SEC Form 4 · accession 0000943431-26-000002

GeneDx Holdings Corp. · WGS

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Director

Period of report

Jun 18, 2026

Accepted (ET)

Jun 23, 2026 · 4:30 pm EDT

Rule 10b5-1 plan

box not checked

Issuer CIK

0001818331

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class A Common Stock^F1	Jun 18, 2026	M	3,576	$0.00	A	33,299	D
Class A Common Stock^F2	holding	—	—		—	11,941	I	By Kariba LLC
Class A Common Stock^F2	holding	—	—		—	24,243	I	By Rugu2 LLC
Class A Common Stock^F2	holding	—	—		—	120,083	I	By VAAL Investment Partners Q9 LP

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Unit^F1,F3	—	Jun 18, 2026	A	4,248	A	—	—	Class A Common Stock	4,248	4,248	D
Restricted Stock Unit^F1,F4	—	Jun 18, 2026	M	3,576	D	—	—	Class A Common Stock	3,576	0	D

F1Each 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.
F2The 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.
F3The 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.
F4The 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.