GeneDx Board Member Increases Stake to 154,000 Shares Through Vesting Awards

Rhea-AI Filing Summary

Director Jason Ryan of GeneDx Holdings reported multiple transactions in Class A Common Stock on June 18, 2025:

• Acquired 12,924 shares through the conversion of Restricted Stock Units (RSUs) at $0 cost, resulting in direct ownership of 13,054 shares
• Received a new grant of 3,576 RSUs that will vest at the earlier of next annual shareholder meeting or first grant anniversary
• Maintains indirect ownership of 141,356 shares through the Jason Ryan 2024 GRAT

The RSUs represent a contingent right to receive one share of Class A Common Stock upon settlement without consideration. The filing demonstrates continued equity-based compensation for board service and significant insider ownership through both direct holdings and a grantor retained annuity trust structure.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Ryan Jason

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025

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	06/18/2025		M		12,924	A	$0(1)	13,054	D
Class A Common Stock								141,356	I	By Jason Ryan 2024 GRAT

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)	06/18/2025		A		3,576		(2)	(2)	Class A Common Stock	3,576	$0	3,576	D
Restricted Stock Unit	(1)	06/18/2025		M			12,924	(2)	(2)	Class A Common Stock	12,924	$0	0	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 RSUs shall vest the earlier of (a) the date of the next annual meeting of the Issuer's shareholders following the grant date, and (b) the first anniversary of the grant date, subject to the Reporting Person continuing to provide services to the Issuer through each vesting date.

	/s/ Bridget Brown, Attorney-in-Fact	06/23/2025
	** 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

How many WGS shares did Director Jason Ryan acquire on June 18, 2025?

Director Jason Ryan acquired 12,924 shares of Class A Common Stock on June 18, 2025 through the settlement of Restricted Stock Units (RSUs). Additionally, he was granted 3,576 new RSUs on the same date.

What is the total amount of WGS shares Jason Ryan owns directly after the reported transactions?

Following the reported transactions, Jason Ryan directly owns 13,054 shares of WGS Class A Common Stock. He also indirectly owns 141,356 shares through the Jason Ryan 2024 GRAT.

What are the vesting terms for the new WGS RSUs granted to Jason Ryan?

The RSUs will vest at the earlier of: (a) the date of the next annual meeting of WGS shareholders following the grant date, or (b) the first anniversary of the grant date, subject to Ryan continuing to provide services to GeneDx Holdings Corp.

What was the exercise price of the WGS RSUs converted to shares?

The RSUs were converted to shares for no consideration ($0). As stated in the filing, each RSU represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon settlement for no consideration.

How many WGS shares does Jason Ryan own indirectly and through what entity?

Jason Ryan indirectly owns 141,356 shares of WGS Class A Common Stock through the Jason Ryan 2024 GRAT (Grantor Retained Annuity Trust).