WGS

EX-99.1

2 exhibit991-q22026pressrele.htm

EX-99.1

Document

Exhibit 99.1

GeneDx Reports Second Quarter 2026 Financial Results

•Reported second quarter 2026 revenue of $114.4 million, including $100.3 million in exome and genome revenue

•Reported exome and genome volume growth of 32% year-over-year

•Reported adjusted gross margin(1) of 70% and adjusted net income(1) of $0.4 million

•Reiterating full year 2026 revenue guidance of $475 to $490 million with exome and genome volume growth of at least 30%

•Hosting conference call today at 4:30 p.m. ET

GAITHERSBURG, Md., August 3, 2026 — GeneDx Holdings Corp. (Nasdaq: WGS), the leader in rare disease diagnosis and improving health through the power of genomic data, today reported its financial results for the second quarter of 2026.

“Our team’s unwavering focus and agility drove a strong second quarter. By delivering healthy revenue, volume, and gross margin growth, we successfully navigated our return to profitability” said Katherine Stueland, CEO of GeneDx. “We are managing the transition to genome testing, making progress on each of our key imperatives — optimizing unit economics, growing utilization, and delivering the best products at unmatched scale — while continuing to extend our industry-leading position in both exome and genome testing to reach as many patients and families as soon as possible.”

Second Quarter 2026 Financial Results (Unaudited)(1)

Revenue

•Revenue grew to $114.4 million, an increase of 11% year-over-year.

•Exome and genome test revenue grew to $100.3 million, an increase of 17% year-over-year.

Exome and genome volume

•Exome and genome test result volume grew to 30,785, an increase of 32% year-over-year.

Gross margin

•Adjusted gross margin of 70% in the second quarter of 2026 is up from 69% in the first quarter of 2026 and compares to 71% in the second quarter of 2025.

◦GAAP gross margin was 68%.

Operating expenses

•Adjusted total operating expenses were $80.3 million, representing 70% of revenue.

◦Total GAAP operating expenses were $95.7 million.

Net income

•Adjusted net income was $0.4 million, up $8.6 million from the first quarter of 2026 and compared to adjusted net income of $16.4 million in the second quarter of 2025.

◦GAAP net loss was $17.7 million.

Cash position

•Cash, cash equivalents, marketable securities and restricted cash was $133.5 million as of June 30, 2026.

•On August 3, 2026, the Company amended and restated its existing loan agreement with Blackstone, adding an additional $50.0 million term loan facility and increasing the aggregate principal amount available under the facility to $150.0 million. Concurrently, an affiliate of Blackstone agreed to purchase approximately $5.0 million of the Company’s Class A common stock at $61.00 per share in a private placement.

◦Combined with the cash, cash equivalents, marketable securities and restricted cash balance of $133.5 million as of June 30, 2026, the Company’s pro forma cash position following this transaction is approximately $188 million.

(1)Adjusted gross margin, adjusted total operating expenses and adjusted net income are non-GAAP financial measures. See appendix for a reconciliation of GAAP to non-GAAP figures presented.

GeneDx 2026 Guidance

GeneDx has reaffirmed its full year 2026 guidance and has provided guidance for the third quarter of 2026. Management expects GeneDx to deliver:

MetricFull Year 2026 GuidanceThird Quarter 2026 Guidance

Revenue $475 to $490 million

$122 to $124 million

Exome and genome volume At least 30% growth

33,200 tests

Exome and genome revenue At least 20% growth

$110 to $112 million

Adjusted gross margin Approximately 70%

Approximately 70%

Adjusted net income Positive

Approximately $2 million

Second Quarter 2026 and Recent Business Highlights

Strategic Expansion and Market Leadership

•Appointed Mark Gardner as President to lead GeneDx’s commercial and operations teams through the next phase of growth, with a focus on strengthening execution, scaling efficiently, and expanding the company’s leadership in genomic medicine.

•Launched redesigned exome and genome reports to streamline the delivery of genomic insights to non-genetics clinicians as part of a broader suite of customer experience improvements rolling out this summer.

Expanded Coverage for Exome and Genome

•Improved access to exome sequencing in Texas with new Medicaid coverage effective May 1, 2026, building on existing genome sequencing coverage in the state.

•Received California Medicaid (Medi-Cal) pricing for genome sequencing effective July 1, 2026, with pricing published at 100% of the Medicare rate. Coverage for genome sequencing in California was originally announced as effective November 1, 2025.

