Genedx Holdings Corp.

05/11/2026 | Press release | Distributed by Public on 05/11/2026 18:44

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
Casdin Capital, LLC
2. Issuer Name and Ticker or Trading Symbol
GeneDx Holdings Corp. [WGS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1350 AVENUE OF THE AMERICAS, SUITE 2600
3. Date of Earliest Transaction (Month/Day/Year)
05/07/2026
(Street)
NEW YORK, NY 10019
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Cash Settled Swap (1) 05/07/2026 P/K 500,000 (1) (1) Class A Common Stock 500,000 (1) 500,000 I See Footnote(2)
Cash Settled Swap (3) 05/08/2026 P/K 300,000 (3) (3) Class A Common Stock 300,000 (3) 800,000 I See Footnote(2)
Cash Settled Swap (4) 05/11/2026 P/K 50,000 (4) (4) Class A Common Stock 50,000 (4) 850,000 I See Footnote(2)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Casdin Capital, LLC
1350 AVENUE OF THE AMERICAS
SUITE 2600
NEW YORK, NY 10019
X X
Casdin Eli
1350 AVENUE OF THE AMERICAS
SUITE 2600
NEW YORK, NY 10019
X X
Casdin Partners Master Fund, L.P.
1350 AVENUE OF THE AMERICAS
SUITE 2600
NEW YORK, NY 10019
X X
Casdin Partners GP, LLC
1350 AVENUE OF THE AMERICAS
SUITE 2600
NEW YORK, NY 10019
X X

Signatures

Casdin Capital LLC, By: /s/ Eli Casdin, Managing Member 05/11/2026
**Signature of Reporting Person Date
/s/ Eli Casdin, Eli Casdin 05/11/2026
**Signature of Reporting Person Date
Casdin Partners Master Fund, LP, By: Casdin Partners GP, LLC, its General Partner, By: /s/ Eli Casdin, Managing Member 05/11/2026
**Signature of Reporting Person Date
Casdin Partners GP LLC, By: /s/ Eli Casdin, Managing Member, /s/ Eli Casdin, Eli Casdin 05/11/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Casdin Partners Master Fund, L.P. (the "Master Fund") has entered into certain cash-settled swap agreements (the "Swap Agreements"), which represent economic exposure to an aggregate of 500,000 notional shares of the Issuer's Class A Common Stock, at a price of $38.1543 per share. The Swap Agreements provide the Master Fund with economic results that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the securities that are referenced by the Swap Agreements.
(2) The Swap Agreements are owned directly by the Master Fund and may be deemed to be indirectly beneficially owned by (i) Casdin Capital, LLC, the investment adviser to the Master Fund ("Casdin"), (ii) Casdin Partners GP, LLC, the general partner of the Master Fund (the "GP"), and (iii) Eli Casdin, the managing member of Casdin and the GP.
(3) The Master Fund has entered into certain cash-settled swap agreements (the "Swap Agreements"), which represent economic exposure to an aggregate of 300,000 notional shares of the Issuer's Class A Common Stock, at a price of $41.0261 per share. The Swap Agreements provide the Master Fund with economic results that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the securities that are referenced by the Swap Agreements.
(4) The Master Fund has entered into certain cash-settled swap agreements (the "Swap Agreements"), which represent economic exposure to an aggregate of 50,000 notional shares of the Issuer's Class A Common Stock, at a price of $39.6602 per share. The Swap Agreements provide the Master Fund with economic results that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the securities that are referenced by the Swap Agreements.

Remarks:
Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Genedx Holdings Corp. published this content on May 11, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 12, 2026 at 00:44 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]