WGS · GeneDx Holdings Corp.

Each restricted stock unit represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon settlement for no consideration.

The award shall vest as to 25% of the total award annually each July 1, with the first tranche vesting on July 1, 2027, subject to the Reporting Person's continued service to the Issuer through each vesting date. These restricted stock units do not have an expiration date; they either vest or are cancelled prior to the vesting date.

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.

The entire award shall vest on the earlier of the (i) date of the 2027 annual meeting of the Issuer's stockholders, or (ii) first anniversary of the grant date, subject to the Reporting Person's continued service to the Issuer through the vesting date. These RSUs do not have an expiration date; they either vest or are cancelled prior to the vesting date.

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.

The entire award shall vest on the earlier of the (i) date of the 2027 annual meeting of the Issuer's stockholders, or (ii) first anniversary of the grant date, subject to the Reporting Person's continued service to the Issuer through the vesting date. These RSUs do not have an expiration date; they either vest or are cancelled prior to the vesting date.

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.

The entire award vested or vests on the earlier of the: (i) date of the 2026 annual meeting of the Issuer's stockholders, or (ii) first anniversary of the grant date, subject to the Reporting Person's continued service to the Issuer through the vesting date. These RSUs do not have an expiration date; they either vest or are cancelled prior to the vesting date.

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.

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.

The entire award vested or vests on the earlier of the: (i) date of the 2026 annual meeting of the Issuer's stockholders, or (ii) first anniversary of the grant date, subject to the Reporting Person's continued service to the Issuer through the vesting date. These RSUs do not have an expiration date; they either vest or are cancelled prior to the vesting date.

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.

The entire award shall vest on the earlier of the (i) date of the 2027 annual meeting of the Issuer's stockholders, or (ii) first anniversary of the grant date, subject to the Reporting Person's continued service to the Issuer through the vesting date. These RSUs do not have an expiration date; they either vest or are cancelled prior to the vesting date.

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.

The entire award shall vest on the earlier of the (i) date of the 2027 annual meeting of the Issuer's stockholders, or (ii) first anniversary of the grant date, subject to the Reporting Person's continued service to the Issuer through the vesting date. These RSUs do not have an expiration date; they either vest or are cancelled prior to the vesting date.

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.

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.

The entire award vested or vests on the earlier of the: (i) date of the 2026 annual meeting of the Issuer's stockholders, or (ii) first anniversary of the grant date, subject to the Reporting Person's continued service to the Issuer through the vesting date. These RSUs do not have an expiration date; they either vest or are cancelled prior to the vesting date.

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.

The entire award shall vest on the earlier of the (i) date of the 2027 annual meeting of the Issuer's stockholders, or (ii) first anniversary of the grant date, subject to the Reporting Person's continued service to the Issuer through the vesting date. These RSUs do not have an expiration date; they either vest or are cancelled prior to the vesting date.

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.

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.

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.

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.

The entire award vested or vests on the earlier of the: (i) date of the 2026 annual meeting of the Issuer's stockholders, or (ii) first anniversary of the grant date, subject to the Reporting Person's continued service to the Issuer through the vesting date. These RSUs do not have an expiration date; they either vest or are cancelled prior to the vesting date.

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.

The entire award shall vest on the earlier of the (i) date of the 2027 annual meeting of the Issuer's stockholders, or (ii) first anniversary of the grant date, subject to the Reporting Person's continued service to the Issuer through the vesting date. These RSUs do not have an expiration date; they either vest or are cancelled prior to the vesting date.

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.

The entire award vested or vests on the earlier of the: (i) date of the 2026 annual meeting of the Issuer's stockholders, or (ii) first anniversary of the grant date, subject to the Reporting Person's continued service to the Issuer through the vesting date. These RSUs do not have an expiration date; they either vest or are cancelled prior to the vesting date.

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.

