Stueland Katherine 4
4 · GeneDx Holdings Corp. · Filed Feb 2, 2026
Research Summary
AI-generated summary of this filing
GeneDx (WGS) CEO Katherine Stueland Sells Shares to Cover Taxes
What Happened
- Katherine Stueland, Chief Executive Officer of GeneDx Holdings Corp. (WGS), had RSUs settle and sold shares to cover associated tax withholding. On Jan 29, 2026 she received/converted 3,874 shares from vested RSUs (reported as an exercise/conversion) and sold 1,653 shares in the open market for a total of $155,375 (weighted average price ~$94.00).
Key Details
- Transaction date: 2026-01-29.
- Sale: 1,653 shares disposed at a weighted average price of $94.00 (range $93.53–$94.00) for $155,375 (Footnote F3).
- RSU settlement: 3,874 shares reported as acquired via exercise/conversion of derivative (zero exercise price) (Footnote F1).
- Purpose of sale: Sell-to-cover tax withholding in connection with RSU vesting (Footnote F2) — not a discretionary open-market sale.
- Holdings after transaction: 16,458 shares of Class A common stock beneficially owned, plus RSUs representing up to 411,494 shares and options to purchase up to 107,610 shares (Footnote F4).
- Vesting schedule note: The RSU award vests 25% on 4/29/2023 and 4/29/2024, then quarterly tranches through 4/29/2026 (Footnote F5).
- Filing timeliness: Report filed 2026-02-02 for the 2026-01-29 transactions; filing appears to be within the required Form 4 timeframe.
Context
- This was not a purchase (no new personal cash outlay) but routine tax-withholding activity following RSU settlement. For retail investors, sell-to-cover transactions generally reflect tax obligations rather than a CEO signaling a view on the company’s stock price. The RSUs settled for no consideration (typical RSU mechanics).
Insider Transaction Report
Form 4
Stueland Katherine
DirectorCHIEF EXECUTIVE OFFICER
Transactions
- Exercise/Conversion
Class A Common Stock
[F1]2026-01-29+3,874→ 18,111 total - Sale
Class A Common Stock
[F2][F3][F4]2026-01-29$94.00/sh−1,653$155,375→ 16,458 total - Exercise/Conversion
Restricted Stock Unit
[F1][F5]2026-01-29−3,874→ 3,874 total→ Class A Common Stock (3,874 underlying)
Footnotes (5)
- [F1]Each 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.
- [F2]The 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.
- [F3]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $93.53 to $94.00, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the 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.
- [F4]Following the reported sale undertaken to satisfy tax withholding liabilities, in addition to the 16,458 shares of Class A Common Stock beneficially owned by the Reporting Person, the Reporting Person beneficially owned RSUs representing contingent rights to receive up to an aggregate of 411,494 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.
- [F5]25% of the total award vested on each of April 29, 2023 and April 29, 2024, and an additional 6.25% of the total award vested or vests thereafter on each quarterly anniversary, subject to the Reporting Person's continued service to the Issuer on each vesting date, with the last tranche scheduled to vest on April 29, 2026. These RSUs do not have an expiration date; they either vest or are cancelled prior to the vesting date.
Signature
/s/ Bridget Brown, Attorney-in-Fact|2026-02-02