SEC Form 4 · accession 0001689575-26-000030
GeneDx Holdings Corp. · WGS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Katherine Stueland
Officer — CHIEF EXECUTIVE OFFICER · Director
Period of report
Sep 9, 2026
Accepted (ET)
Sep 11, 2026 · 4:13 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 StockF1 | Sep 9, 2026 | M | 6,547 | $0.00 | A | 110,919 | D | |
| Class A Common StockF3,F4 | Sep 9, 2026 | S | 3,692 | $84.2178 | D | 107,227 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF1,F5 | — | Sep 9, 2026 | M | 6,547 | D | — | — | Class A Common Stock | 6,547 | 6,547 | 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 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.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.07 to $84.22 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 range set forth in this footnote.
- F4Following the reported sale undertaken to satisfy tax withholding liabilities, in addition to the 107,227 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 of 298,978 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.
- F56.25% of the total award vested or vests quarterly, subject to the Reporting Person's continued service to the Issuer on each vesting date, and with the first tranche vested on March 9, 2023. These RSUs do not have an expiration date; they either vest or are cancelled prior to the vesting date.