Feeley Kevin 4

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.