GeneDx Holdings Corp. — fact timeline

Bryan Dechairo changed role as other at GeneDx Holdings Corp..

“Following Mr. Gardner’s appointment, Bryan Dechairo will transition into a role focused on leading the Company’s product, technology and innovation initiatives.”

Mark Gardner was appointed as President at GeneDx Holdings Corp..

“On June 16, 2026, GeneDx Holdings Corp. (the “Company”) announced the appointment of Mark Gardner, age 60, in the role of President, which was effective on June 15, 2026.”

GeneDx Holdings Corp. reported first quarter of 2026 results: revenue $102.3 million, net income $63.3 million.

“reported first quarter 2026 revenue of $102.3 million”

GeneDx Holdings Corp. incurred term loan of $100.0 million with Blackstone Alternative Credit Advisors LP and Blackstone Life Sciences Advisors L.L.C. (collectively, the “Blackstone Representative”) at Term SOFR adjusted secured overnight financing rate plus a margin of 4.50% maturing five years from the Closing Date.

“The Loan Agreement provides for a term loan in an aggregate principal amount of $100.0 million funded to the Company on the Closing Date (the “Term Loan”).”

GeneDx Holdings Corp. terminated Existing Credit Agreement with Perceptive Credit Holdings IV, LP valued at Repayment in full of existing term loan (effective 2026-02-27).

“The proceeds of the Term Loan were used to repay in full the Company’s existing term loan under its existing Credit Agreement and Guaranty, dated as of October 27, 2023, by and among Sema4 OpCo, Inc. and GeneDx, LLC, as Borrowers, the guarantors from time to time party thereto, the lenders from time to time party thereto and Perceptive Credit Holdings IV, LP as the administrative agent and as a lender (the “Existing Credit Agreement”)”

GeneDx Holdings Corp. entered into Loan Agreement with Blackstone Alternative Credit Advisors LP and Blackstone Life Sciences Advisors L.L.C. valued at $100.0 million term loan (effective 2026-02-27).

“On February 27, 2026 (the “Closing Date”), GeneDx Holdings Corp. (the “Company”) entered into a Loan Agreement (the “Loan Agreement”), with Blackstone Alternative Credit Advisors LP and Blackstone Life Sciences Advisors L.L.C. (collectively, the “Blackstone Representative” and referred to herein as “Blackstone”), certain subsidiaries of the Company party thereto as Guarantors, Wilmington Trust, National Association, as Agent and the lenders from time to time party thereto (collectively, the “Lenders”).”

Bryan Dechairo was appointed as Chief Operating Officer at GeneDx Holdings Corp..

“On January 2, 2025, GeneDx Holdings Corp. (the “Company”) announced the appointment of Bryan Dechairo, Ph.D., age 52, in the newly created role of Chief Operating Officer, effective immediately.”

GeneDx Holdings Corp. entered into Sales Agreement with TD Securities (USA) LLC valued at up to $75.0 million (effective 2024-04-29).

“On April 29, 2024, GeneDx Holdings Corp. (the “Company”), entered into a sales agreement (the “Sales Agreement”) with TD Securities (USA) LLC, as sales agent and/or principal (“TD Cowen”), pursuant to which the Company may offer and sell, from time to time to or through TD Cowen, shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), having an aggregate offering price of up to $75.0 million (the “Shares”).”

GeneDx Holdings Corp. reported quarter ended March 31, 2024 results: revenue $61.5 million, net income $8.5 million. Guidance raised.

“and reiterate our expectation to reach profitability in 2025.” First Quarter 2024 Financial Results (Unaudited) 1,2 Revenues • Revenues from continuing operations grew to $61.5 million, an increase of 51% year-over-year and 6% sequentially. ◦ Total company revenues were $62.4 million. • Exome and genome test revenue grew to $44.0 million, an increase of 96%”

GeneDx Holdings Corp. reported the fourth quarter and full year of 2023 results: revenue $58.1 million, net income $17.8 million. Guidance initiated.

“reach profitability in 2025.” Fourth Quarter and Full Year 2023 Financial Results (Unaudited) 1,2,3 Revenues Fourth quarter 2023: • Revenues from continuing operations grew to $58.1 million, an increase of 27% year-over-year and 15% sequentially. ◦ Total company revenues were $57.4 million. • Exome and genome test revenue grew to $39.2 million, an increase of 68%”

GeneDx Holdings Corp. reported full year 2023 results: revenue at least $193 million. Guidance reaffirmed.

“Management expects GeneDx to report: • revenues of at least $193 million for full year 2023”

GeneDx Holdings Corp. reported fourth quarter of 2023 results: revenue at least $57 million. Guidance reaffirmed.

