[Form 4] GeneDx Holdings Corp. Insider Trading Activity

Rhea-AI Filing Summary

GeneDx Holdings Corp. Chief Financial Officer Kevin Feeley reported multiple transactions in the company’s Class A common stock on 09/30/2025. Mr. Feeley acquired 1,246 shares via exercise of employee stock options at an exercise price of $32.67 and sold a series of shares in multiple transactions under a Rule 10b5-1 trading plan adopted August 21, 2024. The reported sales totaled 7,609 shares across weighted-average prices ranging from about $104.98 to $113.68, leaving the reporting person with 3,392 shares beneficially owned. The filing discloses outstanding RSUs for up to 124,633 shares and options for up to 25,906 shares that vest over time.

Positive

• Trades conducted under a Rule 10b5-1 plan, indicating preplanned, preapproved disposition
• Exercise of stock options (1,246 shares at $32.67) demonstrates use of compensation framework
• Transparency in reporting with footnotes offering price ranges and willingness to provide detailed execution information

Negative

• Substantial contingent equity awards disclosed (RSUs for up to 124,633 shares and options for up to 25,906 shares), which may dilute existing shareholders if and when vested or exercised
• Significant sales on a single day (totaling 7,609 shares reported) reduced the reporting person’s direct holdings to 3,392 shares

Insights

Securities Analyst

Insider exercised options and executed preplanned stock sales; sales appear routine, not event-driven.

The Form 4 shows an option exercise for 1,246 shares at $32.67 and multiple sales on 09/30/2025 conducted pursuant to a Rule 10b5-1 plan adopted 08/21/2024. The sales were executed at weighted-average prices spanning roughly $105 to $114, and reduced direct beneficial ownership to 3,392 shares. Disclosure of sizable unvested RSUs (124,633) and options (25,906) is material for future dilution analysis. Overall the activity signals planned liquidity by the CFO rather than an ad hoc disposition tied to undisclosed material events.

Corporate Governance Expert

Compliance appearance is strong: trades executed under a 10b5-1 plan and accompanied by explanatory footnotes.

The filing includes explicit footnotes describing that the sales were under a Rule 10b5-1 plan and provides price ranges and an undertaking to provide detailed execution pricing on request. The presence of an attorney-in-fact signature further documents procedural formalities. For governance review, the remaining direct ownership and large contingent equity awards are relevant to executive alignment and potential dilution but no regulatory or procedural concerns are evident from the filing alone.

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

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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).

1. Name and Address of Reporting Person^*

Feeley Kevin

(Last) (First) (Middle)

C/O GENEDX HOLDINGS CORP.

(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)
09/30/2025

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	09/30/2025		M(1)		1,246	A	$32.67	10,001	D
Class A Common Stock	09/30/2025		S(1)		344	D	$105.2412(2)	9,657	D
Class A Common Stock	09/30/2025		S(1)		387	D	$106.8574(3)	9,270	D
Class A Common Stock	09/30/2025		S(1)		2,715	D	$107.6835(4)	6,555	D
Class A Common Stock	09/30/2025		S(1)		2,152	D	$108.667(5)	4,403	D
Class A Common Stock	09/30/2025		S(1)		421	D	$110.0474(6)	3,982	D
Class A Common Stock	09/30/2025		S(1)		520	D	$111.9312(7)	3,462	D
Class A Common Stock	09/30/2025		S(1)		70	D	$113.68	3,392(8)	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
Employee Stock Option (Right to Buy)	$32.67	09/30/2025		M(1)			1,246	(9)	08/31/2032	Class A Common Stock	1,246	$0	4,982	D

Explanation of Responses:

1. The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 21, 2024.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $104.98 to $105.91, 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 7.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $106.1354 to $107.01, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $107.22 to $108.20, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $108.23 to $109.1754, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $109.3225 to $110.25, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $111.50 to $112.04, inclusive.

8. Following the reported sales effectuated pursuant to a 10b5-1 plan, in addition to the 3,392 shares of Class A common stock beneficially owned by the Reporting Person, the Reporting Person beneficially owned restricted stock units ("RSUs") representing contingent rights to receive up to an aggregate of 124,633 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.

9. The award vested or vests as to 6.25% of the total award quarterly over the 4-year period commencing on December 1, 2022 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.

	/s/ Bridget Brown, Attorney-in-Fact	10/01/2025
	** 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).
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.

FAQ

What transactions did GeneDx (WGS) CFO Kevin Feeley report on Form 4?

He exercised 1,246 options at $32.67 and sold multiple blocks of Class A shares on 09/30/2025 under a Rule 10b5-1 plan.

Were the sales by the reporting person preplanned or discretionary?

The sales were executed pursuant to a Rule 10b5-1 trading plan adopted on August 21, 2024, per the filing.

How many shares does the reporting person beneficially own after these transactions?

Direct beneficial ownership reported is 3,392 shares following the transactions on 09/30/2025.

Does the Form 4 disclose other equity awards for the reporting person?

Yes: restricted stock units representing rights to up to 124,633 shares and options to purchase up to 25,906 shares, subject to vesting terms.

What price ranges were the sales executed at?

Weighted-average sales prices are reported in footnotes with ranges approximately from $104.98 up to $113.68 across different sale blocks.