Feeley Kevin 4

What Happened

• Kevin Feeley, Chief Financial Officer of GeneDx Holdings Corp. (WGS), had 754 restricted stock units (RSUs) convert/settle into 754 shares on Jan 29, 2026 (reported as an exercise/conversion at $0.00). On the same day he sold 315 shares at $94.00 and 2 shares at $92.06, generating total gross proceeds of about $29,794. The Form 4 also reports a corresponding derivative disposal of 754 shares at $0.00 related to the RSU conversion/settlement. These sales were reported as sell-to-cover transactions to satisfy tax withholding obligations, not discretionary open-market trades.

Key Details

• Transaction date: January 29, 2026.
• Sales: 315 shares @ $94.00 ($29,610) and 2 shares @ $92.06 ($184), total ≈ $29,794.
• RSU conversion: 754 shares acquired at $0.00 (reported as exercise/conversion of a derivative) and a related 754-share derivative disposal at $0.00.
• Shares owned after transaction: 9,168 shares of Class A Common Stock beneficially owned; additionally beneficially owns RSUs for up to 112,750 shares and options to purchase up to 25,906 shares (per filing footnote).
• Footnotes: F1 defines RSUs as rights to receive 1 share upon settlement for no consideration; F2 states the sales were to satisfy tax withholding via a "sell to cover" and were not discretionary; F4 explains the RSU vesting schedule (initial 25% tranches on 4/29/2023 & 4/29/2024, then quarterly vesting with final tranche on 4/29/2026).
• Filing date shown: February 2, 2026 (see SEC accession).

Context

• These transactions are routine sell-to-cover activity tied to RSU settlement. The filing shows RSU conversion and tax-related sales rather than a voluntary, discretionary sale reflecting a change in sentiment. For retail investors, purchases by insiders may be more informative of conviction; sell-to-cover events are common and primarily administrative.