[Form 4] GeneDx Holdings Corp. Insider Trading Activity

Rhea-AI Filing Summary

Ryan Jason, a director of GeneDx Holdings Corp. (WGS), reported multiple open-market dispositions of Class A common stock on 08/27/2025. The Form 4 records seven separate sales totaling 39,222 shares (8,818; 8,969; 5,443; 3,452; 9,890; 1,500; 1,150) at weighted-average prices ranging roughly from $124.50 to $130.19 per share. After these transactions, the filing shows beneficial ownership positions reported as indirect through the "Jason Ryan 2024 GRAT," with the largest reported post-transaction position at 132,538 shares and the smallest at 11,904 shares; one line shows 103,284 shares directly or indirectly owned. The filing discloses that Jason Ryan is trustee and sole annuitant of the GRAT and remains the beneficial owner of securities held by the trust.

Insights

Corporate Governance Expert

TL;DR: Director executed multiple weighted-average share sales while retaining beneficial ownership via a GRAT; disclosure is compliant and detailed.

The Form 4 provides clear, transaction-level disclosure of seven dispositions on 08/27/2025, including weighted-average prices and post-transaction beneficial ownership counts. The reporting person identifies the Jason Ryan 2024 GRAT and confirms continued beneficial ownership through that trust, which clarifies indirect ownership relationships for governance transparency. For boards and compliance officers, the filing demonstrates adherence to Section 16 reporting requirements and includes footnotes offering price ranges per tranche, enabling precise review if requested by regulators or shareholders.

Securities Analyst

TL;DR: Substantial insider sales (39,222 shares) disclosed with price ranges; impact appears informational rather than clearly material.

The schedule of sales lists aggregate dispositions across seven entries totaling 39,222 Class A shares with weighted-average prices from approximately $124.50 to $130.19. Post-transaction beneficial ownership figures are provided per line, including 132,538, 123,569, 118,126, 114,674, 104,784, 103,284, and 11,904. The analyst note is factual: the filing supplies granular sale information and confirms that the reporter is trustee and sole annuitant of the GRAT, maintaining beneficial ownership through the trust vehicle.

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^*

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)
08/27/2025

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	08/27/2025		S		8,818	D	$125.0729(1)	132,538	I	By Jason Ryan 2024 GRAT(2)
Class A Common Stock	08/27/2025		S		8,969	D	$126.1536(3)	123,569	I	By Jason Ryan 2024 GRAT(2)
Class A Common Stock	08/27/2025		S		5,443	D	$127.4373(4)	118,126	I	By Jason Ryan 2024 GRAT(2)
Class A Common Stock	08/27/2025		S		3,452	D	$128.0408(5)	114,674	I	By Jason Ryan 2024 GRAT(2)
Class A Common Stock	08/27/2025		S		9,890	D	$129.5945(6)	104,784	I	By Jason Ryan 2024 GRAT(2)
Class A Common Stock	08/27/2025		S		1,500	D	$130.0103(7)	103,284	I	By Jason Ryan 2024 GRAT(2)
Class A Common Stock	08/27/2025		S		1,150	D	$129.6461(8)	11,904	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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $124.50 to $125.44 per share, 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 range set forth in this footnote.

2. The reporting person is the trustee of the Jason Ryan 2024 GRAT Trust U/A DTD 11/7/2024 (the "GRAT"), and the reporting person is the sole annuitant of the GRAT. The reporting person remains the beneficial owner of the securities held by the GRAT.

3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $125.655 to $126.62 per share, 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 range set forth in this footnote.

4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $126.76 to $127.75 per share, 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 range set forth in this footnote.

5. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $127.76 to $128.75 per share, 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 range set forth in this footnote.

6. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $128.89 to $129.88 per share, 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 range set forth in this footnote.

7. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $129.91 to $130.19 per share, 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 range set forth in this footnote.

8. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $129.50 to $129.76 per share, 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 range set forth in this footnote.

	/s/ Bridget Brown, Attorney-in-Fact	08/27/2025
	** 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).
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