[Form 4] GeneDx Holdings Corp. Insider Trading Activity

Rhea-AI Filing Summary

GeneDx Holdings (WGS) CFO reported routine equity activity. On 10/29/2025, 753 restricted stock units settled into Class A shares at $0, and 388 shares were sold at $136.54 to cover tax withholding tied to the RSU vesting.

After these transactions, the reporting person beneficially owned 3,757 Class A shares. They also held RSUs representing up to 123,880 shares and options to purchase up to 25,906 shares, which vest according to their terms.

The RSU vesting schedule states 25% vested on April 29, 2023 and April 29, 2024, with an additional 6.25% vesting each quarterly anniversary thereafter, with the final tranche scheduled for April 29, 2026.

Insights

SEC reporting analyst

Routine Form 4: RSU vesting and tax sell-to-cover.

The filing records RSU settlement into 753 common shares on 10/29/2025 and a sale of 388 shares at $136.54 to satisfy tax withholding. This is a standard administrative step linked to equity compensation.

Post-transaction holdings show 3,757 shares beneficially owned, plus RSUs for up to 123,880 shares and options for up to 25,906 shares. The vesting cadence (25% on April 29, 2023 and 2024, then 6.25% quarterly through April 29, 2026) governs future share delivery.

This activity does not signal a discretionary sale beyond tax obligations. Any future impact depends on continued service and vesting under the stated schedule.

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

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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^*

Feeley Kevin

(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 FINANCIAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
10/29/2025

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	10/29/2025		M		753	A	$0(1)	4,145	D
Class A Common Stock	10/29/2025		S(2)		388	D	$136.54	3,757(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(1)	10/29/2025		M			753	(4)	(4)	Class A Common Stock	753	$0	1,508	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. Following the reported sale undertaken to satisfy tax withholding liabilities, in addition to the 3,757 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 123,880 shares of Class A Common Stock and options to purchase up to an aggregate of 25,906 shares of Class A Common Stock, which RSUs and options vest according to their respective terms.

4. 25% of the total award vested on each of April 29, 2023 and April 29, 2024, and an additional 6.25% of the total award vested or vests thereafter on each quarterly anniversary, subject to the Reporting Person's continued service to the Issuer on each vesting date, with the last tranche scheduled to vest on April 29, 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	10/31/2025
	** 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 did GeneDx (WGS) disclose in this Form 4?

The CFO reported settlement of 753 RSUs into Class A shares and a sale of 388 shares at $136.54 on 10/29/2025 to cover tax withholding.

Was the GeneDx (WGS) share sale discretionary?

No. The filing states the 388-share sale was to satisfy tax withholding via a sell-to-cover tied to RSU vesting.

How many GeneDx (WGS) shares does the reporting person own after the transactions?

They beneficially owned 3,757 Class A shares after the reported transactions.

What additional GeneDx (WGS) equity awards does the reporting person hold?

RSUs for up to 123,880 shares and options to purchase up to 25,906 shares, vesting per their terms.

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

25% vested on April 29, 2023 and April 29, 2024, then 6.25% each quarter, with the last tranche on April 29, 2026.

What price was used for the tax sell-to-cover transaction at GeneDx (WGS)?

388 shares were sold at $136.54 on 10/29/2025.