What changed in this filing

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Item 9A. Controls and Procedures

2026-02-23 compared with 2025-02-20 · 44 added, 66 removed, 175 unchanged (39% of the section changed)

3 unchanged sentences

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2024, the end of the period covered by this Annual Report on Form 10-K.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2025, the end of the period covered by this Annual Report on Form 10-K, due to the material weakness in internal control over information technology general controls, or ITGCs, as described below.

Management’s Annual Report on Internal Control over Financial Reporting

6 unchanged sentences

Under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer and oversight of the Board of Directors, our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025, based on the criteria set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 COSO framework).

Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2024.

Previously Reported Material Weakness

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.

In connection with the preparation of the Annual Report on Form 10-K as of December 31, 2023, we previously reported the following material weakness in our internal control over financial reporting:

• Our accounting and operating systems lacked controls over access, and program change management that are needed to ensure access to financial data is adequately restricted to appropriate personnel, including consideration of the appropriate segregation of duties.

As a result, it is possible that our business process controls that depend on the accuracy and completeness of data or financial reports generated by our information technology system could be adversely affected due to the lack of operating effectiveness of the information technology general controls (“ITGCs”).

Remediation of Previously-Reported Material Weakness

To remediate this material weakness, we completed the following actions:

• We hired key personnel and expanded available resources with experience designing and implementing ITGCs, and through the use of outside consultants.

• We performed a risk assessment over the IT systems used as part of financial reporting.

• We rationalized user roles and permissions and established appropriate segregation of duties, where applicable.

• We implemented process improvements and standardized certain practices across relevant systems, including access provisioning, deprovisioning and user access review processes.

• We conducted training for personnel responsible for internal control performers to deepen their comprehension of risk assessment concepts and to refine their execution of controls pertaining to financial reporting.

• We strengthened and documented our procedures around ITGCs and communicated them to relevant personnel.

Management believes it has effectively designed and tested the operating effectiveness related to the previously-reported material weakness noted above.

Accordingly, management has concluded that the material weaknesses has been remediated because each component of the material weakness has been operating effectively for a sufficient period of time.

The scope of management’s assessment of the effectiveness of internal controls over financial reporting excluded the business of Fabric Genomics, which the Company acquired in a business combination on May 5, 2025.

The Fabric Genomics business represented approximately 1% of total assets (excluding goodwill and intangible assets), 1% of total revenue, and 3% of total operating expenses, as reflected in our consolidated financial statements as of and for the year ended December 31, 2025.

Based on this evaluation, due to the material weakness described below, our management concluded that the Company’s system of internal control over financial reporting was not effective as of December 31, 2025.

Material Weakness

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

We identified a material weakness in internal control related to deficiencies in the design and operating effectiveness of IT general controls related to segregation of duties in the program change management process for a single IT system that supports certain aspects of our revenue processes.

As a result, certain automated controls and business process controls related to recording revenue that are dependent on the affected IT system or the information from such IT system were also deemed ineffective.

Following identification of the material weakness and prior to filing this Annual Report on Form 10-K, we completed procedures to assess the impact to the 2025 financial statements.

Based on these procedures, we believe that our consolidated financial statements included in this Form 10-K have been prepared in accordance with U.S.

Our Chief Executive Officer and Chief Financial Officer have certified that, based on their knowledge, the financial statements, and other financial information included in this Form 10-K, fairly present in all material respects the financial condition, results of operations and cash flows of

the Company as of, and for, the periods presented in this Form 10-K.

Our independent registered public accounting firm, Ernst & Young LLP, has issued an unqualified opinion on our financial statements, which is included in Item 8 of this Form 10-K.

Although we have not identified any errors or misstatements in our consolidated financial statements as a result of this material weakness, these deficiencies created a reasonable possibility that a material misstatement of our annual or interim financial statements would not have been prevented or detected on a timely basis as of December 31, 2025.

