Quest Diagnostics (DGX) SVP awarded options, RSUs and reports tax-share dispositions

Rhea-AI Filing Summary

Quest Diagnostics senior vice president Karthik Kuppusamy reported multiple equity-related transactions. He received a grant of 9,853 non-qualified stock options and an award of 2,135 restricted stock units, both at no cost. Shares of common stock totaling 252 and 259 were disposed of to the issuer solely to cover tax withholding obligations from vesting restricted stock units. He also recorded a small acquisition of 16 common shares under Rule 16a-6 and reported indirect holdings through a 401(k) plan and a trust. The granted options vest in three equal annual installments beginning on the first anniversary of the grant date.

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^*

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)
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	02/18/2026		F		252(1)	D	$210.01	8,173	D
Common Stock	02/18/2026		F		259(1)	D	$206.99	7,914	D
Common Stock(2)	02/18/2026		A		2,135	A	$0	10,049	D
Common Stock	01/28/2026		L	V	16(3)	A	$183.516	10,065(4)	D
Common Stock								1,655(5)	I	401(k)
Common Stock								358	I	By Trust

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		9,853		(6)	02/18/2036	Common Stock	9,853	$0	9,853	D

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. Represents an award 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 amount includes exempt purchases made under the Company's stock purchase plan since the date of the reporting person's last filing on Form 4.

5. 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.

6. 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 Karthik Kuppusamy	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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FAQ

What insider transactions did DGX executive Karthik Kuppusamy report on this Form 4?

Karthik Kuppusamy reported a grant of 9,853 non-qualified stock options, an award of 2,135 restricted stock units, two small share dispositions to cover tax withholding, and a 16-share acquisition eligible for deferred reporting under Rule 16a-6.

Were the DGX insider share dispositions by Karthik Kuppusamy open-market sales?

No, the reported share dispositions were made solely to cover tax withholding obligations from vesting restricted stock units. The footnotes specify these transfers were to the issuer, not open-market sales, and relate to equity award vesting events.

How many Quest Diagnostics options and RSUs did Karthik Kuppusamy receive?

He received 9,853 non-qualified stock options and an award of 2,135 restricted stock units. The options vest in three equal annual installments starting on the first anniversary of the grant date, aligning compensation with longer-term company performance.

What is the vesting schedule of the DGX options granted to Karthik Kuppusamy?

The options vest in three equal annual installments beginning on the first annual anniversary of the grant date. This structure spreads the vesting over three years, encouraging continued service and alignment with the company’s longer-term shareholder interests.

What indirect DGX share holdings did Karthik Kuppusamy report?

He reported indirect ownership through the company’s tax-qualified Profit Sharing (401(k)) Plan and a trust. The 401(k) holdings are based on the company stock fund balance divided by the stock’s market price, as provided by the plan administrator on a current date.

What is the nature of the small 16-share DGX acquisition reported by Karthik Kuppusamy?

The 16-share acquisition is described as a small acquisition under Rule 16a-6 and is eligible for deferred reporting on Form 5. The insider chose to report it early on this Form 4, reflecting purchases via a dividend reinvestment plan and stock purchase plan.