Quest Diagnostics (DGX) 10-K risk factor changes: FY2025 vs FY2024

Our business, consolidated financial condition, revenues, results of operations, profitability, cash flows or [removed: reputation ,] [added: reputation,] or the price of our common stock, could be materially impacted by any of these factors.

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Significant change is taking place in the healthcare system, including as discussed above under the heading "The Clinical Testing [removed: Industry".][added: Industry." For example, value-based reimbursement is increasing (*e.g.*, UnitedHealthcare's Preferred Lab Network) and CMS has set goals for value-based reimbursement to be achieved by 2030.]

Competitors also may offer new testing services that can be performed outside of a commercial clinical laboratory, such as point-of-care testing that can be administered by physicians in their offices, complex testing that can be performed by hospitals in their own laboratories, and home testing that can be carried out without requiring the services of [removed: outside providers.][added: providers like us.]

Independent laboratories were overrepresented, and hospitals and physician office laboratories were underrepresented, making the first round of PAMA cuts [removed: too extreme.][added: excessive.]

The [added: first] three years of cuts [added: greatly] exceeded the original 10-year savings projections.

Congress [removed: reintroduced federal] [added: introduced] legislation in [removed: 2023 (the Saving Access to Laboratory Services Act),] [added: 2025, the Results Act,] which would reform PAMA and create a true market-based CLFS.

Some health plans also are reviewing test coding, evaluating coverage decisions, requiring additional documentation for claims [added: payment and requiring preauthorization of certain testing.]

Other steps taken to reduce utilization and reimbursement include requirements to obtain diagnosis codes (which can be inconsistent between health plans and government payers) to obtain payment, increased documentation requirements, [removed: limiting the allowable number of tests or ordering frequency, expanded prior authorization programs and otherwise increasing payment denials.]

[removed: Pressures] [added: There continues to be pressures] on and uncertainty surrounding the U.S. federal government’s budget, and potential changes in budgetary priorities, [added: which] could adversely affect the funding for individual programs, including Medicare and other government programs upon which our business depends.

Additionally, changes in legislation and regulations (including those related to taxation, trade and importation), economic and monetary policies, geopolitical matters, among other potential impacts, could adversely impact the global economy and our [added: operating results.]

The potential impact of [added: any] new policies [added: or changes to existing policies] that [added: have been or] may be implemented [removed: as a result of the new administration] is currently uncertain.

These laws and regulations may be interpreted or applied by a [added: governmental,] prosecutorial, regulatory or judicial authority in a manner that could require us to make changes in our operations, including our pricing and/or billing practices.

If we fail to comply with applicable laws and regulations, or if we fail to [added: comply with settlement obligations, or if we fail to] maintain, renew or obtain necessary permits, licenses and approvals, we could suffer civil and criminal penalties, fines, exclusion from participation in governmental healthcare programs and the loss of various licenses, certificates and authorizations necessary to operate our business, as well as incur additional liabilities from third-party claims.

We offer companion [added: and complementary] diagnostic [removed: testing services] [added: tests] to pharmaceutical companies that are regulated by the FDA.

[removed: As of] [added: In] May [removed: 6,] 2024, the FDA announced it was phasing out its general enforcement discretion approach so that LDTs manufactured by a laboratory [removed: will] [added: would] generally fall under the same enforcement approach as medical devices.

For more information, see above under the heading [removed: “Regulation".][added: “Regulation."]

Our international operations [added: (including in Canada)] increase our exposure to risks inherent in doing business in non-U.S. markets, which may vary by market and include: intellectual property legal protections and remedies; weak legal systems which may, among other things, affect our ability to enforce contractual rights; trade regulations and procedures and actions affecting approval, production, pricing, supply, reimbursement and marketing of products and services; existing and emerging data privacy regulations affecting the processing and transfer of personal data; new regulations relating to the use of AI; and challenges based on differing languages, cultures and unfamiliar practices.

[removed: International] [added: Our international] operations also require us to devote management resources to implement our controls and systems in new markets, and to comply with the U.S. Foreign Corrupt Practices Act and similar anti-corruption laws in non-U.S. jurisdictions.

As of December 31, [removed: 2024,] [added: 2025,] we had approximately [removed: $6.2] [added: $5.7] billion of debt outstanding.

This technology, including generative AI, which is in its early stages of [added: broader] commercial implementation, presents a number of risks inherent in its use, including risks related to cybersecurity, privacy and data security and use [removed: practices.][added: practices and our oversight of how we use AI.]

Using AI successfully will require significant resources, including having the technical expertise required to develop, test and maintain AI-based testing [removed: services.][added: services and continually developing the appropriate governance and oversight of our use of AI.]

For example, in [removed: February 2025,] [added: connection with Project Nova,] we committed to a multi-year project [removed: ("Project Nova")] to modernize our "Order to Cash" business [removed: processes] [added: processes,] including [added: the] related information technology infrastructure and underlying enabling technologies.

It is important that we continue to strengthen our [removed: efficiency] [added: efficiency, including through the use of technology and automation,] to promote our competitive position and enable us to mitigate the impact on our profitability of steps taken by government payers and health insurers to reduce the utilization and reimbursement of diagnostic information services, and to partly offset pressures from [removed: the current] [added: an] inflationary environment, including labor and benefit cost increases, and reimbursement pressures.

We have a broad range of stakeholders, including our stockholders, employees, [added: customers, which include government entities,] patients and communities we serve, some of whom increasingly focus on corporate responsibility [removed: considerations.][added: considerations and many have different or conflicting expectations with respect to corporate responsibility and related matters.]

[removed: In addition, some] [added: Some] of our stockholders, [removed: employees] [added: employees, customers] and patients may consider corporate responsibility factors in making investment, employment and service provider decisions.

External actors may develop and deploy viruses, other malicious software programs, ransomware attacks, distributed denial of service attacks or other attempts to harm or obtain unauthorized access to our systems, including through the [added: increased] use of AI and other emerging technologies.

[removed: Additionally, new technology that we deploy to automate processes, improve customer] service, generate insights from lab and other data and stimulate innovation to improve operational efficiency, including the expanded use of AI, may further expose our IT systems to the risk of cyberattacks and may create the need for rapid modifications to our cybersecurity program.

Although the Company has [added: implemented] robust security [removed: measures implemented,] [added: measures,] which are monitored and routinely tested both by internal resources and external parties, cybersecurity threats [added: and attacks] against us continue to evolve and [added: occur and] may not be recognized until after an incident.

Although the attacks we have experienced [added: in the past] have not materially disrupted, interrupted, damaged or shutdown the Company's IT systems, or materially disrupted the Company's performance of its business, the mitigation or remediation efforts that we have undertaken, and may undertake in the future, require the attention of management and expenditures of resources, which can be significant.

In addition, third parties to whom we outsource certain of our services or functions, or with whom we interface, store or process confidential patient and employee data or other confidential information, as well as those third parties’ providers, [removed: are also] [added: have experienced and remain] subject to the risks outlined above.

Additionally, many of the third-party service providers we rely on use [removed: generative] AI for a variety of purposes, which increases the risk that our sensitive and proprietary data, and the data of our patients and customers, could be inadvertently or maliciously exposed.

However, unfavorable labor environments, unionization [removed: activity, or] [added: activity (including in non-U.S. markets),] a failure to comply with labor or employment laws [added: or reputational considerations triggered by any of the risks described in this Report] could result in, among other things, labor unrest, strikes, work stoppages, slowdowns by the affected workers, [removed: fines] [added: fines, penalties] and [removed: penalties.][added: a loss of employees.]

We plan selectively to enhance our business from time to time through business development activities, such as acquisitions, licensing arrangements, investments and [removed: alliances.][added: alliances, including joint ventures.]

