DGX: SVP Prevoznik Sells Exercised Shares Under 10b5-1 Plan
Rhea-AI Filing Summary
Michael E. Prevoznik, Senior Vice President & General Counsel of Quest Diagnostics (DGX), reported option exercises and subsequent sales executed under a Rule 10b5-1 plan. On 09/23/2025 he exercised 28,288 non-qualified options at an exercise price of $103.57 and sold those 28,288 shares at a weighted-average price of $187.1222, leaving 38,117 shares beneficially owned after that transaction. On 09/24/2025 he exercised 175 options at $103.57 and sold 175 shares at a weighted-average price of $187.023, with total beneficial ownership remaining 38,117 shares. He also holds 5,691 shares indirectly in company retirement plans and retains outstanding options covering 28,288 and 175 shares that vested in installments beginning February 19, 2019.
Positive
- Transactions executed under a Rule 10b5-1 plan, which provides procedural clarity and reduces appearance of opportunistic timing
- Detailed disclosure of exercised options, sale prices (weighted averages), and remaining beneficial ownership, supporting transparency
- Indirect retirement-plan holdings (5,691 shares) disclosed, improving completeness of ownership picture
Negative
- Significant sale volume (28,288 shares) reduced direct holdings, which may be material to some investors assessing insider conviction
Insights
TL;DR Routine insider option exercise and sale under a pre-established 10b5-1 plan; disclosures appear complete and procedural.
The filing documents a structured exercise of non-qualified stock options followed by sales executed under a Rule 10b5-1 plan, which is a common method to mitigate accusations of opportunistic trading by insiders. The report shows exact share counts exercised and sold and discloses retirement-plan holdings, meeting Section 16 reporting requirements. There are no statements in the filing indicating ad hoc or unexplained transactions.
TL;DR Insider realized proceeds by selling exercised shares at substantially higher prices than exercise cost; overall beneficial ownership remains disclosed.
The reporting person exercised 28,288 options at $103.57 and sold them at a weighted-average of $187.1222, and separately exercised and sold 175 options at similar economics. The filing discloses the number of shares and options remaining and identifies indirect plan-held shares of 5,691. All transactions are annotated with price ranges and a commitment to provide detailed trade-level data upon request, which supports transparency for investors reviewing insider activity.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Non-Qualifed Stock Option (right to buy) | 175 | $103.57 | $18K |
| Exercise | Common Stock | 175 | $103.57 | $18K |
| Sale | Common Stock | 175 | $187.023 | $33K |
| Exercise | Non-Qualifed Stock Option (right to buy) | 28,288 | $103.57 | $2.93M |
| Exercise | Common Stock | 28,288 | $103.57 | $2.93M |
| Sale | Common Stock | 28,288 | $187.1222 | $5.29M |
| holding | Common Stock | -- | -- | -- |
Footnotes (1)
- This exercise and sale reported were effected pursuant to a Rule 10b5-1 sales plan adopted by the reporting person. This transaction was executed in multiple trades at prices ranging from $187.000 to $187.880. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. This transaction was executed in multiple trades at prices ranging from $187.000 to $187.350. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. 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. The options vested in three annual installments beginning with the first on February 19, 2019, the second on February 19, 2020 and the final on February 19, 2021.
