Dechairo Bryan 4

What Happened

• Bryan Dechairo, Chief Operating Officer of GeneDx Holdings Corp. (WGS), had 9,374 restricted stock units (RSUs) settle on Feb 1, 2026 (converted to 9,374 shares at $0.00). Following the settlement, he sold a portion of those shares in open-market transactions on Feb 2, 2026 — 93 shares at a weighted avg ~$96.77 ($8,999), 492 shares at ~$98.61 ($48,517), 1,662 shares at ~$99.40 ($165,198), and 1,166 shares at ~$100.31 ($116,967). Total reported sale proceeds were about $339,681. These sales were to satisfy tax withholding related to the RSU settlement (a "sell to cover"), not an independent discretionary sale.

Key Details

• Transaction dates: RSU settlement/exercise (conversion) on 2026-02-01; open-market sales on 2026-02-02; Form 4 filed 2026-02-03 (timely).
• Exercise/settlement: 9,374 shares acquired at $0.00 (RSU conversion).
• Shares sold: 3,413 shares across multiple trades (weighted avg prices reported; ranges per footnotes: ~$96.60–100.77).
• Proceeds: ~ $339,681 total from the reported sales.
• Shares owned after transactions: 5,961 shares of Class A common stock beneficially owned plus RSUs representing rights to receive up to 28,123 additional shares (vesting per terms).
• Notable footnotes: sales were "sell to cover" tax withholding (not discretionary); RSUs represent contingent rights to shares; vesting schedule indicates 1/4 of the award vested on Feb 1, 2026 and subsequent annual vesting; RSUs have no expiration.
• Filing timeliness: Report appears timely (filed within two business days of the transaction dates).

Context

• This was an RSU settlement followed by share sales to cover taxes — a routine administrative transaction rather than a market-timing sell signal. The acquisition was not a cash purchase (shares delivered upon RSU settlement). Remaining RSUs continue to vest per the stated schedule.