[removed: However, these plans are subject to] the availability of appropriate opportunities and competition from other companies seeking similar opportunities.

Moreover, the success of any such effort may be affected by a number of factors, including our ability to properly assess and value the potential business [added: opportunity, obtain any necessary regulatory clearance (including due to antitrust concerns), integrate the new businesses and manage the costs related to any such integration, and retain key technical, professional or management personnel.]

[removed: opportunity, and] [added: (h) Failure] to [added: efficiently] integrate [removed: the new] [added: acquired] businesses, [added: integrate our business with our joint ventures, and to] manage the costs related to any such integration and [added: implementation requirements, or] to retain key technical, professional or management personnel.

Acquisitions are not all the same [removed: (e.g.,] [added: (*e.g.*,] asset acquisitions differ from acquisitions of equity interests); different acquisitions offer different [removed: risks.][added: risks and require different levels of effort to obtain regulatory clearance.]

Integration of acquisitions involves a number of risks including the diversion of management's attention to the [removed: assimilation] [added: integration] of the operations of assets or businesses we have acquired, difficulties in the diligence and integration of operations and systems and the realization of potential operating synergies, or introduction of IT security vulnerabilities not adequately investigated during diligence or managed after acquisition, the integration and retention of the personnel of the acquired businesses and of our existing business, challenges in retaining the customers of the combined businesses, and potential adverse effects on operating results.

The process of [removed: combining] [added: negotiating, completing and integrating] acquisitions may be disruptive to our businesses [added: (especially as transactions become increasingly complex)] and may cause an interruption of, or a loss of momentum in, such businesses as a result of the following difficulties, among others:

In addition, the diagnostic information services industry is faced with potential changes in government regulations that could impact patient access to healthcare.

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Unfortunately, by relying on laboratory reported data alone in 2017, CMS did not receive comprehensive and representative data needed to set Medicare rates that reflected the commercial market, as required under PAMA.

Starting in 2020, Congress has repeatedly acted to delay PAMA implementation by delaying the next round of data reporting (2020-2026) and Medicare cuts (2021-2026).

However, the structural flaws of PAMA still need to be addressed to mitigate future excessive cuts.

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limiting the allowable number of tests or ordering frequency, expanded prior authorization programs and otherwise increasing payment denials.

The political environment impacting healthcare regulation in the United States continues to be uncertain.

The services that we offer and our result of operations could be adversely affected by legislative, enforcement, regulatory and public policy changes at the federal or state level, many of which we cannot anticipate at this time.

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- the laws and regulations administered by foreign governments where we conduct clinical trials and operate outside of the United States;

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The FDA also regulates drugs-of-abuse testing for employers and insurers, testing for blood bank purposes and testing of donors of human cells for purposes such as in vitro fertilization.

However, in March 2025, a U.S. District Court set aside and vacated the FDA’s LDT rule and the FDA did not appeal the court’s decision.

Accordingly, the FDA does not have the authority to regulate LDTs.

However, it is the purvey of Congress to enact new laws or amendments to CLIA or the Food, Drug and Cosmetic Act.

If this were to occur, any new legislation could have a significant impact on us and the clinical laboratory testing industry.

This new legislation could include the regulation of LDTs in a manner that is different than the prior LDT rule, while creating new avenues of opportunity and competition in clinical laboratory testing.

Tariffs, sanctions and other barriers imposed or

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threatened by the U.S. government, and the responses to those actions from other countries, may result in adverse impacts to the global economic environment, including the global financial and trading markets, which could have a negative impact on our results of operations and financial condition.

These actions could also negatively impact our supply chain costs or availability of products we need to operate our business.

The ongoing uncertainty with the current state of global trade policy magnifies these risks.

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Competitors also may offer new testing services that can be performed outside of a commercial clinical laboratory, such as point-of-care testing that can be administered by physicians in their offices, complex testing that can be performed by hospitals in their own laboratories, and home testing that can be carried out without requiring the services of providers like us.

We are partnering with Epic, a third-party licensor, to assist in the implementation of Project Nova.

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We are increasingly collaborating with new entrants in the health services industry who are facilitating consumers’ growing interest in taking direct responsibility for their own healthcare, where we provide the underlying testing services for their consumer health service offerings.

These companies are increasingly handling and processing highly sensitive consumer health data and our contractual relationship with these companies could expose us to legal or regulatory risk and reputational harm if they are unable to adequately safeguard this information.

Additionally, new technology that we deploy to automate processes, improve customer

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However, these plans are subject to

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- regulatory delay or failure to develop, acquire licenses for, introduce, or commercialize newly-acquired tests, technology and services;

We have also entered into arrangements with a number of new entrants in the health services industry who are leveraging the increasing trend for consumers to manage and take direct responsibility for their own healthcare, where we provide the underlying testing services for their consumer health service offerings.

These companies are operating in a new, rapidly evolving and uncertain regulatory landscape that subjects them to several risks, including those related to application of regulatory requirements (*e.g.*, under CLIA, for testing performed outside of a commercial laboratory), unlicensed and corporate practice of medicine laws that differ across the United States, reimbursement uncertainty of direct-to-consumer health services, specimen collection errors and logistics, cybersecurity and health data privacy risks and clinical and professional liability.

Our contractual relationship with these companies could expose us to these legal or regulatory risks and reputational harm.

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(c) Uncertain and volatile economic conditions, including the impact of an inflationary environment and changes in government policies, including related to trade.

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For example, value-based reimbursement is increasing (*e.g.*, UnitedHealthcare's Preferred Lab Network) and CMS has set goals for value-based reimbursement to be achieved by 2030.

We also believe that health plans and consumers increasingly are focusing on driving better value in laboratory testing services.

Unfortunately, as a result of a flawed implementation of PAMA, the data collected did not accurately represent the laboratory market as required under PAMA.

PAMA calls for further revision of the Medicare CLFS for years after 2020, based on future surveys of market rates.

Congress has delayed cuts five times (2021 - 2025) and delayed 2019 reporting six times (2020 - 2025).

Reimbursement rate reduction from 2026-28 is capped by PAMA at 15% annually.

From time to time, the federal government has considered whether competitive bidding could be used to provide clinical testing services for Medicare beneficiaries while maintaining quality and access to care.

Congress also periodically considers cost-saving initiatives, which have included coinsurance for clinical testing services, co-payments for clinical testing and further laboratory physician fee schedule reductions.

payment and requiring preauthorization of certain testing.

There is uncertainty surrounding potential changes to the regulatory environment in the United States, particularly as it relates to healthcare regulation and related programs, following the outcome of the U.S. Presidential election in November 2024, which may have a material adverse effect on our business.

For example, the incoming administration announced a planned advisory commission to reform federal government processes and reduce expenditures.

operating results.

A number of tests we develop internally are offered as LDTs.

The FDA's regulation of clinical laboratory testing is expected to impact industry practices and participants, new competitors may enter the industry, and competition may come in new forms.

A number of advanced tests we develop internally are offered as LDTs.

Pursuant to the FDA’s decision to remove enforcement discretion with regard to most LDTs performed by high complexity CLIA-certified laboratories like ours, all new and significantly modified previously offered laboratory tests that do not benefit from continued enforcement discretion will have to comply with the FDCA over a four-year, five-stage process.

Compliance with the FDCA includes, among other things, new quality system regulations and premarket authorization.

One major area of the continued FDA enforcement discretion will apply to many tests that were offered for clinical use prior to May 6, 2024 and that do not afterwards undergo certain material modifications.

The removal of enforcement discretion for LDTs could result in a revitalization and passage of legislation or other Congressional action.

The current FDA policy to remove enforcement discretion and/or new legislation is expected to have a significant impact on the clinical laboratory testing industry, including regulating LDTs in new ways, while creating new avenues of opportunity and competition regarding clinical laboratory testing.

In August 2021, ReproSource, our subsidiary, experienced a data security incident in which an unauthorized party may have accessed or acquired protected health information and personally identifiable information of ReproSource patients (in connection with the incident, ReproSource discovered and contained ransomware).

The Company’s other systems were not impacted or compromised by this incident.

(c) A decline in economic conditions, including the impact of an inflationary environment.

(h) Failure to efficiently integrate acquired businesses and to manage the costs related to any such integration, or to retain key technical, professional or management personnel.

(dd) Any future public health emergency or pandemic.

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During [removed: 2024,] [added: 2025,] we generated net revenues of [removed: $9.9] [added: $11.0] billion.

Additional financial information concerning Quest Diagnostics for each of the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] is included in “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 and our consolidated financial statements and notes thereto in “Financial Statements and Supplementary Data” in Part II, Item 8.

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Physicians determine which laboratory to recommend or use based on a variety of factors, but we believe that we provide the most attractive service offering in the industry, including [removed: the most] [added: a] comprehensive test menu, innovative test offerings, a positive customer experience, deep medical and scientific expertise, high quality, leading access and distribution, and data-powered integrated information-technology solutions.

We believe that the [removed: growing] market challenges faced by hospitals, including continued consolidation, price transparency, cost and utilization pressure, evolving healthcare payment models, capital needs, changing technology and limited resources, provide us with an opportunity to partner with them as they consider more effective ways to implement their laboratory testing strategy and drive demand for our expertise and services.

- *Serving as a hospital lab’s laboratory.* In [removed: 2024,] [added: 2025,] we generated [removed: over $1] [added: approximately $1.2] billion in revenue from “reference testing,” where we perform testing that hospitals do not perform in their own in-hospital labs.

- *Helping hospitals operate their labs more efficiently.* In [removed: 2024,] [added: 2025,] our [added: Collaborative Lab Solutions (formerly known as] Professional Laboratory [removed: Services] [added: Services)] offering generated approximately $800 million in revenues and management fees supporting hospitals in the operation of their own labs.

Our key [removed: Professional Laboratory Services] [added: Collaborative Lab Solutions] offerings include lab management outsourcing, test menu optimization and spend consolidation, supply chain [removed: management] [added: management,] and [removed: providing,] [added: providing] advanced data solutions.

These joint venture arrangements, which provide diagnostic information services for affiliated [added: and nonaffiliated] hospitals [removed: as well as for unaffiliated] [added: and] clinicians and other local healthcare providers, serve as our principal facilities in their service areas.

For example, our "Schedule at Check In" capability encourages patients to make appointments, [added: including through mobile appointment scheduling,] and our self-serve kiosks provide wait-time estimates for walk-in and standby patients and offer many language options.

[removed: We are enabling a] [added: Through this platform, we enable access to] third-party physician [removed: to] review [removed: and] [added: to] place test orders and be available to consult with the consumer via a teleconsult about their test results.

Our [removed: QuestHealth™ offering reflects] [added: multi-channel consumer offerings reflect] our belief that [removed: by building on the foundation of] our [removed: strong] consumer focus [removed: we can] [added: positions us to] capture [removed: the growing] [added: expanding] opportunities presented by the growth of consumer-initiated testing and [added: of the] demand for expanded access to [removed: basic healthcare] [added: health and wellness] services.

[removed: In 2024, we launched a new service that offers] [added: We offer] patients [added: and consumers] experiencing symptoms of several common genital tract [removed: infections] [added: infections, including sexually transmitted infections,] the option to self-collect a swab specimen, aimed at increasing privacy, convenience and speed of testing.

Our other customer channels include health plans, employers, [added: new and] emerging retail healthcare providers, government agencies, pharmaceutical companies and other commercial clinical laboratories, which are described in more detail under “ – Customer [removed: Channels”.][added: Channels.” While we principally focus on the U.S. market, we serve customers globally and have a growing business that provides advanced reference testing to laboratory providers in other countries.]

For more information about our operations, see “ – Business [removed: Operations”.][added: Operations.”]

Non-routine tests [added: (commonly referred to as esoteric)] are tests that may require professional “hands-on” attention from highly-skilled technical personnel, generally require more sophisticated data analysis, technology, equipment or materials, may be performed less frequently than routine tests and may be reimbursed at higher levels than routine tests.

[added: We are a leading provider of] Advanced Diagnostics™ [removed: includes] [added: and provide an array of offerings, including] certain procedures in the areas of molecular diagnostics (including next-generation sequencing), oncology, neurology, companion diagnostics and non-invasive pre-natal and other germline genetic testing.

We [added: also] have a portfolio of oncology tests that includes traditional oncology screening and anatomic pathology, such as cervical cancer and skin cancer screening and diagnosis.

[added: We] are also well positioned to take advantage of advances in next generation sequencing to grow our business in cancer and other disease state testing.

This includes inherited genetics, newborn screening, [removed: and] rare disease diagnosis, and solid tumor sequencing, such as to aid treatment selection and monitoring.

We are also [removed: seeking to apply] [added: applying] the capabilities gained by these efforts to support other areas where we can make a meaningful difference in healthcare, including offerings to pharmaceutical companies and consumers.

In 2023, we [removed: also] launched our QUEST [removed: AD-DETECT®] [added: AD-Detect®] test portfolio for assessing Alzheimer's disease risk using blood specimens, as opposed to testing by more costly or invasive methods, such as testing of cerebral spinal fluid by lumbar puncture.

In [removed: August] 2024, we [removed: also] acquired [removed: all of the issued and outstanding common shares of LifeLabs Inc. and all of the partnership interests of BPC Lab Finance LP (collectively, "LifeLabs"), which] [added: LifeLabs, a company that] provides laboratory diagnostic information and digital health connectivity systems in Canada.

During the full year of [removed: 2024,] [added: 2025,] LifeLabs performed approximately [removed: 140] [added: 23] million [removed: laboratory tests] [added: test requisitions] to help diagnose, treat, monitor and prevent diseases for millions of Canadians.

We expect to return a majority of our free cash flow to stockholders through a combination of dividends and share [removed: repurchases.][added: repurchases over time.]

Consistent with that expectation, in [removed: January 2025,] [added: February 2026,] we announced that we increased our quarterly common stock cash dividend by approximately [removed: 6.7%,] [added: 7.5%,] from [removed: $0.75] [added: $0.80] per common share to [removed: $0.80] [added: $0.86] per common share.

This represents our [removed: 14th] [added: 15th] increase in the dividend since the beginning of 2012.

Since the beginning of 2012, we have returned approximately [removed: $7.7] [added: $8.1] billion to stockholders through repurchases of our common stock.

[removed: We also] [added: Additionally, we] have a robust Supplier Quality Program designed to help us ensure we have a high-quality supplier network and to raise the bar of quality expectations across that network.

We are guided by a service dashboard that focuses throughout our operations on quality for consumers, healthcare providers and employees, including medical quality, on-time delivery, [removed: competitive costs] and employee safety.

Our Invigorate program has consistently delivered 3% of annual cost savings and productivity improvements, which partly offset pressures from [removed: the current] [added: an] inflationary environment, including labor and benefit cost increases, and reimbursement pressures.

We are leveraging automation and AI to improve [removed: productivity and improve] quality [added: and productivity] across our entire value chain, not just in the laboratory.

For example, [removed: in 2024,] we advanced our use of automation in front-end specimen processing [removed: to include five] [added: and labeling in six] of our labs, freeing more of our processors to focus on higher-order work.

Other areas of focus include reducing denials and patient concessions, [added: logistics route optimization to speed specimen transport, and] enhancing the digital [removed: experience, and selecting and retaining talent.][added: experience.]

| *Connectivity* | | | ● Provide healthcare connectivity solutions to approximately [removed: 650,000] [added: 612,000] clinician and hospital accounts and interface with over 1,000 electronic health records systems | | |

| *Medical and Scientific Staff* | | | ● One of the largest medical and scientific staffs in the industry to provide interpretive consultation • Approximately [removed: 850] [added: 900] M.D.s and Ph.D.s, many of whom are recognized leaders in their field • Genetic counselors | | |

| *Processing Volume* | | | ● Processed approximately [removed: 217] [added: 244] million test requisitions in [removed: 2024] [added: 2025] | | |

| *Patents* | | | ● Own or control approximately 1,200 issued and [removed: nearly] [added: approximately] 400 pending patents worldwide in [removed: 2024] [added: 2025] | | |

The Company also publishes Quest Diagnostics® Health Trends,® [removed: a series of] scientific reports that provide insights into health topics, based on analysis of objective clinical laboratory data, to empower better patient care, population health management and public health policy.

Our MyQuest® patient healthcare portal, with more than [removed: 39] [added: 45] million registered users at year-end [removed: 2024,] [added: 2025,] enables patients to manage healthcare and medical information for themselves and a circle of others, find a Quest Diagnostics location, schedule appointments, receive appointment reminders, assess whether their health plan is in-network and receive and archive their test results.

Large physician practices value our ability to standardize services on a national or regional scale.

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As consumers increasingly seek more involvement and control over their health and wellness, we aim to meet them where they are.

Our QuestHealth.com platform empowers health- and wellness-minded consumers to purchase tests and panels without the need to schedule an appointment and visit a doctor’s office.

We offer over 150 tests, including comprehensive wellness panels with up to 85 key health indicators, tests to monitor certain chronic conditions, and tests for students and workers in healthcare, education and other occupations that require them.

Our cash pay price for consumers is convenient for those who wish to establish their baseline wellness status, monitor themselves for chronic medical conditions, and are interested in their wellness throughout relevant time periods, such as athletes preparing for events.

We are also powering the testing offered by leading health, wellness, and wearable brands, where we provide the underlying testing services for their consumer health service offerings.

We continually evaluate technologies with the potential to improve choice and convenience for patients and consumers.

In 2025, we introduced specimen self-collection in clinical settings for human papillomavirus (HPV) screening to help identify women at risk for developing cervical cancer, broadening access to a vital preventative care test.

We refer to certain non-routine, highly innovative and specialized tests that we offer as Advanced Diagnostics™.

[Table](#ie5c08f396cec4eb58b332bd385d844fc_7) [of](#ie5c08f396cec4eb58b332bd385d844fc_7) [Contents](#ie5c08f396cec4eb58b332bd385d844fc_7)

In 2025, certain Advanced Diagnostics™ test offerings within five clinical areas – oncology, cardiometabolic and endocrine, brain health, autoimmune, women’s health and genetics – generated over $1 billion in revenues on double-digit revenue growth.

In 2025, we received a breakthrough device designation from the U.S. Food and Drug Administration (“FDA”) for our Haystack Oncology MRD test for patients with an early stage colorectal cancer diagnosis.

This milestone reinforces the high caliber of our cancer monitoring innovation by validating the use of the Haystack Oncology MRD test and opens avenues for developing companion diagnostics.

We continue to make progress towards commercialization by expanding access.

In 2025, we commenced separate trials with Mass General Brigham and Rutgers Cancer Institute to further research Haystack Oncology MRD test's clinical utility as a guide in making post-operative therapy decisions.

We also continue to focus on neurology.

We continue to publish evidence on our AD-Detect test, including a study in a publication of the American Academy of Neurology that found two of our innovative panels provide confirmatory accuracy for aiding Alzheimer's diagnosis.

In 2025, we acquired select clinical testing and dialysis-related water testing assets of Fresenius Medical Care's wholly-owned Spectra Laboratories, a leading provider of renal-specific laboratory testing services in the United States.

We also entered into a joint venture with Corewell Health, a leading health system in Michigan, which will perform laboratory testing in the state of Michigan via a new laboratory facility.

Equity ownership of the joint venture is shared 51% by Quest and 49% by Corewell Health.

In addition, we provide the full complement of our Collaborative Lab Solutions offering for Corewell Health.

[Table](#ie5c08f396cec4eb58b332bd385d844fc_7) [of](#ie5c08f396cec4eb58b332bd385d844fc_7) [Contents](#ie5c08f396cec4eb58b332bd385d844fc_7)

Our Quality and Regulatory Affairs organization continues to advance our commitment to operational excellence, regulatory integrity, and a culture of quality.

Recently, we enhanced enterprise engagement through a unified Quality Policy and advanced our quality foundation by refining global processes, updating our Quality Framework, and deepening our cross-site collaboration.

We also completed a successful pilot of our automated specimen processing and labeling platform at our Clifton, NJ lab.

In 2025, we initiated or expanded our use of AI and automation in several areas, ranging from digital cytology, microbiology, parasitology and digital pathology.

In February 2025, we committed to a multi-year project ("Project Nova") to modernize our "Order to Cash" business processes, which includes the related information technology infrastructure and underlying enabling technologies.

We are partnering with Epic, a third-party licensor, to assist in the implementation of Project Nova.

We expect to deliver value throughout the implementation of Project Nova, which is expected to be completed in 2031 to 2032, as it unlocks a variety of streamlined operational benefits, reduced technology-related operating costs, accelerated revenue opportunities, and improvements to the customer and patient experience.

[Table](#ie5c08f396cec4eb58b332bd385d844fc_7) [of](#ie5c08f396cec4eb58b332bd385d844fc_7) [Contents](#ie5c08f396cec4eb58b332bd385d844fc_7)

In 2025, we published a Health Trends® report showing that many oncologists feel they are seeing more patients with advanced cancers due to screening barriers, such as

[Table](#ie5c08f396cec4eb58b332bd385d844fc_7) [of](#ie5c08f396cec4eb58b332bd385d844fc_7) [Contents](#ie5c08f396cec4eb58b332bd385d844fc_7)

missed or delayed follow-up care or monitoring, and that imaging tests may not detect cancer recurrence early enough.

Many of these oncologists believe that ctDNA MRD testing could reduce diagnosis delays in cancer recurrence.

In 2023 and 2025, certain diagnostic programs received FDA Breakthrough Device Designation, designed to address identified limitations in current diagnostic methodologies and unmet clinical needs.

For example, we provide automated next generation genetic sequencing, which will enable genetic screening that is more precise, faster and at lower cost.

[Table](#ie5c08f396cec4eb58b332bd385d844fc_7) [of](#ie5c08f396cec4eb58b332bd385d844fc_7) [Contents](#ie5c08f396cec4eb58b332bd385d844fc_7)

laboratory utilization, align clinical practice to medical guidelines, and inform patient-care decisions.

Other areas of focus include reducing denials and patient concessions, and logistics route optimization to speed specimen transport.

As people are increasingly seeking to be more directly involved in and have more control over their health outcomes, we are seeking to meet this need.

Our QuestHealth.com platform empowers health-minded consumers to purchase testing directly from us without first having to visit their doctor.

Consumers who want to evaluate their health or monitor certain chronic conditions, such as diabetes or hepatitis, as well as those seeking privacy can use these self-directed options to identify and more frequently monitor health issues than their health plan or other payer may be willing to reimburse.

We also launched health coaching on our QuestHealth.com platform.

While we principally focus on the U.S. market, we serve customers globally and have a growing business that provides advanced reference testing to laboratory providers in other countries.

Some non-routine tests are advanced (“Advanced Diagnostics™”).

We are a leading provider of Advanced Diagnostics™ and provide an array of offerings across the spectrum, including in high growth areas such as Molecular Genomics and Oncology.

