SEC Form 4 · accession 0001689575-26-000032

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 16, 2026

Accepted (ET)

Sep 18, 2026 · 4:43 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
Class A Common Stock^F1	Sep 16, 2026	M	18,750	$0.00	A	125,977	D
Class A Common Stock^F3	Sep 16, 2026	S	1,648	$94.258	D	124,329	D
Class A Common Stock^F4	Sep 16, 2026	S	148	$95.405	D	124,181	D
Class A Common Stock^F5	Sep 16, 2026	S	1,525	$96.9009	D	122,656	D
Class A Common Stock^F6	Sep 16, 2026	S	4,141	$98.27	D	118,515	D
Class A Common Stock^F7,F8	Sep 16, 2026	S	3,039	$98.995	D	115,476	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 Unit^F1,F9	—	Sep 16, 2026	M	18,750	D	—	—	Class A Common Stock	18,750	37,500	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 $94.23 to $94.855 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 through 7 of this Form 4.
F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $95.29 to $95.52 per share, inclusive.
F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.445 to $97.40 per share, inclusive.
F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $97.565 to $98.535 per share, inclusive.
F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $98.60 to $99.305 per share, inclusive.
F8Following the reported sale undertaken to satisfy tax withholding liabilities, in addition to the 115,476 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 280,228 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.
F96.25% 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.