GeneDx CFO sells 3,728 shares to cover taxes
GeneDx’s CFO exercised RSUs and sold 3,728 shares solely to cover tax withholding from the vesting.
Rhea-AI Filing Summary
GeneDx Holdings Corp. (WGS) reported insider activity by Chief Financial Officer Kevin Feeley on September 16, 2026 related to vesting RSUs and associated tax withholding. Feeley exercised 7,197 Restricted Stock Units, receiving an equal number of Class A Common shares for no cash consideration, then sold 3,728 shares in multiple open-market transactions strictly to cover tax withholding obligations under a pre-arranged “sell to cover” mechanism, which the company states did not represent a discretionary transaction by him. After these trades, he beneficially owned 44,945 shares of Class A Common Stock and also held RSUs covering up to 71,667 shares and options for up to 25,906 shares, all vesting according to their existing terms.
Positive
- None.
Negative
- None.
Insider Trade Summary
Exercise and sale activity reported; no spread calculated
Exercise and Sale
7 txns
Insider
Feeley Kevin
Role
CHIEF FINANCIAL OFFICER
Sold
3,728 shs ($364K)
Approx. gross sale proceeds
$364K
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Unit F1, F9 | 7,197 | $0.00 | $0.00 |
| Exercise | Class A Common Stock F1 | 7,197 | $0.00 | $0.00 |
| Sale | Class A Common Stock F2, F3 | 586 | $94.258 | $55K |
| Sale | Class A Common Stock F2, F4 | 52 | $95.405 | $5K |
| Sale | Class A Common Stock F2, F5 | 541 | $96.9009 | $52K |
| Sale | Class A Common Stock F2, F6 | 1,470 | $98.27 | $144K |
| Sale | Class A Common Stock F2, F7, F8 | 1,079 | $98.995 | $107K |
Holdings After Transaction:
Restricted Stock Unit — 14,393 contracts (Direct);
Class A Common Stock — 44,945 shares (Direct)
Footnotes (9)
- 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.
- F2. 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.
- F3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $94.23 to $94.855 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. 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 7 of this Form 4.
- F4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $95.29 to $95.52 per share, inclusive.
- F5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.445 to $97.40 per share, inclusive.
- F6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $97.565 to $98.535 per share, inclusive.
- F7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $98.60 to $99.305 per share, inclusive.
- F8. Following the reported sale undertaken to satisfy tax withholding liabilities, in addition to the 44,945 shares of Class A Common Stock beneficially owned by the Reporting Person, the Reporting Person held RSUs representing contingent rights to receive up to an aggregate 71,667 shares of the Issuer's 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.
- F9. 6.25% of the total award vested or vests quarterly, with the first tranche vested on June 16, 2023, 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.
Key Figures
RSUs exercised: 7,197 units
Shares sold to cover taxes: 3,728 shares
Sale price range (lot 1): $94.23–$94.855 per share
+5 more
8 metrics
RSUs exercised
7,197 units
RSUs converted into Class A Common Stock on September 16, 2026
Shares sold to cover taxes
3,728 shares
Class A Common Stock sold on September 16, 2026 in multiple transactions
Sale price range (lot 1)
$94.23–$94.855 per share
Weighted average price range for one sale bucket (586 shares)
Sale price range (lot 5)
$98.60–$99.305 per share
Weighted average price range for another sale bucket (1,079 shares)
Shares beneficially owned after sale
44,945 shares
Class A Common Stock directly beneficially owned by the CFO after transactions
Unvested RSUs outstanding
71,667 units
RSUs representing contingent rights to receive Class A Common Stock
Stock options outstanding
25,906 options
Options to purchase Class A Common Stock held by the CFO
Quarterly vesting rate
6.25% of award per quarter
RSU grant vesting schedule beginning June 16, 2023
Key Terms
Restricted Stock Unit, sell to cover, weighted average price, beneficially owned, +1 more
5 terms
Restricted Stock Unit financial
"Each restricted stock unit ("RSU") represents a contingent right to receive 1 share"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
sell to cover financial
"to be funded by a "sell to cover" transaction and does not represent"
Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.
weighted average price financial
"The price reported in Column 4 is a weighted average price"
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
beneficially owned financial
"in addition to the 44,945 shares of Class A Common Stock beneficially owned"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
tax withholding obligations financial
"shares sold by the Reporting Person to cover tax withholding obligations"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transactions did WGS CFO Kevin Feeley report on September 16, 2026?
He exercised 7,197 RSUs into an equal number of GeneDx Class A Common shares at $0 per share and then sold 3,728 shares in multiple transactions, with the sales used solely to cover tax withholding on the RSU vesting.
Were the WGS insider sales by the CFO discretionary trades?
No. The company discloses that the 3,728 shares were sold to satisfy tax withholding obligations related to RSU vesting, funded by a “sell to cover” transaction, and that the sales do not represent a discretionary transaction by the CFO.
What is the CFO’s remaining direct ownership in GeneDx (WGS) after these transactions?
Following the tax-related sales, Kevin Feeley beneficially owned 44,945 shares of GeneDx Class A Common Stock, plus RSUs covering up to 71,667 shares and stock options for up to 25,906 shares, all subject to their vesting terms.
What are Restricted Stock Units (RSUs) in the context of WGS’s insider filing?
Each RSU represents a contingent right to receive 1 share of GeneDx Class A Common Stock for no consideration upon settlement, subject to vesting conditions. For this grant, 6.25% of the award vests quarterly starting June 16, 2023, as long as service continues.
Was Kevin Feeley’s September 16, 2026 WGS trading under a Rule 10b5-1 plan?
The document-level Rule 10b5-1 checkbox is not checked, and the disclosure instead characterizes the sales as a sell to cover tax-withholding mechanism, rather than as trades executed under a Rule 10b5-1 trading plan.
AI-generated analysis. How Rhea-AI works. Not financial advice.
