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GeneDx director Jason Ryan sells 39,222 company shares

GeneDx Holdings Corp. director Jason Ryan reported selling a total of 39,222 shares of Class A Common Stock on August 27, 2025, in open-market or private transactions at weighted-average prices around $125–$130 per share.

(Very High)
(Negative)
Form Type
4

Rhea-AI Filing Summary

GeneDx Holdings Corp. director Jason Ryan reported selling a total of 39,222 shares of Class A Common Stock on August 27, 2025, in open-market or private transactions at weighted-average prices around $125–$130 per share. After these trades, the Jason Ryan 2024 GRAT holds 103,284 shares that he beneficially owns, and he directly holds 11,904 shares.

Positive

  • None.

Negative

  • None.

Insights

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.

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.

Insider Ryan Jason
Role Director
Sold 39,222 shs ($5.00M)
Type Security Shares Price Value
Sale Class A Common Stock 8,818 $125.0729 $1.10M
Sale Class A Common Stock 8,969 $126.1536 $1.13M
Sale Class A Common Stock 5,443 $127.4373 $694K
Sale Class A Common Stock 3,452 $128.0408 $442K
Sale Class A Common Stock 9,890 $129.5945 $1.28M
Sale Class A Common Stock 1,500 $130.0103 $195K
Sale Class A Common Stock 1,150 $129.6461 $149K
Holdings After Transaction: Class A Common Stock — 103,284 shares (Indirect, By Jason Ryan 2024 GRAT); Class A Common Stock — 11,904 shares (Direct)
Footnotes (8)
  1. F1. 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. F2. 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. F3. 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. F4. 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. F5. 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. F6. 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. F7. 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. F8. 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.
Shares sold 39,222 shares Aggregate Class A Common Stock sold by Jason Ryan on August 27, 2025
Sell transactions 7 Number of separate sale transactions reported in the Form 4
Sale price example $125.0729 per share Weighted-average price per share for one sale tranche on August 27, 2025
Sale price example $130.0103 per share Weighted-average price per share for another sale tranche on August 27, 2025
Indirect holdings after transactions 103,284 shares Class A Common Stock held by the Jason Ryan 2024 GRAT after the reported sales
Direct holdings after transactions 11,904 shares Class A Common Stock held directly by Jason Ryan after his August 27, 2025 sale
Class A Common Stock financial
"Security title reported as Class A Common Stock for all transactions"
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.
weighted average price financial
"The reported price in Column 4 is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
GRAT financial
"Jason Ryan 2024 GRAT Trust U/A DTD 11/7/2024 (the "GRAT")."
beneficial owner financial
"The reporting person remains the beneficial owner of the securities held by the GRAT."
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

FAQ

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

What insider activity did GeneDx (WGS) report for Jason Ryan?

GeneDx reported that director Jason Ryan sold 39,222 shares of Class A Common Stock on August 27, 2025. The sales were open-market or private transactions executed at weighted-average prices in the mid-$120s to around $130 per share.

How many GeneDx (WGS) shares did Jason Ryan sell and at what prices?

Jason Ryan sold 39,222 shares of GeneDx Class A Common Stock on August 27, 2025. The filing lists weighted-average sale prices for individual tranches, such as $125.0729 and $130.0103 per share, reflecting multiple trades aggregated by price.

What are Jason Ryan’s remaining GeneDx (WGS) holdings after these sales?

After the reported transactions, the Jason Ryan 2024 GRAT holds 103,284 shares of GeneDx Class A Common Stock, which he beneficially owns. Separately, he directly holds 11,904 shares, according to the post-transaction balance shown for his direct ownership line.

Were Jason Ryan’s GeneDx (WGS) sales made through a trust?

Yes. Most of the reported sales were from shares held indirectly by the Jason Ryan 2024 GRAT, a Grantor Retained Annuity Trust. A footnote states he is the trustee and sole annuitant and remains the beneficial owner of the GRAT’s securities.

Did the GeneDx (WGS) filing report any options or derivatives for Jason Ryan?

No derivative transactions were reported in this filing. The derivativeSummary is empty and all seven reported trades involve non-derivative Class A Common Stock. The focus of this Form 4 is solely on common share sales and resulting share holdings.

How many separate GeneDx (WGS) transactions did Jason Ryan report?

Jason Ryan reported seven separate sale transactions on August 27, 2025. Six involved shares held indirectly through the 2024 GRAT, and one involved 1,150 shares sold from his direct holdings, leaving him with 11,904 directly held shares afterward.

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

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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*
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).
** 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.

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