We

During 2024, we also developed the test as a clinical offering in anticipation of making it available to oncologists.

During 2024, we completed acquisitions for an aggregate purchase price of $2.2 billion.

We acquired select assets of the outreach laboratory services business of Allina Health, which serves providers and patients in Minnesota and Wisconsin, as well as select assets of the outreach laboratory services business of OhioHealth and the outreach laboratory services business of University Hospitals, which each serve providers and patients in Ohio.

To help achieve our goal of becoming recognized as the undisputed quality leader in the diagnostics information services industry, we have implemented our Quality System Framework, which serves as a reference guide for our employees and describes our Quality System Elements to provide the structure for each laboratory to achieve and maintain quality processes.

In 2024, we published a Health Trends® report with the University of Alabama that suggests adherence to guideline-based laboratory testing and treatment of pregnant women for two of the most prevalent sexually transmitted infections is suboptimal in the United States, with potentially dire effects on maternal and newborn health.

AI helps improve the quality of our screening and diagnostic capabilities.

For instance, in 2024, we extended our AI capabilities in microbiology to include the ability to segregate out specimens with no evidence of microbial growth so our medical scientists can concentrate on reviewing those with the greatest likelihood of disease.

AI also helps improve our operating efficiency.

A Commitment to Helping the Underserved

As part of our commitment to create a healthier world, we, along with our Quest Diagnostics Foundation, launched an initiative to reduce health disparities in underserved communities in the United States through a combination of testing services, education programs, alliances and financial support.

Since its inception, we have committed approximately $46 million to more than 80 programs launched across the United States and Puerto Rico, including supporting community workforce development, COVID-19 testing and vaccination events, wellness events, educating young students on healthy nutrition choices and expanding research and mentorship opportunities.

Numerous undertakings demonstrate our commitment to FQHCs and the people they serve, including by providing free lab testing services.

We are also looking at ways we can assist in addressing social determinants of health that can create barriers to healthcare for marginalized communities in the healthcare system.

In August 2024, we acquired LifeLabs, which provides laboratory diagnostic information and digital health connectivity systems in Canada.

and women’s health, including prenatal genetics.

Our offerings include connecting participants to the right care at the right time, such as (i) a program designed to prevent diabetes and other chronic conditions, (ii) a program that enables participants to engage with a board-certified physician about their results and be guided to the right next action based on those results, (iii) a health coaching program to help individuals adopt healthier behaviors to improve health outcomes and (iv) a program to facilitate virtual telehealth access to clinical services for participants and adult dependents, with emphasis on reducing risks related to preventable chronic diseases.

Medicare Advantage programs and of beneficiary enrollment in these programs.

We also provide additional services to and in conjunction with government agencies across the United States.

For example, in 2024, we were awarded several contracts by the CDC to support testing and sustained laboratory readiness for two emerging infectious diseases.

Competitors also may compete on the basis of new service offerings.

Our employee population is more diverse than the U.S. workforce, taken as a whole.

For example, our mental health support service, launched in 2022, is widely used among our employees and their dependents.

These programs include customized

To gain deeper insights, we expanded our 2024 program to include a culture insights survey, providing an enterprise-wide view of the employee experience in relation to our Purpose and the 5Cs.

Quality Assurance. As discussed further under the heading "Continuous Quality Improvement", our goal is to provide every patient with services and products of superior quality, and to meet that goal we employ the Quest Management System.

Employing root cause analysis, process improvements and rigorous tracking and measuring, we continuously seek to enhance quality, reduce defects, further increase the efficacy and efficiency of our operations and processes, eliminate waste and help standardize operations across our Company.

Unfortunately, as a result of a flawed implementation of PAMA, the data collected did not accurately represent the laboratory market as required under PAMA.

PAMA calls for further revision of the Medicare CLFS for years after 2020, based on future surveys of market rates.

Congress has delayed cuts five times (2021 - 2025) and delayed 2019 reporting six times (2020 - 2025).

Reimbursement rate reduction from 2026-28 is capped by PAMA at 15% annually.

| *FDA* | | | The FDA has regulatory responsibility over, among other areas, instruments, software, test systems, collection kits, reagents and other devices used by clinical laboratories to perform diagnostic testing in the United States. The FDA also regulates drugs-of-abuse testing for employers and insurers, testing for blood bank purposes and testing of donors of human cells for purposes such as in vitro fertilization. We offer companion diagnostic testing services to pharmaceutical companies that are regulated by the FDA. As of May 6, 2024, the FDA announced it was phasing out its general enforcement discretion approach so that LDTs manufactured by a laboratory will generally fall under the same enforcement approach as medical devices. A number of advanced tests we develop internally are offered as LDTs. Pursuant to the FDA’s decision to remove enforcement discretion with regard to most LDTs performed by high complexity CLIA-certified laboratories like ours, all new and significantly modified previously offered laboratory tests that do not benefit from continued enforcement discretion will have to comply with the FDCA over a four-year, five-stage process. Compliance with the FDCA includes, among other things, new quality system regulations and premarket authorization. One major area of the continued FDA enforcement discretion will apply to many tests that were offered for clinical use prior to May 6, 2024 and that do not afterwards undergo certain material modifications. The removal of enforcement discretion for LDTs could result in a revitalization and passage of legislation or other Congressional action. The current FDA policy to remove enforcement discretion and/or new legislation is expected to have a significant impact on the clinical laboratory testing industry, including regulating LDTs in new ways, while creating new avenues of opportunity and competition regarding clinical laboratory testing. | | |

For the Fiscal Year Ended December 31, [removed: 2024][added: 2025]

As of June 30, [removed: 2024,] [added: 2025,] the aggregate market value of the approximately [removed: 111] [added: 112] million shares of voting and non-voting common equity held by non-affiliates of the registrant was approximately [removed: $15.2] [added: $20.0] billion, based on the closing price on such date of the registrant's Common Stock on the New York Stock Exchange.

As of [removed: January 31, 2025,] [added: February 2, 2026,] there were outstanding [removed: 110,978,069] [added: 109,866,320] shares of the registrant’s common stock, $.01 par value.

| Portions of the registrant's Proxy Statement to be filed by April 30, [removed: 2025] [added: 2026] | | | Part III | | |

| Item 1. | | | [removed: [Business](#iee835ac67d7447fda6a9f234ebacff12_13)] [added: [Business](#ie5c08f396cec4eb58b332bd385d844fc_13)] | | | [removed: [1](#iee835ac67d7447fda6a9f234ebacff12_13)] [added: [1](#ie5c08f396cec4eb58b332bd385d844fc_13)] | | |

| | | | [Our [removed: Strategy](#iee835ac67d7447fda6a9f234ebacff12_19)] [added: Strategy](#ie5c08f396cec4eb58b332bd385d844fc_19)] | | | [removed: [2](#iee835ac67d7447fda6a9f234ebacff12_19)] [added: [2](#ie5c08f396cec4eb58b332bd385d844fc_19)] | | |

| | | | [Our [removed: Strengths](#iee835ac67d7447fda6a9f234ebacff12_22)] [added: Strengths](#ie5c08f396cec4eb58b332bd385d844fc_22)] | | | [removed: [5](#iee835ac67d7447fda6a9f234ebacff12_22)] [added: [5](#ie5c08f396cec4eb58b332bd385d844fc_22)] | | |

| | | | [Business [removed: Operations](#iee835ac67d7447fda6a9f234ebacff12_25)] [added: Operations](#ie5c08f396cec4eb58b332bd385d844fc_25)] | | | [removed: [8](#iee835ac67d7447fda6a9f234ebacff12_25)] [added: [8](#ie5c08f396cec4eb58b332bd385d844fc_25)] | | |

