DGX / Quest Diagnostics Incorporated - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Amendment No. 11 To Sixth Amended and Restated Credit and Security Agreement, dated as of April 30, 2025.

dgx06302025ex991 EXECUTION VERSION Quest Amendment No. 11 to 6th A&R CSA 281711255.v2 AMENDMENT NO. 11 TO SIXTH AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT This Amendment No. 11 to Sixth Amended and Restated Credit and Security Agreement (this “Amendment”) is entered into as of April 30, 2025 (the “Effective Date”), by and among: (1) QUEST DIAGNOSTICS RECEIVABLES INC., a Delaware corporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-12215 Quest Diagnostics Incorporated Delaware 16-1387862 (State of Incorporation) (I.

Fourth Amended and Restated Credit Agreement, dated as of April 30, 2025, among Quest Diagnostics Incorporated, as Borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and other agents party thereto, forming Exhibit A to the Amendment and Restatement Agreement in Exhibit 99.2.

EXHIBIT 99.3 [[6671007]] FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 30, 2025 among QUEST DIAGNOSTICS INCORPORATED, as Borrower, THE LENDERS IDENTIFIED HEREIN, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and MORGAN STANLEY SENIOR FUNDING, INC., as Syndication Agent JPMORGAN CHASE BANK, N.A., MORGAN STANLEY SENIOR FUNDING, INC., MIZUHO BANK, LTD., and WELLS FARGO SECURITI

Subsidiary Guarantors of Securities

Exhibit 22 Subsidiary Guarantors of Securities As of July 23, 2025, the following subsidiaries of Quest Diagnostics Incorporated provided, subject to the terms of such senior notes, unconditional and irrevocable guarantees to the senior notes listed below that were issued by Quest Diagnostics Incorporated pursuant to an offering registered under the Securities Act of 1933, as amended: Securities Issuer Subsidiary Guarantor State of Organization 6.

, relating to the Third Amended and Restated Credit Agreement dated as of November 23, 2021 (as amended, amended and restated, supplemented or otherwise modified

dgx06302025ex992 EXECUTION VERSION [[6690694]] AMENDMENT AND RESTATEMENT AGREEMENT, dated as of April 30, 2025 (this “Amendment”), relating to the THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 23, 2021 (as amended, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), among QUEST DIAGNOSTICS INCORPORATED, a Delaware corporation (the “Borrower”), the LENDERS from time to time party thereto, JPMORGAN CHASE BANK, N.

Quest Diagnostics Reports Second Quarter 2025 Financial Results; Raises Guidance for Full Year 2025

Exhibit 99.1 Quest Diagnostics Reports Second Quarter 2025 Financial Results; Raises Guidance for Full Year 2025 •Second quarter revenues of $2.76 billion, up 15.2% from 2024 •Second quarter reported diluted earnings per share ("EPS") of $2.47, up 21.7% from 2024; and adjusted diluted EPS of $2.62, up 11.5% from 2024 •Year-to-date cash provided by operations of $858 million, up 67.1% from 2024 •Fu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): July 22, 2025 Quest Diagnostics Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): July 22, 2025 Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-12215 16-1387862 (Commission File Number) (I.

As filed with the Securities and Exchange Commission on June 20, 2025

As filed with the Securities and Exchange Commission on June 20, 2025 Registration No.

Filing Fee Table

S-3ASR EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid 1 Debt Debt Securities Rule 456(b) and Rule 457(r) 0.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-12215 A. Full title of the pla

Form T-1 Statement of Eligibility of The Bank of New York Mellon, as trustee with respect to the indenture dated as of June 27, 2001

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) || THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York (Jurisdiction

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 15, 2025 Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-12215 16-1387862 (Commission File Number) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-12215 Quest Diagnostics Incorporated Delaware 16-1387862 (State of Incorporation) (I.

Subsidiary Guarantors of Securities

Exhibit 22 Subsidiary Guarantors of Securities As of April 23, 2025, the following subsidiaries of Quest Diagnostics Incorporated provided, subject to the terms of such senior notes, unconditional and irrevocable guarantees to the senior notes listed below that were issued by Quest Diagnostics Incorporated pursuant to an offering registered under the Securities Act of 1933, as amended: Securities Issuer Subsidiary Guarantor State of Organization 6.

Form of Quest Diagnostics Incorporated 2025 Equity Award Agreement

Equity Award Agreement Page | 1 Exhibit 10.1 Quest Diagnostics Incorporated 2025 Equity Award Agreement This Equity Award Agreement (the “Agreement”) dated as of #GrantDate# (the “Grant Date”) between Quest Diagnostics Incorporated, 500 Plaza Drive, Secaucus, NJ 07094 (the “Company”) and the employee to whom the awards described herein are made (the “Employee”) is subject in all respects to the Co

Quest Diagnostics Reports First Quarter 2025 Financial Results; Reaffirms Revenue and Adjusted Diluted EPS Guidance for Full Year 2025

Exhibit 99.1 Quest Diagnostics Reports First Quarter 2025 Financial Results; Reaffirms Revenue and Adjusted Diluted EPS Guidance for Full Year 2025 •First quarter revenues of $2.65 billion, up 12.1% from 2024 •First quarter reported diluted earnings per share ("EPS") of $1.94, up 12.8% from 2024; and adjusted diluted EPS of $2.21, up 8.3% from 2024 •Full year 2025 reported diluted EPS now expected

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): April 22, 2025 Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-12215 16-1387862 (Commission File Number) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [] Check the appropriate box: [] Preliminary Proxy Statement [] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (as permitted by Rule 14a-6(e)(2)) [X

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [] Check the appropriate box: [] Preliminary Proxy Statement [] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (as permitted by Rule 14a-6(e)(2)) []

Investor Day 2025 Quest Diagnostics

Investor Day 2025 Quest Diagnostics Driving Sustainable Growth, Delivering Long-term Value Jim Davis Chairman, CEO, and President Investor Day 2025 Quest Diagnostics Safe harbor disclosure The statements in this presentation which are not historical facts may be forward-looking statements.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 19, 2025 Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-12215 16-1387862 (Commission File Number) (I.

Quest Diagnostics to Highlight Strategic Priorities to Drive Sustainable Growth and Deliver Long-term Shareholder Value at 2025 Investor Day

Quest Diagnostics to Highlight Strategic Priorities to Drive Sustainable Growth and Deliver Long-term Shareholder Value at 2025 Investor Day • Provides long-term outlook beyond 2025: Revenues expected to grow at 4-5% compound annual growth rate (CAGR); adjusted diluted earnings per share (EPS) expected to grow at 7-9% CAGR • Reaffirms guidance for full year 2025 SECAUCUS, N.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 19, 2025 Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-12215 16-1387862 (Commission File Number) (I.

Karthik Kuppusamy, PhD Senior Vice President, Clinical Solutions Diagnostic Innovation as a Growth Driver Investor Day 2025 Quest Diagnostics

Karthik Kuppusamy, PhD Senior Vice President, Clinical Solutions Diagnostic Innovation as a Growth Driver Investor Day 2025 Quest Diagnostics 2 INVESTOR DAY 2025 Quest Diagnostics Safe harbor disclosure The statements in this presentation which are not historical facts may be forward-looking statements.

Sam Samad Executive Vice President and Chief Financial Officer Long-term Financial Outlook Investor Day 2025 Quest Diagnostics

Sam Samad Executive Vice President and Chief Financial Officer Long-term Financial Outlook Investor Day 2025 Quest Diagnostics 2 INVESTOR DAY 2025 Quest Diagnostics Safe harbor disclosure The statements in this press release which are not historical facts may be forward-looking statements.

Improving Quality, Experiences, and Productivity Cathy Doherty Executive Vice President, Regional Businesses Alex Louis Senior Vice President, Enterprise Operations Investor Day 2025 Quest Diagnostics

Improving Quality, Experiences, and Productivity Cathy Doherty Executive Vice President, Regional Businesses Alex Louis Senior Vice President, Enterprise Operations Investor Day 2025 Quest Diagnostics 2 INVESTOR DAY 2025 Quest Diagnostics Safe harbor disclosure The statements in this presentation which are not historical facts may be forward-looking statements.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-12215 Quest Diagnostics Incorporated Delaware 16-1387862 (State of Incorporation) (I.

Amendment No. 10 to Sixth Amended and Restated Credit and Security Agreement, dated as of November 20, 2024

Execution Version Quest Amendment No. 10 to 6th A&R CSA 279334595.v4 AMENDMENT NO. 10 TO SIXTH AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT This Amendment No. 10 to Sixth Amended and Restated Credit and Security Agreement (this “Amendment”) is entered into as of November 20, 2024 (the “Effective Date”), by and among: (1) QUEST DIAGNOSTICS RECEIVABLES INC., a Delaware corporation (together wi

Subsidiary Guarantors of Securities

Exhibit 22 Subsidiary Guarantors of Securities As of February 20, 2025, the following subsidiaries of Quest Diagnostics Incorporated provided, subject to the terms of such senior notes, unconditional and irrevocable guarantees to the senior notes listed below that were issued by Quest Diagnostics Incorporated pursuant to an offering registered under the Securities Act of 1933, as amended: Securities Issuer Subsidiary Guarantor State of Organization 6.

