Quest Diagnostics (NYSE: DGX) SVP gets options, RSUs and tax withholdings

Rhea-AI Filing Summary

Quest Diagnostics senior vice president and chief commercial officer Mark E. Delaney reported multiple equity-related transactions. On February 18, 2026, he was granted a non-qualified stock option for 7,332 shares, which vests in three equal annual installments beginning on the first anniversary of the grant date. He also received 1,586 shares of common stock, which the footnotes describe as an award of restricted stock units. On the same date, 205 shares at $210.01 and 230 shares at $206.99 of common stock were disposed of back to the issuer solely to cover tax withholding obligations arising from the vesting of restricted stock units. Separately, on January 28, 2026, he acquired 15 shares of common stock through a dividend reinvestment plan, which the rules allow to be reported later on Form 5 but he chose to report on this Form 4.

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

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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).

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^*

DELANEY MARK E

(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 & Chief Commercial Officer

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		1,586	A	$0	9,116	D
Common Stock	02/18/2026		F		205(2)	D	$210.01	8,911	D
Common Stock	02/18/2026		F		230(2)	D	$206.99	8,681	D
Common Stock	01/28/2026		L	V	15(3)	A	$183.51	8,696	D

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		7,332		(4)	02/18/2036	Common Stock	7,332	$0	7,332	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. Reflects shares that were acquired pursuant to a dividend reinvestment plan administered by the reporting person's broker and eligible for deferred reporting on Form 5 under Rule 16a-6. The reporting person has chosen to report such transaction early on this Form 4.

4. 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 Mark E. Delaney	02/20/2026
	** 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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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What equity awards did Quest Diagnostics (DGX) executive Mark E. Delaney receive?

Mark E. Delaney received a non-qualified stock option for 7,332 shares and 1,586 shares of common stock as an award of restricted stock units. The option vests in three equal annual installments starting one year after the grant date.

How do the stock options granted to the Quest Diagnostics (DGX) SVP vest?

The 7,332-share non-qualified stock option granted to the SVP vests in three equal annual installments. Vesting begins on the first annual anniversary of the grant date, spreading the potential ownership benefits over three years.

Why were some Quest Diagnostics (DGX) shares disposed of in this Form 4?

A total of 205 shares at $210.01 and 230 shares at $206.99 were disposed of solely to cover tax withholding obligations from the vesting of restricted stock units. These transactions transferred shares back to the issuer rather than representing open-market sales.

What is the small acquisition reported for Quest Diagnostics (DGX) SVP on January 28, 2026?

On January 28, 2026, the SVP acquired 15 shares of Quest Diagnostics common stock. The filing explains these were obtained through a dividend reinvestment plan administered by his broker and are eligible for deferred reporting, though he chose to report them early.

Are the Form 4 tax-related share dispositions for Quest Diagnostics (DGX) an open-market sale?

No, the filing states the dispositions of 205 and 230 shares were made to the issuer solely to satisfy tax withholding from restricted stock unit vesting. They are described as tax-withholding dispositions, not discretionary open-market sales.

How many Quest Diagnostics (DGX) common shares does the SVP hold after these transactions?

After the reported transactions, the SVP holds 8,681 shares of Quest Diagnostics common stock directly. This figure reflects the combination of grants, tax-withholding dispositions, and the small dividend reinvestment plan acquisition reported in the Form 4.