Quest Diagnostics counsel sells 22,677 shares
Rhea-AI Filing Summary
QUEST DIAGNOSTICS INC (DGX) disclosed that Michael E. Prevoznik, SVP & General Counsel, exercised 22,677 stock options at $112.17 per share into common stock and, on the same date, sold 16,010, 6,237 and 430 common shares at weighted average prices of $242.8755, $243.6275 and $244.5148, respectively. The exercised option position was reduced to 0, and he also made a 1,000‑share charitable gift of common stock. Following these transactions, 5,780 shares are held indirectly through the company’s 401(k)/Supplemental Deferred Compensation Plan. The exercise and sales were effected under a Rule 10b5‑1 sales plan adopted by the reporting person.
Positive
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Insider Trade Summary 10b5-1
Exercise and Sale: 22,677 shares ($2.97M approx. pre-tax spread)
Exercise and Sale
7 txns
Insider
PREVOZNIK MICHAEL E
Role
SVP & General Counsel
Sold
22,677 shs ($5.51M)
Approx. gross sale proceeds
$5.51M
Approx. exercise cost
$2.54M
Approx. pre-tax spread
$2.97M
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Non-Qualifed Stock Option (right to buy) F1, F7 | 22,677 | $112.17 | $2.54M |
| Exercise | Common Stock F1 | 22,677 | $112.17 | $2.54M |
| Sale | Common Stock F1, F2 | 16,010 | $242.8755 | $3.89M |
| Sale | Common Stock F1, F3 | 6,237 | $243.6275 | $1.52M |
| Sale | Common Stock F1, F4 | 430 | $244.5148 | $105K |
| Gift | Common Stock F5 | 1,000 | $0.00 | $0.00 |
| holding | Common Stock F6 | -- | -- | -- |
Holdings After Transaction:
Non-Qualifed Stock Option (right to buy) — 0 shares (Direct);
Common Stock — 36,557 shares (Direct);
Common Stock — 5,780 shares (Indirect, 401(k)/SDCP)
Footnotes (7)
- F1. This exercise and sale reported were effected pursuant to a Rule 10b5-1 sales plan adopted by the reporting person.
- F2. This transaction was executed in multiple trades at prices ranging from $242.270 to $243.269. 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.
- F3. This transaction was executed in multiple trades at prices ranging from $243.270 to $244.225. 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.
- F4. This transaction was executed in multiple trades at prices ranging from $244.280 to $245.247. 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.
- F5. On August 28, 2026, the reporting person made a charitable gift of 1,000 shares, a transaction eligible for deferred reporting on Form 5. The reporting person has chosen to report such transaction early on this Form 4.
- F6. 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.
- F7. The options vested in three equal annual installments beginning on the first annual anniversary of the grant date.
Key Figures
Options exercised: 22,677 shares
Option exercise price: $112.17 per share
Common shares sold (block 1): 16,010 shares
+5 more
8 metrics
Options exercised
22,677 shares
Non-Qualified Stock Option exercised on August 28, 2026
Option exercise price
$112.17 per share
Conversion price for 22,677 options into common stock
Common shares sold (block 1)
16,010 shares
Sold at weighted average price of $242.8755 on August 28, 2026
Sale price (block 1)
$242.8755 per share
Weighted average over trades from $242.270 to $243.269
Common shares sold (block 2)
6,237 shares
Sold at weighted average price of $243.6275 on August 28, 2026
Common shares sold (block 3)
430 shares
Sold at weighted average price of $244.5148 on August 28, 2026
Charitable gift
1,000 shares
Bona fide gift of common stock on August 28, 2026
Indirect plan holdings
5,780 shares
Held through 401(k)/Supplemental Deferred Compensation Plan as of a current date
Key Terms
Rule 10b5-1 sales plan, Non-Qualifed Stock Option (right to buy), bona fide gift, Supplemental Deferred Compensation Plan, +1 more
5 terms
Rule 10b5-1 sales plan regulatory
"exercise and sale reported were effected pursuant to a Rule 10b5-1 sales plan"
Non-Qualifed Stock Option (right to buy) financial
"security_title: Non-Qualifed Stock Option (right to buy)"
bona fide gift regulatory
"On August 28, 2026, the reporting person made a charitable gift of 1,000 shares, a transaction eligible for deferred reporting on Form 5."
A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.
Supplemental Deferred Compensation Plan financial
"Company's tax qualified Profit Sharing (401(k)) and/or Supplemental Deferred Compensation Plan."
weighted average sale price financial
"The price reported above reflects the weighted average sale price."
FAQ
What did DGX executive Michael Prevoznik report on this Form 4?
He exercised 22,677 stock options at $112.17 per share, received the same number of DGX common shares, sold them in several transactions, made a 1,000‑share charitable gift, and reported 5,780 shares held indirectly through retirement/deferred compensation plans.
How many QUEST DIAGNOSTICS (DGX) options did Michael Prevoznik exercise?
He exercised 22,677 non-qualified stock options, each with an exercise price of $112.17 per share, converting them into DGX common stock and leaving 0 shares remaining under that option grant.
Was the DGX insider trading under a Rule 10b5-1 plan?
Yes. The filing states the exercise and sale were effected under a Rule 10b5‑1 sales plan adopted by the reporting person, and the Rule 10b5‑1 checkbox is affirmed.
Did the DGX insider make any charitable gifts of stock?
Yes. Michael Prevoznik made a charitable gift of 1,000 DGX shares on August 28, 2026, characterized as a bona fide gift that could have been reported on Form 5 but was voluntarily reported early on this Form 4.
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