UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): ~~October~~January 2812, ~~2025~~2026

Commission file number 001-39482

GeneDx Holdings Corp.

(Exact name of registrant as specified in its charter)


Delaware			85-1966622
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

333 Ludlow Street, North Tower; 6th Floor Stamford, Connecticut 06902
(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (888) 729-1206

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Class A common stock, par value $0.0001 per share

WGS

The Nasdaq Stock Market LLC

Warrants to purchase one share of Class A common stock, each at an exercise price of $379.50 per share

WGSWW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

OnThe ~~October~~information ~~28,~~set ~~2025,~~forth ~~GeneDx~~in ~~Holdings~~Item ~~Corp~~7.01 ~~(the~~below ~~“Company”)~~is ~~issued~~incorporated aby ~~press~~reference ~~release~~into (the “Press Release”) and will hold a conference call announcing the Company's financial results for the quarter ended September 30, 2025. Copies of the Press Release and Earnings Presentation are furnished as Exhibits 99.1 and 99.2, respectively, to this ~~Current~~Item ~~Report on Form 8-K~~2.02.

~~The information furnished with this~~ Item 27.~~02,~~01 ~~including~~Regulation ~~Exhibits~~FD 99Disclosure.1 and 99.2 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

~~Item~~On 9January 12, 2026, GeneDx Holdings Corp.~~01 Financial~~ ~~Statements~~(the “Company”) issued a press release (the “Press Release”) announcing the Company’s expectations regarding its preliminary, unaudited revenue for the fourth quarter and ~~Exhibits~~the year ended 2025, exome and genome test result volumes for the fourth quarter and the year ended 2025, GAAP and adjusted gross margin for the fourth quarter and the year ended 2025 and cash, cash equivalents, marketable securities and restricted cash as of December 31, 2025. The Company also issued full year 2026 guidance. A copy of the Press Release is included with this Form 8-K for convenience and attached hereto as Exhibit 99.1. Also on January 12, 2026, the Company is furnishing as Exhibit 99.2 hereto a copy of the investor presentation to be used at the 44th Annual J.P. Morgan Healthcare Conference event.

The information furnished under Items 2.02 and 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No			Description
99.1			Press Release, dated ~~October~~January 2812, ~~2025~~2026, regarding ~~the~~Preliminary ~~registrant’s~~2025 ~~results~~Financial ~~for~~Results ~~the~~and ~~quarter~~Full ~~ended~~Year ~~September~~2026 ~~30, 2025~~Guidance
99.2			~~Earnings~~Investor Presentation, dated ~~October~~January 2812, ~~2025~~2026
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		GENEDX HOLDINGS CORP.
Date:	~~October~~January 2812, ~~2025~~2026	By:	/s/ Katherine Stueland
		Name:	Katherine Stueland
		Title:	Chief Executive Officer

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