Quest Diagnostics (DGX) SVP & General Counsel reports award, tax withholding and 10b5-1 share sale

Rhea-AI Filing Summary

Quest Diagnostics senior executive Michael E. Prevoznick reported several share movements in Quest Diagnostics Inc. common stock. On March 5, 2026, he completed an open-market sale of 3,878 shares at $206.21 per share under a pre-arranged Rule 10b5-1 sales plan, leaving him with 37,557 directly held shares after that trade.

On March 4, 2026, he received a grant or award of 7,232 shares at a reference price of $204.86 per share, issued in settlement of a performance stock award that had been approved under Rule 16b-3(d). Also on that date, 3,354 shares were disposed of back to Quest Diagnostics solely to cover tax withholding obligations from that award settlement.

Separately, the filing notes indirect ownership of 5,737 shares through the company’s 401(k) and Supplemental Deferred Compensation Plan, with these plan holdings accumulated periodically by the plan trustee.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

PREVOZNIK MICHAEL E

(Last) (First) (Middle)

500 PLAZA DRIVE

(Street)

SECAUCUS NJ 07094

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
QUEST DIAGNOSTICS INC [ DGX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP & General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/04/2026		A		7,232(1)	A	$204.86	44,789	D
Common Stock	03/04/2026		F		3,354(2)	D	$204.86	41,435	D
Common Stock	03/05/2026		S(3)		3,878	D	$206.21	37,557	D
Common Stock								5,737(4)	I	401(k)/SDCP

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Stock issued by Quest Diagnostics Incorporated in settlement of a performance stock award approved in accordance with the requirements of Rule 16b-3(d).

2. Disposition of common stock to the issuer solely to cover tax withholding obligations arising from the settlement of said performance stock award.

3. This sale reported was effected pursuant to a Rule 10b5-1 sales plan adopted by the reporting person.

4. These underlying shares were acquired on a periodic basis by the trustee of the Company's tax qualified Profit Sharing (401(k)) and/or Supplemental Deferred Compensation Plan. The information was obtained from the plan administrator as of a current date. The number of shares is based on the account balance of the Company stock fund under each Plan (which includes some money market instruments) divided by the market price of the Company's stock as of that date.

Remarks:

	Sean D. Mersten, Attorney in Fact for Michael E. Prevoznik	03/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Quest Diagnostics (DGX) report for Michael E. Prevoznick?

Quest Diagnostics reported multiple transactions by Michael E. Prevoznick involving common stock. These included a performance-based stock award grant, a tax-withholding share disposition back to the company, an open-market sale under a Rule 10b5-1 plan, and updated indirect holdings through company retirement and deferred compensation plans.

How many Quest Diagnostics (DGX) shares did Michael E. Prevoznick sell and at what price?

Michael E. Prevoznick sold 3,878 shares of Quest Diagnostics common stock. The reported transaction occurred on March 5, 2026, at a price of $206.21 per share in an open-market sale that was executed under a pre-arranged Rule 10b5-1 sales plan adopted by the reporting person.

What stock award did Michael E. Prevoznick receive from Quest Diagnostics (DGX)?

He received 7,232 shares of Quest Diagnostics common stock on March 4, 2026. The filing states these shares were issued by Quest Diagnostics in settlement of a performance stock award approved in accordance with the requirements of Rule 16b-3(d), reflecting equity-based compensation.

Why were some Quest Diagnostics (DGX) shares disposed of in Michael E. Prevoznick’s Form 4?

On March 4, 2026, 3,354 Quest Diagnostics common shares were disposed of back to the issuer. The filing explains this disposition covered tax withholding obligations arising from settlement of the same performance stock award for which shares were issued, rather than being an open-market sale.

What indirect Quest Diagnostics (DGX) share holdings are reported for Michael E. Prevoznick?

The Form 4 reports 5,737 indirectly owned Quest Diagnostics shares associated with 401(k) and Supplemental Deferred Compensation Plans. These underlying shares were acquired periodically by the plan trustee, based on the company stock fund balance divided by the market price as of the plan administrator’s current reporting date.

How many Quest Diagnostics (DGX) shares does Michael E. Prevoznick directly hold after these transactions?

After the March 5, 2026 open-market sale, Michael E. Prevoznick directly holds 37,557 Quest Diagnostics common shares. This figure reflects his position following the reported sequence of grant, tax-withholding share disposition to the issuer, and the Rule 10b5-1 open-market sale.