SEC Form 4 · accession 0001944119-26-000031

GeneDx Holdings Corp. · WGS

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

Reporting owner

Kevin Feeley

Officer — CHIEF FINANCIAL OFFICER

Period of report

Jun 16, 2026

Accepted (ET)

Jun 18, 2026 · 4:11 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	Jun 16, 2026	M	7,197	$0.00	A	43,683	D
Class A Common Stock^F3	Jun 16, 2026	S	760	$59.7543	D	42,923	D
Class A Common Stock^F4	Jun 16, 2026	S	2,106	$60.8291	D	40,817	D
Class A Common Stock^F5,F6	Jun 16, 2026	S	863	$61.5035	D	39,954	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,F7	—	Jun 16, 2026	M	7,197	D	—	—	Class A Common Stock	7,197	21,590	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 $59.26 to $60.24 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 and 5 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 $60.40 to $61.35 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 $61.44 to $61.69 per share, inclusive.
F6Following the reported sale undertaken to satisfy tax withholding liabilities, in addition to the 39,954 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 82,043 shares of the Issuer's Class A Common Stock and options to purchase up to an aggregate 25,906 shares of Class A Common Stock, which RSUs and options vest according to their respective terms.
F76.25% 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.