Stueland Katherine 4

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).