[Form 4] QUEST DIAGNOSTICS INC Insider Trading Activity

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

Corporate Governance Expert

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.

Securities Analyst

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.

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).

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)
09/23/2025

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	09/23/2025		M(1)		28,288	A	$103.57	66,405	D
Common Stock	09/23/2025		S(1)		28,288	D	$187.1222(2)	38,117	D
Common Stock	09/24/2025		M(1)		175	A	$103.57	38,292	D
Common Stock	09/24/2025		S(1)		175	D	$187.023(3)	38,117	D
Common Stock								5,691(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)	$103.57	09/23/2025		M(1)			28,288	(5)	02/19/2028	Common Stock	28,288	$103.57	402	D
Non-Qualifed Stock Option (right to buy)	$103.57	09/24/2025		M(1)			175	(5)	02/19/2028	Common Stock	175	$103.57	227	D

Explanation of Responses:

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

2. 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.

3. 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.

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 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.

Remarks:

	Sean D. Mersten, Attorney in Fact for Michael E. Prevoznik	09/25/2025
	** 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 insider transactions did Michael E. Prevoznik report for DGX?

The filing reports exercise of 28,288 options on 09/23/2025 and sale of those 28,288 shares at a weighted-average price of $187.1222, and exercise and sale of 175 options on 09/24/2025 at a weighted-average price of $187.023.

Were the transactions part of a prearranged trading plan?

Yes. The filing states the exercises and sales were effected pursuant to a Rule 10b5-1 sales plan adopted by the reporting person.

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

The filing shows 38,117 shares beneficially owned following the reported transactions, plus 5,691 shares held indirectly in company retirement plans.

What were the exercise prices and vesting details of the options exercised?

The exercised non-qualified stock options had an exercise price of $103.57. The options vested in three annual installments beginning on February 19, 2019 with final vesting on February 19, 2021.

Does the filing disclose trade price ranges or only weighted averages?

The filing discloses weighted-average sale prices and notes that transactions were executed in multiple trades with price ranges; the filer offers to provide full trade-level details upon request.