PFENNIGER RICHARD C JR 4

What Happened
Richard C. Pfenniger Jr., a director of GeneDx Holdings Corp. (WGS), was awarded 4,248 restricted stock units (RSUs) and, on the same date (2026-06-18), converted/exercised 3,576 derivative units into shares. All reported transactions show $0.00 per share. The filing also reports a simultaneous disposal of the 3,576 shares obtained through conversion; the filing lists no cash consideration for that disposition.

Key Details

• Transaction date: 2026-06-18. Filing date: 2026-06-23 (appears to be after the usual two-business-day Form 4 window).
• Transactions reported: A = grant of 4,248 RSUs (award); M = exercise/conversion of 3,576 derivatives (acquired) and M = conversion/transfer of 3,576 shares (disposed). All at $0.00.
• Shares owned after the transactions: Not specified in the filing.
• Footnotes of note:
  • F1: Each RSU represents a contingent right to receive 1 share upon settlement for no consideration.
  • F2: The newly granted 4,248 RSUs vest on the earlier of the 2027 annual meeting or the first anniversary of the grant, subject to continued service; they have no expiration date.
  • F3: The converted/vested award (the 3,576 units) vested on the earlier of the 2026 annual meeting or first anniversary, subject to continued service.
• The filing does not specify the reason for the $0.00 disposal (e.g., sale, tax withholding, or transfer).

Context
RSU awards (A) are grants that convert into shares upon vesting and do not require cash outlay by the grantee; they are commonly used as compensation. The reported exercise/conversion (M) with an immediate disposal means Pfenniger did not retain an increased share position from those 3,576 units — but the filing does not explain the mechanics of the disposal. This filing documents compensation and a conversion event rather than an outright market purchase or cash sale for proceeds.