Doherty Catherine T. 4

What Happened Catherine T. Doherty, EVP, Regional Businesses at Quest Diagnostics, received equity awards and also disposed of shares in connection with those awards. On 2026-02-18 she was granted 2,928 shares and 13,514 restricted stock units (total 16,442 RSU-type awards). To cover tax withholding obligations tied to the vesting, 433 shares (at $210.01, $90,934) and 728 shares (at $206.99, $150,689) were surrendered to the issuer on 2026-02-18. Separately, 1,433 shares were sold in an open-market transaction on 2026-02-19 at $204.83 for proceeds of $293,521. Total proceeds from the reported disposals were $535,144. Net change from awards minus disposals = +13,848 shares (assuming RSUs convert to common stock).

Key Details

• Transaction dates and prices:
  • 2026-02-18: Award of 2,928 shares and 13,514 RSUs (price $0.00 for award).
  • 2026-02-18: 433 shares surrendered at $210.01 (tax withholding) — $90,934.
  • 2026-02-18: 728 shares surrendered at $206.99 (tax withholding) — $150,689.
  • 2026-02-19: Open-market sale of 1,433 shares at $204.83 — $293,521.
• Total disposed shares: 2,594; total disposal proceeds: $535,144.
• Shares owned after transaction: Not reported in the Form 4 filing.
• Notable footnotes:
  • F1: Awards reported are restricted stock units (RSUs).
  • F2: Dispositions to the issuer were to cover tax withholding from RSU vesting.
  • F3: The open-market sale was effected pursuant to a Rule 10b5-1 sales plan.
• Filing timeliness: Report filed 2026-02-20 for transactions on 2026-02-18 and 02-19; filing appears timely (no late-filing flag reported).

Context

• This was primarily an award/vesting event (RSUs) with routine tax-withholding share surrender and a planned sale under a 10b5-1 plan. The surrender of shares to cover taxes is a common, administrative (non-bullish) action; the 10b5-1 sale is a prearranged plan and does not necessarily reflect contemporaneous market views.