WGS Form 4: CFO Settles 7,197 RSUs; Sells 3,728 Shares to Cover Taxes

Rhea-AI Filing Summary

GeneDx Holdings Corp. (WGS) Form 4 shows Chief Financial Officer Kevin Feeley reported transactions on 09/16/2025 related to the vesting and settlement of restricted stock units (RSUs). 7,197 RSUs were treated as vested and settled for no cash consideration, and the Reporting Person triggered a sell-to-cover transaction that sold 3,728 shares at a weighted average price of $121.4727 to satisfy tax withholding. After these transactions, Mr. Feeley directly beneficially owned 8,755 shares of Class A common stock.

In addition to direct holdings, the filing discloses contingent rights to receive 124,633 RSU shares and options to purchase 27,152 shares, which vest over time per their terms. The sale is described as non-discretionary and solely to cover withholding obligations.

Insights

Financial Analyst

TL;DR: Routine sell-to-cover after RSU settlement; minimal immediate market impact.

The filing documents a standard post-vesting mechanics where 7,197 RSUs settled and a portion of resulting shares (3,728) were sold to cover taxes at a weighted average price of $121.4727. Such transactions typically reflect tax obligations rather than a change in conviction by management. The Reporting Person retains direct ownership of 8,755 shares and significant unvested equity (RSUs for 124,633 shares and options for 27,152 shares), indicating ongoing alignment with shareholder value through equity incentives.

Corporate Governance Expert

TL;DR: Disclosure aligns with Section 16 rules; no governance concerns flagged.

The Form 4 properly discloses the deemed settlement date (09/16/2025), the nature of the RSUs, and that the sale was to cover withholding obligations and not a discretionary sale. The filer indicates willingness to provide price-by-price details for the block trade upon request, which supports transparency. Retained unvested awards suggest continued employment-linked incentives rather than immediate divestiture.

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

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).

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)
09/16/2025

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	09/16/2025		M		7,197	D	$0(1)	12,483	D
Class A Common Stock	09/16/2025		S(2)		3,728	D	$121.4727(3)	8,755(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)	09/16/2025		M			7,197	(5)	(5)	Class A Common Stock	7,197	$0	43,181	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 is a weighted average price. These shares were sold as part of a block trade for multiple security holders of the Issuer in multiple transactions at prices ranging from $118.28 to $123.07, 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 3 with regard to the block trade.

4. Following the reported sales, in addition to the 8,755 shares of Class A common stock beneficially owned by the Reporting Person, the Reporting Person beneficially owned restricted stock units ("RSUs") representing contingent rights to receive up to an aggregate of 124,633 shares of Class A common stock and options to purchase up to an aggregate of 27,152 shares of Class A common stock, which RSUs and options vest according to their respective terms.

5. 6.25% vest in quarterly installments over the 4-year period commencing on March 16, 2023 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.

	/s/ Bridget Brown, Attorney-in-Fact	09/18/2025
	** 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).
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.

FAQ

What did Kevin Feeley report on the GeneDx (WGS) Form 4?

The Form 4 reports settlement of 7,197 RSUs on 09/16/2025 and a sell-to-cover sale of 3,728 shares at a weighted average price of $121.4727 to satisfy tax withholding.

How many shares does the reporting person own after the transaction?

Following the transactions, the Reporting Person directly beneficially owned 8,755 shares of Class A common stock.

Does the Form 4 disclose other unvested awards for the insider?

Yes. The filing discloses RSUs representing contingent rights to 124,633 shares and options to purchase 27,152 shares, which vest per their terms.

Was the sale discretionary or for tax withholding?

The sale was a sell-to-cover transaction to satisfy tax withholding obligations and is described as not being a discretionary transaction by the Reporting Person.

Is additional detail on the block trade price range available?

The filing states the block trade prices ranged from $118.28 to $123.07 and the Reporting Person will provide a detailed breakdown upon request to the issuer or the SEC staff.