PREVOZNIK MICHAEL E 4

4 · QUEST DIAGNOSTICS INC · Filed Feb 20, 2026

AI-generated summary of this filing

Updated Feb 20, 2026

Quest Diagnostics (DGX) SVP Michael Prevoznick Sells Shares

What Happened

Michael E. Prevoznik, SVP & General Counsel of Quest Diagnostics (DGX), had restricted stock units vest and completed related share dispositions. On 2026-02-18 he was awarded/credited with 2,013 RSUs and 9,289 underlying RSUs (total 11,302 RSUs, recorded at $0 acquisition price). To satisfy tax withholding on the vesting, 301 shares were surrendered at $210.01 ($63,213) and 347 shares at $206.99 ($71,826). Separately, on 2026-02-19 he sold 1,111 shares in the open market at $204.83 for $227,566. Total reported proceeds from dispositions: $362,605.

Key Details

Transaction dates & prices:
- 2026-02-18: RSU awards credited — 2,013 shares and 9,289 derivative shares (A) at $0.00.
- 2026-02-18: Tax-withholding dispositions — 301 shares @ $210.01 ($63,213) and 347 shares @ $206.99 ($71,826) (F).
- 2026-02-19: Open-market sale — 1,111 shares @ $204.83 ($227,566) (S).
Shares owned after transaction: Not specified in this filing.
Notable footnotes:
- F1/F2: Awards are restricted stock units; some shares were surrendered to the issuer solely to cover tax withholding on RSU vesting.
- F3: The 1,111-share sale was effected pursuant to a Rule 10b5-1 sales plan.
Filing/timeliness: Report filed 2026-02-20 covering transactions on 2026-02-18/19; filing appears timely.

Context

This filing reflects RSU vesting (derivative awards) and routine tax-withholding and planned selling activity rather than an outright cash purchase. The open-market sale was pre-arranged under a 10b5-1 plan, which typically indicates an automated sale schedule rather than active market timing by the insider.

Form 4

Period: 2026-02-18

SVP & General Counsel

Transactions

Award
Common Stock
[F1]
2026-02-18+2,013→ 40,130 total
Tax Payment
Common Stock
[F2]
2026-02-18$210.01/sh−301$63,213→ 39,829 total
Tax Payment
Common Stock
[F2]
2026-02-18$206.99/sh−347$71,826→ 39,482 total
Sale
Common Stock
[F3]
2026-02-19$204.83/sh−1,111$227,566→ 38,371 total
Award
Non-Qualifed Stock Option (right to buy)
[F5]
2026-02-18+9,289→ 9,289 total
Exercise: $204.96Exp: 2036-02-18→ Common Stock (9,289 underlying)

Holdings

Footnotes (5)

[F1]Represents an award of restricted stock units.
[F2]Disposition of common stock to the issuer solely to cover tax withholding obligations arising from the vesting of restricted stock units.
[F3]This exercise and sale reported were effected pursuant to a Rule 10b5-1 sales plan adopted by the reporting person.
[F4]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.
[F5]The options vest in three equal annual installments beginning on the first annual anniversary of the grant date.

Signature

Sean D. Mersten, Attorney in Fact for Michael E. Prevoznik|2026-02-20

1 file