transactions, the CFO beneficially owned 8,731 shares of Class A common stock, as well as RSUs representing contingent rights to receive up to 113,504 shares and options to purchase up to 25,906 shares of Class A common stock, all vesting according to their existing terms.

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)
12/16/2025

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	12/16/2025		M		7,197	A	$0(1)	12,586	D
Class A Common Stock	12/16/2025		S(2)		131	D	$138.93(3)	12,455	D
Class A Common Stock	12/16/2025		S(2)		366	D	$140.0824(4)	12,089	D
Class A Common Stock	12/16/2025		S(2)		951	D	$141.2047(5)	11,138	D
Class A Common Stock	12/16/2025		S(2)		215	D	$142.1187(6)	10,923	D
Class A Common Stock	12/16/2025		S(2)		334	D	$144.2738(7)	10,589	D
Class A Common Stock	12/16/2025		S(2)		578	D	$145.3562(8)	10,011	D
Class A Common Stock	12/16/2025		S(2)		699	D	$146.9282(9)	9,312	D
Class A Common Stock	12/16/2025		S(2)		331	D	$148.5496(10)	8,981	D
Class A Common Stock	12/16/2025		S(2)		97	D	$149.198(11)	8,884	D
Class A Common Stock	12/16/2025		S(2)		26	D	$150.75	8,858	D
Class A Common Stock	12/16/2025		S(2)		127	D	$140.45	8,731(12)	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)	12/16/2025		M			7,197	(13)	(13)	Class A Common Stock	7,197	$0	35,984	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 $138.65 to $139.41, 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 through 11.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $139.70 to $140.465, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $140.72 to $141.68, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $141.76 to $142.41, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $143.75 to $144.74, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $144.80 to $145.55, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $146.605 to $147.51, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $147.85 to $148.76, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $149.01 to $149.32, inclusive.

12. Following the reported sale undertaken to satisfy tax withholding liabilities, in addition to the 8,731 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 113,504 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.

13. 6.25% of the total award vested or vests quarterly, subject to the Reporting Person's continued service to the Issuer on each vesting date, and with the first tranche vested on March 16, 2023. 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	12/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did GeneDx Holdings Corp. (WGS) disclose for its CFO?

The filing reports that the Chief Financial Officer of GeneDx Holdings Corp. had 7,197 restricted stock units vest and convert into Class A common stock on December 16, 2025, and sold shares the same day to cover tax withholding obligations tied to that vesting.

How many GeneDx (WGS) shares did the CFO acquire and sell on December 16, 2025?

The CFO acquired 7,197 shares of Class A common stock upon RSU settlement at an exercise price of $0, and then sold multiple smaller blocks of stock, including transactions such as 131 shares at $138.93 and 699 shares at $146.9282 per share, among other similar sales.

Were the GeneDx (WGS) insider sales discretionary or related to tax withholding?

The filing states that the reported sales were made to cover tax withholding obligations in connection with the vesting and settlement of RSUs under a “sell to cover” arrangement, and that they do not represent a discretionary transaction by the reporting person.

What is the CFO’s remaining ownership in GeneDx Holdings Corp. (WGS) after these transactions?

Following the tax-related sales, the CFO beneficially owned 8,731 shares of Class A common stock, plus RSUs representing contingent rights to receive up to 113,504 shares and options to purchase up to 25,906 shares of Class A common stock, subject to their respective vesting schedules.

At what prices were GeneDx (WGS) shares sold in this insider Form 4 filing?

The reported sales occurred at weighted average prices in multiple transactions, including prices such as $138.93, $140.0824, $141.2047, $144.2738, $146.9282, and up to $150.75 per share, with detailed price ranges provided in the footnotes.

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

The RSU award referenced in the filing vests at a rate of 6.25% of the total award quarterly, subject to the CFO’s continued service, with the first tranche having vested on March 16, 2023. The RSUs have no expiration date; they either vest or are cancelled before the vesting date.