Doherty Catherine T. 4

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.