GeneDx Holdings Corp.

Rule 10b5-1 Plan Adoptions and Modifications

None.

Supplemental Disclosure to our Annual Report on Form 10-K for the year ended December 31, 2025

The following updates Part I, Item 1.“Business—Intellectual Property—Patents” in our 2025 Form 10-K:

Patents

The fields of genomic and health information analysis present limited opportunities for patent protection, based on current legal precedents. Our patent protection strategy has focused on seeking protection for certain of our non-gene specific technology and our specific biomarkers. In this regard, we have one issued U.S. utility patent, one issued U.S. design patent, fifteen pending U.S. non-provisional utility patent applications, three pending U.S. provisional patent applications, and four pending international PCT patent applications. The issued U.S. utility patent relates to therapeutic treatment for subjects having certain polymorphic markers associated with specific human leukocyte antigen alleles. The issued U.S. design patent relates to a display screen with a graphical user interface. The utility patent applications include an international PCT patent application and a U.S. patent application related to performing phenotypic fit analysis, an international PCT patent application and two U.S. patent applications related to analyzing genetic variations and phenotypes, an international PCT patent application and a U.S. patent application related to modeling inference of mutation impact, a U.S. patent application related to generating a cancer determination from electronic health records using a cancer determination analysis system, a U.S. patent application related to providing a homologous recombination DNA repair deficiency score for a cancer patient, three U.S. patent applications related to therapeutic treatment for subjects having certain polymorphic markers associated with specific human leukocyte antigen alleles, two U.S. patent applications relating to analyzing phenotype-causing genomic variants, two U.S. patent applications relating to prioritizing phenotype-causing genomic variants in combination with biomedical ontologies, two U.S. patent applications relating to prioritizing phenotype-causing genomic variants in combination with clinical information, and an international PCT patent application relating to analyzing long biological sequence data. If patents are issued from the currently pending applications, the earliest patents will begin expiring in the early 2030s, subject to potential extensions of the patent term that will be calculated based on the length of the patent examination process. The claim scope of any potentially issued patents stemming from the present applications may be narrower than included in the initial filings due to any amendments that may arise throughout their prosecution.

We do not presently have any patents directed to the sequences of specific genes or variants of such genes, nor do we currently rely on any in-licensed gene patent rights of any third party. We may, in time, seek additional patent protection to protect technology that is not gene-specific and that provides us with a potential competitive advantage as we focus on making comprehensive genetic information less expensive and more broadly available to our customers.

The following information is provided in lieu of filing a Current Report on Form 8-K under Items 1.01, 2.03 and 3.02:

Item 1.01. Entry into a Material Definitive Agreement

Amended and Restated Loan Agreement

On August 3, 2026, we entered into an Amended and Restated Loan Agreement (the “Amended Loan Agreement”) with Blackstone Alternative Credit Advisors LP and Blackstone Life Sciences Advisors L.L.C. (collectively, “Blackstone”), Wilmington Trust, National Association, as administrative agent, certain subsidiaries of the Company as guarantors, and the lenders party thereto. The Amended Loan Agreement amends and restates our existing Loan Agreement, dated February 27, 2026, that provided a term loan in an aggregate principal amount of $100.0 million (the “Original Term Loan Facility”) and provides for an additional $50.0 million term loan facility (the “Incremental Term Loan Facility” and with the Original Term Loan Facility, the “Term Loan Facility”), bringing the total aggregate principal amount available under the Term Loan Facility to $150.0 million. The proceeds of the Incremental Term Loan Facility are expected to be used for general corporate purposes and to pay fees and expenses associated with the financing.

Amounts outstanding under the Incremental Term Loan Facility of $50.0 million bear interest at a rate equal to Term SOFR (as defined in the Amended Loan Agreement) plus 5.50%, subject to a 1.50% SOFR floor. Interest under the Original Term Loan Facility of $100.0 million remain unchanged at a rate equal to Term SOFR plus 4.50%, subject to a 1.50% SOFR floor. The Term Loan Facility matures five years following the Original Term Loan Facility’s February 2026 closing date and is subject to customary mandatory and voluntary prepayment provisions, including applicable prepayment premiums. Our obligations under the Amended Loan Agreement are guaranteed by certain of its subsidiaries and secured by a first-priority lien on substantially all of ours and the guarantors’ assets.

The Amended Loan Agreement contains customary affirmative and negative covenants, events of default and a financial covenant, which requires that the Company maintain minimum liquidity of $75.0 million.

The foregoing description of the Loan Agreement is not complete and is qualified in its entirety by reference to the full text of the Loan Agreement, to be filed as an exhibit to our Quarterly Report on Form 10-Q for the nine months ended September 30, 2026.

The representations, warranties and covenants contained in the Amended Loan Agreement were made only for purposes of such agreements and, as of specific dates, were solely for the benefit of the parties to the Amended Loan Agreement, and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Amended Loan Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Amended Loan Agreement, and not to provide investors with any other factual information regarding us or our business, and should be read in conjunction with the disclosures in our periodic reports and other filings with the SEC.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information contained in Item 1.01 is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities

Securities Purchase Agreement

On August 3, 2026, concurrently with the execution of the Amended Loan Agreement, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain affiliates of Blackstone (collectively, the “Investors”), pursuant to which the Investors agreed to purchase 81,967 shares of our Class A common stock at a purchase price of $61.00 per share, for aggregate gross proceeds of approximately $5.0 million, in a private placement transaction. The closing of the private placement is subject to customary closing conditions and is expected to occur substantially concurrently with the funding of the Incremental Term Loan Facility.

The Purchase Agreement contains customary representations, warranties and covenants of the parties.

The securities issued pursuant to the Purchase Agreement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and were offered and sold in reliance upon Section 4(a)(2) of the Securities Act.

Recent Accounting Pronouncements

Additional information on recent accounting pronouncements can be found in Note 2, “Summary of Significant Accounting Policies” to our consolidated financial statements included within our 2025 Form 10-K, and Note 2, “Summary of Significant Accounting Policies” to our condensed consolidated financial statements included in this Quarterly Report.