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

Rhea-AI Filing Summary

GeneDx Holdings Corp. CEO Katherine Stueland reported routine equity compensation activity. She exercised restricted stock units into 6,546 shares of Class A Common Stock at no cost, then sold 3,678 of those shares at a weighted average price of $86.748 per share solely to cover tax withholding obligations via a “sell to cover” transaction, which the filing states was not discretionary.

After these transactions, she directly owned 44,955 shares of Class A Common Stock. The filing also notes additional unvested awards: RSUs representing contingent rights to receive up to 445,366 shares and options to purchase up to 107,610 shares, which vest over time according to their 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^*

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)
03/09/2026

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	03/09/2026		M		6,546	A	$0(1)	48,633	D
Class A Common Stock	03/09/2026		S(2)		3,678	D	$86.748(3)	44,955(4)	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)	03/09/2026		M			6,546	(5)	(5)	Class A Common Stock	6,546	$0	19,640	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 $86.5585 to $86.75 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 range set forth in this footnote.

4. Following the reported sale undertaken to satisfy tax withholding liabilities, in addition to the 44,955 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 445,366 shares of Class A Common Stock and options to purchase up to an aggregate of 107,610 shares of Class A Common Stock, which RSUs and options vest according to their respective terms.

5. 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	03/11/2026
	** 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 insider transactions did GeneDx (WGS) CEO Katherine Stueland report?

Katherine Stueland exercised restricted stock units into 6,546 shares of GeneDx Class A Common Stock, then sold 3,678 of those shares. The sale was executed as a “sell to cover” transaction specifically to satisfy tax withholding obligations tied to RSU vesting.

At what price did the GeneDx (WGS) CEO sell shares in this Form 4?

The reported sale used a weighted average price of $86.748 per share, with individual trades ranging from $86.5585 to $86.75. The filing notes multiple transactions within this range and offers to provide full price breakdowns upon request to interested parties.

Was the GeneDx (WGS) CEO’s share sale a discretionary trade?

No. The filing states the sale was executed solely to cover tax withholding obligations from RSU vesting. It describes the transaction as a “sell to cover” event and explicitly notes that it does not represent a discretionary decision by the reporting person.

How many GeneDx (WGS) shares does the CEO hold after this Form 4?

Following the sale to cover taxes, Katherine Stueland directly beneficially owned 44,955 shares of GeneDx Class A Common Stock. This reflects her remaining direct equity stake after exercising RSUs and selling a portion of the resulting shares for tax withholding.

What additional equity awards does the GeneDx (WGS) CEO have outstanding?

Beyond her 44,955 shares, the CEO beneficially held RSUs for up to 445,366 additional shares and options for up to 107,610 shares. These RSUs and options vest over time according to their respective schedules, subject to her continued service with the company.

How do the GeneDx (WGS) CEO’s RSUs vest over time?

According to the filing, 6.25% of the RSU award vests quarterly, starting with the first tranche on March 9, 2023. Vesting remains subject to her continued service, and RSUs either vest on schedule or are canceled if conditions are not met by each vesting date.