Form 4: Quest Diagnostics Exec Sells Shares Under 10b5-1 Plan

A Quest Diagnostics SVP and General Counsel exercised and sold common stock totaling 28,463 shares under a pre-established Rule 10b5-1 plan.

Summary

• Michael E. Prevoznik, SVP & General Counsel of Quest Diagnostics Inc. (DGX), reported transactions involving the exercise of stock options and subsequent sale of common stock.
• On September 23, 2025, Mr. Prevoznik exercised 28,288 non-qualified stock options at an exercise price of $103.57 per share.
• Concurrently, on September 23, 2025, he sold 28,288 shares of common stock at a weighted average sale price of $187.1222 per share.
• On September 24, 2025, an additional 175 non-qualified stock options were exercised at $103.57 per share.
• On the same day, September 24, 2025, 175 shares of common stock were sold at a weighted average sale price of $187.023 per share.
• All reported exercises and sales were executed pursuant to a Rule 10b5-1 sales plan adopted by Mr. Prevoznik.
• Following these transactions, Mr. Prevoznik directly beneficially owns 38,117 shares of common stock and indirectly owns 5,691 shares through the Company's 401(k)/SDCP plan.
• Remaining derivative securities include 402 and 227 non-qualified stock options, which vested in three annual installments beginning February 19, 2019, and expire on February 19, 2028.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions (exercise and sale of stock options) executed under a pre-established Rule 10b5-1 plan, which is generally considered neutral market activity and does not inherently signal positive or negative company performance.

Positives

• The executive realized a significant profit from the exercise of stock options and subsequent sale of shares, indicating a successful personal investment outcome.
• Transactions were conducted under a Rule 10b5-1 sales plan, demonstrating pre-planned and transparent insider trading activity, which can mitigate concerns about opportunistic selling.

Negatives

• The transactions represent insider selling, which, while pre-planned, results in a reduction of the executive's direct beneficial ownership in the company's common stock.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

This filing reports an individual insider transaction and does not provide information directly related to broader industry trends or competitive landscape within the diagnostics sector. Such transactions are common for executives with vested stock options.

Stakeholder Impact

• Shareholders: May note the executive's decision to sell shares, though the pre-planned nature under Rule 10b5-1 typically reduces concerns about opportunistic selling.
• Employees: No direct impact on employees is indicated by this transaction report.

Next Steps

• The reporting person undertakes to provide full information regarding the number of shares and prices at which the transactions were effected upon request to the SEC staff, the issuer, or a security holder.

Key Dates

Recommendation

The filing details routine insider stock option exercises and subsequent sales executed under a Rule 10b5-1 plan. While it represents insider selling, the pre-planned nature mitigates immediate negative sentiment. There are no new fundamental insights into the company's performance or outlook to warrant a change from a 'hold' position based solely on this transaction.

Keywords

Quest Diagnostics, DGX, Form 4, Insider Trading, Stock Option Exercise, Share Sale, Michael E. Prevoznik, Rule 10b5-1