Quest Diagnostics (NYSE: DGX) sells $500M in 5.000% senior notes due 2036

Rhea-AI Filing Summary

Quest Diagnostics Incorporated entered into a material definitive agreement by issuing $500,000,000 aggregate principal amount of 5.000% senior notes due 2036. These notes are senior unsecured obligations that rank equally with the company’s other existing and future senior unsecured debt.

The notes mature on June 30, 2036, with interest paid at 5.000% on June 30 and December 30 each year, starting December 30, 2026. The indenture limits certain liens, sale-leaseback transactions, and major corporate restructurings, and requires Quest to offer to repurchase the notes at 101% of principal plus accrued interest upon a defined change of control triggering event.

Insights

Credit & Capital Structure Analyst

Quest adds $500M of fixed-rate debt maturing in 2036 under existing indenture.

Quest Diagnostics issued $500,000,000 in 5.000% senior notes due 2036, expanding its senior unsecured debt stack on a long-dated, fixed-rate basis. Interest is paid semiannually beginning on December 30, 2026, which smooths cash outflows over the life of the notes.

The notes sit pari passu with other senior unsecured obligations and are issued under an existing indenture dated June 27, 2001, now supplemented. Covenants restrict certain liens, sale-leaseback transactions and major reorganizations, which is typical for this type of instrument and helps protect noteholders.

A defined change of control triggering event obligates Quest to offer to repurchase the notes at 101% of principal plus accrued interest. The filing does not specify how the proceeds will be used, so any impact on leverage or future returns would need to be assessed from subsequent or related disclosures.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Senior notes issuance: $500,000,000 aggregate principal amount Coupon rate: 5.000% Maturity date: June 30, 2036 +4 more

7 metrics

Senior notes issuance $500,000,000 aggregate principal amount 5.000% senior notes due 2036

Coupon rate 5.000% Interest rate on senior notes due 2036

Maturity date June 30, 2036 Final maturity of senior notes

Interest payment dates June 30 and December 30 Semiannual payments beginning December 30, 2026

Change of control repurchase price 101% of principal Plus accrued and unpaid interest on repurchase date

Indenture date June 27, 2001 Base indenture for senior notes

Supplemental indenture Twenty-Fourth Supplemental Indenture Dated May 6, 2026 for these notes

Key Terms

senior notes, Indenture, sinking fund, sale and leaseback transactions, +2 more

6 terms

senior notes financial

"issued $500,000,000 aggregate principal amount of 5.000% senior notes due 2036"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

Indenture regulatory

"The Notes were issued pursuant to an indenture dated as of June 27, 2001"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

sinking fund financial

"The Notes will not be entitled to the benefit of any sinking fund"

A sinking fund is a dedicated pool of cash a company sets aside over time to repay a specific debt, replace an expensive asset, or meet a known future obligation. It matters to investors because it reduces the chance of a surprise default or emergency sale—think of it as a labeled savings jar that keeps a company prepared for a big bill—so it can improve creditworthiness and influence bond prices and payout flexibility.

sale and leaseback transactions financial

"will limit the ability of the Company and certain of its subsidiaries to create certain liens and enter into certain sale and leaseback transactions"

change of control triggering event regulatory

"Upon a change of control triggering event (as defined in the Indenture), the Company will be required to make an offer"

A change of control triggering event is a corporate transaction or shift—such as a merger, sale of a majority of shares, or a new party gaining board control—that automatically activates specific contractual rights or penalties. Investors care because these triggers can accelerate debt repayment, alter executive compensation, terminate agreements, or prompt buyouts, and those outcomes can materially affect a company’s value, cash flow and stock price like a sudden change in who runs or owns a household.

events of default regulatory

"The Indenture provides for customary events of default"

Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): May 6, 2026

Quest Diagnostics Incorporated

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or other jurisdiction of incorporation)

001-12215	16-1387862
(Commission File Number)	(I.R.S. Employer Identification No.)
500 Plaza Drive Secaucus, NJ	07094
(Address of principal executive offices)	(Zip Code)
(973) 520-2700
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 Par Value	DGX	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act.       ¨

Item 1.01 Entry into a Material Definitive Agreement

On May 6, 2026, Quest Diagnostics Incorporated (the “Company”) issued $500,000,000 aggregate principal amount of 5.000% senior notes due 2036 (the “Notes”).

