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GeneDx (WGS) director Joshua Ruch exercises RSUs and receives new equity award

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

Rhea-AI Filing Summary

GeneDx Holdings director Joshua Ruch reported equity-based compensation activity and updated holdings in Class A Common Stock. He exercised previously awarded restricted stock units (RSUs) covering 3,576 shares at no cost, increasing his directly held common stock to 33,299 shares.

He also received a new grant of 4,248 RSUs, each representing a right to receive one share of Class A Common Stock for no consideration. This award vests on the earlier of the 2027 annual stockholders’ meeting or the first anniversary of the grant date, subject to continued service. Entities associated with him hold additional indirect positions in GeneDx shares, for which he may be deemed to share voting and investment discretion, while disclaiming beneficial ownership beyond any pecuniary interest.

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Insider RUCH JOSHUA
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 -- -- --
holding Class A Common Stock -- -- --
Holdings After Transaction: Restricted Stock Unit — 4,248 shares (Direct, null); Class A Common Stock — 33,299 shares (Direct, null); Class A Common Stock — 11,941 shares (Indirect, By Kariba LLC)
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. The Reporting Person is a managing member of: (i) Kariba LLC ("Kariba"); (ii) RUGU2 LLC ("RUGU2"); and (iii) the managing member of the general partner of Vaal Investment Partners Q9 LP ("Q9"). As such, the Reporting Person may be deemed to exercise voting and investment discretion with respect to securities directly held by Kariba, RUGU2, and Q9. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein. 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 units Converted into Class A Common Stock at $0.00 per share
Direct common shares after exercise 33,299 shares Class A Common Stock held directly following RSU settlement
New RSU grant 4,248 units Each RSU represents 1 share of Class A Common Stock
Indirect holding via Q9 LP 120,083 shares Class A Common Stock held by Vaal Investment Partners Q9 LP
Indirect holding via RUGU2 LLC 24,243 shares Class A Common Stock held by RUGU2 LLC
Indirect holding via Kariba LLC 11,941 shares Class A Common Stock held by Kariba LLC
Exercise price of RSUs $0.00 per share RSUs settled into Class A Common Stock for no consideration
Restricted Stock Unit financial
"Each restricted stock unit ("RSU") 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.
pecuniary interest financial
"The Reporting Person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein."
annual meeting of the Issuer's stockholders financial
"The entire award shall vest on the earlier of the (i) date of the 2027 annual meeting of the Issuer's stockholders..."
beneficial ownership financial
"The Reporting Person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein."
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
continued service financial
"subject to the Reporting Person's continued service to the Issuer through the vesting date."
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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*
RUCH JOSHUA
(Last)(First)(Middle)
C/O GENEDX HOLDINGS CORP.
333 LUDLOW ST., NORTH TOWER, 6TH FLOOR
(Street)
STAMFORD CONNECTICUT 06902
(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)
XDirector10% 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)33,299D
Class A Common Stock11,941IBy Kariba LLC(2)
Class A Common Stock24,243IBy Rugu2 LLC(2)
Class A Common Stock120,083IBy VAAL Investment Partners Q9 LP(2)
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 (3) (3)Class A Common Stock4,248$04,248D
Restricted Stock Unit(1)06/18/2026M3,576 (4) (4)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. The Reporting Person is a managing member of: (i) Kariba LLC ("Kariba"); (ii) RUGU2 LLC ("RUGU2"); and (iii) the managing member of the general partner of Vaal Investment Partners Q9 LP ("Q9"). As such, the Reporting Person may be deemed to exercise voting and investment discretion with respect to securities directly held by Kariba, RUGU2, and Q9. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.
3. 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.
4. 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.
/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 did GeneDx (WGS) director Joshua Ruch report in this Form 4?

He reported equity compensation activity, including exercising 3,576 restricted stock units into Class A Common Stock at no cost and receiving a new grant of 4,248 RSUs, along with updated direct and indirect ownership positions in GeneDx shares.

How many GeneDx (WGS) shares does Joshua Ruch hold directly after these transactions?

After exercising 3,576 RSUs into common shares, Joshua Ruch directly holds 33,299 shares of GeneDx Class A Common Stock, plus 4,248 outstanding RSUs that may convert into additional shares if vesting conditions tied to future service are satisfied.

What are the key terms of Joshua Ruch’s new RSU grant at GeneDx (WGS)?

The new grant covers 4,248 restricted stock units, each representing a contingent right to one share of GeneDx Class A Common Stock for no consideration, vesting on the earlier of the 2027 annual stockholders’ meeting or the first anniversary of the grant, subject to continued service.

What happened to the 3,576 GeneDx (WGS) RSUs referenced in the Form 4?

Those 3,576 RSUs were exercised or settled, converting into 3,576 shares of GeneDx Class A Common Stock at an exercise price of $0.00 per share, and the corresponding RSU position was reduced to zero following the settlement of that award.

What indirect holdings in GeneDx (WGS) are associated with Joshua Ruch?

Entities associated with him hold 120,083 shares through Vaal Investment Partners Q9 LP, 24,243 shares through RUGU2 LLC, and 11,941 shares through Kariba LLC. He may be deemed to share voting and investment discretion but disclaims beneficial ownership beyond his pecuniary interest.

Do Joshua Ruch’s GeneDx (WGS) RSUs have an expiration date?

The RSUs do not have a traditional expiration date. They either vest or are cancelled before the vesting date. Vesting is conditioned on continued service and the timing of GeneDx’s specified annual stockholders’ meetings described in the award terms.