GeneDx (WGS) CEO reports RSU grant and tax-related share sales

Rhea-AI Filing Summary

GeneDx Holdings Corp. chief executive officer Katherine Stueland reported a mix of equity awards and related share sales. On March 3, 2026, she acquired 47,684 shares of Class A Common Stock and 40,418 restricted stock units as a grant tied to a 2025 performance-based award.

On March 4, 2026, she sold a total of 25,459 shares of Class A Common Stock in open-market transactions at weighted average prices between about $77 and $79.64 per share to cover tax withholding obligations from the award’s vesting. After these transactions, she directly owned 38,683 shares, plus RSUs for up to 451,912 shares and options for up to 107,610 shares, all subject to their vesting terms.

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^*

Stueland Katherine

(Last) (First) (Middle)

C/O GENEDX HOLDINGS CORP.

333 LUDLOW ST., NORTH TOWER, 6TH FLOOR

(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
X	Officer (give title below)		Other (specify below)
	CHIEF EXECUTIVE OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2026

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	03/03/2026		A(1)		47,684	A	$0	64,142	D
Class A Common Stock	03/04/2026		S(2)		5,861	D	$77.6261(3)	58,281	D
Class A Common Stock	03/04/2026		S(2)		10,465	D	$78.6069(4)	47,816	D
Class A Common Stock	03/04/2026		S(2)		9,133	D	$79.2492(5)	38,683(6)	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	(7)	03/03/2026		A		40,418		(8)	(8)	Class A Common Stock	40,418	$0	40,418	D

Explanation of Responses:

1. The reported transaction represents the certification of achievement of a performance-based restricted stock unit award granted to the Reporting Person by the Issuer's compensation committee on March 15, 2025 (the "2025 PRSU Award"). Vesting of the 2025 PRSU Award is based on achievement of corporate performance metrics tied to revenue and adjusted net income, and subject to the Reporting Person's continued service through the certification date of achievement thereof.

2. The sales reported on this Form 4 represent shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of the 2025 PRSU Award. The sales were effected to satisfy tax withholding obligations to be funded by a "sell to cover" transaction.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.00 to $77.92 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 ranges set forth in this footnote and in footnotes 4 and 5 of this Form 4.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.00 to $78.93 per share, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.00 to $79.64 per share, inclusive.

6. Following the reported sale undertaken to satisfy tax withholding liabilities and as of the date of filing of this Form 4, in addition to the 38,683 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 451,912 shares of Class A Common Stock and options to purchase up to an aggregate 107,610 shares of Class A Common Stock, which RSUs and options vest according to their respective terms.

7. Each restricted stock unit ("RSU") reflected in this row represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon settlement for no consideration, subject to continued service as described in footnote 8 below.

8. 25% of the award shall vest annually on the anniversary of the grant date, with the first tranche vesting on April 1, 2027, subject to the Reporting Person's continued service to the Issuer on each 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	03/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did GeneDx (WGS) CEO Katherine Stueland report?

Katherine Stueland reported equity awards and related share sales. She received 47,684 shares and 40,418 RSUs on March 3, 2026, then sold 25,459 shares on March 4, 2026 in open-market transactions tied to tax withholding.

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

She sold 25,459 shares of GeneDx Class A Common Stock on March 4, 2026. The weighted average sale prices ranged from about $77.00 to $79.64 per share, across multiple open-market transactions disclosed in three separate sale entries.

Why did the GeneDx (WGS) CEO sell shares according to this Form 4?

The filing states the sales were made to cover tax withholding obligations. They relate to the vesting and settlement of a 2025 performance-based restricted stock unit award, executed through a “sell to cover” transaction to fund the required tax payments.

What new equity awards did the GeneDx (WGS) CEO receive?

She received 47,684 shares of Class A Common Stock and 40,418 restricted stock units on March 3, 2026. The RSUs are tied to a 2025 performance-based award and vest over time based on corporate metrics and continued service conditions.

What is the vesting schedule for the new GeneDx (WGS) RSU award?

The RSU award vests 25% annually on each anniversary of the grant date. The first tranche is scheduled to vest on April 1, 2027, subject to Katherine Stueland’s continued service; units either vest or are cancelled before vesting.

How many GeneDx (WGS) shares and derivatives does the CEO hold after these transactions?

After the reported transactions, she directly owns 38,683 shares of Class A Common Stock. She also holds RSUs representing up to 451,912 shares and options to purchase up to 107,610 shares, all subject to their respective vesting terms and conditions.