SEC Form 4 · accession 0001307631-26-000002

GeneDx Holdings Corp. · WGS

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

Reporting owner

Keith A. Meister

Director · 10% Owner

Period of report

Jun 18, 2026

Accepted (ET)

Jun 23, 2026 · 4:28 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	23,705	D
Class A Common Stock^F2	holding	—	—		—	4,784,570	I	See footnote
Class A Common Stock^F3	holding	—	—		—	333,144	I	See footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Unit^F1,F4	—	Jun 18, 2026	A	4,248	A	—	—	Class A Common Stock	4,248	4,248	D
Restricted Stock Unit^F1,F5	—	Jun 18, 2026	M	3,576	D	—	—	Class A Common Stock	3,576	0	D

Explanation of responses

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.
F2Investment funds advised by Corvex Management LP ("Corvex") are the direct holders of the securities reported in this row. The Reporting Person may be deemed to indirectly beneficially own these shares by virtue of his control of the general partner of Corvex.
F3CMLS Holdings LLC ("CMLS Holdings") is the direct holder of the securities reported in this row. The Reporting Person is one of two members of the Board of Managers of CMLS Holdings, and he shares voting and investment discretion with respect to securities held of record by CMLS Holdings.
F4The 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.
F5The 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.

Remarks

The Reporting Person disclaims beneficial ownership of the securities reported on this Form 4 except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, or for any other purpose.