QUEST DIAGNOSTICS INC·4

Feb 17, 4:37 PM ET

Doherty Catherine T. 4

4 · QUEST DIAGNOSTICS INC · Filed Feb 17, 2026

Research Summary

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Quest Diagnostics (DGX) EVP Catherine Doherty Exercises Options, Sells Shares

What Happened

  • Catherine T. Doherty, EVP, Regional Businesses at Quest Diagnostics (DGX), exercised 26,165 stock options at an exercise price of $112.17 per share (cost = $2,934,928) on Feb 13, 2026. The same 26,165 shares were sold in multiple open-market transactions the same day under a Rule 10b5-1 sales plan, producing total gross proceeds of $5,393,815. The filings record the exercise (derivative transaction, code M) and the subsequent sales (code S).

Key Details

  • Transaction date: February 13, 2026; Form 4 filed Feb 17, 2026 (appears timely).
  • Exercise: 26,165 options at $112.17 each = $2,934,928 (reported as both acquisition and derivative disposition).
  • Sales (multiple trades; weighted-average prices reported):
    • 10,573 shares @ $205.21 = $2,169,656 (trade prices ranged $204.745–$205.740)
    • 10,122 shares @ $206.37 = $2,088,883 (range $205.770–$206.7489)
    • 3,500 shares @ $207.08 = $724,788 (range $206.770–$207.675)
    • 1,619 shares @ $208.21 = $337,093 (range $207.810–$208.600)
    • 351 shares @ $209.10 = $73,395 (range $208.970–$209.355)
  • Total gross proceeds from sales: $5,393,815. Approximate net proceeds before taxes/fees: $5,393,815 − $2,934,928 = $2,458,887.
  • Notable footnotes: Transactions were effected pursuant to a Rule 10b5-1 sales plan (F1). Each sale block was executed in multiple trades with reported price ranges (F2–F6). The option grant vested in three equal annual installments (F8). Shares owned following the transactions were not specified in the provided excerpt.

Context

  • This was effectively a same-day exercise-and-sell (cashless-style) under a pre-established 10b5-1 plan, a common way for insiders to monetize vested options while following an automated plan. Sales are routine disclosures of insider liquidity and do not, by themselves, indicate the insider’s view of the company’s long-term prospects.

Insider Transaction Report

Form 4
Period: 2026-02-13
Doherty Catherine T.
EVP, Regional Businesses
Transactions
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-02-13$112.17/sh+26,165$2,934,92894,233 total
  • Sale

    Common Stock

    [F1][F2]
    2026-02-13$205.21/sh10,573$2,169,65683,660 total
  • Sale

    Common Stock

    [F1][F3]
    2026-02-13$206.37/sh10,122$2,088,88373,538 total
  • Sale

    Common Stock

    [F1][F4]
    2026-02-13$207.08/sh3,500$724,78870,038 total
  • Sale

    Common Stock

    [F1][F5]
    2026-02-13$208.21/sh1,619$337,09368,419 total
  • Sale

    Common Stock

    [F1][F6]
    2026-02-13$209.10/sh351$73,39568,068 total
  • Exercise/Conversion

    Non-Qualifed Stock Option (right to buy)

    [F1][F8]
    2026-02-13$112.17/sh26,165$2,934,9280 total
    Exercise: $112.17Exp: 2030-02-18Common Stock (26,165 underlying)
Holdings
  • Common Stock

    [F7]
    (indirect: By 401(k))
    4,503
Footnotes (8)
  • [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 $204.745 to $205.740. 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 $205.770 to $206.7489. 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 $206.770 to $207.675. 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]This transaction was executed in multiple trades at prices ranging from $207.810 to $208.600. 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.
  • [F6]This transaction was executed in multiple trades at prices ranging from $208.970 to $209.355. 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.
  • [F7]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.
  • [F8]The options vested in three equal annual installments beginning on the first annual anniversary of the grant date.
Signature
Sean D. Mersten, Attorney in Fact for Catherine T. Doherty|2026-02-17

Documents

1 file
  • 4
    wk-form4_1771364252.xmlPrimary

    FORM 4