GeneDx Holdings Corp.·4

May 11, 8:43 PM ET

Casdin Partners GP, LLC 4

4 · GeneDx Holdings Corp. · Filed May 11, 2026

Research Summary

AI-generated summary of this filing

Updated

GeneDx (WGS) 10% Owner Casdin Capital Acquires Notional Shares

What Happened
Casdin Capital, LLC — reported as a 10% owner/related reporting person — entered into cash‑settled swap agreements that provide economic exposure to a total of 850,000 notional shares of GeneDx (WGS) across three transactions (May 7, May 8 and May 11, 2026). The swaps reference: 500,000 notional shares at $38.1543/share ($19,077,150); 300,000 notional shares at $41.0261/share ($12,307,830); and 50,000 notional shares at $39.6602/share (~$1,983,010). Combined notional exposure is roughly $33,367,990. These are cash‑settled swap agreements (derivatives) that give economic returns similar to owning the stock but do not convey voting or disposition rights.

Key Details

  • Transaction dates and reference prices/values:
    • 2026‑05‑07: swap exposure to 500,000 notional shares @ $38.1543 ≈ $19,077,150 (Footnote F1)
    • 2026‑05‑08: swap exposure to 300,000 notional shares @ $41.0261 ≈ $12,307,830 (Footnote F3)
    • 2026‑05‑11: swap exposure to 50,000 notional shares @ $39.6602 ≈ $1,983,010 (Footnote F4)
  • Total notional exposure: 850,000 shares, ~ $33.37 million aggregate economic exposure.
  • Shares owned after transaction: Not specified; the filers disclaim beneficial ownership except to extent of any pecuniary interest (see Remarks).
  • Notable footnotes: swaps are cash‑settled and do not provide power to vote or sell the underlying securities; swaps are held by Casdin Partners Master Fund, L.P. and reported indirectly by Casdin Capital, Casdin Partners GP, LLC, and Eli Casdin (F1–F4).
  • Filing timeliness: Reported on Form 4 filed 2026‑05‑11 for transactions May 7–11 — filing appears to be within required reporting window (timely).

Context

  • These are derivative (swap) transactions giving economic exposure, not purchases of actual shares; therefore they do not change voting control or direct ownership of WGS stock.
  • This filing reflects institutional activity by a reported 10% owner entity and related parties, not an individual executive trade.

Insider Transaction Report

Form 4
Period: 2026-05-07
Casdin Capital, LLC
Director10% Owner
Transactions
  • PurchaseSwap

    Cash Settled Swap

    [F1][F2]
    2026-05-07+500,000500,000 total(indirect: See Footnote)
    Class A Common Stock (500,000 underlying)
  • PurchaseSwap

    Cash Settled Swap

    [F3][F2]
    2026-05-08+300,000800,000 total(indirect: See Footnote)
    Class A Common Stock (300,000 underlying)
  • PurchaseSwap

    Cash Settled Swap

    [F4][F2]
    2026-05-11+50,000850,000 total(indirect: See Footnote)
    Class A Common Stock (50,000 underlying)
Footnotes (4)
  • [F1]Casdin Partners Master Fund, L.P. (the "Master Fund") has entered into certain cash-settled swap agreements (the "Swap Agreements"), which represent economic exposure to an aggregate of 500,000 notional shares of the Issuer's Class A Common Stock, at a price of $38.1543 per share. The Swap Agreements provide the Master Fund with economic results that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the securities that are referenced by the Swap Agreements.
  • [F2]The Swap Agreements are owned directly by 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) Eli Casdin, the managing member of Casdin and the GP.
  • [F3]The Master Fund has entered into certain cash-settled swap agreements (the "Swap Agreements"), which represent economic exposure to an aggregate of 300,000 notional shares of the Issuer's Class A Common Stock, at a price of $41.0261 per share. The Swap Agreements provide the Master Fund with economic results that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the securities that are referenced by the Swap Agreements.
  • [F4]The Master Fund has entered into certain cash-settled swap agreements (the "Swap Agreements"), which represent economic exposure to an aggregate of 50,000 notional shares of the Issuer's Class A Common Stock, at a price of $39.6602 per share. The Swap Agreements provide the Master Fund with economic results that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the securities that are referenced by the Swap Agreements.

Documents

1 file
  • 4
    ownership.xmlPrimary