Quest Diagnostics (NYSE: DGX) CEO awarded options and RSUs, shares withheld for taxes

Rhea-AI Filing Summary

Quest Diagnostics CEO and President J. E. Davis reported equity compensation and related tax withholding transactions. Davis was granted 73,225 non-qualified stock options, which vest in three equal annual installments beginning on the first anniversary of the grant date. He also received 15,857 shares of common stock, representing an award of restricted stock units. To cover tax withholding obligations arising from the vesting of restricted stock units, 2,396 shares and 3,788 shares of common stock were disposed of back to the issuer at prices of $210.01 and $206.99 per share, respectively. After these transactions, Davis directly owned 130,153 shares of common stock and 73,225 stock options.

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^*

Davis J. 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and President

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		15,857	A	$0	136,337	D
Common Stock	02/18/2026		F		2,396(2)	D	$210.01	133,941	D
Common Stock	02/18/2026		F		3,788(2)	D	$206.99	130,153	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		73,225		(3)	02/18/2036	Common Stock	73,225	$0	73,225	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. 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 James E. Davis	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 equity awards did Quest Diagnostics (DGX) grant to CEO J. E. Davis?

Quest Diagnostics granted CEO J. E. Davis 73,225 non-qualified stock options and 15,857 shares of common stock as a restricted stock unit award. The options vest in three equal annual installments beginning on the first anniversary of the grant date.

How many Quest Diagnostics (DGX) stock options does the CEO hold after this Form 4?

After the reported transactions, CEO J. E. Davis holds 73,225 non-qualified stock options. These options were newly granted and vest over three years in equal annual installments, beginning on the first anniversary of the grant date.

How many Quest Diagnostics (DGX) common shares does the CEO own after the filing?

Following the grant and tax-related share dispositions, J. E. Davis directly owns 130,153 shares of Quest Diagnostics common stock. This figure reflects both the awarded restricted stock units and the shares delivered to the issuer to satisfy tax withholding obligations.

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

Shares were disposed of solely to cover tax withholding obligations from vesting restricted stock units. Specifically, 2,396 shares at $210.01 and 3,788 shares at $206.99 per share were delivered to Quest Diagnostics, rather than being open-market sales.

Were the Quest Diagnostics (DGX) CEO’s transactions open-market buys or sells?

No open-market buys or sells were reported. The Form 4 shows equity compensation grants and tax-withholding dispositions, where shares were delivered to Quest Diagnostics to satisfy tax obligations tied to restricted stock unit vesting.