Form 4: GeneDx CEO Sell-to-Cover Trade and RSU Settlement Details

Rhea-AI Filing Summary

Insider transactions reported for GeneDx Holdings Corp. (WGS) show Katherine Stueland received 18,750 restricted stock units (RSUs) on 09/16/2025 that convert to Class A common stock for no cash consideration upon settlement, and sold 10,501 shares of Class A common stock the same day at a weighted-average price of $121.4727 per share as part of a block trade. The sale was disclosed as a "sell to cover" transaction to satisfy tax withholding tied to the RSU vesting and was not discretionary. After these transactions the reporting person directly beneficially owned 14,578 shares of Class A common stock and, separately, beneficially owned RSUs representing up to 444,539 shares and options for 107,610 shares, subject to their vesting terms.

Insights

Securities Analyst

TL;DR: Routine "sell to cover" tax-sale tied to RSU settlement; insider still holds significant equity exposure via RSUs and options.

The Form 4 reports a non-discretionary sale of 10,501 shares at a weighted-average price of $121.4727 to satisfy withholding obligations arising from the vesting/settlement of 18,750 RSUs. Such tax-driven sales are common and do not necessarily signal a change in management conviction. Material ongoing equity exposure remains: the reporting person beneficially owns 14,578 shares plus RSUs convertible to up to 444,539 shares and options for 107,610 shares, subject to vesting schedules. The disclosure is detailed and includes an undertaking to provide per-price breakdowns for the block trade.

Corporate Governance Expert

TL;DR: Transaction is administrative (tax withholding) and governance disclosure is complete; significant unvested equity aligns executive incentives with shareholders.

The filing documents receipt of 18,750 RSUs exercisable for Class A shares at $0 consideration and a contemporaneous sale to cover taxes. The form identifies the reporting person as both a director and the Chief Executive Officer, which underscores the governance importance of clearly reporting such transactions. The disclosure of aggregate unvested RSUs (444,539) and options (107,610) provides transparency on potential future dilution and executive alignment. No discretionary insider selling is reported.

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).

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)
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		18,750	A	$0(1)	25,079	D
Class A Common Stock	09/16/2025		S(2)		10,501	D	$121.4727(3)	14,578(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			18,750	(5)	(5)	Class A Common Stock	18,750	$0	112,500	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 14,578 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 444,539 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% 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 Katherine Stueland report on Form 4 for GeneDx (WGSWW)?

The filing reports receipt of 18,750 RSUs on 09/16/2025 and a contemporaneous sale of 10,501 Class A shares at a weighted-average price of $121.4727 to cover tax withholding.

Why were shares sold by the reporting person?

The sale was a sell-to-cover transaction to satisfy tax withholding obligations related to the vesting and settlement of RSUs and was not a discretionary sale.

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

After the reported transactions the reporting person beneficially owned 14,578 shares of Class A common stock plus RSUs representing up to 444,539 shares and options for 107,610 shares, subject to vesting.

What price range applied to the block trade that included the reported sale?

The block trade sold shares at prices ranging from $118.28 to $123.07, inclusive; the Form 4 lists a weighted-average price of $121.4727.

When did the transactions occur?

The transactions reported on the Form 4 occurred on 09/16/2025.