Subsidiaries of Quest Diagnostics Incorporated

Exhibit 21.1 Quest Diagnostics Incorporated (DE) (Incorporated on December 12, 1990 in Delaware; EIN: 16-1387862) Subsidiaries, Joint Ventures and Affiliates Company Registered Alternate name 100% Quest Diagnostics Holdings Incorporated (DE) 100% Quest Diagnostics International Holdings Limited (UK) 100% Quest Diagnostics Holdings Ltd. (UK) 100% ExamOne Canada, Inc. (New Brunswick) 99.9% Quest Dia

Amendment No. 9 to Sixth Amended and Restated Credit and Security Agreement, dated as of August 8, 2024

EXECUTION VERSION Quest Amendment No. 9 to 6th A&R CSA AMENDMENT NO. 9 TO SIXTH AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT This Amendment No. 9 to Sixth Amended and Restated Credit and Security Agreement (this “Amendment”) is entered into as of August 8, 2024 (the “Effective Date”), by and among: (1) QUEST DIAGNOSTICS RECEIVABLES INC., a Delaware corporation (together with its successors a

Amended and Restated Quest Diagnostics Incorporated Executive Officer Severance Plan, as amended November 12, 2024

Exhibit 10.9 AMENDED AND RESTATED QUEST DIAGNOSTICS INCORPORATED EXECUTIVE OFFICER SEVERANCE PLAN 1. Purpose. The purpose of the Quest Diagnostics Incorporated Executive Officer Severance Plan (together with the attached schedules, appendices and exhibits, the “Plan”) is to secure the continued services of the executive officers of the Company and provide these executives with certain termination

Quest Diagnostics Incorporated Policy on Securities Trading

1 QUEST DIAGNOSTICS INCORPORATED POLICY ON SECURITIES TRADING (Amended as of December 31, 2024) The federal securities laws impose civil and criminal penalties on a company, its directors, officers and other employees or those receiving information from a company, its directors, officers and other employees who transact in that company’s securities while in possession of “material non-public information” (as discussed below).

Amendment No. 2 to Quest Diagnostics Supplemental Deferred Compensation Plan (Post - 2004) (as amended and restated December 1, 2020), effective as of December 9, 2024

Second Amendment to Quest Diagnostics Supplemental Deferred Compensation Plan (Post - 2004) (amended and restated December 1, 2020) The Quest Diagnostics Supplemental Deferred Compensation Plan (Post-2004), as amended and restated December 1, 2020) is hereby amended in the following respects effective as stated herein: 1.

Amendment No. 1 to The Quest Diagnostics Profit Sharing Plan, dated as of December 9, 2024

AMENDMENT NO. 1 TO THE QUEST DIAGNOSTICS PROFIT SHARING PLAN (as amended and restated effective September 14, 2023) The Quest Diagnostics Profit Sharing Plan, as presently maintained under an amendment and restatement effective as of September 14, 2023 (the "Plan"), is hereby amended, effective as of January 1, 2025 (unless a different effective date is indicated), in the following respects: 1. Se

Description of Securities

Exhibit 4.25 DESCRIPTION OF COMMON STOCK REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 General The following is a description of the material terms of the common stock, par value $0.01 per share (“common stock”) of Quest Diagnostics Incorporated (the “Company”) included in our restated certificate of incorporation and our amended and restated by-laws and is only a summar

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): January 30, 2025 Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-12215 16-1387862 (Commission File Number) (I.

Quest Diagnostics Reports Fourth Quarter and Full Year 2024 Financial Results; Provides Guidance for Full Year 2025; Increases Quarterly Dividend 6.7% to $0.80 Per Share

Exhibit 99.1 Quest Diagnostics Reports Fourth Quarter and Full Year 2024 Financial Results; Provides Guidance for Full Year 2025; Increases Quarterly Dividend 6.7% to $0.80 Per Share •Fourth quarter revenues of $2.62 billion, up 14.5% from 2023 •Fourth quarter reported diluted earnings per share ("EPS") of $1.95, up 14.7% from 2023; and adjusted diluted EPS of $2.23, up 3.7% from 2023 •Full year r

Restated Certificate of Incorporation

Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF QUEST DIAGNOSTICS INCORPORATED The present name of the corporation is Quest Diagnostics Incorporated. The corporation was incorporated under the name “Corning Lab Services Inc.” by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on December 12, 1990. This Restated Certificate of Incorp

Subsidiary Guarantors of Securities

Exhibit 22 Subsidiary Guarantors of Securities As of October 23, 2024, the following subsidiaries of Quest Diagnostics Incorporated provided, subject to the terms of such senior notes, unconditional and irrevocable guarantees to the senior notes listed below that were issued by Quest Diagnostics Incorporated pursuant to an offering registered under the Securities Act of 1933, as amended: Securities Issuer Subsidiary Guarantor State of Organization 6.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-12215 Quest Diagnostics Incorporated Delaware 16-1387862 (State of Incorporation) (I.

Quest Diagnostics Reports Third Quarter 2024 Financial Results; Updates Guidance for Full Year 2024

Exhibit 99.1 Quest Diagnostics Reports Third Quarter 2024 Financial Results; Updates Guidance for Full Year 2024 •Third quarter revenues of $2.49 billion, up 8.5% from 2023 •Third quarter reported diluted earnings per share ("EPS") of $1.99, up 1.5% from 2023; and adjusted diluted EPS of $2.30, up 3.6% from 2023 •Full year 2024 revenues now expected to be between $9.80 billion and $9.85 billion; r

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 22, 2024 Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-12215 16-1387862 (Commission File Number) (I.

Press Release of Quest Diagnostics Incorporated dated August 26, 2024

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): August 23, 2024 Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-12215 16-1387862 (Commission File Number) (I.

Quest Diagnostics Prices $1.85 Billion of Senior Notes

Exhibit 99.1 Quest Diagnostics Prices $1.85 Billion of Senior Notes Secaucus, NJ – August 15, 2024 –Quest Diagnostics Incorporated (NYSE: DGX) (the “Company”), a leader in diagnostic information services, today announced the pricing of a public offering of $400 million aggregate principal amount of its 4.600% senior notes due 2027 (the “2027 notes”), $600 million aggregate principal amount of its

Amended and Restated By-Laws of Quest Diagnostics Incorporated, as amended August 14, 2024

Exhibit 3.1 QUEST DIAGNOSTICS INCORPORATED AMENDED AND RESTATED BY-LAWS As amended through August 14, 2024 QUEST DIAGNOSTICS INCORPORATED a Delaware corporation AMENDED AND RESTATED BY-LAWS TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 4 Section 1.01. Annual Meetings 4 Section 1.02. Special Meetings 4 Section 1.03. Notice of Meetings 6 Section 1.04. Quorum; Required Stockholder Vote 7 Section 1.05

Form of the Company’s 4.600% Senior Note due 2027 (incorporated by reference from Exhibit A to Exhibit 4.2 hereof)

Exhibit 4.2 QUEST DIAGNOSTICS INCORPORATED, as Issuer and THE BANK OF NEW YORK MELLON, as Trustee Twenty-Third Supplemental Indenture Dated as of August 19, 2024 TABLE OF CONTENTS Page Article I. DEFINITIONS 3 SECTION 1.1. Certain Terms Defined in the Indenture 3 SECTION 1.2. Definitions 3 SECTION 1.3. Other Definitions 6 Article II. FORM AND TERMS OF THE NOTES 6 SECTION 2.1. Form and Dating 6 SEC

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): August 14, 2024 Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-12215 16-1387862 (Commission File Number) (I.

Underwriting Agreement, dated August 15, 2024

Exhibit 1.1 Execution Version QUEST DIAGNOSTICS INCORPORATED (a Delaware corporation) $400,000,000 4.600% Senior Notes due 2027 $600,000,000 4.625% Senior Notes due 2029 $850,000,000 5.000% Senior Notes due 2034 UNDERWRITING AGREEMENT Dated: August 15, 2024 Table of Contents Page SECTION 1. Representations and Warranties 3 (a) Representations and Warranties by the Company 3 (b) Officer’s Certifica

Joint Book-Running Managers

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(2)  Registration No. 333-266315 PROSPECTUS SUPPLEMENT (To prospectus dated July 25, 2022) $1,850,000,000 Quest Diagnostics Incorporated $400,000,000 4.600% senior notes due 2027 $600,000,000 4.625% senior notes due 2029 $850,000,000 5.000% senior notes due 2034 We are offering $400,000,000 aggregate principal amount of 4.600% senior notes due 2027,

Table 1: Newly Registered and Carry Forward Securities

Calculation of Filing Fee Tables S-3 QUEST DIAGNOSTICS INC Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Debt 4.

Joint Book-Running Managers

TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed.

FINAL TERM SHEET Dated August 15, 2024 Quest Diagnostics Incorporated $400,000,000 4.600% Senior Notes due 2027 $600,000,000 4.625% Senior Notes due 2029 $850,000,000 5.000% Senior Notes due 2034

Free Writing Prospectus Filed pursuant to Rule 433 August 15, 2024 Registration Statement No.

Exhibit 10.1

EXECUTION VERSION 1381-5604-3275.29 EQUITY PURCHASE AGREEMENT by and among BOREALIS INFRASTRUCTURE CORPORATION, BPC HEALTH TRUST, LIFELABS INC., BPC LAB FINANCE LP, 1000923563 ONTARIO INC. and QUEST DIAGNOSTICS INCORPORATED Exhibit 10.1 * Certain information contained in this exhibit, marked by [***], has been omitted because it (i) is not material and (ii) is the type of information that we treat

Subsidiary Guarantors of Securities

Exhibit 22 Subsidiary Guarantors of Securities As of July 24, 2024, the following subsidiaries of Quest Diagnostics Incorporated provided, subject to the terms of such senior notes, unconditional and irrevocable guarantees to the senior notes listed below that were issued by Quest Diagnostics Incorporated pursuant to an offering registered under the Securities Act of 1933, as amended: Securities Issuer Subsidiary Guarantor State of Organization 6.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-12215 Quest Diagnostics Incorporated Delaware 16-1387862 (State of Incorporation) (I.

Quest Diagnostics Reports Second Quarter 2024 Financial Results; Raises Guidance for Full Year 2024

Exhibit 99.1 Quest Diagnostics Reports Second Quarter 2024 Financial Results; Raises Guidance for Full Year 2024 •Second quarter revenues of $2.40 billion, up 2.5% from 2023 •Second quarter reported diluted earnings per share ("EPS") of $2.03, down 1.0% from 2023; and adjusted diluted EPS of $2.35, up 2.2% from 2023 •Full year 2024 revenues now expected to be between $9.50 billion and $9.58 billio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): July 23, 2024 Quest Diagnostics Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): July 23, 2024 Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-12215 16-1387862 (Commission File Number) (I.

