[Form 4] GeneDx Holdings Corp. Insider Trading Activity

Rhea-AI Filing Summary

Katherine Stueland, Chief Executive Officer and a director of GeneDx Holdings Corp. (WGS), reported multiple sales of Class A common stock on 09/30/2025 under a preexisting Rule 10b5-1 trading plan adopted August 16, 2024. The Form 4 shows eight separate sale entries that together reduced her direct beneficial holdings from 13,972 shares to 1,720 shares held directly after the transactions. Reported weighted-average prices for the sales ranged from about $104.98 to $112.04 per share.

The filing discloses that, in addition to the 1,720 directly held shares, Ms. Stueland beneficially owns restricted stock units convertible into up to 444,539 shares and options to purchase up to 107,610 shares that vest according to their terms. The transactions were executed pursuant to the 10b5-1 plan and the Form 4 was signed by an attorney-in-fact on 10/01/2025.

Positive

• Sales executed under a documented Rule 10b5-1 trading plan, indicating preplanned, rule-compliant transactions
• Detailed footnotes and undertaking to provide per-trade allocation improve disclosure transparency

Negative

• Substantial reduction in direct holdings from 13,972 shares to 1,720 shares following the reported sales
• Large contingent equity remains outstanding (444,539 RSUs and 107,610 options), which could affect future dilution or insider economic exposure

Insights

Securities Analyst

TL;DR Insider sales were executed under a Rule 10b5-1 plan; direct holdings materially decreased while significant RSUs and options remain outstanding.

The filing documents methodical, plan-based disposals on a single date that reduced the reporting person’s direct share count from 13,972 to 1,720 shares. Sales were disclosed with weighted-average prices across multiple trade ranges between ~$105 and ~$112 per share, indicating the trades were spread across several executions. The 10b5-1 disclosure and the footnotes provide price ranges and an undertaking to supply specific per-trade details on request, consistent with disclosure best practices. Material remaining potential equity exposure comes from 444,539 RSUs and 107,610 options that could dilute or increase the reporting person’s economic interest if and when they vest or are exercised.

Corporate Governance Expert

TL;DR The transaction appears compliant and routine under a preexisting trading plan, with clear disclosure of derivative holdings and execution ranges.

The Form 4 emphasizes that the sales were executed pursuant to a 10b5-1 plan adopted in August 2024, which supports defensible, rule-compliant insider trading when properly structured. The filing provides weighted-average prices and offers to furnish allocation details on request, improving transparency. The signature by an attorney-in-fact is properly noted. The mix of a small remaining direct stake and large outstanding RSUs/options is important governance information for shareholders monitoring insider alignment with long-term performance, and the disclosure appropriately separates direct holdings from contingent and derivative positions.

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).

1. Name and Address of Reporting Person^*

Stueland Katherine

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

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

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	09/30/2025		S(1)		606	D	$105.0988(2)	13,972	D
Class A Common Stock	09/30/2025		S(1)		1,092	D	$106.6909(3)	12,880	D
Class A Common Stock	09/30/2025		S(1)		4,462	D	$107.6109(4)	8,418	D
Class A Common Stock	09/30/2025		S(1)		5,163	D	$108.5526(5)	3,255	D
Class A Common Stock	09/30/2025		S(1)		554	D	$109.1292(6)	2,701	D
Class A Common Stock	09/30/2025		S(1)		200	D	$110.23	2,501	D
Class A Common Stock	09/30/2025		S(1)		645	D	$111.8358(7)	1,856	D
Class A Common Stock	09/30/2025		S(1)		136	D	$113.68	1,720(8)	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 transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 16, 2024.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $104.98 to $105.558, 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 3 through 7.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $106.00 to $106.98, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $107.00 to $107.9955, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $108.00 to $108.99, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $109.00 to $109.3837, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $111.50 to $112.04, inclusive.

8. Following the reported sales effectuated pursuant to a 10b5-1 plan, in addition to the 1,720 shares of Class A common stock beneficially owned by the Reporting Person, the Reporting Person beneficially owned restricted stock units ("RSUs") representing contingent rights to receive up to an aggregate of 444,539 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.

	/s/ Bridget Brown, Attorney-in-Fact	10/01/2025
	** 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.

FAQ

What transactions did Katherine Stueland report on the Form 4 for WGS?

She reported multiple sales of Class A common stock on 09/30/2025 executed under a Rule 10b5-1 plan, reducing direct holdings to 1,720 shares.

Were the sales part of a 10b5-1 trading plan?

Yes. The Form 4 states the sales were effected pursuant to a 10b5-1 plan adopted August 16, 2024.

What price ranges were reported for the sales?

Weighted-average prices were reported with trade ranges roughly between $104.98 and $112.04, with specific ranges noted in footnotes.

How many shares does the reporting person still beneficially own or control?

Directly held: 1,720 shares. Additionally, she beneficially owns RSUs representing up to 444,539 shares and options for up to 107,610 shares that vest according to their terms.

Who signed the Form 4 and when?

The form was signed by Bridget Brown, attorney-in-fact, on 10/01/2025 on behalf of the reporting person.