Feeley Kevin 4
4 · GeneDx Holdings Corp. · Filed Mar 11, 2026
Research Summary
AI-generated summary of this filing
GeneDx (WGS) CFO Kevin Feeley Sells 1,280 Shares
What Happened
Kevin Feeley, Chief Financial Officer of GeneDx Holdings Corp. (WGS), had 2,462 restricted stock units (RSUs) settle into 2,462 shares (reported as an exercise/conversion of a derivative at $0.00) on March 9, 2026. To satisfy tax withholding obligations on that vesting, he sold 1,280 shares in the open market for a weighted average price of $86.75 (total proceeds reported $111,045). The RSU settlement itself carried no cash exercise price.
Key Details
- Transaction date: March 9, 2026. Form 4 filed March 11, 2026 (appears timely under Form 4 rules).
- Sale: 1,280 shares sold in open market; weighted average price reported $86.75; sale prices ranged $86.75–$87.1136 per share (footnote). Total proceeds reported $111,045.
- RSU settlement: 2,462 shares reported as acquired on conversion/exercise at $0.00; a corresponding derivative disposition is reported for the same 2,462 shares.
- Purpose of sale: Sell-to-cover tax withholding to satisfy tax obligations from RSU vesting (footnote states this was not a discretionary sale).
- Holdings after transaction: 21,842 shares beneficially owned, plus RSUs representing rights to up to 120,435 shares and options to purchase up to 25,906 shares (per footnote).
- Vesting terms noted: 6.25% of the total award vests quarterly (first tranche vested March 9, 2023); RSUs have no expiration but vest/cancel per schedule.
Context
This was a routine post-vesting sell-to-cover transaction rather than an independent decision to liquidate holdings. The RSUs converted into shares with no cash exercise price (typical for RSU settlement), and a portion of those shares were sold immediately to meet tax withholding. Such transactions generally reflect tax mechanics, not a signal about the insider’s view of the company.
Insider Transaction Report
- Exercise/Conversion
Class A Common Stock
[F1]2026-03-09+2,462→ 23,122 total - Sale
Class A Common Stock
[F2][F3][F4]2026-03-09$86.75/sh−1,280$111,045→ 21,842 total - Exercise/Conversion
Restricted Stock Unit
[F1][F5]2026-03-09−2,462→ 7,387 total→ Class A Common Stock (2,462 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 $86.75 to $87.1136 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 range set forth in this footnote.
- [F4]Following the reported sale undertaken to satisfy tax withholding liabilities, in addition to the 21,842 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 120,435 shares of Class A Common Stock and options to purchase up to an aggregate of 25,906 shares of Class A Common Stock, which RSUs and options vest according to their respective terms.
- [F5]6.25% of the total award vested or vests quarterly, subject to the Reporting Person's continued service to the Issuer on each vesting date, and with the first tranche vested on March 9, 2023. These RSUs do not have an expiration date; they either vest or are cancelled prior to the vesting date.