SEC Form 4 · accession 0001534264-26-000002

GeneDx Holdings Corp. · WGS

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

Reporting owner

Eli Casdin

Director · 10% Owner

Period of report

Jun 18, 2026

Accepted (ET)

Jun 23, 2026 · 4:25 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	24,093	D
Class A Common Stock^F2	holding	—	—		—	3,707,164	I	By Casdin Partners Master Fund, LP
Class A Common Stock^F3	holding	—	—		—	19,247	I	By Casdin Partners GP, LLC
Class A Common Stock^F4	holding	—	—		—	333,144	I	By CMLS Holdings LLC

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,F5	—	Jun 18, 2026	A	4,248	A	—	—	Class A Common Stock	4,248	4,248	D
Restricted Stock Unit^F1,F6	—	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.
F2The securities are owned directly by Casdin Partners Master Fund, L.P. (the "Master Fund") and may be deemed to be indirectly beneficially owned by (i) Casdin Capital, LLC, the investment adviser to the Master Fund ("Casdin"), (ii) Casdin Partners GP, LLC, the general partner of the Master Fund (the "GP"), and (iii) the Reporting Person, who is the managing member of Casdin and the GP.
F3The securities are owned directly by the GP and may be deemed to be indirectly beneficially owned by the Reporting Person, who is the managing member of the GP.
F4The securities are owned directly by CMLS Holdings LLC ("CMLS Holdings"). The Board of Managers of CMLS Holdings includes the Reporting Person, who, as a member of the Board of Managers of CMLS Holdings, shares voting and investment discretion with respect to securities held by CMLS Holdings.
F5The 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.
F6The 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.