Stueland Katherine 4
4 · GeneDx Holdings Corp. · Filed Mar 17, 2026
Research Summary
AI-generated summary of this filing
GeneDx (WGS) CEO Katherine Stueland Sells Shares After RSU Settlement
What Happened
Katherine Stueland, CEO of GeneDx Holdings (WGS), had RSUs vest/convert to stock (reported as derivative exercises/conversions) and then sold shares to satisfy tax withholding. She acquired 30,671 shares through RSU settlement (11,921 on 2026-03-15 and 18,750 on 2026-03-16) at $0.00 per share (per footnote: RSUs settle for no consideration). On 2026-03-16 she sold a total of 17,179 shares in open-market trades for aggregate proceeds of approximately $1,319,291 (7,178 @ $76.35 → $548,035; 9,229 @ $77.05 → $711,090; 772 @ $77.94 → $60,166). The filing notes these sales were "sell to cover" tax withholding and not discretionary.
Key Details
- Transaction dates: RSU settlement/exercises on 2026-03-15 and 2026-03-16; open-market sales on 2026-03-16.
- Sale prices: weighted averages reported; individual ranges per footnotes — $75.735–$76.73, $76.74–$77.71, and $77.75–$78.16 (see footnotes F3–F5).
- Shares: acquired 30,671 via RSU settlement; sold 17,179 shares for ~ $1.32M.
- Holdings after transaction: 58,447 shares beneficially owned plus RSUs representing rights to up to 414,695 shares and options to purchase up to 107,610 shares (per F6).
- Notable footnotes: F1 (RSUs convert to 1 share each for no consideration), F2 (sales were sell-to-cover for tax withholding), F3–F5 (weighted-average price ranges), F7/F8 (vesting schedules).
- Filing timeliness: no late-filing flag indicated in the data provided.
Context
This was a routine RSU settlement followed by a sell-to-cover: RSUs converted to shares (recorded as derivative exercises/conversions at $0), and a portion of the newly issued shares were sold to satisfy tax withholding obligations. Such sell-to-cover transactions are common after vesting and do not necessarily signal the insider’s view on the company’s prospects.
Insider Transaction Report
- Exercise/Conversion
Class A Common Stock
[F1]2026-03-15+11,921→ 56,876 total - Exercise/Conversion
Class A Common Stock
[F1]2026-03-16+18,750→ 75,626 total - Sale
Class A Common Stock
[F2][F3]2026-03-16$76.35/sh−7,178$548,035→ 68,448 total - Sale
Class A Common Stock
[F2][F4]2026-03-16$77.05/sh−9,229$711,090→ 59,219 total - Sale
Class A Common Stock
[F2][F5][F6]2026-03-16$77.94/sh−772$60,166→ 58,447 total - Exercise/Conversion
Restricted Stock Unit
[F1][F7]2026-03-15−11,921→ 35,763 total→ Class A Common Stock (11,921 underlying) - Exercise/Conversion
Restricted Stock Unit
[F1][F8]2026-03-16−18,750→ 75,000 total→ Class A Common Stock (18,750 underlying)
Footnotes (8)
- [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 $75.735 to $76.73 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.
- [F4]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.74 to $77.71 per share, inclusive.
- [F5]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.75 to $78.16 per share, inclusive.
- [F6]Following the reported sale undertaken to satisfy tax withholding liabilities, in addition to the 58,447 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 414,695 shares of the Issuer's Class A Common Stock and options to purchase up to an aggregate 107,610 shares of Class A Common Stock, which RSUs and options vest according to their respective terms.
- [F7]25% of the award vested or vests annually on the anniversary of the grant date, with the first tranche vested on March 15, 2026, 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.
- [F8]6.25% 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.