GeneDx Holdings Corp.WGS

GeneDx Holdings Corp. Goodwill & Intangibles Disclosure

10-KFiled Feb 23, 20262 min read
Goodwill and Intangible Assets
The following table reflects, as of December 31, 2025 and December 31, 2024, the carrying values and remaining useful lives of acquired intangible assets:
December 31, 2025December 31, 2024Weighted-Average
Amortization
Period
(in years)
Gross Carrying AmountAccumulated AmortizationNet Carrying ValueGross Carrying AmountAccumulated AmortizationNet Carrying Value
Tradenames and trademarks$54,500 $(11,658)$42,842 $50,000 $(8,333)$41,667 12.5
Developed Technology62,900 (23,104)39,796 48,000 (16,000)32,000 5.7
Customer Relationships104,100 (18,257)85,843 98,000 (13,067)84,933 16.1
Total intangible assets
$221,500 $(53,019)$168,481 $196,000 $(37,400)$158,600 12.8
The following table summarizes the Company’s estimated future amortization expense of intangible assets with finite lives as of December 31, 2025:
2026$16,416 
202716,416 
202816,416 
202916,416 
203012,416 
Thereafter90,401 
Total estimated future amortization expense$168,481 
Amortization expense for tradenames and trademarks and developed technology of $10.4 million, $9.1 million, and $9.1 million was recorded in general and administrative expenses for each of the years ended December 31, 2025, 2024, and 2023, respectively, within the consolidated statements of operations and comprehensive loss. Amortization expense for customer relationships of $5.2 million, $4.9 million, and $4.9 million was recorded in selling and marketing expenses for each of the years ended December 31, 2025, 2024, and 2023, respectively, within the consolidated statements of operations and comprehensive loss.
As discussed in Note 3, “Business Combinations”, the acquisition of Fabric Genomics resulted in the initial recognition of $12.9 million of goodwill as of the Merger Date. The purchase price allocation for acquired businesses may be modified for up to one year from the date of acquisition if additional facts or circumstances lead to changes in the Company’s preliminary purchase accounting estimates. The Company is complete with measurement period adjustments as of December 31, 2025.
The following table reflects changes to the carrying amount of goodwill between the Merger Date and December 31, 2025:
Balance at May 5, 2025$12,926 
Measurement period adjustments594 
Balance at December 31, 2025$13,520 

Historical Timeline

Fiscal YearFiled
2025Feb 23, 2026Showing above
2024Feb 20, 2025
2023Feb 23, 2024
2022Mar 16, 2023

About Goodwill & Intangibles Disclosures

Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.

Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.

Other Available Disclosures

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