Quest Diagnostics (DGX) legal chief sells shares, gets new option grant

Rhea-AI Filing Summary

Quest Diagnostics SVP & General Counsel Michael E. Prevoznik reported a mix of stock transactions. On February 19, 2026, he sold 1,111 shares of common stock in an open-market transaction at $204.83 per share, executed under a Rule 10b5-1 sales plan.

On February 18, 2026, he received a grant of 9,289 non-qualified stock options with an exercise right to buy shares, which vest in three equal annual installments beginning on the first anniversary of the grant. He also acquired 2,013 shares of common stock as an award of restricted stock units, while 301 shares at $210.01 and 347 shares at $206.99 of common stock were surrendered to cover tax withholding from vesting. In addition, 5,738 shares are held indirectly through company 401(k) and deferred compensation plans.

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)
02/18/2026

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(1)	02/18/2026		A		2,013	A	$0	40,130	D
Common Stock	02/18/2026		F		301(2)	D	$210.01	39,829	D
Common Stock	02/18/2026		F		347(2)	D	$206.99	39,482	D
Common Stock	02/19/2026		S		1,111(3)	D	$204.83	38,371	D
Common Stock								5,738(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
Non-Qualifed Stock Option (right to buy)	$204.96	02/18/2026		A		9,289		(5)	02/18/2036	Common Stock	9,289	$0	9,289	D

Explanation of Responses:

1. Represents an award of restricted stock units.

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

3. This exercise and sale reported were 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.

5. The options vest in three equal annual installments beginning on the first annual anniversary of the grant date.

Remarks:

	Sean D. Mersten, Attorney in Fact for Michael E. Prevoznik	02/20/2026
	** 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.
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FAQ

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

Quest Diagnostics reported that Michael E. Prevoznik executed a 1,111-share open-market stock sale and received equity awards including 9,289 stock options and 2,013 restricted stock units. He also had shares withheld to cover taxes from vesting equity awards.

How many Quest Diagnostics (DGX) shares did Michael E. Prevoznik sell?

Michael E. Prevoznik sold 1,111 shares of Quest Diagnostics common stock. The sale occurred at a price of $204.83 per share and was carried out as an open-market transaction under a pre-arranged Rule 10b5-1 trading plan.

What equity awards did Michael E. Prevoznik receive from Quest Diagnostics (DGX)?

He received 9,289 non-qualified stock options and 2,013 shares of common stock as a restricted stock unit award. The options vest in three equal annual installments starting one year after the grant date, aligning vesting with multi-year service.

Were any Quest Diagnostics (DGX) shares used to cover Michael E. Prevoznik’s tax obligations?

Yes. A total of 301 shares at $210.01 and 347 shares at $206.99 were surrendered. These dispositions covered tax withholding obligations triggered by the vesting of restricted stock units, rather than representing discretionary open-market sales.

What is the nature of Michael E. Prevoznik’s indirect Quest Diagnostics (DGX) holdings?

He indirectly holds 5,738 Quest Diagnostics shares through the company’s 401(k) Profit Sharing and Supplemental Deferred Compensation Plans. Plan trustees acquire these underlying shares periodically based on account balances and the company’s stock price at relevant dates.

Was Michael E. Prevoznik’s Quest Diagnostics (DGX) stock sale under a Rule 10b5-1 plan?

Yes. The filing states that the exercise and sale reported were effected pursuant to a Rule 10b5-1 sales plan. Such plans allow pre-scheduled transactions to occur according to predetermined instructions, independent of later market or company developments.