[Form 4] GeneDx Holdings Corp. Insider Trading Activity

Rhea-AI Filing Summary

Thomas Fuchs, a director of GeneDx Holdings Corp. (ticker shown as WGS), was granted 3,438 restricted stock units (RSUs) on 09/17/2025. Each RSU converts into one share of Class A Common Stock for no consideration when settled. The award vests in three equal installments on 09/17/2026, 09/17/2027, and 09/17/2028, subject to the reporting persons continued service. Following the grant, the reporting person beneficially owns 3,438 shares of Class A Common Stock as a direct owner. The Form 4 was signed by an attorney-in-fact on 09/19/2025.

Positive

• Grant disclosed: The Form 4 explicitly records a grant of 3,438 RSUs to director Thomas Fuchs on 09/17/2025.
• No purchase price: Each RSU converts to one share for $0, as stated in the filing.
• Defined vesting schedule: Vesting in three equal installments on 09/17/2026, 09/17/2027, and 09/17/2028, conditional on continued service.

Negative

• None.

Insights

Securities Analyst

TL;DR Routine director equity grant of 3,438 RSUs with multi-year vesting; standard insider reporting.

The Form 4 discloses a non-derivative award of 3,438 restricted stock units to director Thomas Fuchs, recorded as a direct beneficial ownership of 3,438 Class A shares upon issuance. The RSUs have no purchase price and vest in three equal annual installments beginning one year after grant, contingent on continued service. This filing is a standard Section 16 disclosure documenting insider compensation and ownership; it does not report any sales or purchases for cash.

Corporate Governance Expert

TL;DR Governance disclosure shows a time‑based RSU award with staggered vesting, reported on Form 4.

The document provides clear terms: each RSU converts to one share of Class A Common Stock for no consideration, and vesting occurs in three equal installments on 09/17/2026, 09/17/2027, and 09/17/2028, subject to continued service. The filing was executed by an attorney-in-fact and reports direct beneficial ownership after the grant. This is a routine insider compensation disclosure rather than a transaction indicating divestiture or change in control.

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^*

Fuchs Thomas

(Last) (First) (Middle)

C/O GENEDX HOLDINGS CORP.

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2025

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

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)	09/17/2025		A			3,438	(2)	(2)	Class A Common Stock	3,438	$0	3,438	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 award shall vest in three equal installments on September 17, 2026, September 17, 2027, and September 17, 2028, subject to the reporting person's continued service to the Issuer on the applicable vesting date.

	/s/ Bridget Brown, Attorney-in-Fact	09/19/2025
	** 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 Thomas Fuchs report on the Form 4 for GeneDx (WGS)?

The filing reports a grant of 3,438 restricted stock units (RSUs) to director Thomas Fuchs on 09/17/2025.

When do the RSUs granted to Thomas Fuchs vest?

The award vests in three equal installments on 09/17/2026, 09/17/2027, and 09/17/2028, subject to continued service.

Does Thomas Fuchs pay anything to receive the RSUs?

No. The Form 4 states each RSU converts to one share of Class A Common Stock for $0 upon settlement.

How many shares does Thomas Fuchs beneficially own after this reported transaction?

The Form 4 shows 3,438 shares of Class A Common Stock beneficially owned by the reporting person following the transaction.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by Bridget Brown, Attorney-in-Fact on 09/19/2025.