•Secured outpatient genome sequencing coverage from Carelon, the nation’s largest lab benefit manager, opening access to up to 56 million covered lives. The policy is effective June 14, 2026.

•Expanded the total number of state Medi

EX-99.1

2 exhibit991-q12026pressrele.htm

EX-99.1

Document

Exhibit 99.1

GeneDx Reports First Quarter 2026 Financial Results and Updates Full-Year Outlook

•Reported first quarter 2026 revenue of $102.3 million with 27% year-over-year growth in exome and genome revenue

•Reported exome and genome volume growth of 34% year-over-year

•Reported adjusted gross margin(1) of 69% and adjusted net loss(1) of $8.2 million

•Updating full-year 2026 revenue guidance to $475 to $490 million with exome and genome volume growth of at least 30%

•Hosting conference call today at 4:30 p.m. ET

GAITHERSBURG, Md., May 4, 2026 — GeneDx Holdings Corp. (Nasdaq: WGS), the leader in rare disease diagnosis and improving health through the power of genomic data, today reported its financial results for the first quarter of 2026.

“GeneDx delivered 34% year-over-year volume growth in exome and genome testing in the first quarter – a clear signal that there’s sustained, strong demand for our services. While our revenue did not reflect the full potential of what this business is capable of, we are adjusting our outlook and are poised to deliver more than 30% volume growth, 70% gross margin, and profitability on an adjusted basis for the year,” said Katherine Stueland, CEO of GeneDx. “Leading a generational shift in medicine requires taking some big swings, learning quickly, and moving with urgency to serve this ever-growing patient population. With expectations reset, we’ve never been more confident about our ability to deliver profitable growth in service of patients and shareholders.”

First Quarter 2026 Financial Results (Unaudited)(1)

Revenue

•Revenue grew to $102.3 million, an increase of 17% year-over-year.

•Exome and genome test revenue grew to $90.6 million, an increase of 27% year-over-year.

Exome and genome volume

•Exome and genome test result volume grew to 27,488, an increase of 34% year-over-year.

Gross margin

•Adjusted gross margin remained flat at 69% in the first quarter of 2026.

◦GAAP gross margin was 67%.

Operating expenses

•Adjusted total operating expenses were $78.1 million, representing 76% of revenue.

◦Total GAAP operating expenses were $94.4 million.

Net (loss) income

•Adjusted net loss was $8.2 million compared to adjusted net income of $9.2 million in the first quarter of 2025.

◦GAAP net loss was $63.3 million.

Cash position

•Cash, cash equivalents, marketable securities and restricted cash was $171.7 million as of March 31, 2026.

(1)Adjusted gross margin, adjusted total operating expenses and adjusted net (loss) income are non-GAAP financial measures. See appendix for a reconciliation of GAAP to non-GAAP figures presented.

Updated 2026 Guidance

GeneDx has updated its 2026 guidance. Management now expects GeneDx to deliver:

Metric Full Year 2026

Previous Guidance

Full Year 2026

Updated Guidance

Second Quarter of 2026 Guidance

Revenue $540 to $555 million

$475 to $490 million

$110 to $112 million

Growth in exome and genome volume

33% to 35%

At least 30%

Approximately 30,000 tests

Growth in exome and genome revenue

33% to 35%

At least 20%

Approximately $100 million

Adjusted gross margin At least 70%

Approximately 70%

Approximately 70%

Adjusted net income (loss)

Positive

Positive

Adj. net loss of approximately $5 million

First Quarter 2026 and Recent Business Highlights

Strategic Expansion and Market Leadership

•Announced the landmark SAVES-Kids study, a real-world data Health Economics and Outcomes Research (HEOR) analysis, showing an average healthcare cost savings of up to $80,000 for children with neurodevelopmental disorders in the 12 months following ExomeDx™ and GenomeDx™ testing, regardless of the test result.

•Launched a reflex product, enabling seamless reflexing to genome testing when exome testing is non-diagnostic.

•Partnered with CNBC to launch CNBC Cures, a collaborative, multi-platform initiative aimed at raising awareness for the rare disease community and improving outcomes for the ~30 million Americans affected by rare diseases.

•Launched a sponsored genetic testing program with Zevra Therapeutics to support patients with suspected Niemann-Pick Disease Type C.

•Expanded Medicaid coverage in Texas, Maine, and Arkansas, resulting in approximately 4.9 million Medicaid patients gaining access to exome testing.

Innovation & Clinical Leadership

•Added to the company’s more than 1,100 publications by showcasing 18 pieces of pioneering research at the American College of Medical Genetics and Genomics (ACMG) Annual Meeting. The research highlighted the scale and clinical impact of GeneDx Infinity™ – the largest and most comprehensive rare disease genomic dataset – and GeneDx’s leadership in bringing exome and genome testing to the standard of care by leveraging AI, world-class data and clinical expertise, and expert variant interpretation and classification.

•Published results from a benchmarking study in the American Journal of Human Genetics demon

wgs-20260223

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): February 23, 2026

Commission file number 001-39482

GeneDx Holdings Corp.

(Exact name of registrant as specified in its charter)

Delaware

85-1966622

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

333 Ludlow Street, North Tower; 6th Floor

Stamford, Connecticut 06902

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (888) 729-1206

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered

Class A common stock, par value $0.0001 per shareWGSThe Nasdaq Stock Market LLC

Warrants to purchase one share of Class A common stock, each at an exercise price of $379.50 per shareWGSWWThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02           Results of Operations and Financial Condition.

On February 23, 2026, GeneDx Holdings Corp. (the “Company”) issued a press release (the “Press Release”) and will hold a conference call announcing the Company's financial results for the year ended December 31, 2025. Copies of the Press Release and Earnings Presentation are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K.

The information furnished with this Item 2.02, including Exhibits 99.1 and 99.2 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01           Financial Statements and Exhibits.

(d) Exhibits

Exhibit No Description

99.1

Press Release, dated February 23, 2026, regarding the registrant’s results for the year ended December 31, 2025

99.2

Earnings Presentation, dated February 23, 2026

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GENEDX HOLDINGS CORP.

Date: February 23, 2026 By:/s/ Katherine Stueland

Name:Katherine Stueland

Title:Chief Executive Officer

wgs-20260112

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): January 12, 2026

Commission file number 001-39482

GeneDx Holdings Corp.

(Exact name of registrant as specified in its charter)

Delaware

85-1966622

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

333 Ludlow Street, North Tower; 6th Floor

Stamford, Connecticut 06902

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (888) 729-1206

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered

Class A common stock, par value $0.0001 per shareWGSThe Nasdaq Stock Market LLC

Warrants to purchase one share of Class A common stock, each at an exercise price of $379.50 per shareWGSWWThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

The information set forth in Item 7.01 below is incorporated by reference into this Item 2.02.

Item 7.01 Regulation FD Disclosure.

On January 12, 2026, GeneDx Holdings Corp. (the “Company”) issued a press release (the “Press Release”) announcing the Company’s expectations regarding its preliminary, unaudited revenue for the fourth quarter and the year ended 2025, exome and genome test result volumes for the fourth quarter and the year ended 2025, GAAP and adjusted gross margin for the fourth quarter and the year ended 2025 and cash, cash equivalents, marketable securities and restricted cash as of December 31, 2025. The Company also issued full year 2026 guidance. A copy of the Press Release is included with this Form 8-K for convenience and attached hereto as Exhibit 99.1. Also on January 12, 2026, the Company is furnishing as Exhibit 99.2 hereto a copy of the investor presentation to be used at the 44th Annual J.P. Morgan Healthcare Conference event.

The information furnished under Items 2.02 and 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No Description

99.1 Press Release, dated January 12, 2026, regarding Preliminary 2025 Financial Results and Full Year 2026 Guidance

99.2 Investor Presentation, dated January 12, 2026

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GENEDX HOLDINGS CORP.

Date:January 12, 2026By:/s/ Katherine Stueland

Name:Katherine Stueland

Title:Chief Executive Officer

wgs-20251028

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): October 28, 2025

Commission file number 001-39482

GeneDx Holdings Corp.

(Exact name of registrant as specified in its charter)

Delaware

85-1966622

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

333 Ludlow Street, North Tower; 6th Floor

Stamford, Connecticut 06902

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (888) 729-1206

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered

Class A common stock, par value $0.0001 per shareWGSThe Nasdaq Stock Market LLC

Warrants to purchase one share of Class A common stock, each at an exercise price of $379.50 per shareWGSWWThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02           Results of Operations and Financial Condition.

On October 28, 2025, GeneDx Holdings Corp. (the “Company”) issued a press release (the “Press Release”) and will hold a conference call announcing the Company's financial results for the quarter ended September 30, 2025. Copies of the Press Release and Earnings Presentation are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K.