| | | | [The Clinical Testing [removed: Industry](#iee835ac67d7447fda6a9f234ebacff12_28)] [added: Industry](#ie5c08f396cec4eb58b332bd385d844fc_28)] | | | [removed: [10](#iee835ac67d7447fda6a9f234ebacff12_28)] [added: [10](#ie5c08f396cec4eb58b332bd385d844fc_28)] | | |

| | | | [Available [removed: Information](#iee835ac67d7447fda6a9f234ebacff12_37)] [added: Information](#ie5c08f396cec4eb58b332bd385d844fc_37)] | | | [removed: [25](#iee835ac67d7447fda6a9f234ebacff12_37)] [added: [25](#ie5c08f396cec4eb58b332bd385d844fc_37)] | | |

| | | | [Information about Our Executive [removed: Officers](#iee835ac67d7447fda6a9f234ebacff12_40)] [added: Officers](#ie5c08f396cec4eb58b332bd385d844fc_40)] | | | [removed: [26](#iee835ac67d7447fda6a9f234ebacff12_40)] [added: [26](#ie5c08f396cec4eb58b332bd385d844fc_40)] | | |

| Item 1A. | | | [Risk [removed: Factors](#iee835ac67d7447fda6a9f234ebacff12_43)] [added: Factors](#ie5c08f396cec4eb58b332bd385d844fc_43)] | | | [removed: [28](#iee835ac67d7447fda6a9f234ebacff12_43)] [added: [28](#ie5c08f396cec4eb58b332bd385d844fc_43)] | | |

| | | | [Cautionary Factors That May Affect Future [removed: Results](#iee835ac67d7447fda6a9f234ebacff12_58)] [added: Results](#ie5c08f396cec4eb58b332bd385d844fc_58)] | | | [removed: [39](#iee835ac67d7447fda6a9f234ebacff12_58)] [added: [39](#ie5c08f396cec4eb58b332bd385d844fc_58)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#iee835ac67d7447fda6a9f234ebacff12_61)] [added: Comments](#ie5c08f396cec4eb58b332bd385d844fc_61)] | | | [removed: [41](#iee835ac67d7447fda6a9f234ebacff12_61)] [added: [42](#ie5c08f396cec4eb58b332bd385d844fc_61)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#iee835ac67d7447fda6a9f234ebacff12_64)] [added: [Cybersecurity](#ie5c08f396cec4eb58b332bd385d844fc_64)] | | | [removed: [41](#iee835ac67d7447fda6a9f234ebacff12_61)] [added: [42](#ie5c08f396cec4eb58b332bd385d844fc_61)] | | |

| Item 2. | | | [removed: [Properties](#iee835ac67d7447fda6a9f234ebacff12_67)] [added: [Properties](#ie5c08f396cec4eb58b332bd385d844fc_67)] | | | [removed: [43](#iee835ac67d7447fda6a9f234ebacff12_67)] [added: [44](#ie5c08f396cec4eb58b332bd385d844fc_67)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#iee835ac67d7447fda6a9f234ebacff12_70)] [added: Proceedings](#ie5c08f396cec4eb58b332bd385d844fc_70)] | | | [removed: [42](#iee835ac67d7447fda6a9f234ebacff12_70)] [added: [42](#ie5c08f396cec4eb58b332bd385d844fc_70)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#iee835ac67d7447fda6a9f234ebacff12_73)] [added: Disclosures](#ie5c08f396cec4eb58b332bd385d844fc_73)] | | | [removed: [43](#iee835ac67d7447fda6a9f234ebacff12_73)] [added: [44](#ie5c08f396cec4eb58b332bd385d844fc_73)] | | |

| Item 5. | | | [Market for Registrant's Common Stock, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#iee835ac67d7447fda6a9f234ebacff12_79)] [added: Securities](#ie5c08f396cec4eb58b332bd385d844fc_79)] | | | [removed: [44](#iee835ac67d7447fda6a9f234ebacff12_79)] [added: [45](#ie5c08f396cec4eb58b332bd385d844fc_79)] | | |

| Item 6. | | | [removed: [Reserved](#iee835ac67d7447fda6a9f234ebacff12_82)] [added: [Reserved](#ie5c08f396cec4eb58b332bd385d844fc_82)] | | | [removed: [45](#iee835ac67d7447fda6a9f234ebacff12_82)] [added: [46](#ie5c08f396cec4eb58b332bd385d844fc_82)] | | |

| Item 7. | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#iee835ac67d7447fda6a9f234ebacff12_85)] [added: Operations](#ie5c08f396cec4eb58b332bd385d844fc_85)] | | | [removed: [45](#iee835ac67d7447fda6a9f234ebacff12_85)] [added: [46](#ie5c08f396cec4eb58b332bd385d844fc_85)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#iee835ac67d7447fda6a9f234ebacff12_88)] [added: Risk](#ie5c08f396cec4eb58b332bd385d844fc_88)] | | | [removed: [46](#iee835ac67d7447fda6a9f234ebacff12_88)] [added: [47](#ie5c08f396cec4eb58b332bd385d844fc_88)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#iee835ac67d7447fda6a9f234ebacff12_91)] [added: Data](#ie5c08f396cec4eb58b332bd385d844fc_91)] | | | [removed: [46](#iee835ac67d7447fda6a9f234ebacff12_91)] [added: [47](#ie5c08f396cec4eb58b332bd385d844fc_91)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#iee835ac67d7447fda6a9f234ebacff12_94)] [added: Disclosure](#ie5c08f396cec4eb58b332bd385d844fc_94)] | | | [removed: [46](#iee835ac67d7447fda6a9f234ebacff12_94)] [added: [47](#ie5c08f396cec4eb58b332bd385d844fc_94)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#iee835ac67d7447fda6a9f234ebacff12_97)] [added: Procedures](#ie5c08f396cec4eb58b332bd385d844fc_97)] | | | [removed: [46](#iee835ac67d7447fda6a9f234ebacff12_97)] [added: [47](#ie5c08f396cec4eb58b332bd385d844fc_97)] | | |

| Item 9B. | | | [Other [removed: Information](#iee835ac67d7447fda6a9f234ebacff12_100)] [added: Information](#ie5c08f396cec4eb58b332bd385d844fc_100)] | | | [removed: [46](#iee835ac67d7447fda6a9f234ebacff12_100)] [added: [47](#ie5c08f396cec4eb58b332bd385d844fc_100)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#iee835ac67d7447fda6a9f234ebacff12_106)] [added: Inspections](#ie5c08f396cec4eb58b332bd385d844fc_106)] | | | [removed: [46](#iee835ac67d7447fda6a9f234ebacff12_106)] [added: [46](#ie5c08f396cec4eb58b332bd385d844fc_106)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#iee835ac67d7447fda6a9f234ebacff12_112)] [added: Governance](#ie5c08f396cec4eb58b332bd385d844fc_112)] | | | [removed: [48](#iee835ac67d7447fda6a9f234ebacff12_112)] [added: [49](#ie5c08f396cec4eb58b332bd385d844fc_112)] | | |

| Item 11. | | | [Executive [removed: Compensation](#iee835ac67d7447fda6a9f234ebacff12_115)] [added: Compensation](#ie5c08f396cec4eb58b332bd385d844fc_115)] | | | [removed: [48](#iee835ac67d7447fda6a9f234ebacff12_115)] [added: [49](#ie5c08f396cec4eb58b332bd385d844fc_115)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholders' [removed: Matters](#iee835ac67d7447fda6a9f234ebacff12_118)] [added: Matters](#ie5c08f396cec4eb58b332bd385d844fc_118)] | | | [removed: [48](#iee835ac67d7447fda6a9f234ebacff12_118)] [added: [49](#ie5c08f396cec4eb58b332bd385d844fc_118)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#iee835ac67d7447fda6a9f234ebacff12_121)] [added: Independence](#ie5c08f396cec4eb58b332bd385d844fc_121)] | | | [removed: [48](#iee835ac67d7447fda6a9f234ebacff12_121)] [added: [49](#ie5c08f396cec4eb58b332bd385d844fc_121)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#iee835ac67d7447fda6a9f234ebacff12_124)] [added: Services](#ie5c08f396cec4eb58b332bd385d844fc_124)] | | | [removed: [48](#iee835ac67d7447fda6a9f234ebacff12_124)] [added: [49](#ie5c08f396cec4eb58b332bd385d844fc_124)] | | |

| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#iee835ac67d7447fda6a9f234ebacff12_130)] [added: Schedules](#ie5c08f396cec4eb58b332bd385d844fc_130)] | | | [removed: [49](#iee835ac67d7447fda6a9f234ebacff12_130)] [added: [50](#ie5c08f396cec4eb58b332bd385d844fc_130)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#iee835ac67d7447fda6a9f234ebacff12_133)] [added: Summary](#ie5c08f396cec4eb58b332bd385d844fc_133)] | | | [removed: [55](#iee835ac67d7447fda6a9f234ebacff12_133)] [added: [56](#ie5c08f396cec4eb58b332bd385d844fc_133)] | | |

| [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#iee835ac67d7447fda6a9f234ebacff12_139)] [added: Operations](#ie5c08f396cec4eb58b332bd385d844fc_139)] | | | | | | [removed: [58](#iee835ac67d7447fda6a9f234ebacff12_139)] [added: [59](#ie5c08f396cec4eb58b332bd385d844fc_139)] | | |

| [Report of Management on Internal Control Over Financial [removed: Reporting](#iee835ac67d7447fda6a9f234ebacff12_154)] [added: Reporting](#ie5c08f396cec4eb58b332bd385d844fc_154)] | | | | | | [removed: [74](#iee835ac67d7447fda6a9f234ebacff12_154)] [added: [75](#ie5c08f396cec4eb58b332bd385d844fc_154)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#iee835ac67d7447fda6a9f234ebacff12_157)] [added: Firm](#ie5c08f396cec4eb58b332bd385d844fc_157)] | | | | | | F- [removed: [1](#iee835ac67d7447fda6a9f234ebacff12_157)] [added: [1](#ie5c08f396cec4eb58b332bd385d844fc_157)] | | |

| [Consolidated Financial Statements and Related [removed: Notes](#iee835ac67d7447fda6a9f234ebacff12_160)] [added: Notes](#ie5c08f396cec4eb58b332bd385d844fc_160)] | | | | | | F- [removed: [4](#iee835ac67d7447fda6a9f234ebacff12_160)] [added: [3](#ie5c08f396cec4eb58b332bd385d844fc_160)] | | |

[removed: [Table](#iee835ac67d7447fda6a9f234ebacff12_7) [of](#iee835ac67d7447fda6a9f234ebacff12_7) [Contents](#iee835ac67d7447fda6a9f234ebacff12_7)][added: [Table](#ie5c08f396cec4eb58b332bd385d844fc_7) [of](#ie5c08f396cec4eb58b332bd385d844fc_7) [Contents](#ie5c08f396cec4eb58b332bd385d844fc_7)]

| | | | [Introduction](#ie5c08f396cec4eb58b332bd385d844fc_16) | | | [1](#ie5c08f396cec4eb58b332bd385d844fc_16) | | |

| | | | [General](#ie5c08f396cec4eb58b332bd385d844fc_31) | | | [18](#ie5c08f396cec4eb58b332bd385d844fc_31) | | |

| | | | [Regulation](#ie5c08f396cec4eb58b332bd385d844fc_34) | | | [22](#ie5c08f396cec4eb58b332bd385d844fc_34) | | |

| | | | [Introduction](#iee835ac67d7447fda6a9f234ebacff12_16) | | | [1](#iee835ac67d7447fda6a9f234ebacff12_16) | | |

| | | | [General](#iee835ac67d7447fda6a9f234ebacff12_31) | | | [18](#iee835ac67d7447fda6a9f234ebacff12_31) | | |

| | | | [Regulation](#iee835ac67d7447fda6a9f234ebacff12_34) | | | [22](#iee835ac67d7447fda6a9f234ebacff12_34) | | |

Although no cybersecurity incident during the year ended December 31, [removed: 2024] [added: 2025] resulted in an interruption of our operations, known losses of critical data or otherwise had a material impact on our strategy, financial condition or results of operations, the scope of any future incident cannot be predicted.

[removed: [Table](#iee835ac67d7447fda6a9f234ebacff12_7) [of](#iee835ac67d7447fda6a9f234ebacff12_7) [Contents](#iee835ac67d7447fda6a9f234ebacff12_7)][added: [Table](#ie5c08f396cec4eb58b332bd385d844fc_7) [of](#ie5c08f396cec4eb58b332bd385d844fc_7) [Contents](#ie5c08f396cec4eb58b332bd385d844fc_7)]

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Our common stock is listed and traded on the New York Stock Exchange under the symbol “DGX.” As of [removed: January 31, 2025,] [added: February 2, 2026,] we had approximately [removed: 1,991] [added: 1,881] record holders of our common stock; we believe that the number of beneficial holders of our common stock exceeds the number of record holders.

The table below sets forth the information with respect to purchases made by or on behalf of the Company of its common stock during the fourth quarter of [removed: 2024.][added: 2025.]

| Employee Transactions (B) | | | | | | [removed: —] [added: 8,938] | | | | | | $ | [removed: —] [added: 177.74] | | | | | N/A | | | | | | N/A | | | | | | | | |

[removed: (A)Since] [added: Since] the share repurchase program's inception in May 2003, our Board of Directors has authorized [removed: $13] [added: $14] billion of share repurchases of our common stock.

[removed: [Table](#iee835ac67d7447fda6a9f234ebacff12_7) [of](#iee835ac67d7447fda6a9f234ebacff12_7) [Contents](#iee835ac67d7447fda6a9f234ebacff12_7)][added: [Table](#ie5c08f396cec4eb58b332bd385d844fc_7) [of](#ie5c08f396cec4eb58b332bd385d844fc_7) [Contents](#ie5c08f396cec4eb58b332bd385d844fc_7)]

Set forth below is a line graph comparing the cumulative total shareholder return on Quest Diagnostics' common stock since December 31, [removed: 2019] [added: 2020] based on the market price of the Company's common stock and assuming reinvestment of dividends, with the cumulative total shareholder return of companies on the Standard & Poor's (S&P) 500 Stock Index and the S&P 500 Health Care (Sector) Index.

[removed: ][added: ]

| 12/31/2021 | | | | | | $ | 173.01 | | | | | 47.86 | | % | | | | 28.71 | | % | | | | 26.13 | | % | | | | $ | [removed: 168.61] [added: 147.86] | | | | | $ | [removed: 152.39] [added: 128.71] | | | | | $ | [removed: 143.09] [added: 126.13] | |

| 12/30/2022 | | | | | | $ | 156.44 | | | | | (7.79) | | % | | | | (18.13) | | % | | | | (1.95) | | % | | | | $ | [removed: 155.47] [added: 136.34] | | | | | $ | [removed: 124.76] [added: 105.37] | | | | | $ | [removed: 140.30] [added: 123.67] | |

| 12/29/2023 | | | | | | $ | 137.88 | | | | | (10.05) | | % | | | | 26.29 | | % | | | | 2.06 | | % | | | | $ | [removed: 139.85] [added: 122.64] | | | | | $ | [removed: 157.56] [added: 133.07] | | | | | $ | [removed: 143.19] [added: 126.22] | |

