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Quest Diagnostics CEO gets stock, tax shares withheld

Quest Diagnostics CEO and President J. E. Davis reported equity compensation and related tax withholding transactions.

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

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.

Positive

  • None.

Negative

  • None.
Insider Davis J. E.
Role CEO and President
Type Security Shares Price Value
Grant/Award Non-Qualifed Stock Option (right to buy) 73,225 $0.00 $0.00
Grant/Award Common Stock 15,857 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 2,396 $210.01 $503K
Exercise Price or Tax Liability Common Stock 3,788 $206.99 $784K
Holdings After Transaction: Non-Qualifed Stock Option (right to buy) — 73,225 contracts (Direct); Common Stock — 130,153 shares (Direct)
Footnotes (3)
  1. F1. Represents an award of restricted stock units.
  2. F2. Disposition of common stock to the issuer solely to cover tax withholding obligations arising from the vesting of restricted stock units.
  3. F3. The options vest in three equal annual installments beginning on the first annual anniversary of the grant date.

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.

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Form 4 Insider Transactions: What Each Field Means →
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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*
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.
* 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