The information furnished with this Item 2.02, including Exhibits 99.1 and 99.2 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01           Financial Statements and Exhibits.

(d) Exhibits

Exhibit No Description

99.1

Press Release, dated October 28, 2025, regarding the registrant’s results for the quarter ended September 30, 2025

99.2

Earnings Presentation, dated October 28, 2025

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GENEDX HOLDINGS CORP.

Date:October 28, 2025By:/s/ Katherine Stueland

Name:Katherine Stueland

Title:Chief Executive Officer

wgs-20250729

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): July 29, 2025

Commission file number 001-39482

GeneDx Holdings Corp.

(Exact name of registrant as specified in its charter)

Delaware

85-1966622

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

333 Ludlow Street, North Tower; 6th Floor

Stamford, Connecticut 06902

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (888) 729-1206

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered

Class A common stock, par value $0.0001 per shareWGSThe Nasdaq Stock Market LLC

Warrants to purchase one share of Class A common stock, each at an exercise price of $379.50 per shareWGSWWThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02           Results of Operations and Financial Condition.

On July 29, 2025, GeneDx Holdings Corp. (the “Company”) issued a press release (the “Press Release”) and will hold a conference call announcing the Company's financial results for the quarter ended June 30, 2025. Copies of the Press Release and Earnings Presentation are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K.

The information furnished with this Item 2.02, including Exhibits 99.1 and 99.2 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01           Financial Statements and Exhibits.

(d) Exhibits

Exhibit No Description

99.1

Press Release, dated July 29, 2025, regarding the registrant’s results for the quarter ended June 30, 2025

99.2

Earnings Presentation, dated July 29, 2025

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GENEDX HOLDINGS CORP.

Date:July 29, 2025By:/s/ Katherine Stueland

Name:Katherine Stueland

Title:Chief Executive Officer

wgs-20250430

0001818331false00018183312025-04-302025-04-300001818331us-gaap:CommonClassAMember2025-04-302025-04-300001818331us-gaap:WarrantMember2025-04-302025-04-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): April 30, 2025

Commission file number 001-39482

GeneDx Holdings Corp.

(Exact name of registrant as specified in its charter)

Delaware

85-1966622

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

333 Ludlow Street, North Tower; 6th Floor

Stamford, Connecticut 06902

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (888) 729-1206

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered

Class A common stock, par value $0.0001 per shareWGSThe Nasdaq Stock Market LLC

Warrants to purchase one share of Class A common stock, each at an exercise price of $379.50 per shareWGSWWThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02           Results of Operations and Financial Condition.

On April 30, 2025, GeneDx Holdings Corp. (the “Company”) issued a press release (the “Press Release”) and will hold a conference call announcing the Company's financial results for the quarter ended March 31, 2025. Copies of the Press Release and Earnings Presentation are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K.

The information furnished with this Item 2.02, including Exhibits 99.1 and 99.2 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01           Financial Statements and Exhibits.

(d) Exhibits

Exhibit No Description

99.1

Press Release, dated April 30, 2025, regarding the registrant’s results for the quarter ended March 31, 2025

99.2

Earnings Presentation, dated April 30, 2025

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GENEDX HOLDINGS CORP.

Date:April 30, 2025By:/s/ Katherine Stueland

Name:Katherine Stueland

Title:Chief Executive Officer

wgs-20250218

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): February 18, 2025

Commission file number 001-39482

GeneDx Holdings Corp.

(Exact name of registrant as specified in its charter)

Delaware

85-1966622

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

333 Ludlow Street, North Tower; 6th Floor

Stamford, Connecticut 06902

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (888) 729-1206

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered

Class A common stock, par value $0.0001 per shareWGSThe Nasdaq Stock Market LLC

Warrants to purchase one share of Class A common stock, each at an exercise price of $379.50 per shareWGSWWThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02           Results of Operations and Financial Condition.

On February 18, 2025, GeneDx Holdings Corp. (the “Company”) issued a press release (the “Press Release”) and will hold a conference call announcing the Company's financial results for the year ended December 31, 2024. Copies of the Press Release and Earnings Presentation are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K.

The information furnished with this Item 2.02, including Exhibits 99.1 and 99.2 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01           Financial Statements and Exhibits.

