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Keith Meister (WGS) boosts GeneDx stake via RSU exercise and new grant

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

GeneDx Holdings Corp. director and 10% owner Keith A. Meister reported equity compensation activity involving Class A Common Stock and restricted stock units. On June 18, 2026, 3,576 RSUs were exercised, converting into 3,576 shares of Class A Common Stock, bringing his direct holdings of this stock to 23,705 shares.

On the same date, he received a new grant of 4,248 restricted stock units, each representing one share of Class A Common Stock upon settlement for no consideration. This award vests on the earlier of the 2027 annual stockholder meeting or the first anniversary of the grant date, subject to continued service. Separate from these grants, investment funds advised by Corvex Management LP hold 333,144 shares, and CMLS Holdings LLC holds 4,784,570 shares, over which Meister shares or may be deemed to share investment discretion.

Positive

  • None.

Negative

  • None.
Insider Meister Keith A.
Role null
Type Security Shares Price Value
Grant/Award Restricted Stock Unit 4,248 $0.00 --
Exercise Restricted Stock Unit 3,576 $0.00 --
Exercise Class A Common Stock 3,576 $0.00 --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
Holdings After Transaction: Restricted Stock Unit — 4,248 shares (Direct, null); Class A Common Stock — 23,705 shares (Direct, null); Class A Common Stock — 4,784,570 shares (Indirect, See footnote)
Footnotes (1)
  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. Investment funds advised by Corvex Management LP ("Corvex") are the direct holders of the securities reported in this row. The Reporting Person may be deemed to indirectly beneficially own these shares by virtue of his control of the general partner of Corvex. CMLS Holdings LLC ("CMLS Holdings") is the direct holder of the securities reported in this row. The Reporting Person is one of two members of the Board of Managers of CMLS Holdings, and he shares voting and investment discretion with respect to securities held of record by CMLS Holdings. The entire award shall vest on the earlier of the (i) date of the 2027 annual meeting of the Issuer's stockholders, or (ii) first anniversary of the grant date, subject to the Reporting Person's continued service to the Issuer through the vesting date. These RSUs do not have an expiration date; they either vest or are cancelled prior to the vesting date. The entire award vested or vests on the earlier of the: (i) date of the 2026 annual meeting of the Issuer's stockholders, or (ii) first anniversary of the grant date, subject to the Reporting Person's continued service to the Issuer through the vesting date. These RSUs do not have an expiration date; they either vest or are cancelled prior to the vesting date.
RSUs exercised 3,576 shares Class A Common Stock acquired from RSU conversion on June 18, 2026
Direct Class A shares after exercise 23,705 shares Direct holdings of Class A Common Stock following transactions
New RSU grant 4,248 units Restricted stock units granted on June 18, 2026
RSUs outstanding after grant 4,248 units Restricted stock units held directly following the reported grant
Indirect holdings via Corvex funds 333,144 shares Class A Common Stock held by investment funds advised by Corvex Management LP
Indirect holdings via CMLS Holdings 4,784,570 shares Class A Common Stock held by CMLS Holdings LLC
Restricted Stock Unit financial
"Each restricted stock unit represents a contingent right to receive 1 share."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
beneficially own financial
"The Reporting Person may be deemed to indirectly beneficially own these shares."
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
indirect ownership financial
"Investment funds advised by Corvex are the direct holders; Meister’s interest is indirect."
vesting financial
"The entire award shall vest on the earlier of the annual meeting or first anniversary."
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
grant, award, or other acquisition financial
"Transaction code A is described as a grant, award, or other acquisition."
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Meister Keith A.
(Last)(First)(Middle)
C/O CORVEX MANAGEMENT LP
667 MADISON AVENUE
(Street)
NEW YORK NEW YORK 10065
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
GeneDx Holdings Corp. [ WGS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/18/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock06/18/2026M3,576A$0(1)23,705D
Class A Common Stock4,784,570ISee footnote(2)
Class A Common Stock333,144ISee footnote(3)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit(1)06/18/2026A4,248 (4) (4)Class A Common Stock4,248$04,248D
Restricted Stock Unit(1)06/18/2026M3,576 (5) (5)Class A Common Stock3,576$00D
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. Investment funds advised by Corvex Management LP ("Corvex") are the direct holders of the securities reported in this row. The Reporting Person may be deemed to indirectly beneficially own these shares by virtue of his control of the general partner of Corvex.
3. CMLS Holdings LLC ("CMLS Holdings") is the direct holder of the securities reported in this row. The Reporting Person is one of two members of the Board of Managers of CMLS Holdings, and he shares voting and investment discretion with respect to securities held of record by CMLS Holdings.
4. The entire award shall vest on the earlier of the (i) date of the 2027 annual meeting of the Issuer's stockholders, or (ii) first anniversary of the grant date, subject to the Reporting Person's continued service to the Issuer through the vesting date. These RSUs do not have an expiration date; they either vest or are cancelled prior to the vesting date.
5. The entire award vested or vests on the earlier of the: (i) date of the 2026 annual meeting of the Issuer's stockholders, or (ii) first anniversary of the grant date, subject to the Reporting Person's continued service to the Issuer through the vesting date. These RSUs do not have an expiration date; they either vest or are cancelled prior to the vesting date.
Remarks:
The Reporting Person disclaims beneficial ownership of the securities reported on this Form 4 except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, or for any other purpose.
/s/ Bridget Brown, Attorney-in-Fact06/23/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Keith A. Meister report at GeneDx (WGS)?

Keith A. Meister reported an RSU exercise and a new RSU grant. He converted 3,576 restricted stock units into 3,576 Class A shares and received a new grant of 4,248 RSUs, all as equity compensation rather than open-market trades.

How many GeneDx (WGS) shares does Keith A. Meister hold directly after this Form 4?

After these transactions, Meister directly holds 23,705 Class A shares. This reflects the addition of 3,576 shares from exercising restricted stock units, along with his previously held shares, as reported in the Form 4 filing.

What are the terms of Keith A. Meister’s new RSU grant at GeneDx (WGS)?

Meister received 4,248 restricted stock units tied to Class A shares. The entire award vests on the earlier of the 2027 annual stockholder meeting or the first anniversary of the grant date, assuming he continues serving the company through that vesting date.

How do Meister’s indirect holdings in GeneDx (WGS) work through Corvex and CMLS Holdings?

Investment funds advised by Corvex hold 333,144 shares and CMLS Holdings holds 4,784,570 shares. Meister may be deemed to beneficially own these because he controls Corvex’s general partner and shares voting and investment discretion at CMLS Holdings.

Were Keith A. Meister’s GeneDx (WGS) transactions open-market buys or sells?

The reported transactions are equity compensation-related, not open-market trades. They involve exercising 3,576 restricted stock units into Class A shares and receiving a 4,248-unit RSU grant, both at a stated price of zero per unit or share.