GeneDx (WGS) COO sells 3,413 shares in RSU tax sell-to-cover

Rhea-AI Filing Summary

GeneDx Holdings Corp. Chief Operating Officer Bryan Dechairo reported RSU vesting and related share sales. On February 1, 2026, 9,374 restricted stock units converted into an equal number of Class A Common shares at $0 per share upon vesting. On February 2, 2026, he sold a total of 3,413 shares in multiple transactions at weighted average prices between $96.7676 and $100.3146 per share to cover tax withholding obligations under a “sell to cover” arrangement, described as non-discretionary. Following these transactions, he directly beneficially owned 5,961 shares of Class A Common Stock and RSUs representing contingent rights to receive up to 28,123 additional shares, vesting over time subject to continued service.

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^*

Dechairo Bryan

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2026

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	02/01/2026		M		9,374	A	$0(1)	9,374	D
Class A Common Stock	02/02/2026		S(2)		93	D	$96.7676(3)	9,281	D
Class A Common Stock	02/02/2026		S(2)		492	D	$98.6117(4)	8,789	D
Class A Common Stock	02/02/2026		S(2)		1,662	D	$99.3974(5)	7,127	D
Class A Common Stock	02/02/2026		S(2)		1,166	D	$100.3146(6)	5,961(7)	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	(1)	02/01/2026		M			9,374	(8)	(8)	Class A Common Stock	9,374	$0	28,123	D

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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.60 to $96.86, 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 through 6 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 $97.895 to $98.88, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $98.9075 to $99.88, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.93 to $100.7675, inclusive.

7. Following the reported sale undertaken to satisfy tax withholding liabilities, in addition to the 5,961 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 28,123 shares of Class A Common Stock, which RSUs vest according to their terms.

8. 1/4 of the total award vested or vests annually, subject to the Reporting Person's continued service to the Issuer on each vesting date, and with the first tranche vested on February 1, 2026. 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	02/03/2026
	** 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).
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FAQ

What insider transaction did GeneDx (WGS) report for COO Bryan Dechairo?

GeneDx reported RSU vesting and related share sales by COO Bryan Dechairo. 9,374 restricted stock units vested into Class A shares, and 3,413 of those shares were sold in multiple trades to cover tax withholding obligations under a pre-arranged sell-to-cover setup.

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

The COO sold a total of 3,413 GeneDx Class A shares. The shares were sold on February 2, 2026, in four weighted-average price blocks ranging from $96.7676 to $100.3146 per share, as detailed in the Form 4 transaction table and footnotes.

Was the GeneDx (WGS) COO share sale a discretionary transaction?

The filing states the COO’s sales were not discretionary. Footnote language explains the 3,413 shares were sold solely to cover tax withholding obligations arising from RSU vesting using a “sell to cover” transaction, rather than an open-market discretionary sale decision.

How many GeneDx (WGS) shares does the COO own after these transactions?

After the reported trades, the COO directly owns 5,961 shares. The Form 4 also notes that, in addition to these Class A shares, he beneficially holds RSUs representing contingent rights to receive up to 28,123 additional GeneDx Class A shares over time.

What are the terms of the GeneDx (WGS) RSUs held by the COO?

The RSUs vest in annual tranches over four years. According to the disclosure, one quarter of the total RSU award vests each year, subject to continued service, with the first tranche vesting on February 1, 2026, and units either vesting or being cancelled before vesting.

What does each GeneDx (WGS) RSU represent in this Form 4 filing?

Each RSU represents a right to receive one Class A share. The filing clarifies that every restricted stock unit converts into one share of GeneDx Class A Common Stock upon settlement for no cash consideration, effectively delivering equity rather than cash compensation.