GeneDx Holdings Corp.
For the period ended Dec 31, 2025. Filed Feb 23, 2026.
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FY2025 · Filed Feb 23, 2026
WGS$54.83-16.6%Stored close · as of Nov 10, 2026
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Item 15. Exhibits, Financial Statement Schedules
a) The following documents are filed as a part of this Annual Report.
Consolidated financial statements: The consolidated financial statements are set forth under “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
Financial statement schedules: All schedules have been omitted because they are not required, not applicable, or the required information is included in the consolidated financial statements or notes thereto.
Exhibits: The exhibits listed in the accompanying Exhibit Index are filed or incorporated by reference as part of this Annual Report on Form 10-K.
Incorporated by Reference
| No. | Description of Exhibit | Form | Exhibit | Filing Date | Filed Herewith |
|---|---|---|---|---|---|
| 1.1 | Sales Agreement, dated October 28, 2025, by and between GeneDx Holdings Corp. and TD Securities (USA) LLC. | S-3ASR | 1.2 | 10/28/2025 | |
| 2.1+ | Agreement and Plan of Merger, dated February 9, 2021, by and among CMLS, Merger Sub and Legacy Sema4, as amended by Amendment to Agreement and Plan of Merger dated May 3, 2021. | DEF14M | Annex A | 07/02/2021 | |
| 2.2 | Agreement and Plan of Merger and Reorganization, dated as of January 14, 2022, by and among, Orion Merger Sub I, Inc., Orion Merger Sub II, LLC, GeneDx, Inc., GeneDx Holding 2, Inc. and OPKO Health, Inc. | 8-K | 2.1 | 01/18/2022 | |
| 2.3+ | Amendment to Agreement and Plan of Merger and Reorganization, dated as of April 29, 2022, by and among, Sema4 Holdings Corp., Orion Merger Sub I, Inc., Orion Merger Sub II, LLC, GeneDx, Inc., GeneDx Holding 2, Inc. and OPKO Health, Inc. | 8-K | 99.2 | 05/02/2022 | |
| 2.4+ | Agreement and Plan of Merger, by and among GeneDx Holdings Corp., Project Flare Merger Sub, Inc., Fabric Genomics, Inc. and Martin Reese, dated as of April 15, 2025. | 8-K | 2.1 | 04/16/2025 | |
| 3.1 | Third Amended and Restated Certificate of Incorporation, as amended. | 8-K | 3.1 | 07/29/2025 | |
| 3.2 | Amended and Restated Bylaws of GeneDx Holdings Corp. | 8-K | 3.2 | 01/09/2023 | |
| 4.1 | Specimen Class A Common Stock Certificate. | S-1/A | 4.2 | 08/24/2020 | |
| 4.2 | Specimen Warrant Certificate. | S-1/A | 4.3 | 08/24/2020 | |
| 4.3 | Warrant Agreement, dated as of September 1, 2020, by and between CM Life Sciences, Inc. and Continental Stock Transfer & Trust Company, as warrant agent. | 8-K | 10.1 | 09/04/2020 | |
| 4.4 | Warrant to Purchase Stock, dated October 27, 2023, by and among the Company and Perceptive Credit Holdings IV, LP. | 8-K | 4.1 | 10/30/2023 | |
| 4.5 | Description of Securities. | X | |||
| 10.1 | Amended and Restated Registration Rights Agreement, dated as of July 22, 2021, by and among the Company, certain equity holders of the Company named therein and certain equity holders of Sema4 named therein. | 8-K | 10.2 | 07/28/2021 | |
| 10.2 | Form Director of and Officer Indemnification Agreement. | 8-K | 10.4 | 07/28/2021 | |
| 10.3* | GeneDx Holdings Corp. Amended and Restated 2021 Equity Incentive Plan. | 8-K | 10.1 | 04/17/2023 | |
| 10.4* | Form of Stock Option Agreement under the 2021 Equity Incentive Plan. | 8-K | 10.6 | 07/28/2021 | |
| 10.5* | Form of RSU Agreement under the 2021 Equity Incentive Plan. | 8-K | 10.7 | 07/28/2021 | |
| 10.6* | Form of Earn-Out RSU Agreement. | 8-K | 10.8 | 07/28/2021 | |
| 10.7* | 2021 Employee Stock Purchase Plan. | 8-K | 10.9 | 07/28/2021 | |
| 10.8* | GeneDx Holdings Corp. 2023 Equity Inducement Plan. | 8-K | 10.1 | 07/24/2023 | |
| 10.9* | Form of Option Award Agreement under the 2023 Equity Inducement Plan. | 8-K | 10.2 | 07/24/2023 | |
| 10.10* | Form of Restricted Stock Unit Award Agreement under the 2023 Equity Inducement Plan. | 8-K | 10.3 | 07/24/2023 | |
| 10.11 | Sub-Sublease, dated as of June 6, 2017, by and between Icahn School of Medicine at Mount Sinai and the Company, as amended July 31, 2019. | 8-K | 10.17 | 07/28/2021 | |
| 10.12 | Sublease Agreement, dated as of November 8, 2019, by and between Marriott International, Inc. and the Company. | 8-K | 10.18 | 07/28/2021 | |
| 10.13 | Sublease, dated as of April 23, 2019, by and between Icahn School of Medicine at Mount Sinai and the Company. | 8-K | 10.20 | 07/28/2021 | |
| 10.14 | Lease Agreement, dated as of January 31, 2020, by and between 1 Commercial Street Associates, LLC and the Company. | 8-K | 10.21 | 07/28/2021 | |
| 10.15+ | Lease Agreement, dated as of December 16, 2019, by and between Saul Holdings Limited Partnership and GeneDx, Inc. | X | |||
| 10.16 | Amendment to Lease Agreement, dated as of January 5, 2022, by and between Saul Holdings Limited Partnership and GeneDx, Inc. | X | |||
| 10.17# | Master Services Agreement, dated as of April 2, 2018, by and among the Company, Icahn School of Medicine at Mount Sinai, The Mount Sinai Hospital, and the parties thereto, as amended July 31, 2019. | 8-K | 10.22 | 07/28/2021 | |
| 10.18# | Master Services Agreement, dated as of May 10, 2018, by and between the Company and Icahn School of Medicine at Mount Sinai, as amended July 31, 2019. | 8-K | 10.23 | 07/28/2021 | |
| 10.19# | BioMe Biospecimen and Data Access Agreement, dated as of July 19, 2019, by and between Icahn School of Medicine at Mount Sinai and the Company. | 8-K | 10.25 | 07/28/2021 | |
| 10.20# | Non-Exclusive Patent License Agreement, dated as of June 1, 2017, by and between the Company and Icahn School of Medicine at Mount Sinai. | 8-K | 10.26 | 07/28/2021 | |
| 10.21# | Supply Agreement, dated as of June 20, 2014, by and between the Company and Illumina, Inc., and amendments thereto. | 8-K | 10.27 | 07/28/2021 | |
| 10.22* | Mount Sinai Genomics, Inc. 2017 Equity Incentive Plan, as amended, and forms of equity agreements thereunder. | S-8 | 99.6 | 09/27/2021 | |
| 10.23 | Form of Subscription Agreement, dated as of January 14, 2022 by and among the Company and the subscriber parties thereto. | 8-K | 10.1 | 01/18/2022 | |
| 10.24 | Form of Shareholder Agreement, dated as of January 14, 2022 by and among the Company and the stockholder parties identified therein. | 8-K | 10.2 | 01/18/2022 | |
| 10.25* | Employment Agreement, dated as of January 14, 2022, as amended April 29, 2022, by and between Sema4 Holdings Corp. and Katherine Stueland. | 8-K | 10.2 | 05/02/2022 | |
| 10.26* | Amendment No. 1 to the Employment Agreement of Kevin Feeley, dated August 25, 2022. | 8-K | 10.1 | 08/26/2022 | |
| 10.27# | Amendment No. 1 to BioMe Biospecimen and Data Access Agreement, dated as of January 19, 2023, by and between Icahn School of Medicine at Mount Sinai and Sema4 OpCo, Inc. | 10-K | 10.34 | 03/16/2023 | |
| 10.28 | 2022 Replacement Promissory Note. | 10-K | 10.35 | 03/16/2023 | |
| 10.29 | Credit Agreement and Guaranty, dated October 27, 2023, by and among the Company and Perceptive Credit Holdings IV, LP. | 8-K | 10.1 | 10/30/2023 | |
| 10.30 | Security Agreement, dated October 27, 2023, by and among the Company and Perceptive Credit Holdings IV, LP. | 8-K | 10.2 | 10/30/2023 | |
| 10.31+ | Letter Agreement, Amendment No. 2 to Sub-Sublease, dated as of March 20, 2023, by and between Icahn School of Medicine at Mount Sinai and the Company. | 10-Q | 10.3 | 05/09/2023 | |
| 10.32* | Employment Agreement by and between Dr. Bryan Dechairo and GeneDx, LLC, dated as of October 10, 2024. | 8-K | 10.1 | 01/02/2025 | |
| 10.33* | Amended Form of Restricted Stock Unit Award Agreement under the 2023 Equity Inducement Plan. | X | |||
| 10.34* | Non-Employee Director Compensation Policy, effective April 10, 2025. | 10-Q | 10.1 | 07/29/2025 | |
| 10.35 | Joinder Agreement, dated July 2, 2025 by Fabric Genomics, Inc. in favor of Perceptive Credit Holdings IV, LP. | 10-Q | 10.2 | 07/29/2025 | |
| 10.36 | Guarantee Assumption agreement, dated July 2, 2025, by Fabric Genomics, Inc. | 10-Q | 10.3 | 07/29/2025 | |
| 19.1 | Insider Trading Policy. | 10-K | 19.1 | 02/20/2025 | |
| 21.1 · Subsidiaries of the Company. · X | |||||
|---|---|---|---|---|---|
| 23.1 · Consent of Ernst & Young LLP, independent registered accounting firm for GeneDx Holdings Corp. · X | |||||
| 24.1 · Power of Attorney (included on signature page to this Annual Report on Form 10-K). · X | |||||
| 31.1 · Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. · X | |||||
| 31.2 · Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. · X | |||||
| 32.1** · Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. · X | |||||
| 32.2** · Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. · X | |||||
| 97.1 | Policy Relating to Recovery of Erroneously Awarded Compensation. | 10-Q | 99 | 07/29/2025 | |
| 101.INS | Inline XBRL Instance Document | X | |||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X | |||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X | |||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | X | |||
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document | X | |||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X | |||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.) | X | |||
| * | Management Contract or Compensatory Plan |
|---|---|
| ** | Furnished. |
| + | Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
| # | The Company has omitted portions of the exhibit as permitted under Regulation S-K Item 601(b)(10). |
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