(d) Exhibits

Exhibit No Description

99.1

Press Release, dated February 18, 2025, regarding the registrant’s results for the year ended December 31, 2024

99.2

Earnings Presentation, dated February 18, 2025

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GENEDX HOLDINGS CORP.

Date: February 18, 2025 By:/s/ Katherine Stueland

Name:Katherine Stueland

Title:Chief Executive Officer

wgs-20250113

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): January 13, 2025

Commission file number 001-39482

GeneDx Holdings Corp.

(Exact name of registrant as specified in its charter)

Delaware

85-1966622

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

333 Ludlow Street, North Tower; 6th Floor

Stamford, Connecticut 06902

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (888) 729-1206

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered

Class A common stock, par value $0.0001 per shareWGSThe Nasdaq Stock Market LLC

Warrants to purchase one share of Class A common stock, each at an exercise price of $379.50 per shareWGSWWThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

The information set forth in Item 7.01 below is incorporated by reference into this Item 2.02.

Item 7.01 Regulation FD Disclosure.

On January 13, 2025, GeneDx Holdings Corp. (the “Company”) issued a press release (the “Press Release”) announcing the Company’s expectations regarding its preliminary, unaudited revenue for the fourth quarter and the year ended 2024, exome and genome test result volumes for the fourth quarter and cash, cash equivalents, marketable securities and restricted cash as of December 31, 2024. A copy of the Press Release is included with this Form 8-K for convenience and attached hereto as Exhibit 99.1. Also on January 13, 2024, the Company is furnishing as Exhibit 99.2 hereto a copy of the investor presentation to be used at the 43rd Annual J.P. Morgan Healthcare Conference event.

The information furnished under Items 2.02 and 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No Description

99.1 Press Release, dated January 13, 2025, regarding Preliminary 2024 Financial Results

99.2 Investor Presentation, dated January 13, 2025

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GENEDX HOLDINGS CORP.

Date:January 13, 2025By:/s/ Katherine Stueland

Name:Katherine Stueland

Title:Chief Executive Officer

wgs-20241029

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): October 29, 2024

Commission file number 001-39482

GeneDx Holdings Corp.

(Exact name of registrant as specified in its charter)

Delaware

85-1966622

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

333 Ludlow Street, North Tower; 6th Floor

Stamford, Connecticut 06902

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (888) 729-1206

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered

Class A common stock, par value $0.0001 per shareWGSThe Nasdaq Stock Market LLC

Warrants to purchase one share of Class A common stock, each at an exercise price of $379.50 per shareWGSWWThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02           Results of Operations and Financial Condition.

On October 29, 2024, GeneDx Holdings Corp. (the “Company”) issued a press release (the “Press Release”) and will hold a conference call announcing the Company's financial results for the quarter ended September 30, 2024. Copies of the Press Release and Earnings Presentation are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K.

The information furnished with this Item 2.02, including Exhibits 99.1 and 99.2 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01           Financial Statements and Exhibits.

(d) Exhibits

Exhibit No Description

99.1

Press Release, dated October 29, 2024, regarding the registrant’s results for the quarter ended September 30, 2024

99.2

Earnings Presentation, dated October 29, 2024

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GENEDX HOLDINGS CORP.

Date: October 29, 2024 By:/s/ Katherine Stueland

Name:Katherine Stueland

Title:Chief Executive Officer

wgs-20240730

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): July 30, 2024

Commission file number 001-39482

GeneDx Holdings Corp.

(Exact name of registrant as specified in its charter)

Delaware

85-1966622

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

333 Ludlow Street, North Tower; 6th Floor

Stamford, Connecticut 06902

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (888) 729-1206

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered

Class A common stock, par value $0.0001 per shareWGSThe Nasdaq Stock Market LLC

Warrants to purchase one share of Class A common stock, each at an exercise price of $379.50 per shareWGSWWThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02           Results of Operations and Financial Condition.

On July 30, 2024, GeneDx Holdings Corp. (the “Company”) issued a press release (the “Press Release”) and will hold a conference call announcing the Company's financial results for the quarter ended June 30, 2024. Copies of the Press Release and Earnings Presentation are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K.

The information furnished with this Item 2.02, including Exhibits 99.1 and 99.2 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01           Financial Statements and Exhibits.

(d) Exhibits

Exhibit No Description

99.1

Press Release, dated July 30, 2024, regarding the registrant’s results for the quarter ended June 30, 2024

99.2

Earnings Presentation, dated July 30, 2024

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GENEDX HOLDINGS CORP.

