Was the DGX insider share sale an open-market transaction?

No. The 2,628 Quest Diagnostics shares were disposed of to the issuer solely to cover tax withholding obligations arising from settlement of a performance stock award, according to the footnote, rather than being sold in an open-market transaction.

Quest Diagnostics SVP gets stock award, surrenders shares

Quest Diagnostics senior vice president Karthik Kuppusamy reported a mix of equity award activity and related share disposition.

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Quest Diagnostics senior vice president Karthik Kuppusamy reported a mix of equity award activity and related share disposition. He acquired 6,200 shares of common stock on March 4, 2026 as stock issued in settlement of a performance stock award approved under Rule 16b-3(d). To cover tax withholding from this award, 2,628 shares of common stock at $204.86 per share were disposed of back to the issuer. After these transactions, he held 13,441 shares directly, plus additional indirect holdings of 358 shares by trust and 1,658 shares in a 401(k) plan, based on information from the plan administrator.

Insider Trade Summary

Net Seller: 2,628 shares

Net Sell 4 txns

Insider KUPPUSAMY KARTHIK

Role SVP, Clinical Solutions

Sold 2,628 shs ($538K)

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	6,200	$204.86	$1.27M
Sale	Common Stock	2,628	$204.86	$538K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 13,441 shares (Direct); Common Stock — 358 shares (Indirect, By Trust); Common Stock — 1,658 shares (Indirect, 401(k))

Footnotes (3)

F1. Stock issued by Quest Diagnostics Incorporated in settlement of a performance stock award approved in accordance with the requirements of Rule 16b-3(d).
F2. Disposition of common stock to the issuer solely to cover tax withholding obligations arising from the settlement of said performance stock award.
F3. 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.

FAQ

What insider transactions did DGX executive Karthik Kuppusamy report?

He reported receiving 6,200 Quest Diagnostics shares as a performance stock award settlement, then disposing of 2,628 shares back to the company to cover tax withholding, leaving 13,441 shares held directly plus smaller indirect holdings via a trust and 401(k) plan.

How many Quest Diagnostics shares does Karthik Kuppusamy now hold directly and indirectly?

Following the reported activity, he directly holds 13,441 Quest Diagnostics common shares. He also has indirect beneficial ownership of 358 shares held by a trust and 1,658 shares held in the company’s tax-qualified Profit Sharing (401(k)) Plan, based on administrator information.

What was the nature of the 6,200 DGX shares acquired by the executive?

The 6,200 Quest Diagnostics shares were issued in settlement of a performance stock award. The award was approved in accordance with Rule 16b-3(d), indicating it was a compensation-related equity grant rather than an open-market purchase by the executive.

At what price were the DGX shares used for tax withholding valued?

The 2,628 Quest Diagnostics shares disposed of to cover tax withholding obligations were valued at $204.86 per share. This price was used to determine how many shares needed to be surrendered to satisfy the associated tax liabilities.

How are Karthik Kuppusamy’s 401(k) holdings in DGX stock calculated?

The 1,658 Quest Diagnostics shares in the 401(k) are based on the account balance of the company stock fund, which also includes some money market instruments, divided by the market price of the stock as of a current date provided by the plan administrator.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/06/2026 - 04:43 PM

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

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)
03/04/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/04/2026		A		6,200⁽¹⁾	A	$204.86	16,069	D
Common Stock	03/04/2026		S		2,628⁽²⁾	D	$204.86	13,441	D
Common Stock								358	I	By Trust
Common Stock								1,658⁽³⁾	I	401(k)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Stock issued by Quest Diagnostics Incorporated in settlement of a performance stock award approved in accordance with the requirements of Rule 16b-3(d).

2. Disposition of common stock to the issuer solely to cover tax withholding obligations arising from the settlement of said performance stock award.

3. 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.

Remarks:

	Sean D. Mersten, Attorney in Fact for Karthik Kuppusamy	03/06/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR