{"schema_version":"secwatch.filing_event.v1","accession":"0001628280-22-011605","form_type":"8-K","ticker":"WGS","cik":"0001818331","company_name":"GeneDx Holdings Corp.","filed_at":"2022-05-02T23:59:59+00:00","discovered_at":"2026-05-14T18:04:02.475420+00:00","generated_at":"2026-06-26T02:10:50.663948+00:00","sec_items":["1.01","2.01","3.02","5.02","5.03","7.01","8.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.8,"calibrated_materiality_score":0.8,"confidence":"high","headline":"Sema4 closes GeneDx acquisition; Stueland becomes CEO, Schadt shifts to President","bullets":["Acquired GeneDx for $150M cash + 80M shares upfront; up to $150M in revenue-based milestones.","Closed $200M PIPE at $4.00/share with institutional investors including Pfizer.","Katherine Stueland appointed CEO; Eric Schadt becomes President & Chief R&D Officer.","Board expanded to 11; Stueland and Richard Pfenniger elected as Class III directors.","Authorized Class A common shares increased from 380M to 1B via charter amendment."],"urls":{"canonical":"https://secwatch.observer/filing/0001628280-22-011605","json":"https://secwatch.observer/filing/0001628280-22-011605.json","markdown":"https://secwatch.observer/filing/0001628280-22-011605.md","text":"https://secwatch.observer/filing/0001628280-22-011605.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1818331/000162828022011605/0001628280-22-011605-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1818331/000162828022011605/smfr-20220429.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-26T02:10:50.663948+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"6745fcd3bc","claim":"Eric Schadt was appointed as President and Chief Research & Development Officer at GeneDx Holdings Corp..","evidence_excerpt":"In connection with the Closing, Eric Schadt was appointed President and Chief Research & Development Officer of the Company and ceased serving as the Chief Executive Officer effective as of April 29, 2022.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1818331/000162828022011605/0001628280-22-011605-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"President and Chief Research & Development Officer"}],"fact_type":"executive_change"},{"claim_id":"75caba8acb","claim":"Katherine Stueland was elected as Class III Director at GeneDx Holdings Corp..","evidence_excerpt":"Katherine Stueland and Richard P. Pfenniger were each elected to the Board of Directors as Class III directors effective as of April 29, 2022","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1818331/000162828022011605/0001628280-22-011605-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"elected"},{"label":"Role","value":"Class III Director"}],"fact_type":"executive_change"},{"claim_id":"c90985b58c","claim":"Richard P. Pfenniger was elected as Class III Director at GeneDx Holdings Corp..","evidence_excerpt":"Katherine Stueland and Richard P. Pfenniger were each elected to the Board of Directors as Class III directors effective as of April 29, 2022","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1818331/000162828022011605/0001628280-22-011605-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"elected"},{"label":"Role","value":"Class III Director"}],"fact_type":"executive_change"},{"claim_id":"cd600fc49a","claim":"Katherine Stueland was appointed as Co-Chief Executive Officer at GeneDx Holdings Corp..","evidence_excerpt":"Katherine Stueland was appointed as Co-Chief Executive Officer of the Company.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1818331/000162828022011605/0001628280-22-011605-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Co-Chief Executive Officer"}],"fact_type":"executive_change"},{"claim_id":"e9e0ce0756","claim":"Nat Turner resigned as Director at GeneDx Holdings Corp..","evidence_excerpt":"Effective as of April 29, 2022, Nat Turner resigned from his position on the Board of Directors of the Company and all committees thereof","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1818331/000162828022011605/0001628280-22-011605-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}