Date:July 30, 2024By:/s/ Katherine Stueland

Name:Katherine Stueland

Title:Chief Executive Officer

wgs-20240429

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): April 29, 2024

Commission file number 001-39482

GeneDx Holdings Corp.

(Exact name of registrant as specified in its charter)

Delaware

85-1966622

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

333 Ludlow Street, North Tower; 6th Floor

Stamford, Connecticut 06902

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (888) 729-1206

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered

Class A common stock, par value $0.0001 per shareWGSThe Nasdaq Stock Market LLC

Warrants to purchase one share of Class A common stock, each at an exercise price of $379.50 per shareWGSWWThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02           Results of Operations and Financial Condition.

On April 29, 2024, GeneDx Holdings Corp. (the “Company”) issued a press release (the “Press Release”) and will hold a conference call announcing the Company's financial results for the quarter ended March 31, 2024. Copies of the Press Release and Earnings Presentation are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K.

The information furnished with this Item 2.02, including Exhibits 99.1 and 99.2 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01           Financial Statements and Exhibits.

(d) Exhibits

Exhibit No Description

99.1

Press Release, dated April 29, 2024, regarding the registrant’s results for the quarter ended March 31, 2024

99.2

Earnings Presentation, dated April 29, 2024

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GENEDX HOLDINGS CORP.

Date:April 29, 2024By:/s/ Katherine Stueland

Name:Katherine Stueland

Title:Chief Executive Officer

wgs-20240220

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): February 20, 2024

Commission file number 001-39482

GeneDx Holdings Corp.

(Exact name of registrant as specified in its charter)

Delaware

85-1966622

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

333 Ludlow Street, North Tower; 6th Floor

Stamford, Connecticut 06902

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (800) 298-6470

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered

Class A common stock, par value $0.0001 per shareWGSThe Nasdaq Stock Market LLC

Warrants to purchase one share of Class A common stock, each at an exercise price of $379.50 per shareWGSWWThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02           Results of Operations and Financial Condition.

On February 20, 2024, GeneDx Holdings Corp. (the “Company”) issued a press release (the “Press Release”) and will hold a conference call announcing the Company's financial results for the year ended December 31, 2023. Copies of the Press Release and Earnings Presentation are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K.

The information furnished with this Item 2.02, including Exhibits 99.1 and 99.2 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01           Financial Statements and Exhibits.

(d) Exhibits

Exhibit No Description

99.1

Press Release, dated February 20, 2024, regarding the registrant’s results for the year ended December 31, 2023

99.2

Earnings Presentation, dated February 20, 2024

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GENEDX HOLDINGS CORP.

Date: February 20, 2024By:/s/ Katherine Stueland

Name:Katherine Stueland

Title:Chief Executive Officer

wgs-20240108

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): January 8, 2024

Commission file number 001-39482

GeneDx Holdings Corp.

(Exact name of registrant as specified in its charter)

Delaware

85-1966622

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

333 Ludlow Street, North Tower; 6th Floor

Stamford, Connecticut 06902

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (800) 298-6470

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered

Class A common stock, par value $0.0001 per shareWGSThe Nasdaq Stock Market LLC

Warrants to purchase one share of Class A common stock, each at an exercise price of $379.50 per shareWGSWWThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

The information set forth in Item 7.01 below is incorporated by reference into this Item 2.02.

Item 7.01 Regulation FD Disclosure.

On January 8, 2024, GeneDx Holdings Corp. (the “Company”) issued a press release (the “Press Release”) announcing the Company’s expectations regarding its preliminary, unaudited revenue for the fourth quarter and the year ended 2023, exome and genome test result volumes for the fourth quarter and cash, cash equivalents, marketable securities and restricted cash as of December 31, 2023. A copy of the Press Release is included with this Form 8-K for convenience and attached hereto as Exhibit 99.1. Also on January 8, 2024, the Company is furnishing as Exhibit 99.2 hereto a copy of the investor presentation to be used at the 42nd Annual J.P. Morgan Healthcare Conference event.

The information furnished under Items 2.02 and 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No Description

99.1 Press Release, dated January 8, 2024, regarding Preliminary 2023 Financial Results

99.2 Investor Presentation, dated January 8, 2024

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GeneDx Holdings Corp.

Date:January 8, 2024By:/s/ Katherine Stueland

Name:Katherine Stueland

Title:Chief Executive Officer