GeneDx Holdings WGS director reports indirect sales of Class A stock

Rhea-AI Filing Summary

GeneDx Holdings Corp. (WGS) director reports insider share sales. A reporting person serving as a director filed a Form 4 for multiple sales of GeneDx Class A common stock on 11/24/2025. The trades were executed indirectly through investment entities Kariba LLC, Rugu2 LLC and VAAL Investment Partners Q9 LP, where the director has voting and investment power.

The sales occurred in several blocks at weighted average prices ranging from about $157.80 to $162.175 per share, with each block reported separately. After the reported transactions, the filing shows continued indirect beneficial ownership of GeneDx Class A shares by each of the three entities. The director disclaims beneficial ownership of these securities except to the extent of any pecuniary interest.

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^*

RUCH JOSHUA

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/24/2025

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	11/24/2025		S		201	D	$158.4039(1)	14,644	I	Kariba LLC(2)
Class A Common Stock	11/24/2025		S		625	D	$159.2758(3)	14,019	I	Kariba LLC(2)
Class A Common Stock	11/24/2025		S		889	D	$160.4494(4)	13,130	I	Kariba LLC(2)
Class A Common Stock	11/24/2025		S		1,117	D	$161.1569(5)	12,013	I	Kariba LLC(2)
Class A Common Stock	11/24/2025		S		72	D	$162.039(6)	11,941	I	Kariba LLC(2)
Class A Common Stock	11/24/2025		S		407	D	$158.4039(1)	29,731	I	Rugu2 LLC(2)
Class A Common Stock	11/24/2025		S		1,268	D	$159.2758(3)	28,463	I	Rugu2 LLC(2)
Class A Common Stock	11/24/2025		S		1,805	D	$160.4494(4)	26,658	I	Rugu2 LLC(2)
Class A Common Stock	11/24/2025		S		2,268	D	$161.1569(5)	24,390	I	Rugu2 LLC(2)
Class A Common Stock	11/24/2025		S		147	D	$162.039(6)	24,243	I	Rugu2 LLC(2)
Class A Common Stock	11/24/2025		S		2,016	D	$158.4039(1)	147,268	I	VAAL Investment Partners Q9 LP(2)
Class A Common Stock	11/24/2025		S		6,279	D	$159.2758(3)	140,989	I	VAAL Investment Partners Q9 LP(2)
Class A Common Stock	11/24/2025		S		8,944	D	$160.4494(4)	132,045	I	VAAL Investment Partners Q9 LP(2)
Class A Common Stock	11/24/2025		S		11,234	D	$161.1569(5)	120,811	I	VAAL Investment Partners Q9 LP(2)
Class A Common Stock	11/24/2025		S		728	D	$162.039(6)	120,083	I	VAAL Investment Partners Q9 LP(2)
Class A Common Stock								29,723	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

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $157.80 to $158.79, 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 3 through 6 of this Form 4.

2. Mr. Ruch is (i) a managing member of the managing member of the general partner of Vaal Investment Partners Q9 LP ("Q9"), (ii) a managing member of RUGU2 LLC ("RUGU2") and (iii) a managing member of Kariba LLC ("Kariba"). As such, Mr. Ruch exercises voting and investment power with respect to the shares owned by Q9, RUGU2 and Kariba. Mr. Ruch disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $158.84 to $159.83, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $159.85 to $160.835, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $160.85 to $161.84, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $161.85 to $162.175, inclusive.

	/s/ Bridget Brown, Attorney-in-Fact	11/26/2025
	** 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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FAQ

What did GeneDx Holdings (WGS) disclose in this Form 4 filing?

The filing reports that a director of GeneDx Holdings Corp. executed multiple sales of Class A common stock on 11/24/2025, reported as indirect transactions.

On what date did the GeneDx (WGS) insider transactions occur?

All of the reported trades in GeneDx Class A common stock took place on November 24, 2025, according to the Form 4.

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

The sales were reported at weighted average prices, with underlying trade prices in ranges from $157.80 to $162.175 per share, across several transaction blocks.

How were the GeneDx (WGS) insider sales held and reported?

The transactions were made through Kariba LLC, Rugu2 LLC and VAAL Investment Partners Q9 LP, and are reported as indirect ownership positions.

What is the director’s relationship to the entities holding GeneDx (WGS) shares?

The reporting person is a managing member of entities associated with Q9, RUGU2 and Kariba, and therefore has voting and investment power over their GeneDx shares, while disclaiming beneficial ownership except for any pecuniary interest.

Does the Form 4 show remaining GeneDx (WGS) share ownership after the sales?

Yes. The Form 4 lists amounts of Class A common stock beneficially owned after the transactions for each of the reporting entities, indicating ongoing indirect holdings.