GeneDx director exercises 3,576 RSUs, gets new grant

GeneDx Holdings Corp. director Richard C. Pfenniger Jr. reported equity compensation changes involving Class A Common Stock and restricted stock units.

Rhea-AI Filing Summary

GeneDx Holdings Corp. director Richard C. Pfenniger Jr. reported equity compensation changes involving Class A Common Stock and restricted stock units. He exercised 3,576 restricted stock units into the same number of Class A shares, increasing his direct holdings to 45,082 shares after the transaction.

On the same date, he received a new grant of 4,248 restricted stock units, each representing a right to one share of Class A Common Stock for no cash consideration. According to the terms, the new RSU award vests in full on the earlier of the 2027 annual stockholders’ meeting or the first anniversary of the grant date, subject to continued service.

Insider Trade Summary

3,576 shares exercised/converted

Exercise 3 txns

Insider PFENNIGER RICHARD C JR

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Unit	4,248	$0.00	$0.00
Exercise	Restricted Stock Unit	3,576	$0.00	$0.00
Exercise	Class A Common Stock	3,576	$0.00	$0.00

Holdings After Transaction: Restricted Stock Unit — 4,248 contracts (Direct); Class A Common Stock — 45,082 shares (Direct)

Footnotes (3)

1. 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.
2. F2. The entire award shall vest on the earlier of the (i) date of the 2027 annual meeting of the Issuer's stockholders, or (ii) first anniversary of the grant date, subject to the Reporting Person's continued service to the Issuer through the vesting date. These RSUs do not have an expiration date; they either vest or are cancelled prior to the vesting date.
3. F3. The entire award vested or vests on the earlier of the: (i) date of the 2026 annual meeting of the Issuer's stockholders, or (ii) first anniversary of the grant date, subject to the Reporting Person's continued service to the Issuer through the 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: 3,576 units New RSU grant: 4,248 units Shares held after exercise: 45,082 shares +2 more

5 metrics

RSUs exercised 3,576 units Converted into 3,576 shares of Class A Common Stock

New RSU grant 4,248 units New restricted stock unit award linked to Class A Common Stock

Shares held after exercise 45,082 shares Class A Common Stock directly owned following the transactions

Exercise transactions 1 transaction, 3,576 shares Exercise or conversion of derivative security on 2026-06-18

Compensation acquisitions 3 acquire-type entries All reported transactions classified as acquisitions on 2026-06-18

Key Terms

Restricted Stock Unit, Class A Common Stock, Exercise or conversion of derivative security, Grant, award, or other acquisition

4 terms

Restricted Stock Unit financial

"The entire award shall vest on the earlier of the (i) date of the 2027 annual meeting of the Issuer's stockholders..."

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.

Class A Common Stock financial

"Each restricted stock unit ("RSU") represents a contingent right to receive 1 share of the Issuer's Class A Common Stock..."

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

Exercise or conversion of derivative security financial

"transaction_code_description": "Exercise or conversion of derivative security""

Grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did GeneDx (WGS) director Richard C. Pfenniger Jr. report in this Form 4?

He reported routine equity compensation activity, exercising 3,576 restricted stock units into Class A Common Stock and receiving a new grant of 4,248 restricted stock units, all held directly as part of his director compensation at GeneDx Holdings Corp.

How many GeneDx (WGS) shares does Richard C. Pfenniger Jr. hold after these transactions?

After exercising restricted stock units, he directly holds 45,082 shares of GeneDx Class A Common Stock. In addition, he holds 4,248 restricted stock units that may convert into the same number of shares upon future vesting, subject to continued service-based conditions.

What restricted stock unit activity did GeneDx (WGS) disclose for Richard C. Pfenniger Jr.?

He exercised 3,576 restricted stock units into 3,576 Class A Common shares and received a new grant of 4,248 restricted stock units. Each RSU represents a contingent right to one share for no cash consideration upon settlement, if the vesting conditions are satisfied.

When do the new GeneDx (WGS) restricted stock units for Richard C. Pfenniger Jr. vest?

The entire new RSU award vests on the earlier of the 2027 annual meeting of GeneDx stockholders or the first anniversary of the grant date. Vesting requires his continued service to the company through that vesting date, otherwise units may be cancelled.

Did Richard C. Pfenniger Jr. buy or sell GeneDx (WGS) shares on the open market?

No open-market buys or sells were reported. The Form 4 shows an exercise of 3,576 restricted stock units and a grant of 4,248 new restricted stock units, both compensation-related transactions rather than discretionary market purchases or sales of GeneDx stock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/23/2026 - 04:29 PM EDT Learn about SEC filing dates

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^*

PFENNIGER RICHARD C JR

(Last) (First) (Middle)

C/O GENEDX HOLDINGS CORP.

333 LUDLOW ST., NORTH TOWER, 6TH FLOOR

(Street)

STAMFORD CONNECTICUT 06902

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	06/18/2026		M		3,576	A	$0(1)	45,082	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)	06/18/2026		A		4,248		(2)	(2)	Class A Common Stock	4,248	$0	4,248	D
Restricted Stock Unit	(1)	06/18/2026		M			3,576	(3)	(3)	Class A Common Stock	3,576	$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 entire award shall vest on the earlier of the (i) date of the 2027 annual meeting of the Issuer's stockholders, or (ii) first anniversary of the grant date, subject to the Reporting Person's continued service to the Issuer through the vesting date. These RSUs do not have an expiration date; they either vest or are cancelled prior to the vesting date.

3. The entire award vested or vests on the earlier of the: (i) date of the 2026 annual meeting of the Issuer's stockholders, or (ii) first anniversary of the grant date, subject to the Reporting Person's continued service to the Issuer through the vesting date. 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	06/23/2026
	** 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.
* Form 4: SEC 1474 (03-26)