The Company will pay interest on the Notes on June 30 and December 30 of each year, beginning on December 30, 2026.

The Notes will mature on June 30, 2036. The Notes will be the senior unsecured obligations of the Company and will rank equally with the Company’s other existing and future senior unsecured obligations. The Notes will not be entitled to the benefit of any sinking fund.

The Notes were issued pursuant to an indenture dated as of June 27, 2001 among the Company, the guarantors (as defined therein) and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented from time to time, and as further supplemented by a twenty-fourth supplemental indenture dated as of May 6, 2026 between the Company and the Trustee (collectively, the “Indenture”). The Indenture contains covenants that, among other things, will limit the ability of (i) the Company and certain of its subsidiaries to create certain liens and enter into certain sale and leaseback transactions and (ii) the Company to consolidate, merge or transfer all or substantially all of the Company’s assets on a consolidated basis. The Indenture provides for customary events of default. Upon a change of control triggering event (as defined in the Indenture), the Company will be required to make an offer to purchase the Notes at a price equal to 101% of their principal amount plus accrued and unpaid interest to the repurchase date.

The foregoing description of the Indenture does not purport to be complete and is qualified in its entirety by reference to the text of the applicable agreements, each of which is included as an exhibit to this Current Report on Form 8-K and incorporated by reference herein.

A copy of the opinion of Allen Overy Shearman Sterling US LLP, counsel to the Company, relating to the legality of the Notes is filed as Exhibit 5.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

	Exhibit	Description
	4.1	Indenture dated as of June 27, 2001, among the Company, the Subsidiary Guarantors and the Trustee (filed as an Exhibit to the Company’s current report on Form 8-K (Date of Report: June 27, 2001) and incorporated herein by reference)
	4.2*	Twenty-Fourth Supplemental Indenture, dated as of May 6, 2026, between the Company and the Trustee
	4.3*	Form of the Company’s 5.000% Senior Note due 2036 (incorporated by reference from Exhibit A to Exhibit 4.2 hereof)
	5.1*	Opinion of Allen Overy Shearman Sterling US LLP, counsel to the Company
	23.1*	Consent of Allen Overy Shearman Sterling US LLP (included in Exhibit 5.1)
	104*	The cover page from this current report on Form 8-K, formatted in Inline XBRL.

*        Filed herewith.

2

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

May 8, 2026

	QUEST DIAGNOSTICS INCORPORATED
	By:	/s/ Sean D. Mersten
		Sean D. Mersten
		Vice President and Corporate Secretary

FAQ

What type of debt did Quest Diagnostics (DGX) issue in this filing?

Quest Diagnostics issued $500,000,000 aggregate principal amount of 5.000% senior notes due 2036. These notes are senior unsecured obligations that rank equally with the company’s other existing and future senior unsecured debt under its long-standing indenture structure.

When do the new Quest Diagnostics 5.000% senior notes due 2036 mature and pay interest?

The new senior notes mature on June 30, 2036. Quest Diagnostics will pay 5.000% interest semiannually on June 30 and December 30 each year, beginning on December 30, 2026, creating a predictable long-term interest payment schedule.

How are the new Quest Diagnostics senior notes ranked in the capital structure?

The notes are senior unsecured obligations of Quest Diagnostics. They rank equally with all of the company’s other existing and future senior unsecured obligations, but are effectively subordinated to any secured debt to the extent of the value of the collateral securing such obligations.

What protections do holders of the Quest Diagnostics 2036 notes receive under the indenture?

The indenture includes covenants that limit certain liens, restrict sale and leaseback transactions, and constrain Quest’s ability to consolidate, merge or transfer substantially all assets. It also provides for customary events of default typical for senior unsecured notes.

What happens to the Quest Diagnostics notes if there is a change of control?

If a defined change of control triggering event occurs, Quest Diagnostics must offer to purchase the notes at 101% of their principal amount plus accrued and unpaid interest. This repurchase feature gives noteholders an option to exit upon significant ownership or control changes.

Is there a sinking fund for the Quest Diagnostics 5.000% senior notes due 2036?

No, the filing states that the notes will not be entitled to the benefit of any sinking fund. This means Quest Diagnostics is not required to make periodic principal repayments before the final maturity date on June 30, 2036, beyond its interest obligations.

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-4.2 EXHIBIT 4.2 141.0 KB
• EX-5.1 EXHIBIT 5.1 28.6 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB