Davis J. E. 4

What Happened

• Davis J. E., CEO, President and Director of Quest Diagnostics (DGX), was granted a total of 89,082 restricted stock units (RSUs) on February 18, 2026 (15,857 and 73,225 units; granted at $0.00). As part of the vesting, 6,184 common shares were surrendered to the company to cover tax withholding: 2,396 shares at $210.01 (≈ $503,184) and 3,788 shares at $206.99 (≈ $784,078), totaling about $1,287,262. The awards are reported as acquisitions (A) and the share surrender is reported under tax-withholding (F).

Key Details

• Transaction date: February 18, 2026; Form 4 filed February 20, 2026 (timely — within two business days).
• Grants: 15,857 RSUs and 73,225 RSUs (total 89,082 RSUs) reported as acquisitions at $0.00.
• Withholding dispositions: 2,396 shares @ $210.01 (≈ $503,184) and 3,788 shares @ $206.99 (≈ $784,078); 6,184 shares total surrendered to issuer to cover taxes.
• Shares owned after the transaction: not disclosed in the provided filing.
• Footnotes from the filing:
  • F1: Represents an award of restricted stock units (RSUs).
  • F2: Disposition of common stock to the issuer solely to cover tax withholding obligations arising from the vesting of RSUs.
  • F3: Notes a typical option vesting schedule (three equal annual installments beginning on the first anniversary of the grant).
• Filing timeliness: The Form 4 was filed two days after the transaction date and appears timely.

Context

• These transactions reflect an RSU grant (an acquisition of compensation units) and a routine cashless withholding of shares to satisfy tax obligations on vesting. The surrendered shares were not an open‑market sale but were transferred back to the company to cover taxes. This filing does not indicate an open-market purchase or sale by the insider.