Quest Diagnostics to Acquire LifeLabs from OMERS, Enhancing Diagnostic Services for Canadians

Exhibit 99.1 Quest Diagnostics to Acquire LifeLabs from OMERS, Enhancing Diagnostic Services for Canadians Secaucus, NJ and Toronto, Canada — July 3, 2024— Quest Diagnostics (NYSE: DGX), a leading provider of diagnostic information services, today announced a definitive agreement with OMERS to acquire LifeLabs, a trusted provider of community laboratory tests for millions of Canadians, for a value

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): July 2, 2024 Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-12215 16-1387862 (Commission File Number) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-12215 A. Full title of the pla

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 16, 2024 Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-12215 16-1387862 (Commission File Number) (I.

Quest Diagnostics Elects Robert B. Carter, CIO of FedEx Corporation, to Board of Directors

Exhibit 99.1 Quest Diagnostics Elects Robert B. Carter, CIO of FedEx Corporation, to Board of Directors SECAUCUS, N.J. – May 16, 2024 – Quest Diagnostics (NYSE: DGX), a leading provider of diagnostic information services, today announced that its Board of Directors has elected Robert (Rob) B. Carter, a seasoned technology executive, to serve as a director. Including Mr. Carter, the company's Board

Certificate of Amendment to Restated Certificate of Incorporation of the Company, effective as of May 17, 2024

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION OF QUEST DIAGNOSTICS INCORPORATED Quest Diagnostics Incorporated, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies that: 1. The Restated Certificate of Incorporation of the Corporation is hereby amended by amending paragraph (a) of Paragraph 11 thereof to

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 16, 2024 Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-12215 16-1387862 (Commission File Number) (I.

Subsidiary Guarantors of Securities

Exhibit 22 Subsidiary Guarantors of Securities As of April 24, 2024, the following subsidiaries of Quest Diagnostics Incorporated provided, subject to the terms of such senior notes, unconditional and irrevocable guarantees to the senior notes listed below that were issued by Quest Diagnostics Incorporated pursuant to an offering registered under the Securities Act of 1933, as amended: Securities Issuer Subsidiary Guarantor State of Organization 6.

Form of Quest Diagnostics Incorporated 2024 Equity Award Agreement

Equity Award Agreement [Grant Date] EXHIBIT 10.1 Page | 1 Quest Diagnostics Incorporated 2024 Equity Award Agreement This Equity Award Agreement (the “Agreement”) dated as of [Grant Date] (the “Grant Date”) between Quest Diagnostics Incorporated, 500 Plaza Drive, Secaucus, NJ 07094 (the “Company”) and the employee to whom the awards described herein are made (the “Employee”) is subject in all resp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-12215 Quest Diagnostics Incorporated Delaware 16-1387862 (State of Incorporation) (I.

Quest Diagnostics Reports First Quarter 2024 Financial Results; Raises Guidance for Full Year 2024

Exhibit 99.1 Quest Diagnostics Reports First Quarter 2024 Financial Results; Raises Guidance for Full Year 2024 •First quarter revenues of $2.37 billion, up 1.5% from 2023 •First quarter reported diluted earnings per share ("EPS") of $1.72, down 3.4% from 2023; and adjusted diluted EPS of $2.04, flat with 2023 •Full year 2024 revenues now expected to be between $9.40 billion and $9.48 billion; rep

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): April 23, 2024 Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-12215 16-1387862 (Commission File Number) (I.

Vote “Yes” on Shareholder Proposal #5

Quest Diagnostics (DGX) Shareholder Alert Voluntary submission by John Chevedden, POB 2673, Redondo Beach, CA 90278 Quest shareholder since 2012 Please Support Item #5 for Managing Climate Risk Through Science-Based Targets and Transition Planning To Quest Diagnostics Shareholders: I ask shareholders to vote FOR Item 5 at the Quest Diagnostics shareholder meeting on May 16, 2024.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [] Check the appropriate box: [] Preliminary Proxy Statement [] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (as permitted by Rule 14a-6(e)(2)) [X

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [] Check the appropriate box: [] Preliminary Proxy Statement [] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (as permitted by Rule 14a-6(e)(2)) []

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [] Check the appropriate box: [X] Preliminary Proxy Statement [] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (as permitted by Rule 14a-6(e)(2)) [

Subsidiaries of Quest Diagnostics Incorporated

Exhibit 21.1 Quest Diagnostics Incorporated (DE) (Incorporated on December 12, 1990 in Delaware; EIN: 16-1387862) Subsidiaries, Joint Ventures and Affiliates Company Registered Alternate name 100% Quest Diagnostics Holdings Incorporated (DE) 100% Quest Diagnostics International Holdings Limited (UK) 100% Quest Diagnostics Holdings Ltd. (UK) 100% ExamOne Canada, Inc. (New Brunswick) 99.9% Quest Dia

Quest Diagnostics Incorporated Dodd-Frank Clawback Policy, adopted November 13, 2023

Exhibit 97.1 QUEST DIAGNOSTICS INCORPORATED DODD-FRANK CLAWBACK POLICY The Board of Directors (the “Board”) of Quest Diagnostics Incorporated (the “Company”) has adopted this Dodd-Frank Clawback Policy (this “Policy”) in accordance with the applicable provisions of The New York Stock Exchange Listed Company Manual (the “Clawback Rules”), promulgated pursuant to the final rules adopted by the Secur

The Quest Diagnostics Profit Sharing Plan (Amendment and Restatement, effective as of

Exhibit 10.9 THE QUEST DIAGNOSTICS PROFIT SHARING PLAN (Amendment and Restatement Effective as of September 14, 2023) TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 3 ARTICLE II ELIGIBILITY AND PARTICIPATION 18 2.1. Eligibility 18 2.2. Participation 18 2.3. Beneficiary Designation 19 ARTICLE III CONTRIBUTIONS 21 3.1. Employee Contributions 21 3.2. Employer Matching Contributions 25 3.3. Employer Dis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-12215 Quest Diagnostics Incorporated Delaware 16-1387862 (State of Incorporation) (I.

Subsidiary Guarantors of Securities

Exhibit 22 Subsidiary Guarantors of Securities As of February 22, 2024, the following subsidiaries of Quest Diagnostics Incorporated provided, subject to the terms of such senior notes, unconditional and irrevocable guarantees to the senior notes listed below that were issued by Quest Diagnostics Incorporated pursuant to an offering registered under the Securities Act of 1933, as amended: Securities Issuer Subsidiary Guarantor State of Organization 6.

DGX / Quest Diagnostics Incorporated / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01773-questdiagnosticsinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 12)* Name of issuer: Quest Diagnostics Inc Title of Class of Securities: Common Stock CUSIP Number: 74834L100 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to d

Quest Diagnostics Reports Fourth Quarter and Full Year 2023 Financial Results; Provides Guidance for Full Year 2024; Increases Quarterly Dividend 5.6% to $0.75 Per Share

Exhibit 99.1 Quest Diagnostics Reports Fourth Quarter and Full Year 2023 Financial Results; Provides Guidance for Full Year 2024; Increases Quarterly Dividend 5.6% to $0.75 Per Share •Fourth quarter revenues of $2.29 billion, down 1.9% from 2022 •Fourth quarter reported diluted earnings per share ("EPS") of $1.70, up 95.4% from 2022; and adjusted diluted EPS of $2.15, up 8.6% from 2022 •Fourth qua

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): February 1, 2024 Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-12215 16-1387862 (Commission File Number) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 30, 2023 Quest Diagnostics

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 30, 2023 Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-12215 16-1387862 (Commission File Number) (I.

Twenty-Second Supplemental Indenture dated as of November 1, 2023, between the Company and The Bank of New York Mellon (filed as an Exhibit to the Company’s current report on Form 8-K (Date of Report: October 30, 2023) and incorporated herein by reference) (Commission File Number 001-12215)

Exhibit 4.2 QUEST DIAGNOSTICS INCORPORATED, as Issuer and THE BANK OF NEW YORK MELLON, as Trustee Twenty-Second Supplemental Indenture Dated as of November 1, 2023 TABLE OF CONTENTS Page Article I. DEFINITIONS.................................................................................................................3 SECTION 1.1. Certain Terms Defined in the Indenture.........................

Form of 6.400% Senior Note due 2033 (filed as an Exhibit to the Company’s current report on Form 8-K (Date of Report October 30, 2023) and incorporated herein by reference) (Commission File Number 001-12215)

Exhibit 1.1 EXECUTION VERSION QUEST DIAGNOSTICS INCORPORATED (a Delaware corporation) $750,000,000 6.400% Senior Notes due 2033 UNDERWRITING AGREEMENT Dated: October 30, 2023 Table of Contents Page SECTION 1. Representations and Warranties 3 (a) Representations and Warranties by the Company 3 (b) Officer’s Certificates 14 SECTION 2. Sale and Delivery to Underwriters; Closing 14 (a) Notes 14 (b) Pu

Quest Diagnostics Prices $750 Million of Senior Notes

Exhibit 99.1 Quest Diagnostics Prices $750 Million of Senior Notes SECAUCUS, N.J., October 30, 2023 /PRNewswire/ - Quest Diagnostics Incorporated (NYSE: DGX), the world's leading provider of diagnostic information services, announced today the pricing of a public offering of $750 million aggregate principal amount of its 6.400% senior notes due 2033 under Quest Diagnostics' shelf registration stat

Calculation of Filing Fee Tables (Form Type) Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables 424(b)(2) (Form Type) Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee (1) Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Debt 6.

$750,000,000 Quest Diagnostics Incorporated $750,000,000 6.400% Senior Notes due 2033

Filed Pursuant to Rule 424(b)(2) Registration No. 333-266315 PROSPECTUS SUPPLEMENT (To prospectus dated July 25, 2022) $750,000,000 Quest Diagnostics Incorporated $750,000,000 6.400% Senior Notes due 2033 We are offering $750,000,000 aggregate principal amount of 6.400% senior notes due 2033 (the “notes”). The notes will mature on November 30, 2033. We will pay interest on the notes semiannually o

FINAL TERM SHEET Dated October 30, 2023 Quest Diagnostics Incorporated $750,000,000 6.400% Senior Notes due 2033

Free Writing Prospectus Filed pursuant to Rule 433 October 30, 2023 Registration Statement No.

Subject to Completion Preliminary Prospectus Supplement, dated October 30, 2023

Filed Pursuant to Rule 424(b)(2) Registration No. 333-266315 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to

===================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 QUEST DIAGNOSTICS INCORPORATED (Exact name

Registration No. ===================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ======================= FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ======================= QUEST DIAGNOSTICS INCORPORATED (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of i

Calculation of Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Table Form S-8 (Form Type) Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, Par Value $0.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-12215 Quest Diagnostics Incorporated Delaware 16-1387862 (State of Incorporation) (I.

Subsidiary Guarantors of Securities

Exhibit 22 Subsidiary Guarantors of Securities As of October 25, 2023, the following subsidiaries of Quest Diagnostics Incorporated provided, subject to the terms of such senior notes, unconditional and irrevocable guarantees to the senior notes listed below that were issued by Quest Diagnostics Incorporated pursuant to an offering registered under the Securities Act of 1933, as amended: Securities Issuer Subsidiary Guarantor State of Organization 6.

Amendment No. 8 to Sixth Amended and Restated Credit and Security Agreement, dated as of October 19, 2023 (filed as an Exhibit to the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2023 and incorporated herein by reference) (Commission File Number 001-12215)

Exhibit 99.1 AMENDMENT NO. 8 TO SIXTH AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT This Amendment No. 8 to Sixth Amended and Restated Credit and Security Agreement (this “Amendment”) is entered into as of October 19, 2023 (the “Effective Date”), by and among: (1) QUEST DIAGNOSTICS RECEIVABLES INC., a Delaware corporation (together with its successors and permitted assigns, the “Borrower”), (

Amendment No. 2 to Fourth Amended and Restated Receivables Sale Agreement, dated as of October 19, 2023 (filed as an Exhibit to the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2023 and incorporated herein by reference) (Commission File Number 001-12215)

Exhibit 99.2 AMENDMENT NO. 2 TO FOURTH AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT THIS AMENDMENT NO. 2 TO FOURTH AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time, this “Amendment”), dated as of October 19, 2023, is entered into by and between: (1) Quest Diagnostics Incorporated, a Delaware corporation, Quest Diagnostic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 24, 2023 Quest Diagnostics

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 24, 2023 Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-12215 16-1387862 (Commission File Number) (I.

Quest Diagnostics Reports Third Quarter 2023 Financial Results; Updates Guidance for Full Year 2023

Exhibit 99.1 Quest Diagnostics Reports Third Quarter 2023 Financial Results; Updates Guidance for Full Year 2023 •Third quarter revenues of $2.30 billion, down 7.7% from 2022 •Third quarter reported diluted earnings per share ("EPS") of $1.96, down 9.7% from 2022; and adjusted diluted EPS of $2.22, down 5.9% from 2022 •Third quarter base business revenues of $2.27 billion, up 4.6% from 2022 •Full

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): September 28, 2023 Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-12215 16-1387862 (Commission File Number) (I.

Amended and Restated Quest Diagnostics Incorporated Employee Long-Term Incentive Plan as amended March 31, 2023 (filed as an Exhibit to the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2023 and incorporated herein by reference) (Commission File Number 001-12215)

Exhibit 10.1 Amended and Restated Quest Diagnostics Incorporated Employee Long-Term Incentive Plan (As amended March 31, 2023) 1. THE PLAN (a) Purpose. This Amended and Restated Quest Diagnostics Incorporated Employee Long-Term Incentive Plan (the “Plan”) is intended to benefit the stockholders of Quest Diagnostics Incorporated (the “Company”) by providing a means to attract, retain and reward ind

Subsidiary Guarantors of Securities

Exhibit 22 Subsidiary Guarantors of Securities As of July 27, 2023, the following subsidiaries of Quest Diagnostics Incorporated provided, subject to the terms of such senior notes, unconditional and irrevocable guarantees to the senior notes listed below that were issued by Quest Diagnostics Incorporated pursuant to an offering registered under the Securities Act of 1933, as amended: Securities Issuer Subsidiary Guarantor State of Organization 6.

Amended and Restated Employee Stock Purchase Plan, as amended, effective as of May 16, 2023 (filed as an Exhibit to the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2023 and incorporated herein by reference) (Commission File Number 001-12215)

Exhibit 10.2 Amended and Restated Employee Stock Purchase Plan (As approved by the stockholders on May 4, 2006 and as amended effective as of May 16, 2023) The purpose of the Employee Stock Purchase Plan (the “Program”) of Quest Diagnostics Incorporated (the “Corporation”) is to provide to employees an ongoing opportunity to purchase shares of Common Stock of the Corporation, par value $0.01 per s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-12215 Quest Diagnostics Incorporated Delaware 16-1387862 (State of Incorporation) (I.

Quest Diagnostics Reports Second Quarter 2023 Financial Results; Updates Guidance for Full Year 2023

Exhibit 99.1 Quest Diagnostics Reports Second Quarter 2023 Financial Results; Updates Guidance for Full Year 2023 •Second quarter revenues of $2.34 billion, down 4.7% from 2022 •Second quarter reported diluted earnings per share ("EPS") of $2.05, up 4.6% from 2022; and adjusted diluted EPS of $2.30, down 2.5% from 2022 •Second quarter base business revenues of $2.30 billion, up 9.5% from 2022 •Ful

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): July 26, 2023 Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-12215 16-1387862 (Commission File Number) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-12215 A. Full title of the pla

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 17, 2023 Quest Diagnostics Inco

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 17, 2023 Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-12215 16-1387862 (Commission File Number) (I.

Amendment No. 1, dated as of March 31, 2023, relating to the Third Amended and Restated Credit Agreement, dated as of November 23, 2021, among Quest Diagnostics Incorporated, as Borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and other agents party thereto and which includes, as Exhibit A, the Third Amended and Restated Credit Agreement

Exhibit 99.1 THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 23, 2021 among QUEST DIAGNOSTICS INCORPORATED, as Borrower, THE LENDERS IDENTIFIED HEREIN, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and MORGAN STANLEY SENIOR FUNDING, INC., as Syndication Agent JPMORGAN CHASE BANK, N.A., MORGAN STANLEY SENIOR FUNDING, INC., MIZUHO BANK, LTD., and WELLS FARGO SECURITIES, LLC, a

Subsidiary Guarantors of Securities

Exhibit 22 Subsidiary Guarantors of Securities As of April 28, 2023, the following subsidiaries of Quest Diagnostics Incorporated provided, subject to the terms of such senior notes, unconditional and irrevocable guarantees to the senior notes listed below that were issued by Quest Diagnostics Incorporated pursuant to an offering registered under the Securities Act of 1933, as amended: Securities Issuer Subsidiary Guarantor State of Organization 6.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-12215 Quest Diagnostics Incorporated Delaware 16-1387862 (State of Incorporation) (I.

Quest Diagnostics to Acquire Haystack Oncology, Adding Sensitive Liquid Biopsy Technology for Improving Personalized Cancer Care to Oncology Portfolio Goal to improve patient outcomes through early, accurate detection of residual or recurring cancer

Exhibit 99.2 Quest Diagnostics to Acquire Haystack Oncology, Adding Sensitive Liquid Biopsy Technology for Improving Personalized Cancer Care to Oncology Portfolio Goal to improve patient outcomes through early, accurate detection of residual or recurring cancer Haystack’s highly sensitive minimal-residual disease cancer-detection technology to be combined with Quest’s oncology, genomics and patho

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): April 27, 2023 Quest Diagnostics In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): April 27, 2023 Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-12215 16-1387862 (Commission File Number) (I.

Quest Diagnostics Reports First Quarter 2023 Financial Results; Updates Guidance for Full Year 2023

Exhibit 99.1 Quest Diagnostics Reports First Quarter 2023 Financial Results; Updates Guidance for Full Year 2023 •First quarter revenues of $2.33 billion, down 10.7% from 2022 •First quarter reported diluted earnings per share ("EPS") of $1.78, down 39.0% from 2022; and adjusted diluted EPS of $2.04, down 36.6% from 2022 •First quarter base business revenues of $2.21 billion, up 10.0% from 2022 •F

Quest Diagnostics (DGX)

Quest Diagnostics (DGX) Shareholder Alert Voluntary submission by John Chevedden, POB 2673, Redondo Beach, CA 90278 Quest shareholder since 2012 Please Support Item #6 for Greenhouse Gas Reduction and Transition Plan To Quest Diagnostics Shareholders: I ask shareholders to vote FOR Item 6 at the Quest Diagnostics shareholder meeting on May 17, 2023.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [] Check the appropriate box: [] Preliminary Proxy Statement [] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (as permitted by Rule 14a-6(e)(2)) []

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [] Check the appropriate box: [] Preliminary Proxy Statement [] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (as permitted by Rule 14a-6(e)(2)) [X

2023 INVESTOR DAY Optimizing Operations to Drive Growth Cathy Doherty Senior Vice President, Regional Businesses

2023 INVESTOR DAY Optimizing Operations to Drive Growth Cathy Doherty Senior Vice President, Regional Businesses SAFE HARBOR DISCLOSURE The statements in the following presentations which are not historical facts may be forward looking statements.

2023 INVESTOR DAY Long Term Financial Outlook Sam Samad Executive Vice President, Chief Financial Officer

2023 INVESTOR DAY Long Term Financial Outlook Sam Samad Executive Vice President, Chief Financial Officer SAFE HARBOR DISCLOSURE The statements in the following presentations which are not historical facts may be forward looking statements.

2023 INVESTOR DAY Molecular Genomics and Oncology Mark Gardner Senior Vice President, Molecular Genomics & Oncology

2023 INVESTOR DAY Molecular Genomics and Oncology Mark Gardner Senior Vice President, Molecular Genomics & Oncology The statements in the following presentations which are not historical facts may be forward looking statements.

2023 INVESTOR DAY Driving Sustainable Growth in a Post-Pandemic World Jim Davis Chief Executive Officer and President

2023 INVESTOR DAY Driving Sustainable Growth in a Post-Pandemic World Jim Davis Chief Executive Officer and President SAFE HARBOR DISCLOSURE The statements in the following presentations which are not historical facts may be forward looking statements.

Quest Diagnostics to Discuss Strategic Priorities to Drive Growth and Create Shareholder Value at 2023 Investor Day

Quest Diagnostics to Discuss Strategic Priorities to Drive Growth and Create Shareholder Value at 2023 Investor Day • Updates 2023-26 compound annual growth rate (CAGR): Revenues expected to grow at mid single-digit rate; adjusted diluted earnings per share (EPS)* expected to grow at high single-digit rate • Recommits to Invigorate savings and productivity improvements of approximately 3% annually • Guidance for 2023 provided on February 2, 2023 remains unchanged SECAUCUS, N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 16, 2023 Quest Diagnostics In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 16, 2023 Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-12215 16-1387862 (Commission File Number) (I.

Quest Diagnostics Board of Directors Elects James E. Davis Chairman of the Board

Exhibit 99.1 Quest Diagnostics Board of Directors Elects James E. Davis Chairman of the Board SECAUCUS, N.J., DATE /PRNewswire/ - Quest Diagnostics (NYSE: DGX), the world's leading provider of diagnostic information services, today announced that its Board of Directors elected James E. Davis, the company's Chief Executive Officer and President, to serve in the additional position of Chairman of th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 3, 2023 Quest Diagnostics Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 3, 2023 Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-12215 16-1387862 (Commission File Number) (I.

Amendment No. 7 to Sixth Amended and Restated Credit and Security Agreement, dated as of October 20, 2022 (filed as an Exhibit to the Company's 2022 annual report on Form 10-K and incorporated herein by reference) (Commission File Number 001-12215)

Exhibit 99.10 AMENDMENT NO. 7 TO SIXTH AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT This Amendment No. 7 to Sixth Amended and Restated Credit and Security Agreement (this “Amendment”) is entered into as of October 20, 2022 (the “Effective Date”), by and among: (1) QUEST DIAGNOSTICS RECEIVABLES INC., a Delaware corporation (together with its successors and permitted assigns, the “Borrower”),

Subsidiaries of Quest Diagnostics Incorporated

Exhibit 21.1 Quest Diagnostics Incorporated (DE) (Incorporated on December 12, 1990 in Delaware; EIN: 16-1387862) Subsidiaries, Joint Ventures and Affiliates Company Registered Alternate name 100% Quest Diagnostics Holdings Incorporated (DE) 100% Quest Diagnostics International Holdings Limited (UK) 100% Quest Diagnostics Holdings Ltd. (UK) 100% ExamOne Canada, Inc. (New Brunswick) 99.9% Quest Dia

Group Joinder Agreement, among Reprosource Fertility Diagnostics, Inc., Blueprint Genetics, Inc., and Mid America Clinical Laboratories, LLC, dated as of August 13, 2021, related to the Fourth Amended and Restated Receivables Sales Agreement, dated October 28, 2015, among Quest Diagnostics Incorporated and certain of its subsidiaries

Exhibit 99.12 GROUP JOINDER AGREEMENT Dated as of August 13, 2021 THIS GROUP JOINDER AGREEMENT (this “Joinder Agreement”) is executed and delivered by Reprosource Fertility Diagnostics, Inc., a Massachusetts corporation, Blueprint Genetics, Inc., a Delaware corporation, and Mid America Clinical Laboratories, LLC, an Indiana limited liability company (each, a “New Seller” and collectively, the “New

Amendment No. 1 to Quest Diagnostics Supplemental Deferred Compensation Plan (Post 2004) (as amended and restated December 1, 2020), dated as of November 29, 2022.

Exhibit 10.5 Amendment No. 1 to Quest Diagnostics Supplemental Deferred Compensation Plan (as amended and restated December 1, 2020) The Quest Diagnostics Supplemental Deferred Compensation Plan (Post — 2004), as amended and restated December 1, 2020, is hereby amended effective November 29, 2022, by amending and restating Section 3.2(a) to provide: (a) Employer Contributions. An Employer shall cr

Amendment No. 1 To the Quest Diagnostics Profit Sharing Plan (as amended and restated effective August 15, 2021) dated as of December 5, 2022.

Exhibit 10.10 AMENDMENT NO. 1 TO THE QUEST DIAGNOSTICS PROFIT SHARING PLAN (as amended and restated effective August 15, 2021) The Quest Diagnostics Profit Sharing Plan, as presently maintained under an amendment and restatement effective August 15, 2021 (the “Plan”), is hereby amended in the following respects, effective as provided: 1.Effective January 1, 2022, the first paragraph of the definit

Aircraft Time Sharing Agreement dated as of February 16, 2023 between Quest Diagnostics Clinical Laboratories, Inc. and James E. Davis (filed as an Exhibit to the Company's

Exhibit 10.20 AIRCRAFT TIME SHARING AGREEMENT Dated as of the 16th day of February, 2023, between QUEST DIAGNOSTICS CLINICAL LABORATORIES, INC., as Time Share Lessor, and JAMES E. DAVIS, as Time Share Lessee, concerning the aircraft listed in Exhibit B hereto * * * INSTRUCTIONS FOR COMPLIANCE WITH "TRUTH IN LEASING" REQUIREMENTS UNDER FAR § 91.23 Within 24 hours after execution of this Agreement:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-12215 Quest Diagnostics Incorporated Delaware 16-1387862 (State of Incorporation) (I.

Description of Securities

Exhibit 4.32 DESCRIPTION OF COMMON STOCK REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 General The following is a description of the material terms of the common stock, par value $0.01 per share (“common stock”) of Quest Diagnostics Incorporated (the “Company”) included in our restated certificate of incorporation and our amended and restated by-laws and is only a summar

Subsidiary Guarantors of Securities

Exhibit 22 Subsidiary Guarantors of Securities As of February 21, 2023, the following subsidiaries of Quest Diagnostics Incorporated provided, subject to the terms of such senior notes, unconditional and irrevocable guarantees to the senior notes listed below that were issued by Quest Diagnostics Incorporated pursuant to an offering registered under the Securities Act of 1933, as amended: Securities Issuer Subsidiary Guarantor State of Organization 6.

DGX / Quest Diagnostics Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 11)* Name of issuer: Quest Diagnostics Inc. Title of Class of Securities: Common Stock CUSIP Number: 74834L100 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is file

Quest Diagnostics Increases Dividend 7.6% To $0.71 Per Quarter; Announces $1 Billion Increase in Share Repurchase Authorization

Exhibit 99.2 Quest Diagnostics Increases Dividend 7.6% To $0.71 Per Quarter; Announces $1 Billion Increase in Share Repurchase Authorization SECAUCUS, N.J., Feb. 2, 2023 - Quest Diagnostics Incorporated (NYSE: DGX), the world's leading provider of diagnostic information services, announced today the Company’s Board of Directors has authorized a 7.6% increase in its quarterly dividend from $0.66 to

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): February 2, 2023 Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-12215 16-1387862 (Commission File Number) (I.

QUEST DIAGNOSTICS REPORTS FOURTH QUARTER AND FULL YEAR 2022 FINANCIAL RESULTS; PROVIDES GUIDANCE FOR FULL YEAR 2023

Exhibit 99.1 QUEST DIAGNOSTICS REPORTS FOURTH QUARTER AND FULL YEAR 2022 FINANCIAL RESULTS; PROVIDES GUIDANCE FOR FULL YEAR 2023 •Fourth quarter revenues of $2.33 billion, down 15.0% from 2021 •Fourth quarter reported diluted earnings per share ("EPS") of $0.87, down 72.1% from 2021; and adjusted diluted EPS of $1.98, down 40.5% from 2021 •Fourth quarter base business revenues of $2.15 billion, up

Amended and Restated Quest Diagnostics Incorporated Executive Officer Severance Plan, as amended November 16, 2022 (filed as an Exhibit to the Company's current report on Form 8-K (Date of Report: November 14, 2022) and incorporated herein by reference) (Commission File Number 001-12215)

Exhibit 10.1 AMENDED AND RESTATED QUEST DIAGNOSTICS INCORPORATED EXECUTIVE OFFICER SEVERANCE PLAN 1. Purpose. The purpose of the Quest Diagnostics Incorporated Executive Officer Severance Plan (together with the attached schedules, appendices and exhibits, the ?Plan?) is to secure the continued services of the executive officers of the Company and provide these executives with certain termination

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 14, 2022 Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-12215 16-1387862 (Commission File Number) (I.

Amended and Restated By-Laws of the Company, as amended November 14, 2022 (filed as an Exhibit to the Company's current report on Form 8-K (Date of Report: November 14, 2022) and incorporated herein by reference) (Commission File Number 001-12215)

Exhibit 3.1 QUEST DIAGNOSTICS INCORPORATED AMENDED AND RESTATED BY-LAWS As amended through November 14, 2022 QUEST DIAGNOSTICS INCORPORATED a Delaware corporation AMENDED AND RESTATED BY-LAWS 2 TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS ......................................................................................................4 Section 1.01. Annual Meetings ..........................

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 31, 2022 Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-12215 16-1387862 (Commission File Number) (I.

Quest Diagnostics Completes Leadership Succession as Jim Davis Becomes CEO and President, Joins Board of Directors –Former CEO Steve Rusckowski remains as Chairman through March 2023

Exhibit 99.1 Quest Diagnostics Completes Leadership Succession as Jim Davis Becomes CEO and President, Joins Board of Directors ?Former CEO Steve Rusckowski remains as Chairman through March 2023 Secaucus, NJ, Nov. 1, 2022 ? Quest Diagnostics (NYSE: DGX), the world's leading provider of diagnostic information services, today announced that Jim Davis has succeeded Steve Rusckowski as the CEO and Pr

Amended and Restated Quest Diagnostics Incorporated Executive Officer Severance Plan as amended November 1, 2022.

EX-10.1 2 dgx10282022ex101.htm EX-10.1 EXHIBIT 10.1 AMENDED AND RESTATED QUEST DIAGNOSTICS INCORPORATED EXECUTIVE OFFICER SEVERANCE PLAN 1. Purpose. The purpose of the Quest Diagnostics Incorporated Executive Officer Severance Plan (together with the attached schedules, appendices and exhibits, the “Plan”) is to secure the continued services of the executive officers of the Company and provide the

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 28, 2022 Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-12215 16-1387862 (Commission File Number) (I.

Subsidiary Guarantors of Securities

Exhibit 22 Subsidiary Guarantors of Securities As of October 21, 2022, the following subsidiaries of Quest Diagnostics Incorporated provided, subject to the terms of such senior notes, unconditional and irrevocable guarantees to the senior notes listed below that were issued by Quest Diagnostics Incorporated pursuant to an offering registered under the Securities Act of 1933, as amended: Securities Issuer Subsidiary Guarantor State of Organization 6.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-12215 Quest Diagnostics Incorporated Delaware 16-1387862 (State of Incorporation) (I.

Amended and Restated Quest Diagnostics Incorporated Executive Officer Severance Plan as amended July 25, 2022

EXHIBIT 10.1 AMENDED AND RESTATED QUEST DIAGNOSTICS INCORPORATED EXECUTIVE OFFICER SEVERANCE PLAN 1. Purpose. The purpose of the Quest Diagnostics Incorporated Executive Officer Severance Plan (together with the attached schedules, appendices and exhibits, the ?Plan?) is to secure the continued services of the executive officers of the Company and provide these executives with certain termination

Restated Certificate of Incorporation (filed as an Exhibit to the Company's quarterly report on Form 10-Q for the quarter ended September 30, 2022 and incorporated herein by reference) (Commission File Number 001-12215)

Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF QUEST DIAGNOSTICS INCORPORATED The present name of the corporation is Quest Diagnostics Incorporated. The corporation was incorporated under the name ?Corning Lab Services Inc.? by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on December 12, 1990. This Restated Certificate of Incorp

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 20, 2022 Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-12215 16-1387862 (Commission File Number) (I.

Quest Diagnostics Reports Third Quarter 2022 Financial Results; Raises Guidance for Full Year 2022

Exhibit 99.1 Quest Diagnostics Reports Third Quarter 2022 Financial Results; Raises Guidance for Full Year 2022 ?Third quarter revenues of $2.49 billion, down 10.4% from 2021 ?Third quarter reported diluted earnings per share ("EPS") of $2.17, down 46.0% from 2021; and adjusted diluted EPS of $2.36, down 40.4% from 2021 ?Third quarter base business revenues of $2.17 billion, up 5.1% from 2021 ?Ful

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registrat

Form T-1 Statement of Eligibility of The Bank of New York Mellon, as trustee with respect to the indenture dated as of June 27, 2001

EX-25.1 5 ss1185741ex2501.htm STATEMENT OF ELIGIBILITY Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) || THE BANK OF NEW YORK MELLON (Exact name of trus

Subsidiary Guarantors

Exhibit 22.1 Subsidiary Guarantors of Securities As of July 25, 2022, the following subsidiaries of Quest Diagnostics Incorporated provided, subject to the terms of such senior notes, unconditional and irrevocable guarantees to the senior notes listed below that were issued by Quest Diagnostics Incorporated pursuant to an offering registered under the Securities Act of 1933, as amended: Securities

As filed with the Securities and Exchange Commission on July 25, 2022

As filed with the Securities and Exchange Commission on July 25, 2022 Registration No.

Subsidiary Guarantors

Exhibit 22 Subsidiary Guarantors of Securities As of July 22, 2022, the following subsidiaries of Quest Diagnostics Incorporated provided, subject to the terms of such senior notes, unconditional and irrevocable guarantees to the senior notes listed below that were issued by Quest Diagnostics Incorporated pursuant to an offering registered under the Securities Act of 1933, as amended: Securities Issuer Subsidiary Guarantor State of Organization 6.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-12215 Quest Diagnostics Incorporated Delaware 16-1387862 (State of Incorporation) (I.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): July 21, 2022 Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-12215 16-1387862 (Commission File Number) (I.

Quest Diagnostics Reports Second Quarter 2022 Financial Results; Raises Guidance for Full Year 2022

Exhibit 99.1 Quest Diagnostics Reports Second Quarter 2022 Financial Results; Raises Guidance for Full Year 2022 ?Second quarter revenues of $2.45 billion, down 3.8% from 2021 ?Second quarter reported diluted earnings per share ("EPS") of $1.96, down 60.5% from 2021; and adjusted diluted EPS of $2.36, down 25.8% from 2021 ?Second quarter base business revenues of $2.10 billion, up 2.9% from 2021 ?

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K (Mark One)

11-K 1 dgx12312021profitsharingpl.htm 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR o TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): June 8, 2022 Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-12215 16-1387862 (Commission File Number) (I.

Quest Diagnostics Names Sam Samad Executive Vice President and Chief Financial Officer

Exhibit 99.1 Quest Diagnostics Names Sam Samad Executive Vice President and Chief Financial Officer SECAUCUS, N.J., June 9, 2022 - Quest Diagnostics (NYSE: DGX), the world's leading provider of diagnostic information services, announced today that Sam Samad will become Executive Vice President and Chief Financial Officer. He will succeed Mark Guinan, who, in February, following eight and a half ye

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 20, 2022 Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-12215 16-1387862 (Commission File Number) (I.

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 18, 2022 Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-12215 16-1387862 (Commission File Number) (I.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 19, 2022 Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-12215 16-1387862 (Commission File Number) (I.

Certificate of Amendment to Restated Certificate of Incorporation of the Company, effective May 19, 2022

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION OF QUEST DIAGNOSTICS INCORPORATED Quest Diagnostics Incorporated, a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), hereby certifies that: 1. The Restated Certificate of Incorporation of the Corporation is hereby amended by amending Paragraph 7 to read in its entirety as fo

Amended and Restated By-laws of Quest Diagnostics Incorporated, as amended effective May 19, 2022

Exhibit 3.2 QUEST DIAGNOSTICS INCORPORATED AMENDED AND RESTATED BY-LAWS As amended through May 19, 2022 QUEST DIAGNOSTICS INCORPORATED a Delaware corporation AMENDED AND RESTATED BY-LAWS TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 4 Section 1.01. Annual Meetings 4 Section 1.02. Special Meetings 4 Section 1.03. Notice of Meetings 6 Section 1.04. Quorum; Required Stockholder Vote 7 Section 1.05. N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-12215 Quest Diagnostics Incorporated Delaware 16-1387862 (State of Incorporation) (I.

Quest Diagnostics Incorporated (DGX)

Quest Diagnostics Incorporated (DGX) Shareholder Alert Voluntary submission by John Chevedden, POB 2673, Redondo Beach, CA 90278 Quest Diagnostics Shareholder since 2012 Please Vote For Proposal 6 ? Shareholder Right to Call a Special Shareholder Meeting It is important to vote for this Proposal to address the major league strike against our current right to call a special shareholder meeting.

Subsidiary Guarantors

Exhibit 22 Subsidiary Guarantors of Securities As of April 22, 2022, the following subsidiaries of Quest Diagnostics Incorporated provided, subject to the terms of such senior notes, unconditional and irrevocable guarantees to the senior notes listed below that were issued by Quest Diagnostics Incorporated pursuant to an offering registered under the Securities Act of 1933, as amended: Securities Issuer Subsidiary Guarantor State of Organization 6.

Quest Diagnostics Reports First Quarter 2022 Financial Results; Raises Guidance for Full Year 2022

Exhibit 99.1 Quest Diagnostics Reports First Quarter 2022 Financial Results; Raises Guidance for Full Year 2022 ?First quarter revenues of $2.61 billion, down 4.0% from 2021 ?First quarter reported diluted earnings per share ("EPS") of $2.92, down 15.6% from 2021; and adjusted diluted EPS of $3.22, down 14.4% from 2021 ?Base business revenues of $2.01 billion, up 6.3% from 2021 ?Full year 2022 rep

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): April 21, 2022 Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-12215 16-1387862 (Commission File Number) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 ss916215def14a.htm PRELIMINARY PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [] Check the appropriate box: [] Preliminary Proxy Statement [] CONFIDENTIAL, FOR USE OF

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

PRE 14A 1 ss907775pre14a.htm PRELIMINARY PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [] Check the appropriate box: [X] Preliminary Proxy Statement [] CONFIDENTIAL, FOR USE OF

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): February 24, 2022 Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-12215 16-1387862 (Commission File Number) (I.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A Amendment No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): February 24, 2022 Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-12215 16-1387862 (Commission File Number) (I.

Subsidiary Guarantors of Securities

Exhibit 22 Subsidiary Guarantors of Securities As of February 1, 2022, the following subsidiaries of Quest Diagnostics Incorporated provided, subject to the terms of such senior notes, unconditional and irrevocable guarantees to the senior notes listed below that were issued by Quest Diagnostics Incorporated pursuant to an offering registered under the Securities Act of 1933, as amended: Securities Issuer Subsidiary Guarantor State of Organization 6.

Amendment No. 6 to Sixth Amended and Restated Credit and Security Agreement, dated as of October 21, 2021 (filed as an Exhibit to the Company's 2021 annual report on Form 10-K and incorporated herein by reference) (Commission File Number 001-12215)

Exhibit 99.9 AMENDMENT NO. 6 TO SIXTH AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT This Amendment No. 6 to Sixth Amended and Restated Credit and Security Agreement (this ?Amendment?) is entered into as of October 21, 2021 (the ?Effective Date?), by and among: (1) QUEST DIAGNOSTICS RECEIVABLES INC., a Delaware corporation (together with its successors and permitted assigns, the ?Borrower?), (

Amendment and Restatement Agreement, dated as of November 23, 2021, relating to the Second Amended and Restated Credit Agreement, dated as of March 22, 2018, among Quest Diagnostics Incorporated, as Borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and other agents party thereto and which includes, as Exhibit A, the Third Restated Credit Agreement

Exhibit 99.10 THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 23, 2021 among QUEST DIAGNOSTICS INCORPORATED, as Borrower, THE LENDERS IDENTIFIED HEREIN, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and MORGAN STANLEY SENIOR FUNDING, INC., as Syndication Agent JPMORGAN CHASE BANK, N.A., MORGAN STANLEY SENIOR FUNDING, INC., MIZUHO BANK, LTD., and WELLS FARGO SECURITIES, LLC,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2021 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-12215 Quest Diagnostics Incorporated Delaware 16-1387862 (State of Incorporation) (I.