The entire award vested or vests on the earlier of the: (i) date of the 2026 annual meeting of the Issuer's stockholders, or (ii) first anniversary of the grant date, subject to the Reporting Person's continued service to the Issuer through the vesting date. These RSUs do not have an expiration date; they either vest or are cancelled prior to the vesting date.

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.

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.

6.25% of the total award vested or vests quarterly, with the first tranche vested on June 16, 2023, subject to the Reporting Person's continued service to the Issuer on each vesting date. These RSUs do not have an expiration date; they either vest or are cancelled prior to the vesting date.

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.

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.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.44 to $61.69 per share, inclusive.

Following the reported sale undertaken to satisfy tax withholding liabilities, in addition to the 39,954 shares of Class A Common Stock beneficially owned by the Reporting Person, the Reporting Person held RSUs representing contingent rights to receive up to an aggregate 82,043 shares of the Issuer's Class A Common Stock and options to purchase up to an aggregate 25,906 shares of Class A Common Stock, which RSUs and options vest according to their respective terms.

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.

6.25% of the total award vested or vests quarterly, with the first tranche vested on June 16, 2023, subject to the Reporting Person's continued service to the Issuer on each vesting date. These RSUs do not have an expiration date; they either vest or are cancelled prior to the vesting date.

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.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.26 to $60.24 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 ranges set forth in this footnote and in footnotes 4 and 5 of this Form 4.

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.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.26 to $60.24 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 ranges set forth in this footnote and in footnotes 4 and 5 of this Form 4.

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.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.40 to $61.35 per share, inclusive.

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.

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.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.40 to $61.35 per share, inclusive.

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.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.44 to $61.69 per share, inclusive.

Following the reported sale undertaken to satisfy tax withholding liabilities, in addition to the 104,372 shares of Class A Common Stock beneficially owned by the Reporting Person, the Reporting Person held RSUs representing contingent rights to receive up to an aggregate 305,525 shares of the Issuer's Class A Common Stock and options to purchase up to an aggregate 107,610 shares of Class A Common Stock, which RSUs and options vest according to their respective terms.

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.

Following the reported sale undertaken to satisfy tax withholding liabilities, in addition to the 96,123 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 324,275 shares of Class A Common Stock and options to purchase up to an aggregate of 107,610 shares of Class A Common Stock, which RSUs and options vest according to their respective terms.

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.

Following the reported sale undertaken to satisfy tax withholding liabilities, in addition to the 36,486 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 89,240 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.

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.

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.

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.

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.

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.

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.

The securities are owned directly by the Casdin Partners Master Fund, L.P. (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.

The securities are owned directly by the Casdin Partners Master Fund, L.P. (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.

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.

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.

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 December 1, 2022. These RSUs do not have an expiration date; they either vest or are cancelled prior to the vesting date.

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.

Following the reported sale undertaken to satisfy tax withholding liabilities, in addition to the 35,290 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 91,702 shares of Class A Common Stock and options to purchase up to an aggregate 25,906 shares of Class A Common Stock, which RSUs and options vest according to their respective terms.

The price reported in Column 4 is a weighted average price. These shares were bought in multiple transactions within the range of $43.6287 to $44.3384. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares bought at each separate price within the range set forth in this footnote.

The securities are owned directly by the Casdin Partners Master Fund, L.P. (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.

The price reported in Column 4 is a weighted average price. These shares were bought in multiple transactions within the range of $42.1118 to $42.6898. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares bought at each separate price within the range set forth in this footnote.

The securities are owned directly by the Casdin Partners Master Fund, L.P. (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.

The price reported in Column 4 is a weighted average price. These shares were bought in multiple transactions within the range of $42.4573 to $42.9153. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares bought at each separate price within the range set forth in this footnote.

The securities are owned directly by the Casdin Partners Master Fund, L.P. (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.

The price reported in Column 4 is a weighted average price. These shares were bought in multiple transactions within the range of $37.78 to $38.77.

