Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission

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

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(Print or Type Responses)

1. Name and Address of Reporting Person * Ryan Jason 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 _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O GENEDX HOLDINGS CORP., 333 LUDLOW ST, NORTH TOWER 3. Date of Earliest Transaction (Month/Day/Year) 11/19/2024 (Street) STAMFORD, CT 06902 4. If Amendment, Date Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ 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 Class A Common Stock 11/19/2024 G 141,356 D $ 0 47,000 I(1) By Jason Ryan Trust u/a dtd 11/25/2018 Class A Common Stock 11/19/2024 S 5,952 D $70.8642(2) 41,048 I By Jason Ryan Trust u/a dtd 11/25/2018 Class A Common Stock 11/19/2024 S 24,784 D $71.3533(3) 16,264 I By Jason Ryan Trust u/a dtd 11/25/2018 Class A Common Stock 11/19/2024 S 774 D $72.2565(4) 15,490 I By Jason Ryan Trust u/a dtd 11/25/2018 Class A Common Stock 11/20/2024 S 9,361 D $68.3555(5) 6,129 I By Jason Ryan Trust u/a dtd 11/25/2018 Class A Common Stock 11/20/2024 S 1,857 D $69.8379(6) 4,272 I By Jason Ryan Trust u/a dtd 11/25/2018 Class A Common Stock 11/20/2024 S 4,272 D $70.502(7) 0 I By Jason Ryan u/a dtd 11/25/2018 Class A Common Stock 141,356 I By Jason Ryan 2024 GRAT Class A Common Stock 130 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Reporting Owners

Reporting Owner Name / Address	Relationships
Director	10% Owner	Officer	Other
Ryan Jason C/O GENEDX HOLDINGS CORP. 333 LUDLOW ST, NORTH TOWER STAMFORD, CT 06902	X

Signatures

/s/ Bridget Brown, Attorney-in-Fact	11/21/2024
**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)	On November 19, 2024, the reporting person transferred 141,356 shares of GeneDx Holdings Corp. Class A common stock from the reporting person's indirect holdings to the Jason Ryan 2024 GRAT (the "GRAT") for no consideration. The reporting person is the trustee of the GRAT, and the reporting person is the sole annuitant of the grantor retained annuity trust. The reporting person remains the beneficial owner of the securities held by the grantor retained annuity trust.
(2)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.026 to $71.02 per share, inclusive. The Reporting Person undertakes 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 sold at each separate price within the range set forth in this footnote.
(3)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.04 to $72.0302 per share, inclusive. The Reporting Person undertakes 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 sold at each separate price within the range set forth in this footnote.
(4)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.12 to $72.49 per share, inclusive. The Reporting Person undertakes 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 sold at each separate price within the range set forth in this footnote.
(5)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.01 to $68.89 per share, inclusive. The Reporting Person undertakes 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 sold at each separate price within the range set forth in this footnote.
(6)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.22 to $70.21 per share, inclusive. The Reporting Person undertakes 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 sold at each separate price within the range set forth in this footnote.
(7)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.22 to $70.96 per share, inclusive. The Reporting Person undertakes 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 sold at each separate price within the range set forth in this footnote.
Remarks: Table I of the Form 4 filed on October 17, 2024 inadvertently omitted 141,356 shares indirectly held by Jason Ryan Trust u/a dtd 11/25/2018, which have since been transferred to the GRAT as described in footnote 1 above.

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