Subsidiaries of Quest Diagnostics Incorporated

Exhibit 21.1 Quest Diagnostics Incorporated (DE) (Incorporated on December 12, 1990 in Delaware; EIN: 16-1387862) Subsidiaries, Joint Ventures and Affiliates as of February 1, 2022 Company Registered Alternate name 100% Quest Diagnostics Holdings Incorporated (DE) 100% Quest Diagnostics International Holdings Limited (UK) 100% Quest Diagnostics Holdings Ltd. (UK) 100% ExamOne Canada, Inc. (New Bru

DGX / Quest Diagnostics Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: Quest Diagnostics Inc. Title of Class of Securities: Common Stock CUSIP Number: 74834L100 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is file

Quest Diagnostics Announces Leadership Succession Plan

Quest Diagnostics Announces Leadership Succession Plan - Chairman and CEO Steve Rusckowski to remain CEO through October 2022 and continue as Executive Chairman - James E.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): February 3, 2022 Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-12215 16-1387862 (Commission File Number) (I.

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): February 3, 2022 Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-12215 16-1387862 (Commission File Number) (I.

QUEST DIAGNOSTICS REPORTS FOURTH QUARTER AND FULL YEAR 2021 FINANCIAL RESULTS; PROVIDES GUIDANCE FOR FULL YEAR 2022; INCREASES QUARTERLY DIVIDEND 6.5% TO $0.66 PER SHARE

Exhibit 99.1 QUEST DIAGNOSTICS REPORTS FOURTH QUARTER AND FULL YEAR 2021 FINANCIAL RESULTS; PROVIDES GUIDANCE FOR FULL YEAR 2022; INCREASES QUARTERLY DIVIDEND 6.5% TO $0.66 PER SHARE ?Full year revenues of $10.79 billion, up 14.3% from 2020 ?Full year diluted earnings per share ("EPS") of $15.55, up 48.5% from 2020; and adjusted diluted EPS of $14.24, up 27.4% from 2020 ?Full year cash provided by

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): January 12, 2022 Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-12215 16-1387862 (Commission File Number) (I.

QUEST DIAGNOSTICS ANNOUNCES PRELIMINARY FOURTH QUARTER AND FULL YEAR 2021 FINANCIAL RESULTS

QUEST DIAGNOSTICS ANNOUNCES PRELIMINARY FOURTH QUARTER AND FULL YEAR 2021 FINANCIAL RESULTS SECAUCUS, N.

Quest Diagnostics Supplemental Deferred Compensation Plan (Post - 2004) Amended and Restated December 1, 2020

Exhibit 10.2 QUEST DIAGNOSTICS SUPPLEMENTAL DEFERRED COMPENSATION PLAN (POST ? 2004) AMENDED AND RESTATED DECEMBER 1, 2020 PREAMBLE Effective as of January 1, 1999, Quest Diagnostics adopted the Quest Diagnostics Supplemental Deferred Compensation Plan for the benefit of certain of its Employees. As a result of the enactment in 2004 of Section 409A of the Internal Revenue Code of 1986, as amended,

redit and Security Agreement

Exhibit 99.1 AMENDMENT NO. 5 TO SIXTH AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT This Amendment No. 5 to Sixth Amended and Restated Credit and Security Agreement (this ?Amendment?) is entered into as of August 13, 2021 (the ?Effective Date?), by and among: (1) QUEST DIAGNOSTICS RECEIVABLES INC., a Delaware corporation (together with its successors and permitted assigns, the ?Borrower?), (2

The Quest Diagnostics Profit Sharing Plan (Amendment and Restatement, effective as of August 15, 2021)

Exhibit 10.1 THE QUEST DIAGNOSTICS PROFIT SHARING PLAN (Amendment and Restatement, Effective as of August 15, 2021) 141815.2 Table of Contents Page ARTICLE I DEFINITIONS 3 ARTICLE II ELIGIBILITY AND PARTICIPATION 18 2.1. Eligibility 18 2.2. Participation 18 2.3. Beneficiary Designation 19 ARTICLE III CONTRIBUTIONS 21 3.1. Employee Pre-Tax Contributions 21 3.2. Employer Matching Contributions 25 3.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-12215 Quest Diagnostics Incorporated Delaware 16-1387862 (State of Incorporation) (I.

Subsidiary Guarantors

Exhibit 22 Subsidiary Guarantors of Securities As of October 22, 2021, the following subsidiaries of Quest Diagnostics Incorporated provided, subject to the terms of such senior notes, unconditional and irrevocable guarantees to the senior notes listed below that were issued by Quest Diagnostics Incorporated pursuant to an offering registered under the Securities Act of 1933, as amended: Securities Issuer Subsidiary Guarantor State of Organization 6.

Quest Diagnostics Reports Third Quarter 2021 Financial Results, Raises Outlook for Full Year 2021

EX-99.1 2 dgx093020218-kex991.htm EX-99.1 Quest Diagnostics Reports Third Quarter 2021 Financial Results, Raises Outlook for Full Year 2021 •Third quarter revenues of $2.77 billion, down 0.4% from 2020 •Third quarter reported diluted earnings per share ("EPS") of $4.02, down 2.8% from 2020; and adjusted diluted EPS of $3.96, down 7.9% from 2020 •Year to date cash provided by operations of $1.75 bi

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 21, 2021 Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-12215 16-1387862 (Commission File Number) (I.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 8, 2021 Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-12215 16-1387862 (Commission File Number) (I.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): September 9, 2021 Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-12215 16-1387862 (Commission File Number) (I.

QUEST DIAGNOSTICS UPDATES OUTLOOK FOR FULL YEAR 2021

QUEST DIAGNOSTICS UPDATES OUTLOOK FOR FULL YEAR 2021 ?Revenues for full year 2021 now expected to be $9.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): August 16, 2021 Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-12215 16-1387862 (Commission File Number) (I.

Quest Diagnostics Elects Tracey C. Doi to Board of Directors

EX 99.1 Quest Diagnostics Elects Tracey C. Doi to Board of Directors SECAUCUS, N.J., August 17, 2021 /PRNewswire/ - Quest Diagnostics (NYSE: DGX), the world's leading provider of diagnostic information services, today announced that its Board of Directors has elected Ms. Tracey C. Doi to serve as a director. Including Ms. Doi, the company's Board has 10 members. Ms. Doi is the Chief Financial Offi

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): August 16, 2021 Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-12215 16-1387862 (Commission File Number) (I.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): August 16, 2021 Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-12215 16-1387862 (Commission File Number) (I.

Quest Diagnostics Elects Tracey C. Doi to Board of Directors

EX 99.1 Quest Diagnostics Elects Tracey C. Doi to Board of Directors SECAUCUS, N.J., August 17, 2021 /PRNewswire/ - Quest Diagnostics (NYSE: DGX), the world's leading provider of diagnostic information services, today announced that its Board of Directors has elected Ms. Tracey C. Doi to serve as a director. Including Ms. Doi, the company's Board has 10 members. Ms. Doi is the Chief Financial Offi

Amendment No. 8 to The Profit Sharing Plan of Quest Diagnostics Incorporated

Exhibit 10.1 AMENDMENT NO. 8 TO THE PROFIT SHARING PLAN OF QUEST DIAGNOSTICS INCORPORATED The Profit Sharing Plan of Quest Diagnostics Incorporated, as presently maintained under an amendment and restatement effective as of January 1, 2016 (the ?Plan?), is hereby amended in the following respects, effective as of January 1, 2021: 1. Paragraph (b) of Section 6.1 (?Loans to Participants?) is amended

Subsidiary Guarantors

EX-22 3 dgx06302021ex22.htm EX-22 Exhibit 22 Subsidiary Guarantors of Securities As of July 23, 2021, the following subsidiaries of Quest Diagnostics Incorporated provided, subject to the terms of such senior notes, unconditional and irrevocable guarantees to the senior notes listed below that were issued by Quest Diagnostics Incorporated pursuant to an offering registered under the Securities Act

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-12215 Quest Diagnostics Incorporated Delaware 16-1387862 (State of Incorporation) (I.

Quest Diagnostics Reports Second Quarter 2021 Financial Results; Establishes Full Year 2021 Outlook

Quest Diagnostics Reports Second Quarter 2021 Financial Results; Establishes Full Year 2021 Outlook ?Second quarter revenues of $2.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): July 22, 2021 Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-12215 16-1387862 (Commission File Number) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR o TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-12215 A. Full title of the pla

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 21, 2021 Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-12215 16-1387862 (Commission File Number) (I.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): April 28, 2021 Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-12215 16-1387862 (Commission File Number) (I.

Form of Equity Award Agreement dated as of February ___, 2021 (filed as an Exhibit to the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2021 and incorporated herein by reference) (Commission File Number 001-12215)

Exhibit 10.1 Quest Diagnostics Incorporated 2021 Equity Award Agreement This Equity Award Agreement (the ?Agreement?) dated as of [Grant Date] (the ?Grant Date?) between Quest Diagnostics Incorporated, 500 Plaza Drive, Secaucus, NJ 07094 (the ?Company?) and the employee to whom the awards described herein are made (the ?Employee?) is subject in all respects to the Company?s Amended and Restated Em

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-12215 Quest Diagnostics Incorporated Delaware 16-1387862 (State of Incorporation) (I.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): April 22, 2021 Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-12215 16-1387862 (Commission File Number) (I.

Quest Diagnostics Reports First Quarter 2021 Financial Results; Announces Plan for $1.5 Billion Accelerated Share Repurchase

Quest Diagnostics Reports First Quarter 2021 Financial Results; Announces Plan for $1.

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DEF 14A 1 c101424def14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [] Check the appropriate box: [] Preliminary Proxy Statement [] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (as permi

-

DEFA14A 1 c101424defa14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [] Check the appropriate box: [] Preliminary Proxy Statement [] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (as perm

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 11, 2021 Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-12215 16-1387862 (Commission File Number) (I.