Investment funds advised by Corvex Management LP ("Corvex") are the direct holders of 4,784,570 shares of the Class A Common Stock, par value $0.0001 per share ("Class A Common Stock") of GeneDX Holdings Corp. (the "Issuer") reported herein. Mr. Meister may be deemed to indirectly beneficially own these shares by virtue of Mr. Meister's control of the general partner of Corvex.

For the purposes of this filing, each of Corvex and Mr. Meister disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein. This filing shall not be deemed an admission that Corvex or Mr. Meister is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise.

The price reported in Column 4 is a weighted average price. These shares were bought in multiple transactions within the range of $39.78 to $40.60.

Investment funds advised by Corvex Management LP ("Corvex") are the direct holders of 4,784,570 shares of the Class A Common Stock, par value $0.0001 per share ("Class A Common Stock") of GeneDX Holdings Corp. (the "Issuer") reported herein. Mr. Meister may be deemed to indirectly beneficially own these shares by virtue of Mr. Meister's control of the general partner of Corvex.

For the purposes of this filing, each of Corvex and Mr. Meister disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein. This filing shall not be deemed an admission that Corvex or Mr. Meister is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise.

The price reported in Column 4 is a weighted average price. These shares were bought in multiple transactions within the range of $38.79 to $39.77.

Investment funds advised by Corvex Management LP ("Corvex") are the direct holders of 4,784,570 shares of the Class A Common Stock, par value $0.0001 per share ("Class A Common Stock") of GeneDX Holdings Corp. (the "Issuer") reported herein. Mr. Meister may be deemed to indirectly beneficially own these shares by virtue of Mr. Meister's control of the general partner of Corvex.

For the purposes of this filing, each of Corvex and Mr. Meister disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein. This filing shall not be deemed an admission that Corvex or Mr. Meister is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise.

The price reported in Column 4 is a weighted average price. These shares were bought in multiple transactions within the range of $39.79 to $40.00.

Investment funds advised by Corvex Management LP ("Corvex") are the direct holders of 4,784,570 shares of the Class A Common Stock, par value $0.0001 per share ("Class A Common Stock") of GeneDX Holdings Corp. (the "Issuer") reported herein. Mr. Meister may be deemed to indirectly beneficially own these shares by virtue of Mr. Meister's control of the general partner of Corvex.

For the purposes of this filing, each of Corvex and Mr. Meister disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein. This filing shall not be deemed an admission that Corvex or Mr. Meister is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise.

The price reported in Column 4 is a weighted average price. These shares were bought in multiple transactions within the range of $38.21 to $39.20. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares bought at each separate price within the ranges set forth in footnotes (1), (4), (5), (6), (7) and (8) to this Form 4.

Investment funds advised by Corvex Management LP ("Corvex") are the direct holders of 4,784,570 shares of the Class A Common Stock, par value $0.0001 per share ("Class A Common Stock") of GeneDX Holdings Corp. (the "Issuer") reported herein. Mr. Meister may be deemed to indirectly beneficially own these shares by virtue of Mr. Meister's control of the general partner of Corvex.

For the purposes of this filing, each of Corvex and Mr. Meister disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein. This filing shall not be deemed an admission that Corvex or Mr. Meister is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise.

The price reported in Column 4 is a weighted average price. These shares were bought in multiple transactions within the range of $39.21 to $39.80.

Investment funds advised by Corvex Management LP ("Corvex") are the direct holders of 4,784,570 shares of the Class A Common Stock, par value $0.0001 per share ("Class A Common Stock") of GeneDX Holdings Corp. (the "Issuer") reported herein. Mr. Meister may be deemed to indirectly beneficially own these shares by virtue of Mr. Meister's control of the general partner of Corvex.

For the purposes of this filing, each of Corvex and Mr. Meister disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein. This filing shall not be deemed an admission that Corvex or Mr. Meister is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise.

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.

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.