GeneDx (WGS) president receives 35,441 restricted stock units in new equity award

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

GeneDx Holdings Corp.'s President, Mark A. Gardner, received a grant of 35,441 restricted stock units (RSUs) tied to the company’s Class A common stock. Each RSU converts into one share for no cash payment when it settles, making this a compensation award rather than a market purchase.

The award vests in stages, with 25% of the RSUs vesting each July 1, starting on July 1, 2027, as long as Gardner continues serving the company through each vesting date. After this grant, his reported derivative holdings from this award total 35,441 underlying shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider GARDNER MARK A

Role President

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Unit	35,441	$0.00	--

Holdings After Transaction: Restricted Stock Unit — 35,441 shares (Direct, null)

Footnotes (1)

Each restricted stock unit represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon settlement for no consideration. The award shall vest as to 25% of the total award annually each July 1, with the first tranche vesting on July 1, 2027, subject to the Reporting Person's continued service to the Issuer through each vesting date. These restricted stock units do not have an expiration date; they either vest or are cancelled prior to the vesting date.

Key Figures

RSUs granted: 35,441 units Underlying shares: 35,441 shares Vesting schedule: 25% annually +2 more

5 metrics

RSUs granted 35,441 units Restricted stock units awarded to President Mark A. Gardner

Underlying shares 35,441 shares Class A common stock issuable upon RSU settlement

Vesting schedule 25% annually Each July 1, starting July 1, 2027, subject to continued service

Exercise/settlement price $0.00 per share No consideration due on settlement of RSUs

Holdings from this award 35,441 units Total derivative holdings following transaction from this RSU grant

Key Terms

Restricted Stock Unit, Class A Common Stock, vesting, expiration date

4 terms

Restricted Stock Unit financial

"Each restricted stock unit represents a contingent right to receive 1 share"

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

"receive 1 share of the Issuer's Class A Common Stock upon settlement"

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.

vesting financial

"The award shall vest as to 25% of the total award annually each July 1"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

expiration date financial

"These restricted stock units do not have an expiration date; they either vest or are cancelled"

The expiration date is the deadline after which a financial contract, such as an option or a futures agreement, is no longer valid or can be exercised. It matters to investors because it determines the timeframe during which they can take action or benefit from the contract, similar to how a coupon or a food item has a limited period of usefulness. Once the expiration date passes, the contract loses its value or ability to be used.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/01/2026 - 04:11 PM Accepted by SEC EDGAR 07/01/2026 - 04:10 PM

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^*

GARDNER MARK A

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/29/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽¹⁾	06/29/2026		A		35,441		⁽²⁾	⁽²⁾	Class A Common Stock	35,441	$0	35,441	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon settlement for no consideration.

2. The award shall vest as to 25% of the total award annually each July 1, with the first tranche vesting on July 1, 2027, subject to the Reporting Person's continued service to the Issuer through each vesting date. These restricted stock units do not have an expiration date; they either vest or are cancelled prior to the vesting date.

	/s/ Bridget Brown, Attorney-in-Fact	07/01/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did GeneDx (WGS) report for President Mark A. Gardner?

GeneDx reported a grant of 35,441 restricted stock units to President Mark A. Gardner. These RSUs are equity-based compensation that can convert into Class A common shares over time, rather than an open-market stock purchase or sale.

How many restricted stock units did WGS President Mark A. Gardner receive?

Mark A. Gardner received 35,441 restricted stock units from GeneDx. Each unit represents the right to receive one share of Class A common stock in the future, subject to vesting conditions and continued service with the company.

What are the vesting terms of Mark A. Gardner’s RSU award at GeneDx (WGS)?

The RSU award vests in four equal annual installments of 25% each July 1, starting July 1, 2027. Vesting depends on Gardner’s continued service with GeneDx through each vesting date; unvested units can be cancelled if conditions are not met.

Does Mark A. Gardner pay cash for the GeneDx (WGS) RSUs he received?

No, Gardner does not pay cash for these RSUs. Each restricted stock unit represents a contingent right to receive one share of Class A common stock upon settlement for no consideration, making this a non-cash, stock-based compensation grant.

How many shares could Mark A. Gardner ultimately receive from this GeneDx RSU grant?

If fully vested, the 35,441 restricted stock units could convert into 35,441 shares of Class A common stock. Actual shares received depend on the RSUs vesting as scheduled and not being cancelled before the applicable vesting dates.

Is the RSU grant to Mark A. Gardner at GeneDx (WGS) a market signal of buying or selling?

The RSU grant reflects stock-based compensation, not a market buy or sell. It is categorized as a grant or award acquisition, where Gardner receives rights to shares over time rather than executing open-market transactions in GeneDx stock.