---
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"
generated_at: "2026-06-26T02:10:50.663948+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

# Sema4 closes GeneDx acquisition; Stueland becomes CEO, Schadt shifts to President

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 1.01, 2.01, 3.02, 5.02, 5.03, 7.01, 8.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001628280-22-011605
- JSON: https://secwatch.observer/filing/0001628280-22-011605.json
- Plain text: https://secwatch.observer/filing/0001628280-22-011605.txt

## Key facts
- Executive change
  Eric Schadt was appointed as President and Chief Research & Development Officer at GeneDx Holdings Corp..
  - Action: appointed
  - Role: President and Chief Research & Development Officer
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1818331/000162828022011605/0001628280-22-011605-index.htm
- Executive change
  Katherine Stueland was elected as Class III Director at GeneDx Holdings Corp..
  - Action: elected
  - Role: Class III Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1818331/000162828022011605/0001628280-22-011605-index.htm
- Executive change
  Richard P. Pfenniger was elected as Class III Director at GeneDx Holdings Corp..
  - Action: elected
  - Role: Class III Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1818331/000162828022011605/0001628280-22-011605-index.htm
- Executive change
  Katherine Stueland was appointed as Co-Chief Executive Officer at GeneDx Holdings Corp..
  - Action: appointed
  - Role: Co-Chief Executive Officer
  source text: Katherine Stueland was appointed as Co-Chief Executive Officer of the Company.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1818331/000162828022011605/0001628280-22-011605-index.htm
- Executive change
  Nat Turner resigned as Director at GeneDx Holdings Corp..
  - Action: resigned
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1818331/000162828022011605/0001628280-22-011605-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.