Document

S-8 1 s-82026evergreen.htm S-8 Document

As filed with the Securities and Exchange Commission on February 23, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

GENEDX HOLDINGS CORP.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

85-1966622

(State or Other Jurisdiction

of Incorporation or Organization)

(I.R.S. Employer

Identification No.)

333 Ludlow Street, North Tower, 6th Floor

Stamford, Connecticut 06902

(Address of Principal Executive Offices) (Zip Code)

GENEDX HOLDINGS CORP. AMENDED AND RESTATED 2021 EQUITY INCENTIVE PLAN

GENEDX HOLDINGS CORP. 2021 EMPLOYEE STOCK PURCHASE PLAN

(Full Title of the Plans)

Katherine Stueland

Chief Executive Officer

333 Ludlow Street, North Tower, 6th Floor

Stamford, Connecticut 06902

(Name and Address of Agent For Service)

(888) 729-1206

(Telephone Number, including area code, of agent for service)

Copies to:

Ethan Skerry

Ryan Mitteness

Fenwick & West LLP

902 Broadway

New York, New York 10010

(212) 430-2600

Kevin Feeley

Chief Financial Officer
GeneDx Holdings Corp.
333 Ludlow Street, North Tower, 6th Floor
Stamford, Connecticut 06902
(888) 729-1206

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒

Accelerated filer ☐

Non-accelerated filer ☐

Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, GeneDx Holdings Corp., a Delaware corporation (the “Registrant”), is filing this registration statement on Form S-8 (this “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register (a) 1,462,264 additional shares of Class A common stock (“Class A Common Stock”) available for issuance under the GeneDx Holdings Corp. Amended and Restated 2021 Equity Incentive Plan (the “2021 EIP”), pursuant to the evergreen provisions of the 2021 EIP providing for an annual 5% automatic increase in the number of shares reserved for issuance under the 2021 EIP, and (b) 292,452 additional shares of Class A Common Stock available for issuance under the GeneDx Holdings Corp. 2021 Employee Stock Purchase Plan (the “2021 ESPP”), pursuant to the evergreen provisions of the 2021 ESPP providing for an annual 1% automatic increase in the number of shares reserved for issuance under the 2021 ESPP.

In accordance with General Instruction E of Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registrant’s prior registration statements on Form S-8 filed with the Commission on September 27, 2021 (Registration No. 333-259815) (the “First Prior Registration Statement”), January 25, 2022 (Registration No. 333-262338) (including the reoffer prospectus contained therein (which reoffer prospectus superseded and replaced the reoffer prospectus contained in the First Prior Registration Statement), the “Second Prior Registration Statement”), January 9, 2023 (Registration No. 333-269165) (the “Third Prior Registration Statement”), April 25, 2023 (Registration No. 333-271432) (the “Fourth Prior Registration Statement”), August 8, 2023 (Registration No. 333-273797) (the “Fifth Prior Registration Statement”), February 26, 2024 (Registration No. 333-277339) (the “Sixth Prior Registration Statement”), and February 20, 2025 (Registration No. 333-285080) (the “Seventh Prior Registration Statement”), except to the extent supplemented, amended or superseded by the information set forth herein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by GeneDx Holdings Corp. (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:

(a)the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Commission on February 23 , 2026; and

(b)the description of the Registrant’s Class A Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission on August 31, 2020, as updated by the description of the Registrant’s Class A Common Stock contained in Exhibit 4.4 to the Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Commission on March 16, 2023, including any subsequent amendments or reports filed for the purpose of updating such description.

All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to the Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of the filing of such documents, except that information furnished to the Commission under Item 2.02 or Item 7.01 in Current Reports on Form 8-K and any exhibit relating to such information, shall not be deemed to be incorporated by reference in this Registration Statement.

Any statement contained herein or in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement, or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Registration Statement, modifies or supersedes such earlier statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits.

Exhibit

Number

Incorporated by Reference

Filed

Herewith

Exhibit Description

Form

File No.

Exhibit

Filing Date

4.1

Third Amended and Restated Certificate of Incorporation, as amended

10-Q

001-39482

3.1

July 29, 2025

4.2

Amended and Restated Bylaws of the Registrant as currently in effect

8-K

001-39482

3.2

January 9, 2023

5.1

Opinion of Fenwick & West LLP

23.1

Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm for GeneDx Holdings Corp.

23.2

Consent of Fenwick & West LLP (contained in Exhibit 5.1)

24.1

Power of Attorney (included on the signature page of this Registration Statement)

99.1

GeneDx Holdings Corp. Amended and Restated 2021 Equity Incentive Plan

8-K

001-39482

10.1

April 17, 2023

99.2

Form of Stock Option Agreement under the GeneDx Holdings Corp. Amended and Restated 2021 Equity Incentive Plan

8-K

001-39482

10.6

July 28, 2021

99.3

Form of RSU Agreement under the GeneDx Holdings Corp. Amended and Restated 2021 Equity Incentive Plan

8-K

001-39482

10.7

July 28, 2021

99.4

GeneDx Holdings Corp. 2021 Employee Stock Purchase Plan

8-K

001-39482

10.9

July 28, 2021

107

Filing Fee Table

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut, on the twenty-third day of February, 2026.

GeneDx Holdings Corp.

By:

/s/ Katherine Stueland

Katherine Stueland

Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Katherine Stueland, Kevin Feeley and Heidi Chen, and each or any one of them, as his or her true and lawful attorneys-in-fact, proxies and agents, each with full power of substitution and resubstitution and full power to act without the other, for him or her in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) increasing the number of securities for which registration is sought), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, proxies and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, proxies and agents, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Katherine Stueland

Chief Executive Officer and Director

February 23, 2026

Katherine Stueland

(Principal Executive Officer)

/s/ Kevin Feeley

Chief Financial Officer

February 23, 2026

Kevin Feeley

(Principal Financial Officer)

/s/ Jason Ryan

Chairman of the Board

February 23, 2026

Jason Ryan

/s/ Eli D. Casdin

Director

February 23, 2026

Eli D. Casdin

/s/ Emily Leproust

Director

February 23, 2026

Emily Leproust

/s/ Keith Meister

Director

February 23, 2026

Keith Meister

/s/ Joshua Ruch

Director

February 23, 2026

Joshua Ruch

/s/ Richard Pfenninger, Jr.

Director

February 23, 2026

Richard Pfenninger, Jr.

/s/ Thomas J. Fuchs

Director

February 23, 2026

Thomas J. Fuchs

SEC Form S-8 filed by GeneDx Holdings Corp.