Planned Material Weakness Remediation Activities

Management is committed to the remediation of the material weakness described above, as well as the continued improvement of our internal control over financial reporting.

Our planned remediation efforts related to the material weakness include, but are not limited to:

• Enhancing system settings within the impacted IT application to enforce segregation of duties and align with control design requirements.

• Implementing and formalizing change management and monitoring controls to support improved governance over changes to the affected IT application.

As of the filing date, these remediation actions were implemented.

While we believe that the measures already designed and implemented will be sufficient, the material weakness, in the aggregate, will not be considered fully remediated until all aspects of the control operate for a sufficient period of time and we have concluded, through testing, that these controls are operating effectively.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other than the identified material weakness and the remediation events discussed above, there were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

1 unchanged sentence

Rule 10b5-1 Plan Adoptions and Modifications

On November 7, 2024 , a grantor annuity trust (the “GRAT”) of which Jason Ryan , our chairman and a director , is the trustee, entered into a written plan for the potential transfer of up to an aggregate of 141,356 shares of our Class A common stock (the “Ryan GRAT 10b5-1 Plan”).

The Ryan GRAT 10b5-1 Plan is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act and will be effective from November 19, 2025 to March 5, 2027 .

The Ryan GRAT 10b5-1 plan included a representation from the GRAT to the broker administering the plan that the GRAT was not in possession of any material nonpublic information regarding the Company or the securities subject to the plan.

A similar representation was made to us in a certification from Mr.

Ryan provided to us in connection with the adoption of the applicable plan under our insider trading policy.

Those representations were made as of the date of adoption of the Ryan GRAT 10b5-1 Plan or the certification, as applicable, and speak only as of those dates.

In making those representations, there is no assurance with respect to any material non-public information of which the GRAT or Mr.

Ryan was unaware, or with respect to any material non-public information acquired by the GRAT, Mr.

Ryan or us after the applicable date of the representation.

Other than as disclosed above, during the quarter ended December 31, 2024, none of our directors or officers adopted or terminated any “Rule 10b5-1 trading arrangements” or any “non-Rule 10b5-1 trading arrangements,” as each term is defined in Item 408 of Regulation S-K.

None of our directors or officers adopted, modified or terminated any “Rule 10b5-1 trading arrangements” or any “non-Rule 10b5-1 trading arrangements,” as each term is defined in Item 408 of Regulation S-K, during the fiscal quarter ended December 31, 2025.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Except as set forth below, the information required by this Item is incorporated by reference from our definitive proxy statement for our 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2024.

The information required by this Item is incorporated by reference from our definitive proxy statement for our 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2025.

EXECUTIVE COMPENSATION

16 unchanged sentences

Description of Exhibit Form Exhibit Filing Date Filed Herewith

1.1 Underwriting Agreement by and between GeneDx Holdings Corp.

and Jefferies LLC, dated January 26, 2023.

8-K 1.1 01/30/2023

1.2 Sales Agreement, dated April 29, 2024, by and between GeneDx Holdings Corp.

1.1 S ales Agree ment, dated October 2 8, 2025, by and between GeneDx Holdings Corp.

and TD Securities (USA) LLC .

8-K 1.1 04/29/2024

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.

5 unchanged sentences

8-K 99.2 05/02/2022

3.1 Third Amended and Restated Certificate of Incorporation of Sema4 Holdings Corp.

8-K 3.1 07/28/2021

3.2 First Certificate of Amendment of Restated Certificate of Incorporation of Sema4 Holdings Corp.

8-K 3.1 01/09/2023

3.3 Second Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of GeneDx Holdings Corp.

8-K 3.1 04/17/2023

3.4 Third Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of GeneDx Holdings Corp.

A greement and Plan of Merger, by and amo ng GeneDx Holdings Corp., Project Flare Merger Sub, Inc., Fabric Genomics, Inc.

and Martin Re ese, dated as of April 15, 2025.

