GeneDx Holdings Corp. (WGS) CFO discloses RSU vesting and share sale

Rhea-AI Filing Summary

GeneDx Holdings Corp. reported that its chief financial officer completed an equity award transaction involving Class A Common Stock on 12/09/2025. The filing shows 2,462 restricted stock units were converted into an equal number of shares at $0 exercise price, reflecting the vesting of previously granted RSUs.

To cover tax withholding triggered by this vesting, the officer sold 1,266 shares at $159.28 per share in a "sell to cover" transaction, described as non-discretionary. After these transactions, the officer beneficially owned 5,389 shares of Class A Common Stock, along with RSUs representing up to 120,701 additional shares and options for up to 25,906 shares, all subject to their vesting terms.

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)
12/09/2025

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	12/09/2025		M		2,462	A	$0(1)	6,655	D
Class A Common Stock	12/09/2025		S(2)		1,266	D	$159.28	5,389(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)	12/09/2025		M			2,462	(4)	(4)	Class A Common Stock	2,462	$0	9,849	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 5,389 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 120,701 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. 6.25% of the total award vested or vests quarterly, subject to the Reporting Person's continued service to the Issuer on each vesting date, and with the first tranche vested on March 9, 2023. 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	12/11/2025
	** 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).
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FAQ

What insider transaction did GeneDx Holdings (WGS) disclose in this filing?

The company disclosed that its chief financial officer had 2,462 restricted stock units vest into Class A Common Stock and sold 1,266 shares to cover tax withholding obligations.

How many GeneDx (WGS) RSUs vested and into how many shares?

A total of 2,462 restricted stock units vested, and each RSU represents a contingent right to receive 1 share of GeneDx Class A Common Stock upon settlement for no consideration.

At what price were GeneDx (WGS) shares sold to cover taxes?

The filing reports a sale of 1,266 shares of GeneDx Class A Common Stock at a price of $159.28 per share to satisfy tax withholding obligations from the RSU vesting.

How many GeneDx (WGS) shares does the officer own after the reported transactions?

Following the transactions, the reporting person beneficially owned 5,389 shares of GeneDx Class A Common Stock.

What additional equity awards does the GeneDx (WGS) officer hold after this Form 4?

In addition to 5,389 shares, the officer beneficially owned RSUs representing contingent rights to receive up to 120,701 shares and options to purchase up to 25,906 shares of Class A Common Stock, vesting according to their terms.

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

No. The filing states the sale was undertaken to cover tax withholding obligations via a "sell to cover" transaction and "does not represent a discretionary transaction" by the reporting person.