[Form 4] Quest Diagnostics Inc. Insider Trading Activity

Rhea-AI Filing Summary

The filing reports insider activity by Karthik Kuppusamy, SVP, Clinical Solutions at Quest Diagnostics (DGX). On 08/13/2025 he had a disposition of 123 shares of Quest Diagnostics common stock executed under code F at a price of $175.91 per share; the filer states this sale was made solely to cover tax withholding on vested restricted stock units. Following the reported transaction, Kuppusamy beneficially owned 8,338 shares directly, plus 358 shares indirectly via a trust and 1,628 shares held in the 401(k) plan, with the 401(k) amount provided by the plan administrator based on current account balances.

Positive

• Insider retains meaningful direct ownership of 8,338 shares, indicating continued alignment with shareholder interests
• Additional indirect holdings include 358 shares via trust and 1,628 shares in the 401(k) plan, showing ongoing participation in company equity programs

Negative

• Disposition of 123 shares was recorded, though the filing states this was solely to satisfy tax withholding obligations

Insights

Securities Analyst

TL;DR: Small, non-discretionary sale to satisfy tax withholding; insider retains meaningful direct and indirect holdings.

The transaction code F and the filing explanation indicate this was a routine disposition to cover tax obligations arising from RSU vesting rather than a voluntary opportunistic sale. The amount disposed (123 shares) at $175.91 is modest relative to the reported direct holding of 8,338 shares. Holdings also include shares in a trust (358) and a 401(k) allocation (1,628), which suggests ongoing equity ownership alignment with company performance. This filing is informational and not materially transformative for investors.

Corporate Governance Expert

TL;DR: Filing documents routine tax-withholding sale and confirms continued insider exposure to company stock.

The explanatory notes explicitly state the disposition was solely to cover tax withholding from RSU vesting, which supports customary corporate governance practices for equity compensation. The use of an attorney-in-fact signature is noted and appears administrative. No indication of accelerated selling, option exercises, or derivative transactions is present. From a governance perspective, the report documents compliance with Section 16 reporting requirements and preserves transparency about insider ownership levels.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

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^*

KUPPUSAMY KARTHIK

(Last) (First) (Middle)

500 PLAZA DRIVE

C/O QUEST DIAGNOSTICS INC

(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, Clinical Solutions

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2025

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	08/13/2025		F		123(1)	D	$175.91	8,338(2)	D
Common Stock								358	I	By Trust
Common Stock								1,628(3)	I	401(k)

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. Disposition of common stock to the issuer solely to cover tax withholding obligations arising from the vesting of restricted stock units.

2. The amount includes exempt purchases made under the Company's stock purchase plan since the date of the last filing on Form 4.

3. These underlying shares were acquired on a periodic basis by the trustee of the Company's tax qualified Profit Sharing (401(k)) 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 the 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 Karthik Kuppusamy	08/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction did Karthik Kuppusamy report on Form 4 for DGX?

He reported a disposition of 123 shares on 08/13/2025 executed under code F at a price of $175.91 per share.

Why were the 123 shares disposed according to the Form 4?

The filing states the shares were surrendered to the issuer solely to cover tax withholding obligations arising from the vesting of restricted stock units.

How many Quest Diagnostics shares does the reporting person beneficially own after the transaction?

8,338 shares directly, plus 358 shares indirectly via a trust, and 1,628 shares in the company 401(k) plan.

Does the Form 4 report any derivative transactions or option exercises?

No. Table II shows no derivative securities acquired, disposed of, or beneficially owned in this filing.

Who signed the Form 4 on behalf of Karthik Kuppusamy?

Sean D. Mersten, Attorney in Fact, signed the form on 08/15/2025.