2.1 04/16/2025

3.1 Third Amended and Restated Certificate of Incorporation, as amended.

8-K 3.1 07/29/2025

38 unchanged sentences

8-K 10.18 07/28/2021

10.13 Sublease, dated as of June 1, 2017, by and between Icahn School of Medicine at Mount Sinai and the Company, as amended December 22, 2017.

8-K 10.19 07/28/2021

Sublease, dated as of April 23, 2019, by and between Icahn School of Medicine at Mount Sinai and the Company.

2 unchanged sentences

8-K 10.21 07/28/2021

Lease Agreement, dated as of December 16, 2019, by and between Saul Holdings Limited Partnership and GeneDx, Inc.

10.16 Amendment to Lease Agreement, dated as of January 5, 2022, by and between Saul Holdings Limited Partnership and GeneDx, Inc.

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.

2 unchanged sentences

8-K 10.23 07/28/2021

10.18# Data Structuring and Curation Agreement, dated as of August 1, 2019, by and between Icahn School of Medicine at Mount Sinai and the Company, as amended March 11, 2020.

8-K 10.24 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.

7 unchanged sentences

S-8 99.6 09/27/2021

10.23 Loan and Security Agreement, dated as of November 15, 2021, between Silicon Valley Bank, the Company and Sema4 OpCo, Inc.

10-Q 10.26 11/15/2021

10.24 Subscription Agreement, dated as of February 9, 2021, by and among the Company and the subscriber parties thereto.

8-K 10.1 02/11/2021

10.23 Form of Subscription Agreement, dated as of January 14, 2022 by and among the Company and the subscriber parties thereto.

2 unchanged sentences

8-K 10.2 01/18/2022

10.27 Form of Support Agreement dated as of January 14, 2022 by and among the Company and the stockholder parties identified therein.

8-K 10.3 01/18/2022

10.28 Form of Lock-Up Agreement, by and among the Company and the stockholder parties identified therein.

8-K 10.4 01/18/2022

10.29* Executive Chairman Agreement, dated as of January 17, 2022, by and between the Company and Jason Ryan.

10-K 10.31 03/14/2022

10.30* Amendment No.

1 to Executive Chairman Agreement.

8-K 10.1 04/14/2023

10.31+ Transition Services Agreement, dated as of April 29, 2022, by and between GeneDx, Inc.

and OPKO Health, Inc.

8-K 10.1 05/02/2022

Employment Agreement, dated as of January 14, 2022, as amended April 29, 2022, by and between Sema4 Holdings Corp.

1 unchanged sentence

8-K 10.2 05/02/2022

10.33* Employment Agreement of Kevin Feeley, dated January 14, 2022.

10-K 10.32 03/16/2023

Amendment No.

10 unchanged sentences

8-K 10.2 10/30/2023

10.39 Form of Subscription Agreement.

8-K 10.1 01/30/2023

Letter Agreement, Amendment No.

4 unchanged sentences

8-K 10.1 01/02/2025

Amendment to Form of Restricted Stock Unit Award Agreement under the 2023 Equity Inducement Plan.

Amended Form of Restricted Stock Unit Award Agreement under the 2023 Equity Inducement Plan.

N on-Employee Director Compensation Policy, effective April 10, 2025.

10.1 07/29/2025

10.35 J oinder Agreement, dated July 2, 2025 by Fabric Genomics, Inc.

in favor of Per ceptive Credit Holdings IV, LP.

10.2 07/29/2025

10.36 G uarantee Assumption agreement, dated July 2, 2025, by Fabric Genomics, Inc.

10.3 07/29/2025

19.1 Insider Trading Policy.

19.1 02/20/2025

21.1 Subsidiaries of the Company.

8 unchanged sentences

97.1 Policy Relating to Recovery of Erroneously Awarded Compensation.

99 07/29/2025

101.INS Inline XBRL Instance Document

36 unchanged sentences

Richard Pfenninger, Jr.

/s/ Thomas Fuchs

Director February 23, 2026

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures