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

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(Print or Type Responses)

1. Name and Address of Reporting Person * Meister Keith A. 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) C/O CORVEX MANAGEMENT LP, 667 MADISON AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 05/08/2025 (Street) NEW YORK, NY 10065 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 Class A Common Stock 05/08/2025 P 79,236 A $55.69(1) 2,987,865 I See footnotes(2)(3) Class A Common Stock 05/08/2025 P 10,897 A $56.96(4) 2,998,762 I See footnotes(2)(3) Class A Common Stock 05/08/2025 P 9,867 A $57.53(5) 3,008,629 I See footnotes(2)(3) Class A Common Stock 333,144 I See footnote(6) Class A Common Stock 7,205(7) D

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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
Meister Keith A. C/O CORVEX MANAGEMENT LP 667 MADISON AVENUE NEW YORK, NY 10065	X	X
Corvex Management LP 667 MADISON AVENUE NEW YORK, NY 10065	X	X

Signatures

/s/ Keith A. Meister		05/12/2025
**Signature of Reporting Person		Date
CORVEX MANAGEMENT LP Name: /s/ Keith Meister Title: Managing Partner		05/12/2025
**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)	The price reported in Column 4 is a weighted average price. These shares were bought in multiple transactions within the range of $55.27 to $56.22. 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), and (5) to this Form 4.
(2)	Investment funds advised by Corvex Management LP are the direct holders of 3,008,629 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 Management LP.
(3)	For the purposes of this filing, each of Corvex or 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.
(4)	The price reported in Column 4 is a weighted average price. These shares were bought in multiple transactions within the range of $56.27 to $57.26.
(5)	The price reported in Column 4 is a weighted average price. These shares were bought in multiple transactions within the range of $57.28 to $57.86.
(6)	CMLS Holdings LLC ("CMLS Holdings") is the record holder of 333,144 shares of the Class A Common Stock reported herein. Mr. Meister is one of two members of the Board of Managers of CMLS Holdings, and Mr. Meister shares voting and investment discretion with respect to the securities held of record by CMLS Holdings reported herein.
(7)	The shares of Class A Common Stock reflected as beneficially owned by Mr. Meister include 7,205 shares of Class A Common Stock that were issued upon the vesting of restricted stock units, that were granted to Mr. Meister in connection with his service on the board of directors of the Issuer.

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