Quest Diagnostics Updates Strategic Growth Drivers and Provides Long-Term Outlook at 2021 Virtual Investor Day

Exhibit 99.1 Quest Diagnostics Updates Strategic Growth Drivers and Provides Long-Term Outlook at 2021 Virtual Investor Day • Company to repurchase $900 million of its shares in first half of 2021 • Long-term outlook 2022-24 compound annual growth rate (CAGR): Base business revenues (which excludes COVID-19 testing) expected to grow 4-5% and adjusted diluted earnings per share (EPS) for the total

Quest by the Numbers Mark Guinan Executive Vice President and Chief Financial Officer

Exhibit 99.5 Quest by the Numbers Mark Guinan Executive Vice President and Chief Financial Officer SAFE HARBOR DISCLOSURE The statements in the following presentations which are not historical facts may be forward - looking statements . Readers are cautioned not to place undue reliance on forward - looking statements, which speak only as of the date that they are made and which reflect management?

Poised for Growth in a Post - Pandemic World Steve Rusckowski Chairman, CEO and President

Exhibit 99.2 Poised for Growth in a Post - Pandemic World Steve Rusckowski Chairman, CEO and President SAFE HARBOR DISCLOSURE The statements in the following presentations which are not historical facts may be forward - looking statements . Readers are cautioned not to place undue reliance on forward - looking statements, which speak only as of the date that they are made and which reflect managem

Direct - to - Consumer Opportunity Cathy Doherty SVP, Clinical Franchises & Marketing

EX-99.4 5 ss194018ex9904.htm INVESTOR DAY PRESENTATION (DOHERTY) Exhibit 99.4 Direct - to - Consumer Opportunity Cathy Doherty SVP, Clinical Franchises & Marketing SAFE HARBOR DISCLOSURE The statements in the following presentations which are not historical facts may be forward - looking statements . Readers are cautioned not to place undue reliance on forward - looking statements, which speak onl

Optimizing Operations to Drive Growth Jim Davis Executive Vice President, General Diagnostics

Exhibit 99.3 Optimizing Operations to Drive Growth Jim Davis Executive Vice President, General Diagnostics SAFE HARBOR DISCLOSURE The statements in the following presentations which are not historical facts may be forward - looking statements . Readers are cautioned not to place undue reliance on forward - looking statements, which speak only as of the date that they are made and which reflect man

Quest Diagnostics Announces Board Leadership Changes --Daniel C. Stanzione to Retire from Board and as Lead Independent Director --Timothy M. Ring Selected New Lead Independent Director --Vicky B. Gregg Selected Chair, Compensation Committee

Exhibit 99.1 Quest Diagnostics Announces Board Leadership Changes -Daniel C. Stanzione to Retire from Board and as Lead Independent Director -Timothy M. Ring Selected New Lead Independent Director -Vicky B. Gregg Selected Chair, Compensation Committee Secaucus, N.J., Feb 23, 2021 /PR/Newswire/ - Quest Diagnostics Incorporated (NYSE: DGX), the world?s leading provider of diagnostic information serv

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): February 17, 2021 Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-12215 16-1387862 (Commission File Number) (I.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): February 23, 2021 (February 22, 2021) Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-12215 16-1387862 (Commission File Number) (I.

Quest Diagnostics Supplemental Deferred Compensation Plan (Pre-2005) amended and restated December 1, 2020

QUEST DIAGNOSTICS SUPPLEMENTAL DEFERRED COMPENSATION PLAN (PRE ? 2005) AMENDED AND RESTATED DECEMBER 1, 2020 PREAMBLE Effective as of January 1, 1999, Quest Diagnostics adopted this Quest Diagnostics Supplemental Deferred Compensation Plan for the benefit of certain of its Employees.

Amended and Restated Quest Diagnostics Incorporated Long-Term Incentive Plan for Non-Employee Directors, as amended and restated as of

Exhibit 10.17 AMENDED AND RESTATED QUEST DIAGNOSTICS INCORPORATED LONG-TERM INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS (As amended November 18, 2020) Section 1.Purpose. The purpose of the Amended and Restated Quest Diagnostics Incorporated Long?Term Incentive Plan for Non-Employee Directors is to secure for the Corporation and its stockholders the benefits of the incentive inherent in increased com

Quest Diagnostics Supplemental Deferred Compensation Plan (Post 2004) amended and restated as of January 15, 2020

QUEST DIAGNOSTICS SUPPLEMENTAL DEFERRED COMPENSATION PLAN (POST ? 2004) AMENDED AND RESTATED January 15, 2020 PREAMBLE Effective as of January 1, 1999, Quest Diagnostics adopted the Quest Diagnostics Supplemental Deferred Compensation Plan for the benefit of certain of its Employees.

Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2020 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-12215 Quest Diagnostics Incorporated Delaware 16-1387862 (State of Incorporation) (I.

Amendment No. 4 to Sixth Amended and Restated Credit and Security Agreement, dated as of October 22, 2020

Exhibit 99.7 AMENDMENT NO. 4 TO SIXTH AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT This Amendment No. 4 to Sixth Amended and Restated Credit and Security Agreement (this ?Amendment?) is entered into as of October 22, 2020 (the ?Effective Date?), by and among: (1) QUEST DIAGNOSTICS RECEIVABLES INC., a Delaware corporation (together with its successors and permitted assigns, the ?Borrower?), (

Subsidiaries of Quest Diagnostics Incorporated

Exhibit 21.1 Quest Diagnostics Incorporated (DE)1 (Incorporated on December 12, 1990 in Delaware; EIN: 16-1387862) Subsidiaries, Joint Ventures and Affiliates Company Registered Alternate name 100% Quest Diagnostics Holdings Incorporated (DE) 100% Quest Diagnostics International Holdings Limited (UK) 100% Quest Diagnostics Holdings Ltd. (UK) 100% ExamOne Canada, Inc. (New Brunswick) 100% Quest Dia

Amendment No. 7 to The Profit Sharing Plan of Quest Diagnostics Incorporated effective January 1, 2021

Exhibit 10.15 AMENDMENT NO. 7 TO THE PROFIT SHARING PLAN OF QUEST DIAGNOSTICS INCORPORATED The Profit Sharing Plan of Quest Diagnostics Incorporated, as presently maintained under an amendment and restatement effective as of January 1, 2016 (the ?Plan?), is hereby amended in the following respects, effective as of January 1, 2021: 1. Appendix A to the Plan is amended and restated in the form appen

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: Quest Diagnostics Inc. Title of Class of Securities: Common Stock CUSIP Number: 74834L100 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): February 4, 2021 Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-12215 16-1387862 (Commission File Number) (I.

QUEST DIAGNOSTICS REPORTS FOURTH QUARTER AND FULL YEAR 2020 FINANCIAL RESULTS; ESTABLISHES OUTLOOK FOR FIRST HALF OF 2021

Exhibit 99.1 QUEST DIAGNOSTICS REPORTS FOURTH QUARTER AND FULL YEAR 2020 FINANCIAL RESULTS; ESTABLISHES OUTLOOK FOR FIRST HALF OF 2021 •Fourth quarter revenues of $3.0 billion, up 55.8% versus 2019 •Fourth quarter diluted earnings per share from continuing operations ("EPS") of $4.21, up 126.9% from 2019; and adjusted diluted EPS of $4.48, up 167.7% from 2019 •Full year revenues of $9.44 billion,

Quest Diagnostics Increases Dividend 10.7% To $0.62 Per Quarter; Announces $1 Billion Increase in Share Repurchase Authorization

Exhibit 99.2 Quest Diagnostics Increases Dividend 10.7% To $0.62 Per Quarter; Announces $1 Billion Increase in Share Repurchase Authorization SECAUCUS, N.J., Feb. 4, 2021 - Quest Diagnostics Incorporated (NYSE: DGX), the world's leading provider of diagnostic information services, announced today the Company’s Board of Directors has authorized a 10.7% increase in its quarterly dividend from $0.56

Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): December 16, 2020 Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-12215 16-1387862 (Commission File Number) (I.

QUEST DIAGNOSTICS RAISES OUTLOOK FOR FULL YEAR 2020

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Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 18, 2020 Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-12215 16-1387862 (Commission File Number) (I.

Amendment No. 6 to The Profit Sharing Plan of Quest Diagnostics Incorporated

Exhibit 10.1 AMENDMENT NO. 6 TO THE PROFIT SHARING PLAN OF QUEST DIAGNOSTICS INCORPORATED The Profit Sharing Plan of Quest Diagnostics Incorporated, as presently maintained under an amendment and restatement effective as of January 1, 2016 (the “Plan”), is hereby amended in the following respects, effective with respect to all payroll dates occurring on or after January 1, 2021, except as otherwis

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-12215 Quest Diagnostics Incorporated Delaware 16-1387862 (State of Incorporation) (I.

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 22, 2020 Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-12215 16-1387862 (Commission File Number) (I.

Quest Diagnostics Reports Third Quarter 2020 Financial Results, Reflecting Continued Demand for COVID-19 Testing and Rapid Recovery in Health Care Utilization

Quest Diagnostics Reports Third Quarter 2020 Financial Results, Reflecting Continued Demand for COVID-19 Testing and Rapid Recovery in Health Care Utilization •Third quarter revenues of $2.

Financial Statements and Exhibits, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): September 10, 2020 Quest Diagnostics Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-12215 16-1387862 (Commission File Number) (I.

QUEST DIAGNOSTICS UPDATES OUTLOOK FOR FULL YEAR 2020

QUEST DIAGNOSTICS UPDATES OUTLOOK FOR FULL YEAR 2020 •Revenues for full year 2020 now expected to be $8.

Quest Diagnostics and Quest Diagnostics Foundation Launch Initiative to Reduce Health Disparities in Underserved Communities

Quest Diagnostics and Quest Diagnostics Foundation Launch Initiative to Reduce Health Disparities in Underserved Communities Quest to dedicate more than $100 million to expand access to testing, partner to help those hit hardest by COVID-19 and fund Foundation initiatives SECAUCUS, N.