GeneDx (WGS) CEO sells 2,172 shares in tax-related RSU transaction

Rhea-AI Filing Summary

GeneDx Holdings Corp. chief executive officer Katherine Stueland reported routine equity compensation activity involving restricted stock units and related tax sales. On April 29, 2026, 3,874 restricted stock units converted into the same number of shares of Class A Common Stock for no cash consideration, increasing her direct holdings.

The filing also shows open-market sales totaling 2,172 shares of Class A Common Stock at prices around the mid‑$60s per share to cover tax withholding obligations from the RSU vesting. A footnote states this was a “sell to cover” transaction and “does not represent a discretionary transaction.” Following these sales, she beneficially owned 93,216 shares of Class A Common Stock, plus RSUs for up to 330,821 additional shares and options to purchase up to 107,610 shares, all vesting under their existing schedules.

Insights

Equity compensation analyst

Routine RSU vesting with tax-driven sales; position remains sizable.

CEO Katherine Stueland exercised 3,874 restricted stock units into an equal number of GeneDx Class A shares on April 29, 2026. This is standard equity compensation, with no cash paid, as each RSU converts into one share for no consideration.

On the same date, she sold a total of 2,172 shares at prices around $64–$65 per share. Footnote language specifies these were “sell to cover” trades for tax withholding tied to the RSU vesting and “do not represent a discretionary transaction,” which typically carries limited information about her view of the stock.

After these transactions, she directly held 93,216 shares, plus RSUs representing up to 330,821 additional shares and options for up to 107,610 shares, all vesting over time. This indicates the reported sales reduced her newly vested shares only partially, while her overall equity exposure to GeneDx Holdings Corp. remains substantial.

Insider Trade Summary

Net Seller: 2,172 shares ($141,595)

Net Sell 4 txns

Insider Stueland Katherine

Role CHIEF EXECUTIVE OFFICER

Sold 2,172 shs ($142K)

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	3,874	$0.00	--
Exercise	Class A Common Stock	3,874	$0.00	--
Sale	Class A Common Stock	2,154	$65.20	$140K
Sale	Class A Common Stock	18	$64.12	$1K

Holdings After Transaction: Restricted Stock Unit — 0 shares (Direct, null); Class A Common Stock — 95,388 shares (Direct, null)

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 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. Following the reported sale undertaken to satisfy tax withholding liabilities, in addition to the 93,216 shares of Class A Common Stock beneficially owned by the Reporting Person, the Reporting Person beneficially owned RSUs representing contingent rights to receive up to an aggregate of 330,821 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. 25% of the total award vested on each of April 29, 2023 and April 29, 2024, and an additional 6.25% of the total award vested or vests thereafter on each quarterly anniversary, subject to the Reporting Person's continued service to the Issuer on each vesting date, with the last tranche vesting on April 29, 2026. These RSUs do not have an expiration date; they either vest or are cancelled prior to the vesting date.

Key Figures

Shares sold (tax cover): 2,172 shares Sale prices: $64.12 and $65.20 per share RSUs converted: 3,874 shares +3 more

6 metrics

Shares sold (tax cover) 2,172 shares Open-market sales on April 29, 2026 to cover tax withholding

Sale prices $64.12 and $65.20 per share Class A Common Stock sales on April 29, 2026

RSUs converted 3,874 shares Restricted stock units settled into Class A Common Stock

Shares held after 93,216 shares Direct Class A Common Stock beneficially owned post-transaction

Unvested RSUs 330,821 shares RSUs representing contingent rights to Class A shares

Stock options 107,610 shares Options to purchase Class A Common Stock, vesting over time

Key Terms

restricted stock unit, sell to cover, beneficially owned, tax withholding obligations, +1 more

5 terms

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.

sell to cover financial

"to be funded by a "sell to cover" transaction and does not represent a discretionary"

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

beneficially owned financial

"in addition to the 93,216 shares of Class A Common Stock beneficially owned by the Reporting Person"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

tax withholding obligations financial

"shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting"

vesting financial

"25% of the total award vested on each of April 29, 2023 and April 29, 2024"

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.

Form 4 Insider Transactions: What Each Field Means →

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).

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^*

Stueland Katherine

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF EXECUTIVE OFFICER

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/29/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	04/29/2026		M		3,874	A	$0(1)	95,388	D
Class A Common Stock	04/29/2026		S(2)		2,154	D	$65.2	93,234	D
Class A Common Stock	04/29/2026		S(2)		18	D	$64.12	93,216(3)	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)	04/29/2026		M			3,874	(4)	(4)	Class A Common Stock	3,874	$0	0	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. Following the reported sale undertaken to satisfy tax withholding liabilities, in addition to the 93,216 shares of Class A Common Stock beneficially owned by the Reporting Person, the Reporting Person beneficially owned RSUs representing contingent rights to receive up to an aggregate of 330,821 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.

4. 25% of the total award vested on each of April 29, 2023 and April 29, 2024, and an additional 6.25% of the total award vested or vests thereafter on each quarterly anniversary, subject to the Reporting Person's continued service to the Issuer on each vesting date, with the last tranche vesting on April 29, 2026. These RSUs do not have an expiration date; they either vest or are cancelled prior to the vesting date.

	/s/ Bridget Brown, Attorney-in-Fact	05/01/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did GeneDx (WGS) CEO Katherine Stueland report in this Form 4?

Katherine Stueland reported RSU vesting and related share sales. 3,874 restricted stock units converted into Class A Common Stock, and 2,172 shares were sold in the market to cover tax withholding tied to this vesting event.

How many GeneDx (WGS) shares did the CEO sell, and at what prices?

She sold a total of 2,172 GeneDx Class A shares. One trade covered 18 shares at about $64.12 per share, and another covered 2,154 shares at about $65.20 per share, both executed on April 29, 2026.

Were the GeneDx (WGS) CEO’s share sales discretionary or tax-related?

The sales were tax-related, not discretionary. A footnote explains the transactions were “sell to cover” trades executed solely to satisfy tax withholding obligations from RSU vesting, and that they do not represent a discretionary transaction by the reporting person.

How many GeneDx (WGS) shares does the CEO hold after these transactions?

After the reported trades, she beneficially owned 93,216 shares of GeneDx Class A Common Stock. In addition, she held RSUs tied to 330,821 potential shares and options to purchase up to 107,610 shares, all vesting according to their terms.

What RSU award schedule is disclosed for the GeneDx (WGS) CEO?

The filing notes that 25% of the RSU award vested on April 29, 2023 and April 29, 2024. Another 6.25% vests on each quarterly anniversary, subject to continued service, with the last tranche vesting on April 29, 2026, unless cancelled earlier.

How many restricted stock units did GeneDx (WGS) CEO convert in this filing?

She converted 3,874 restricted stock units into 3,874 shares of GeneDx Class A Common Stock at no cash cost. Each RSU represents a contingent right to receive one share upon settlement, and this conversion reflects a scheduled vesting event.