GeneDx (WGS) CFO logs RSU vesting, small tax-related stock sale

Rhea-AI Filing Summary

GeneDx Holdings Corp. chief financial officer Kevin Feeley reported routine equity compensation activity involving restricted stock units (RSUs) and related share sales. On January 29, 2026, 754 RSUs converted into the same number of Class A Common shares for no cash consideration.

On the same date, Feeley sold 315 shares at $94 and 2 shares at $92.0601. The company states these sales were made solely to cover tax withholding obligations through a “sell to cover” arrangement and were not discretionary trades. After these transactions, Feeley directly held 9,168 Class A Common shares, plus RSUs representing up to 112,750 shares and options for up to 25,906 shares, all vesting according to their existing schedules.

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^*

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)
01/29/2026

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	01/29/2026		M		754	A	$0(1)	9,485	D
Class A Common Stock	01/29/2026		S(2)		315	D	$94	9,170	D
Class A Common Stock	01/29/2026		S(2)		2	D	$92.0601	9,168(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)	01/29/2026		M			754	(4)	(4)	Class A Common Stock	754	$0	754	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 9,168 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 112,750 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	02/02/2026
	** 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).
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FAQ

What insider transaction did GeneDx (WGS) report for its CFO?

GeneDx reported that CFO Kevin Feeley had 754 RSUs convert into Class A Common Stock and then sold 317 shares on January 29, 2026, primarily to satisfy tax withholding obligations tied to RSU vesting.

How many GeneDx (WGS) shares does the CFO hold after this transaction?

After the reported transactions, CFO Kevin Feeley directly held 9,168 shares of GeneDx Class A Common Stock, in addition to RSUs for up to 112,750 shares and stock options for up to 25,906 shares, all subject to their vesting terms.

Were the GeneDx (WGS) CFO’s share sales discretionary trades?

The company states the sales were not discretionary. The 317 shares sold on January 29, 2026 were executed under a “sell to cover” arrangement solely to fund tax withholding obligations arising from the vesting and settlement of restricted stock units.

At what prices did the GeneDx (WGS) CFO sell company stock?

On January 29, 2026, CFO Kevin Feeley sold 315 shares at $94 per share and 2 shares at $92.0601 per share. These transactions were tied to RSU vesting-related tax withholding, rather than an open-market discretionary sale decision.

What are the vesting terms for the GeneDx (WGS) CFO’s RSUs?

For one RSU award, 25% vested on April 29, 2023 and 25% on April 29, 2024, with 6.25% vesting on each quarterly anniversary thereafter until April 29, 2026, assuming continued service. These RSUs either vest or are cancelled by each vesting date.

What does each GeneDx (WGS) RSU held by the CFO represent?

Each restricted stock unit (RSU) represents a contingent right to receive one share of GeneDx Class A Common Stock upon settlement for no cash consideration, subject to the RSU’s vesting conditions and the executive’s continued service with the company.