GeneDx (WGS) CEO Stueland sells 10,501 shares in tax sell-to-cover

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

GeneDx Holdings Corp. CEO Katherine Stueland reported routine equity compensation activity and related tax sales. On June 16, 2026, she exercised restricted stock units, acquiring 18,750 shares of Class A Common Stock upon RSU vesting.

On the same date she sold a total of 10,501 shares of Class A Common Stock in open-market transactions at weighted average prices around $59.75–$61.50 per share to cover tax withholding obligations from the RSU vesting, described as a non-discretionary “sell to cover” transaction. After these transactions, she beneficially owned 104,372 shares of Class A Common Stock, plus RSUs for up to 305,525 shares and options for up to 107,610 shares that vest under their terms.

Insider Trade Summary

Net Seller: 10,501 shares ($638,104)

Net Sell 5 txns

Insider Stueland Katherine

Role CHIEF EXECUTIVE OFFICER

Sold 10,501 shs ($638K)

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	18,750	$0.00	--
Exercise	Class A Common Stock	18,750	$0.00	--
Sale	Class A Common Stock	2,140	$59.7543	$128K
Sale	Class A Common Stock	5,932	$60.8291	$361K
Sale	Class A Common Stock	2,429	$61.5035	$149K

Holdings After Transaction: Restricted Stock Unit — 56,250 shares (Direct, null); Class A Common Stock — 114,873 shares (Direct, null)

Footnotes (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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.26 to $60.24 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote and in footnotes 4 and 5 of this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.40 to $61.35 per share, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.44 to $61.69 per share, inclusive. Following the reported sale undertaken to satisfy tax withholding liabilities, in addition to the 104,372 shares of Class A Common Stock beneficially owned by the Reporting Person, the Reporting Person held RSUs representing contingent rights to receive up to an aggregate 305,525 shares of the Issuer's Class A Common Stock and options to purchase up to an aggregate 107,610 shares of Class A Common Stock, which RSUs and options vest according to their respective terms. 6.25% of the total award vested or vests quarterly, with the first tranche vested on June 16, 2023, subject to the Reporting Person's continued service to the Issuer on each vesting date. These RSUs do not have an expiration date; they either vest or are cancelled prior to the vesting date.

Key Figures

Shares sold to cover taxes: 10,501 shares RSU shares acquired: 18,750 shares Post-transaction common shares: 104,372 shares +5 more

8 metrics

Shares sold to cover taxes 10,501 shares Open-market sales on June 16, 2026

RSU shares acquired 18,750 shares Class A Common Stock from RSU vesting

Post-transaction common shares 104,372 shares Class A Common Stock beneficially owned after transactions

RSUs outstanding 305,525 shares Contingent rights to Class A Common Stock after transactions

Options outstanding 107,610 shares Options to purchase Class A Common Stock after transactions

Sale price range (block 1) $59.26–$60.24 Weighted average price range cited in footnote

Sale price range (block 2) $60.40–$61.35 Weighted average price range cited in footnote

Sale price range (block 3) $61.44–$61.69 Weighted average price range cited in footnote

Key Terms

Restricted Stock Unit, sell to cover, weighted average price, beneficially owned, +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 transaction..."

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.

weighted average price financial

"The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions..."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

beneficially owned financial

"in addition to the 104,372 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 and settlement of RSUs..."

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/18/2026 - 04:09 PM Accepted by SEC EDGAR 06/18/2026 - 04:09 PM

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)
06/16/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/16/2026		M		18,750	A	$0⁽¹⁾	114,873	D
Class A Common Stock	06/16/2026		S⁽²⁾		2,140	D	$59.7543⁽³⁾	112,733	D
Class A Common Stock	06/16/2026		S⁽²⁾		5,932	D	$60.8291⁽⁴⁾	106,801	D
Class A Common Stock	06/16/2026		S⁽²⁾		2,429	D	$61.5035⁽⁵⁾	104,372⁽⁶⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽¹⁾	06/16/2026		M			18,750	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	18,750	$0	56,250	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 in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.26 to $60.24 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote and in footnotes 4 and 5 of this Form 4.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.40 to $61.35 per share, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.44 to $61.69 per share, inclusive.

6. Following the reported sale undertaken to satisfy tax withholding liabilities, in addition to the 104,372 shares of Class A Common Stock beneficially owned by the Reporting Person, the Reporting Person held RSUs representing contingent rights to receive up to an aggregate 305,525 shares of the Issuer's Class A Common Stock and options to purchase up to an aggregate 107,610 shares of Class A Common Stock, which RSUs and options vest according to their respective terms.

7. 6.25% of the total award vested or vests quarterly, with the first tranche vested on June 16, 2023, subject to the Reporting Person's continued service to the Issuer on each 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-Fact	06/18/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

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

Katherine Stueland reported RSU vesting and related tax sales. She acquired 18,750 shares from RSUs and sold 10,501 shares of Class A Common Stock in open-market transactions to cover tax withholding obligations from the vesting event.

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

She sold 10,501 shares of Class A Common Stock in three trades. Weighted average sale prices ranged from about $59.75 to $61.50 per share, with detailed price ranges disclosed across the footnotes describing the multiple transaction prices.

Was the GeneDx (WGS) CEO’s stock sale a discretionary transaction?

No, the sale is described as non-discretionary. Footnotes state the 10,501 shares were sold solely to cover tax withholding obligations from RSU vesting through a “sell to cover” transaction, rather than a discretionary decision to reduce holdings.

How many shares did the GeneDx (WGS) CEO acquire through RSU vesting?

She acquired 18,750 shares of Class A Common Stock upon vesting and settlement of restricted stock units. Each RSU represents a contingent right to receive one share for no consideration when it vests and settles under its award terms.

What are Katherine Stueland’s GeneDx (WGS) holdings after these transactions?

After the transactions, she beneficially owned 104,372 shares of Class A Common Stock. She also held RSUs for up to 305,525 additional shares and options to purchase up to 107,610 shares, all vesting in the future according to their respective terms.

How do the GeneDx (WGS) CEO’s RSUs vest over time?

A related footnote explains 6.25% of the RSU award vests quarterly. The first tranche vested on June 16, 2023, and continued vesting is conditioned on her ongoing service to GeneDx on each vesting date until all RSUs either vest or are cancelled.