Doherty Catherine T. 4

What Happened
Catherine T. Doherty, EVP, Regional Businesses at Quest Diagnostics (DGX), received 11,364 shares on 2026-03-04 in settlement of a performance stock award (valued at $2,328,029 at $204.86/share). To cover tax withholding from that settlement she surrendered 5,806 shares back to the company (value $1,189,417). On 2026-03-05 she sold 5,558 shares in an open-market transaction at $206.21/share for $1,146,115 (reported sale under a Rule 10b5-1 plan).

Key Details

• Transaction dates and prices:
  • 2026-03-04: Award settlement — 11,364 shares @ $204.86 = $2,328,029 (F1)
  • 2026-03-04: Tax withholding — 5,806 shares @ $204.86 = $1,189,417 (F2)
  • 2026-03-05: Open-market sale — 5,558 shares @ $206.21 = $1,146,115 (F3)
• Shares owned after the transactions: not specified in the supplied filing.
• Notable footnotes:
  • F1: Shares issued in settlement of a performance stock award.
  • F2: Shares surrendered to the issuer solely to cover tax withholding on the award.
  • F3: The 5,558-share sale was effected under a Rule 10b5-1 plan.
  • F4: Some plan-related shares may be held/allocated via the company’s 401(k)/deferred comp plans per plan administrator.
• Filing: Reported on 2026-03-06 for transactions on 2026-03-04–03-05; appears timely based on the filing and report dates.

Context
This was a compensation-related settlement (performance shares) with a routine tax-withholding surrender and a subsequent planned sale under a 10b5-1 plan. Receiving an award and immediately surrendering part of it to cover taxes is a common administrative step; the open-market sale was pre-arranged under a trading plan. These transactions are clerical/compensation-related rather than an unsolicited market-timing purchase by the insider.