Tax-driven stock sale by GeneDx (WGS) CFO after RSU vest

Rhea-AI Filing Summary

GeneDx Holdings Corp. Chief Financial Officer Kevin Feeley reported both an RSU vesting and a small tax-related stock sale. On March 1, 2026, 718 restricted stock units were settled, converting into 718 shares of Class A common stock for no cash cost.

On March 2, 2026, Feeley sold 287 Class A shares in an open-market transaction solely to cover tax withholding from the RSU vesting, at a weighted average price of $77.5187 per share, with individual trades ranging from $76.99 to $77.53. After these transactions, he beneficially owned 9,599 Class A shares, RSUs representing up to 112,032 additional shares, and options to purchase up to 25,906 shares, which vest quarterly at 6.25% of the total award.

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)
03/01/2026

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	03/01/2026		M		718	A	$0(1)	9,886	D
Class A Common Stock	03/02/2026		S(2)		287	D	$77.5187(3)	9,599(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)	03/01/2026		M			718	(5)	(5)	Class A Common Stock	718	$0	1,434	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 $76.99 to $77.53, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the 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 9,599 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 112,032 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.

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 December 1, 2022. 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	03/03/2026
	** 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) CFO Kevin Feeley report?

GeneDx CFO Kevin Feeley reported an RSU vesting and a related tax sale. 718 restricted stock units converted into Class A shares, and 287 shares were sold in the open market solely to cover tax withholding obligations tied to this vesting.

How many GeneDx (WGS) shares did the CFO sell and at what price?

Kevin Feeley sold 287 shares of GeneDx Class A Common Stock. The weighted average sale price was $77.5187 per share, with individual trades occurring in a price range from $76.99 to $77.53 during the same trading day.

Was the GeneDx (WGS) CFO’s stock sale a discretionary transaction?

The sale was not discretionary. Footnotes state the 287 shares were sold under a "sell to cover" arrangement specifically to satisfy tax withholding obligations arising from the vesting and settlement of restricted stock units.

What RSU activity did the GeneDx (WGS) CFO report on this Form 4?

The Form 4 shows 718 restricted stock units were settled, each RSU delivering one share of Class A common stock for no consideration. These RSUs vest in 6.25% quarterly tranches, contingent on the CFO’s continued service to GeneDx on each vesting date.

What are Kevin Feeley’s GeneDx (WGS) equity holdings after these transactions?

After the reported sale, Feeley beneficially owned 9,599 shares of Class A common stock. He also held RSUs representing rights to receive up to 112,032 additional shares and options to purchase up to 25,906 shares, all vesting according to their existing terms.

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

The award vests at 6.25% of the total RSUs each quarter. Vesting is conditioned on Kevin Feeley’s continued service, with the first tranche vested on December 1, 2022, and RSUs either vest or are cancelled rather than expiring on a set date.