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GeneDx (WGS) CEO sells shares to cover RSU tax obligations

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

GeneDx Holdings CEO Katherine Stueland exercised restricted stock units that converted into 6,546 shares of Class A Common Stock and sold 3,639 shares at about $53.77 per share. The sale was a “sell to cover” transaction to satisfy tax withholding obligations and was not discretionary. After these transactions, she beneficially owned 96,123 shares of common stock, RSUs for up to 324,275 additional shares, and options to purchase up to 107,610 shares that vest over time.

Positive

  • None.

Negative

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Insights

Routine RSU vesting with tax-related share sale; limited signaling value.

CEO Katherine Stueland converted 6,546 restricted stock units into Class A Common Stock and sold 3,639 shares at about $53.77 per share. Footnotes state the sale was solely to cover tax withholding obligations via a “sell to cover” arrangement and was not discretionary.

Because the disposition funds taxes on equity compensation rather than an active portfolio decision, this carries weak information about her view of GeneDx Holdings Corp. equity. She continues to hold 96,123 shares plus RSUs for up to 324,275 shares and options for up to 107,610 shares, indicating a large remaining equity stake tied to future vesting.

Insider Stueland Katherine
Role CHIEF EXECUTIVE OFFICER
Sold 3,639 shs ($196K)
Type Security Shares Price Value
Exercise Restricted Stock Unit 6,546 $0.00 --
Exercise Class A Common Stock 6,546 $0.00 --
Sale Class A Common Stock 3,639 $53.77 $196K
Holdings After Transaction: Restricted Stock Unit — 13,094 shares (Direct, null); Class A Common Stock — 99,762 shares (Direct, null)
Footnotes (1)
  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. The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of RSUs. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person. Following the reported sale undertaken to satisfy tax withholding liabilities, in addition to the 96,123 shares of Class A Common Stock beneficially owned by the Reporting Person, the Reporting Person beneficially owned RSUs representing contingent rights to receive up to an aggregate of 324,275 shares of Class A Common Stock and options to purchase up to an aggregate of 107,610 shares of Class A Common Stock, which RSUs and options vest according to their respective terms. 6.25% of the total award vested or vests quarterly, subject to the Reporting Person's continued service to the Issuer on each vesting date, and with the first tranche vested on March 9, 2023. These RSUs do not have an expiration date; they either vest or are cancelled prior to the vesting date.
Shares sold 3,639 shares Class A Common Stock sold to cover tax withholding
Sale price $53.77 per share Open-market sale on June 9, 2026
RSUs exercised 6,546 RSUs Converted into Class A Common Stock
Shares owned after 96,123 shares Class A Common Stock beneficially owned post-transaction
RSU rights remaining 324,275 shares RSUs representing contingent rights to Class A Common Stock
Options remaining 107,610 shares Options to purchase Class A Common Stock
RSU vesting rate 6.25% quarterly Vesting schedule with first tranche on March 9, 2023
Restricted Stock Unit financial
"Each restricted stock unit ("RSU") represents a contingent right to receive 1 share of the Issuer's Class A Common Stock..."
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.
sell to cover financial
"The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction..."
Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.
beneficially owned financial
"Following the reported sale... the Reporting Person beneficially owned RSUs representing contingent rights to receive up to an aggregate of 324,275 shares..."
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
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.
tax withholding obligations financial
"The sale reported on this Form 4 represents shares sold... to cover tax withholding obligations in connection with the vesting and settlement of RSUs."
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Stueland Katherine
(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
CHIEF EXECUTIVE OFFICER
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/09/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock06/09/2026M6,546A$0(1)99,762D
Class A Common Stock06/09/2026S(2)3,639D$53.7796,123(3)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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit(1)06/09/2026M6,546 (4) (4)Class A Common Stock6,546$013,094D
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 sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of RSUs. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person.
3. Following the reported sale undertaken to satisfy tax withholding liabilities, in addition to the 96,123 shares of Class A Common Stock beneficially owned by the Reporting Person, the Reporting Person beneficially owned RSUs representing contingent rights to receive up to an aggregate of 324,275 shares of Class A Common Stock and options to purchase up to an aggregate of 107,610 shares of Class A Common Stock, which RSUs and options vest according to their respective terms.
4. 6.25% of the total award vested or vests quarterly, subject to the Reporting Person's continued service to the Issuer on each vesting date, and with the first tranche vested on March 9, 2023. These RSUs do not have an expiration date; they either vest or are cancelled prior to the vesting date.
/s/ Bridget Brown, Attorney-in-Fact06/11/2026
** Signature of Reporting PersonDate
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 transactions did GeneDx (WGS) CEO Katherine Stueland report?

Katherine Stueland reported exercising 6,546 restricted stock units into Class A Common Stock and selling 3,639 shares. The sale was executed to cover tax withholding obligations tied to RSU vesting, rather than as a discretionary decision to reduce her ownership stake.

How many GeneDx (WGS) shares did the CEO sell and at what price?

She sold 3,639 shares of GeneDx Class A Common Stock at approximately $53.77 per share. According to the disclosure, this sale was part of a “sell to cover” transaction used to pay tax withholding obligations arising from the vesting and settlement of RSUs.

Why did GeneDx CEO Katherine Stueland sell shares in this Form 4 filing?

The CEO’s sale was specifically to cover tax withholding obligations triggered by RSU vesting and settlement. The filing notes it was a “sell to cover” transaction and explicitly states it does not represent a discretionary trade by the reporting person in the open market.

What is Katherine Stueland’s remaining equity position in GeneDx (WGS)?

After the reported transactions, she beneficially owned 96,123 shares of Class A Common Stock. She also held RSUs representing rights to receive up to 324,275 additional shares and options to purchase up to 107,610 shares, all of which vest according to their respective schedules.

How do the GeneDx CEO’s RSUs vest over time?

For the RSU award referenced, 6.25% of the total grant vests quarterly, subject to her continued service, with the first tranche vesting on March 9, 2023. These RSUs do not have an expiration date; they either vest on schedule or are cancelled before vesting if conditions are not met.

Does this GeneDx Form 4 indicate a change in the CEO’s commitment?

The filing primarily reflects routine equity compensation activity and tax withholding. The CEO retains 96,123 shares, plus sizable RSU and option positions, suggesting continued substantial exposure to GeneDx equity rather than a meaningful reduction in her long-term ownership stake.