GeneDx (WGS) CEO exercises RSUs, sells 17,179 shares to cover taxes

Rhea-AI Filing Summary

GeneDx Holdings Corp.'s chief executive officer Katherine Stueland reported routine equity compensation activity involving restricted stock units and related tax sales. She exercised RSUs covering 30,671 shares of Class A Common Stock at no cost as tranches vested on March 15–16. To cover tax withholding obligations from these vestings, she sold 17,179 shares in open-market transactions at weighted average prices in ranges around $75.74 to $78.16 per share pursuant to a sell-to-cover arrangement, which the filing notes was not a discretionary transaction. Following these tax-related sales, she directly owned 58,447 shares of Class A Common Stock and held RSUs representing up to 414,695 additional shares and options to purchase 107,610 shares, all vesting according to their existing terms.

Insights

Equity compensation and insider-trading analyst

Routine RSU vesting with tax sell-to-cover, not a thesis-changing insider sale.

The filing shows CEO Katherine Stueland exercising restricted stock units that vested into 30,671 shares of GeneDx Class A stock at a $0 exercise price. This is standard equity compensation, not an open-market purchase.

She then sold 17,179 shares at weighted average prices in ranges from about $75.74 to $78.16 per share. A footnote explains these were sell-to-cover transactions solely to fund tax withholding, and “do not represent a discretionary transaction.”

After these trades, she directly held 58,447 shares, plus RSUs over 414,695 shares and options for 107,610 shares. Given the large remaining equity exposure, this activity appears routine and compensation-driven, with limited informational value about her view of the stock.

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^*

Stueland Katherine

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF EXECUTIVE OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2026

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	03/15/2026		M		11,921	A	$0(1)	56,876	D
Class A Common Stock	03/16/2026		M		18,750	A	$0(1)	75,626	D
Class A Common Stock	03/16/2026		S(2)		7,178	D	$76.3492(3)	68,448	D
Class A Common Stock	03/16/2026		S(2)		9,229	D	$77.0495(4)	59,219	D
Class A Common Stock	03/16/2026		S(2)		772	D	$77.9354(5)	58,447(6)	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)	03/15/2026		M			11,921	(7)	(7)	Class A Common Stock	11,921	$0	35,763	D
Restricted Stock Unit	(1)	03/16/2026		M			18,750	(8)	(8)	Class A Common Stock	18,750	$0	75,000	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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.735 to $76.73 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. 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 4 and 5 of this Form 4.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.74 to $77.71 per share, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.75 to $78.16 per share, inclusive.

6. Following the reported sale undertaken to satisfy tax withholding liabilities, in addition to the 58,447 shares of Class A Common Stock beneficially owned by the Reporting Person, the Reporting Person held RSUs representing contingent rights to receive up to an aggregate 414,695 shares of the Issuer's Class A Common Stock and options to purchase up to an aggregate 107,610 shares of Class A Common Stock, which RSUs and options vest according to their respective terms.

7. 25% of the award vested or vests annually on the anniversary of the grant date, with the first tranche vested on March 15, 2026, subject to the Reporting Person's continued service to the Issuer on each vesting date. These RSUs do not have an expiration date; they either vest or are cancelled prior to the vesting date.

8. 6.25% of the total award vested or vests quarterly, with the first tranche vested on June 16, 2023, subject to the Reporting Person's continued service to the Issuer on each vesting date. 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	03/17/2026
	** 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).
** 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 did GeneDx (WGS) CEO Katherine Stueland report in this Form 4 filing?

Katherine Stueland reported routine equity compensation activity. She exercised restricted stock units into 30,671 shares of GeneDx Class A stock and sold 17,179 shares in connection with tax withholding tied to those RSU vestings, while retaining a significant equity stake and unvested awards.

How many GeneDx (WGS) shares did the CEO sell, and at what prices?

The CEO sold 17,179 shares of GeneDx Class A Common Stock. The filing reports weighted average sale prices across multiple trades, with ranges from approximately $75.735 to $78.16 per share, reflecting several open-market transactions executed to fund tax withholding obligations on vested RSUs.

Were Katherine Stueland’s GeneDx stock sales discretionary or tax-related?

The sales were tax-related, not discretionary. A footnote states the Form 4 sales represent shares sold to cover tax withholding obligations from RSU vesting, executed via a sell-to-cover arrangement, and explicitly notes they do not represent a discretionary transaction by the reporting person in the open market.

How many GeneDx (WGS) shares does the CEO hold after these transactions?

After the reported tax-related sales, the CEO beneficially owned 58,447 shares of GeneDx Class A Common Stock. In addition, she held RSUs representing rights to receive up to 414,695 shares and options to purchase up to 107,610 shares, all vesting according to their existing schedules.

What RSU and option positions does the GeneDx CEO retain following the Form 4 events?

Following the transactions, the CEO retained RSUs covering up to 414,695 shares and stock options for 107,610 shares of GeneDx Class A Common Stock. These awards vest over time under their original terms, with specified annual and quarterly vesting schedules tied to continued service at the company.

What do the vesting terms of the GeneDx CEO’s RSUs look like?

The filing describes two RSU vesting structures. One award vests 25% annually on each grant-date anniversary, beginning March 15, 2026. Another vests 6.25% of the total award quarterly, starting June 16, 2023, in each case requiring continued service through each vesting date.