[Form 4] GeneDx Holdings Corp. Insider Trading Activity

Rhea-AI Filing Summary

Insider Trading Activity Report: Eli Casdin, Director and 10% owner of GeneDx Holdings (WGS), reported multiple transactions on June 18, 2025. The transactions involved Restricted Stock Units (RSUs) and Class A Common Stock:

• Acquired 3,576 new RSUs that vest at the earlier of next annual meeting or first grant anniversary
• Converted 12,924 RSUs into Class A Common Stock at $0 exercise price
• Currently holds beneficial ownership of: - 20,518 shares directly - 3,507,164 shares through Casdin Partners Master Fund - 19,247 shares through Casdin Partners GP - 333,144 shares through CMLS Holdings

The filing indicates significant insider ownership through various investment vehicles, with Casdin maintaining substantial control through multiple entities where he serves in management positions. The transaction was reported within the required timeframe through an attorney-in-fact.

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).

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^*

Casdin Eli

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

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025

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	06/18/2025		M		12,924	A	$0(1)	20,518	D
Class A Common Stock								3,507,164	I	See Casdin Partners Master Fund, LP(2)
Class A Common Stock								19,247	I	See Casdin Partners GP, LLC(3)
Class A Common Stock								333,144	I	See CMLS Holdings LLC(4)

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)	06/18/2025		A		3,576		(5)	(5)	Class A Common Stock	3,576	$0	3,576	D
Restricted Stock Unit	(1)	06/18/2025		M			12,924	(5)	(5)	Class A Common Stock	12,924	$0	0	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 securities are owned directly by Casdin Partners Master Fund, L.P. (the "Master Fund") and may be deemed to be indirectly beneficially owned by (i) Casdin Capital, LLC, the investment adviser to the Master Fund ("Casdin"), (ii) Casdin Partners GP, LLC, the general partner of the Master Fund (the "GP"), and (iii) Eli Casdin, the managing member of Casdin and the GP.

3. The securities are owned directly by the GP, the general partner of Casdin Partners Master Fund, L.P. and may be deemed to be indirectly beneficially owned by Eli Casdin, the managing member of the GP.

4. The securities are owned directly by CMLS Holdings LLC ("CMLS Holdings"). The Board of Managers of CMLS Holdings includes Eli Casdin, who, as a member of the Board of Managers of CMLS Holdings, shares voting and investment discretion with respect to the common stock held by CMLS Holdings.

5. The RSUs shall vest the earlier of (a) the date of the next annual meeting of the Issuer's shareholders following the grant date, and (b) the first anniversary of the grant date, subject to the Reporting Person continuing to provide services to the Issuer through each vesting date.

	/s/ Bridget Brown, Attorney-in-Fact	06/23/2025
	** 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 insider trading activity occurred at GeneDx Holdings (WGS) in June 2025?

Director and 10% owner Eli Casdin received 3,576 new Restricted Stock Units (RSUs) and had 12,924 RSUs vest into Class A Common Stock on June 18, 2025. The transactions were executed at $0 as RSUs convert to shares for no consideration.

How many shares of WGS does Eli Casdin beneficially own?

Following the reported transactions, Eli Casdin beneficially owns: 20,518 shares directly, and indirectly owns 3,507,164 shares through Casdin Partners Master Fund, LP, 19,247 shares through Casdin Partners GP, LLC, and 333,144 shares through CMLS Holdings LLC.

What are the vesting terms for WGS's director RSUs granted in 2025?

The RSUs vest at the earlier of: (a) the date of the next annual meeting of GeneDx's shareholders following the grant date, or (b) the first anniversary of the grant date, subject to the director continuing to provide services through the vesting date.

Who is Eli Casdin in relation to GeneDx Holdings (WGS)?

Eli Casdin serves as both a Director and 10% Owner of GeneDx Holdings (WGS). He is also the managing member of Casdin Capital, LLC and Casdin Partners GP, LLC, and serves on the Board of Managers of CMLS Holdings LLC.