Quest Diagnostics (DGX) CEO receives stock award and uses shares for taxes

Rhea-AI Filing Summary

Quest Diagnostics CEO and President J. E. Davis reported mixed equity transactions involving company stock. On a grant date of March 4, 2026, Davis acquired 51,652 shares of Quest Diagnostics common stock at a price of $204.86 per share, issued in settlement of a performance stock award approved under Rule 16b-3(d). In a related move, 26,414 shares of common stock were disposed of back to the issuer at $204.86 per share to cover tax withholding obligations from the settlement. After these transactions, Davis directly held 142,423 shares of Quest Diagnostics common stock.

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)
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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/04/2026		A		51,652(1)	A	$204.86	168,837	D
Common Stock	03/04/2026		F		26,414(2)	D	$204.86	142,423	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

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.

Remarks:

	Sean D. Mersten, Attorney in Fact for James E. Davis	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).
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FAQ

What insider transactions did Quest Diagnostics (DGX) CEO J. E. Davis report?

J. E. Davis reported an equity grant and a related tax withholding share disposition. He received 51,652 shares of Quest Diagnostics common stock, then delivered 26,414 shares back to the company to satisfy tax obligations arising from the performance stock award settlement.

Was the Quest Diagnostics (DGX) CEO’s Form 4 transaction an open-market stock purchase or sale?

The Form 4 does not show an open-market trade. It reports stock issued in settlement of a performance stock award and a disposition of shares solely to cover tax withholding obligations, with shares delivered back to Quest Diagnostics rather than sold on the open market.

How many Quest Diagnostics (DGX) shares did the CEO acquire through the performance award?

J. E. Davis acquired 51,652 shares of Quest Diagnostics common stock. These shares were issued as settlement of a performance stock award approved under Rule 16b-3(d), reflecting equity-based compensation rather than a cash purchase on the market.

How many Quest Diagnostics (DGX) shares were used to cover the CEO’s tax withholding?

A total of 26,414 Quest Diagnostics common shares were disposed of to the issuer. This disposition was solely to cover tax withholding obligations created by the settlement of the performance stock award, according to the transaction code F and related footnote.

What is J. E. Davis’s Quest Diagnostics (DGX) direct share ownership after these Form 4 transactions?

After the reported grant and tax withholding disposition, J. E. Davis directly holds 142,423 shares of Quest Diagnostics common stock. This figure reflects his direct ownership following the net effect of the performance stock award settlement and related tax-share delivery.

What do the transaction codes A and F mean in the Quest Diagnostics (DGX) Form 4?

Code A represents a grant, award, or other acquisition of common stock, here from a performance stock award settlement. Code F represents disposition of shares to the issuer to pay an exercise price or tax liability, matching the tax withholding share delivery disclosed.