“Financial Results (Unaudited) Continuing Operations Results: 1 Management expects GeneDx to report: • revenues of at least $193 million for full year 2023 • revenues of at least $57 million in the fourth quarter, an increase of 24% year-over-year and 13% sequentially; • exome and genome test revenues of at least $38 million in the fourth quarter, an increase of 63%”

GeneDx Holdings Corp. reported the third quarter of 2023 results: revenue $53.3 million, net income $42.3 million. Guidance lowered.

“for the third quarter of 2023 narrowed to $21.2 million 2 , an improvement of 70% year-over-year and 45% sequentially. • Revenue 1 : Revenue for the third quarter of 2023 was $53.3 million, compared to $83.2 million in the third quarter of 2022. • Gross Margin 1 : Gross margin for the third quarter of 2023 was 47%. Adjusted gross margin for the third quarter of”

GeneDx Holdings Corp. incurred term loan of up to $75.0 million with Perceptive Credit Holdings IV, LP at Term SOFR plus 7.5% maturing October 27, 2028.

“GeneDx Holdings Corp. (the “Company”) entered into a Credit Agreement and Guaranty (the “Credit Agreement”) with Perceptive Credit Holdings IV, LP, as lender and administrative agent (“Perceptive”), which provides for a senior secured delayed draw term loan facility in an aggregate principal amount of up to $75.0 million”

GeneDx Holdings Corp. entered into Credit Agreement and Guaranty with Perceptive Credit Holdings IV, LP valued at up to $75.0 million (effective 2023-10-27).

“On October 27, 2023 (the "Closing Date"), GeneDx Holdings Corp. (the "Company") entered into a Credit Agreement and Guaranty (the "Credit Agreement") with Perceptive Credit Holdings IV, LP, as lender and administrative agent ("Perceptive"), which provides for a senior secured delayed draw term loan facility in an aggregate principal amount of up to $75.0 million”

GeneDx Holdings Corp. reported the second quarter of 2023 results: revenue $48.7 million, net income $46.7 million. Guidance reaffirmed.

“net loss for the second quarter of 2023 was $41.8 million 2 , an improvement of 37% year-over-year and 17% sequentially. · Revenue 1 : Revenue for the second quarter of 2023 was $48.7 million, compared to $36.2 million in the second quarter of 2022. · Gross Margin 1 : Gross margin for the second quarter of 2023 was 39%. Adjusted gross margin for the second quarter of”

GeneDx Holdings Corp. shareholders approved Election of two Class II directors at the 2023-06-14 meeting.

“On June 14, 2023, GeneDx Holdings Corp., a Delaware corporation (the “Company”), held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Stockholders considered and voted on the matters listed below. The proposals are described in detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 28, 2023. There were 25,590,152 shares of the Class A common stock issued and outstanding on May 8, 2023, the record date for the Annual Meeting. The Stockholders voted on the following proposals at the Annual Meeting, each of which was approved. The final voting results from the Annual Meeting are set forth below. (1) Proposal No. 1 — The Class II Director Election Proposal — To elect two Class II directors of the Company, each to serve a three-year term expiring at the Company’s 2026 annual meeting of stockholders and until such director’s successor is duly elected and qualified or until such direct”

GeneDx Holdings Corp. reported the first quarter of 2023 results: revenue $40.7 million. Guidance reaffirmed.

“GeneDx Reports First Quarter 2023 Financial Results and Business Highlights Generated $40.7 million in first quarter 2023 pro forma revenue from continuing operations, representing a 7% increase year over year”

GeneDx Holdings Corp.: Certificate of Amendment to effect a 1-for-33 reverse stock split of Class A Common Stock, approved by board on April 24, 2023 and filed on April 28, 2023 (effective 2023-05-04).

“On April 28, 2023, the Company filed a Certificate of Amendment (the “Reverse Stock Split Certificate of Amendment”) to the Charter with the Secretary of State of the State of Delaware to effect the Reverse Stock Split, effective as of May 4, 2023.”

Dennis Charney departed as Director at GeneDx Holdings Corp..

“On April 24, 2023, Rachel Sherman and Dennis Charney notified the Board that they will not stand for re-election as directors of the Company at the Company’s 2023 annual meeting of stockholders”

Rachel Sherman departed as Director at GeneDx Holdings Corp..

“On April 24, 2023, Rachel Sherman and Dennis Charney notified the Board that they will not stand for re-election as directors of the Company at the Company’s 2023 annual meeting of stockholders”

Dr. Michael Pellini departed as Director at GeneDx Holdings Corp..

“On February 14, 2023, Dr. Michael Pellini notified GeneDx Holdings Corp. (“GeneDx”) that he is stepping down from the Board of Directors (the “Board”), effective immediately”

GeneDx Holdings Corp. entered into Subscription Agreements with Corvex Select Equity Master Fund LP, Corvex Master Fund LP, Corvex Dynamic Equity Select Master Fund LP valued at Registered direct offering of 100,000,000 shares of Class A common stock; includes 77,663,376 shares (effective 2023-01-26).

“(ii) subscription agreements (the “Subscription Agreements”) with Corvex Select Equity Master Fund LP, Corvex Master Fund LP and Corvex Dynamic Equity Select Master Fund LP, which are institutional investors affiliated with Keith Meister, a member of the Company’s board of directors, relating to a registered direct offering (the “Direct Offering” and, together with the Underwritten Offering, the “Offerings”) of 100,000,000 shares of Class A common stock comprising (A) 77,663,376 shares (the “Initial Direct Offering Shares”) that are expected to be issued following the closing of the Underwritten Offering and (B) 22,336,624 shares (the “Additional Direct Offering Shares”) that are subject to stockholder approval to satisfy Nasdaq Stock Market rules with respect to the issuance of such shares.”

GeneDx Holdings Corp. entered into Underwriting Agreement with Jefferies LLC valued at Underwritten public offering of 328,571,429 shares of Class A common stock at $0.35 per share; under (effective 2023-01-26).

“On January 26, 2023, GeneDx Holdings Corp. (the “Company”) entered into the following agreements in connection with offerings of an aggregate of 428,571,429 shares (the “Shares”) of its Class A common stock, par value $0.0001 per share (the “Class A common stock”), at an offering price of $0.35 per share: (i) an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC, the underwriter and sole book-running manager (the “Underwriter”), relating to an underwritten public offering (the “Underwritten Offering”) of 328,571,429 shares of Class A common stock”

GeneDx Holdings Corp. reported full year 2023 results: revenue $205-220 million. Guidance initiated.

“2023 Guidance (Unaudited) The continuing operations of GeneDx, excluding revenues and costs from exited business activities, are expected to: • Generate revenues between $205-220 million for full year 2023;”

GeneDx Holdings Corp. reported 2022 results: revenue $170-173 million.

“Preliminary 2022 Financial Results (Unaudited) Excluding revenues and costs from the previously announced exited reproductive health and somatic tumor testing businesses, management expects GeneDx to: • Generate pro forma revenues between $170-173 million in 2022, an approximate 37-40% increase from pro forma $123.7 million in 2021;”

GeneDx Holdings Corp.: Board adopted amended and restated bylaws effective January 9, 2023, incorporating updates for name change, universal proxy rules, DGCL changes, and other revisions (effective 2023-01-09).

“the Board also approved and adopted the Company’s amended and restated bylaws (the “ Amended and Restated Bylaws ”), effective as of January 9, 2023, in connection with the Name Change as well as the effectiveness of new Securities and Exchange Commission rules regarding universal proxy cards, certain recent changes to the DGCL, and a periodic review of the bylaws of the Company.”

GeneDx Holdings Corp.: Company changed name from Sema4 Holdings Corp. to GeneDx Holdings Corp. via a certificate of amendment to its certificate of incorporation, effective January 9, 2023 (effective 2023-01-09).

“Effective as of January 9, 2023, GeneDx Holdings Corp. (the “ Company ”) changed its name from “Sema4 Holdings Corp.” to “GeneDx Holdings Corp.” (the “ Name Change ”) pursuant to a certificate of amendment to its certificate of incorporation (the “ Certificate of Amendment ”).”

GeneDx Holdings Corp. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5450(a)(1), 5810(c)(3)(A)).

“December 28, 2022, Sema4 Holdings Corp. (“Sema4”) received written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market, LLC (“Nasdaq”) notifying Sema4 that, based on the closing bid price of Sema4’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), for the last 30 consecutive trading days, Sema4 no longer complies with the minimum bid price requirement for continued listing on The Nasdaq Global Select Market. Nasdaq Listing Rule 5450(a)(1) requires listed securities to maintain a minimum bid price of $1.00 per share (the “Mi”

GeneDx Holdings Corp. updated its Full Year 2022 guidance (reaffirmed).

“Full Year 2022 Guidance Sema4 is maintaining the previously”

GeneDx Holdings Corp. reported Third Quarter 2022 results: revenue $83.2 million, net income ($77.6) million.

“Total revenue for the third quarter of 2022 was $83.2 million compared to $43.2 million in the third quarter of 2021. Pro forma revenue in the third quarter of 2022, assuming GeneDx’s results were included for the full applicable quarter, excluding COVID-19 related revenue, was up 21%. Gross margin in the third quarter of 2022 was 16%. Adjusted gross margin in the third quarter of 2022 was 20%, with the pediatric and rare disease franchise generating an adjusted gross margin in excess of 40% in the quarter. Net loss in the third quarter of 2022 was ($77.6) million.”

GeneDx Holdings Corp. announced a restructuring affecting reproductive and women’s health testing business (carrier screening, noninvasive prenatal, and other ancillary reproductive testing offerings) (approximately 500 positions, representing approximately 32.5% of its workforce).

“On November 14, 2022, the Company announced its plan to pursue a new strategic direction focused on the Company’s pediatric and rare disease testing business coupled with the Company's Centrellis data platform. As part of the Company’s strategic realignment, on November 11, 2022, the board of directors of the Company unanimously approved the Company’s exit from the reproductive and women’s health testing business, which includes carrier screening, noninvasive prenatal, and other ancillary reproductive testing offerings (the "RH Business"). Prior to the decision to exit the RH Business, the Company performed a thorough review of a number of factors including the competitive landscape, recent shifts in payor coverage and reimbursement, declining average selling prices, and cost structure, and consideration of existing capital markets constraints and the macroeconomic climate, and concluded that the RH Business is currently unsustainable and cannot be restructured in way that will allow t”

Kevin Feeley was appointed as Chief Financial Officer at GeneDx Holdings Corp..

“On August 25, 2022, Kevin Feeley, the Company’s current Senior Vice President of Operations and Head of GeneDx, was appointed to also serve as the Chief Financial Officer, effective August 25, 2022.”

Richard Miao departed as Interim Chief Financial Officer and Deputy Chief Financial Officer at GeneDx Holdings Corp..

“On August 26, 2022, Sema4 Holdings Corp. (“Sema4 Holdings” or the “Company”) announced that its Interim Chief Financial Officer and Deputy Chief Financial Officer, Richard Miao, will leave the Company.”

Richard Miao was appointed as Principal Accounting Officer at GeneDx Holdings Corp..

“Effective upon Mr. Assad’s departure, Richard Miao will serve as the Company’s Principal Accounting Officer.”

Shawn Assad resigned as Chief Accounting Officer at GeneDx Holdings Corp..

“On June 27, 2022, Shawn Assad notified Sema4 Holdings Corp. (the “Company”) that he will resign from his role as Chief Accounting Officer of the Company, effective August 30, 2022.”

Richard Miao was appointed as Interim Chief Financial Officer at GeneDx Holdings Corp..

“Richard Miao, the Company’s current Senior Vice President of Financial Planning & Analysis and Treasurer, was promoted to Deputy Chief Financial Officer and appointed to serve as the Interim Chief Financial Officer, effective June 13, 2022.”

Isaac Ro resigned as Chief Financial Officer at GeneDx Holdings Corp..

“its Chief Financial Officer, Isaac Ro, will leave the Company to pursue other career opportunities.”

Richard P. Pfenniger was elected as Class III Director at GeneDx Holdings Corp..

“Katherine Stueland and Richard P. Pfenniger were each elected to the Board of Directors as Class III directors effective as of April 29, 2022”

Katherine Stueland was elected as Class III Director at GeneDx Holdings Corp..

“Katherine Stueland and Richard P. Pfenniger were each elected to the Board of Directors as Class III directors effective as of April 29, 2022”

Katherine Stueland was appointed as Co-Chief Executive Officer at GeneDx Holdings Corp..

“Katherine Stueland was appointed as Co-Chief Executive Officer of the Company.”

Eric Schadt was appointed as President and Chief Research & Development Officer at GeneDx Holdings Corp..

“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.”

Nat Turner resigned as Director at GeneDx Holdings Corp..

“Effective as of April 29, 2022, Nat Turner resigned from his position on the Board of Directors of the Company and all committees thereof”

James Coffin departed as President and Chief Operating Officer at GeneDx Holdings Corp..

“James Coffin, Ph.D., the President and Chief Operating Officer of Sema4 Holdings Corp. (the “Company”), will leave the Company for personal reasons, effective February 1, 2022.”

Keith Meister was appointed as Director at GeneDx Holdings Corp..

“Keith Meister was appointed to the Board as a director of the Company”

Jason Ryan was appointed as Executive Chairperson of the Board at GeneDx Holdings Corp..

“the Board approved the appointment of Jason Ryan, a current director of the Company, as the Executive Chairperson of the Board”

James Coffin changed role as President and Chief Operating Officer at GeneDx Holdings Corp..

“James Coffin, Ph.D. the Company’s Treasurer from January 2021 to March 2021, and President and Chief Operating Officer since 2017, expects to be on short-term disability leave for medical reasons for approximately 90 days, commencing sometime in October 2021 (the “Leave”).”