Quest Diagnostics (NYSE: DGX) CFO granted new stock and option awards

Rhea-AI Filing Summary

Quest Diagnostics Executive Vice President and CFO Sam Sam reported several equity-related transactions. On February 18, 2026, he received a grant of 18,303 non-qualified stock options with an exercise right to buy shares, which vest in three equal annual installments beginning on the first anniversary of the grant date. He also acquired 3,965 shares of common stock as an award of restricted stock units and disposed of 855 and 1,010 shares of common stock solely to cover tax withholding obligations arising from the vesting of restricted stock units, at prices of $210.01 and $206.99 per share. In addition, on January 28, 2026, he acquired 69 shares of common stock through a dividend reinvestment plan at $183.514 per share. Following these transactions, his directly held common stock position was reported as 27,841 shares, and he directly held 18,303 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^*

SAMAD SAM

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Vice President & CFO

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		3,965	A	$0	29,706	D
Common Stock	02/18/2026		F		855(2)	D	$210.01	28,851	D
Common Stock	02/18/2026		F		1,010(2)	D	$206.99	27,841	D
Common Stock	01/28/2026		A	V	69(3)	A	$183.514	27,910	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		18,303		(4)	02/18/2036	Common Stock	18,303	$0	18,303	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. Reflects shares that were acquired pursuant to a dividend reinvestment plan administered by the reporting person's broker and eligible for deferred reporting on Form 5 under Rule 16a-6. The reporting person has chosen to report such transaction early on this Form 4.

4. 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 Sam Samad	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.
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FAQ

What equity awards did Quest Diagnostics (DGX) CFO Sam Sam receive?

Sam Sam received a grant of 18,303 non-qualified stock options and 3,965 shares of common stock as restricted stock units. The options vest in three equal annual installments beginning on the first anniversary of the February 18, 2026 grant date.

Did the Quest Diagnostics (DGX) CFO sell shares in the open market?

The Form 4 shows dispositions of 855 and 1,010 common shares solely to cover tax withholding obligations on vested restricted stock units. These are coded as tax-withholding transactions, not open-market sales for investment purposes, and were executed at $210.01 and $206.99 per share.

How many Quest Diagnostics (DGX) shares does the CFO hold after these transactions?

After the reported transactions, Sam Sam directly held 27,841 shares of Quest Diagnostics common stock. He also directly held 18,303 non-qualified stock options, reflecting the newly granted award on February 18, 2026, in addition to his stock holdings.

How do the new stock options granted to the Quest Diagnostics (DGX) CFO vest?

The 18,303 non-qualified stock options granted to Sam Sam vest in three equal annual installments. Vesting begins on the first annual anniversary of the February 18, 2026 grant date, meaning one-third of the options vest each year over three years.

What is the nature of the restricted stock units reported by Quest Diagnostics (DGX) CFO?

The 3,965 shares of common stock reported as acquired on February 18, 2026 represent an award of restricted stock units. These units vested, triggering associated tax-withholding dispositions, as noted in the Form 4 footnotes describing the award and related tax transactions.

What is the significance of the dividend reinvestment plan transaction for Quest Diagnostics (DGX) CFO?

Sam Sam acquired 69 common shares on January 28, 2026 through a dividend reinvestment plan at $183.514 per share. The transaction, eligible for deferred reporting on Form 5, was voluntarily reported early on this Form 4, reflecting automatic reinvestment of dividends into shares.