| 12/31/2024 | | | | | | $ | 150.86 | | | | | 11.77 | | % | | | | 25.02 | | % | | | | 2.58 | | % | | | | $ | [removed: 156.31] [added: 137.07] | | | | | $ | [removed: 196.98] [added: 166.37] | | | | | $ | [removed: 146.88] [added: 129.48] | |

| October 1, 2025 – October 31, 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Share Repurchase Program (A)(C) | | | | | | 450,702 | | | | | | $ | 179.58 | | | | | 450,702 | | | | | | $ | 654,985 | | | | | | | |

| November 1, 2025 – November 30, 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Share Repurchase Program (A)(C) | | | | | | 940,277 | | | | | | $ | 185.12 | | | | | 940,277 | | | | | | $ | 480,920 | | | | | | | |

| December 1, 2025 – December 31, 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Share Repurchase Program (A)(C) | | | | | | 246,212 | | | | | | $ | 182.77 | | | | | 246,212 | | | | | | $ | 435,921 | | | | | | | |

| Employee Transactions (B) | | | | | | 695 | | | | | | $ | 183.04 | | | | | N/A | | | | | | N/A | | | | | | | | |

| Share Repurchase Program (A)(C) | | | | | | 1,637,191 | | | | | | $ | 183.24 | | | | | 1,637,191 | | | | | | $ | 435,921 | | | | | | | |

| Employee Transactions (B) | | | | | | 9,633 | | | | | | $ | 178.12 | | | | | N/A | | | | | | N/A | | | | | | | | |

(A)As of December 31, 2025, $0.4 billion remained available under our share repurchase authorization.

In February 2026, our Board of Directors increased the size of our share repurchase program by $1 billion to $1.4 billion.

(C)Excludes excise taxes on share repurchases of $2 million in aggregate, which will be paid in 2026.

| 12/31/2025 | | | | | | $ | 173.53 | | | | | 17.20 | | % | | | | 17.88 | | % | | | | 14.60 | | % | | | | $ | 160.65 | | | | | $ | 196.11 | | | | | $ | 148.37 | |

| October 1, 2024 – October 31, 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Share Repurchase Program (A) | | | | | | 96,210 | | | | | | $ | 155.90 | | | | | 96,210 | | | | | | $ | 1,020,914 | | | | | | | |

| November 1, 2024 – November 30, 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Share Repurchase Program (A) | | | | | | 556,579 | | | | | | $ | 159.62 | | | | | 556,579 | | | | | | $ | 932,073 | | | | | | | |

| Employee Transactions (B) | | | | | | 689 | | | | | | $ | 160.58 | | | | | N/A | | | | | | N/A | | | | | | | | |

| December 1, 2024 – December 31, 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Share Repurchase Program (A) | | | | | | 290,587 | | | | | | $ | 158.85 | | | | | 290,587 | | | | | | $ | 885,914 | | | | | | | |

| Share Repurchase Program (A) | | | | | | 943,376 | | | | | | $ | 159.00 | | | | | 943,376 | | | | | | $ | 885,914 | | | | | | | |

| 12/31/2020 | | | | | | $ | 119.17 | | | | | 14.04 | | % | | | | 18.40 | | % | | | | 13.45 | | % | | | | $ | 114.04 | | | | | $ | 118.40 | | | | | $ | 113.45 | |

| See page [removed: [74](#iee835ac67d7447fda6a9f234ebacff12_154).] [added: [75](#ie5c08f396cec4eb58b332bd385d844fc_154).] | | |

During the fourth quarter of [removed: 2024,] [added: 2025,] there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended) that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

| Cathy Doherty | | | EVP, Regional Businesses | | | Rule 10b5-1 plan to sell | | | Common Stock | | | Adoption | | | November 14, 2025 | | | November 14, 2025 to May 8, 2026* | | | Up to 37,423* | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| James E. Davis | | | Chairman, Chief Executive Officer and President | | | Rule 10b5-1 plan to sell | | | Common Stock | | | Adoption | | | October 28, 2024 | | | October 28, 2024 to October 28, 2025* | | | Up to 56,057* | | |

| Karthikeyan Kuppusamy | | | SVP, Clinical Solutions | | | Rule 10b5-1 plan to sell | | | Common Stock | | | Adoption | | | October 28, 2024 | | | October 28, 2024 to July 25, 2025* | | | Up to 2,833* | | |

[Table](#iee835ac67d7447fda6a9f234ebacff12_7) [of](#iee835ac67d7447fda6a9f234ebacff12_7) [Contents](#iee835ac67d7447fda6a9f234ebacff12_7)

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Information regarding the Company's executive officers is contained in Part I, Item 1 of this Report under “Information about our Executive Officers.” Information regarding the directors and executive officers of the Company appearing in our Proxy Statement to be filed by April 30, [removed: 2025] [added: 2026] (“Proxy Statement”) under the captions “Proposal No. 1 - Election of Directors,” “Director Independence,” “Board Committees” and "Delinquent Section 16(a) Reports" is incorporated by reference herein.

Information appearing in our Proxy Statement under the captions [removed: “2024] [added: “2025] Director Compensation Table,” “Compensation Discussion and Analysis,” “Information Regarding Executive Compensation” (excluding the information under the subheading "Pay Versus Performance") and “Compensation Committee Report” is incorporated by reference herein.

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| [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID](#iee835ac67d7447fda6a9f234ebacff12_157) 238[)](#iee835ac67d7447fda6a9f234ebacff12_157)] [added: ID](#ie5c08f396cec4eb58b332bd385d844fc_157) 238[)](#ie5c08f396cec4eb58b332bd385d844fc_157)] | | | F- [removed: [1](#iee835ac67d7447fda6a9f234ebacff12_157)] [added: [1](#ie5c08f396cec4eb58b332bd385d844fc_157)] | | |

| [Consolidated Balance [removed: Sheets](#iee835ac67d7447fda6a9f234ebacff12_163)] [added: Sheets](#ie5c08f396cec4eb58b332bd385d844fc_163)] | | | F- [removed: [4](#iee835ac67d7447fda6a9f234ebacff12_163)] [added: [3](#ie5c08f396cec4eb58b332bd385d844fc_163)] | | |

| [Consolidated Statements of [removed: Operations](#iee835ac67d7447fda6a9f234ebacff12_166)] [added: Operations](#ie5c08f396cec4eb58b332bd385d844fc_166)] | | | F- [removed: [5](#iee835ac67d7447fda6a9f234ebacff12_166)] [added: [4](#ie5c08f396cec4eb58b332bd385d844fc_166)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#iee835ac67d7447fda6a9f234ebacff12_169)] [added: Income](#ie5c08f396cec4eb58b332bd385d844fc_169)] | | | F- [removed: [6](#iee835ac67d7447fda6a9f234ebacff12_169)] [added: [5](#ie5c08f396cec4eb58b332bd385d844fc_169)] | | |

| [Consolidated Statements of Cash [removed: Flows](#iee835ac67d7447fda6a9f234ebacff12_172)] [added: Flows](#ie5c08f396cec4eb58b332bd385d844fc_172)] | | | F- [removed: [7](#iee835ac67d7447fda6a9f234ebacff12_172)] [added: [6](#ie5c08f396cec4eb58b332bd385d844fc_172)] | | |

| [Consolidated Statements of Stockholders' [removed: Equity](#iee835ac67d7447fda6a9f234ebacff12_175)] [added: Equity](#ie5c08f396cec4eb58b332bd385d844fc_175)] | | | F- [removed: [8](#iee835ac67d7447fda6a9f234ebacff12_175)] [added: [7](#ie5c08f396cec4eb58b332bd385d844fc_175)] | | |

| [Notes to Consolidated Financial [removed: Statements](#iee835ac67d7447fda6a9f234ebacff12_178)] [added: Statements](#ie5c08f396cec4eb58b332bd385d844fc_178)] | | | F- [removed: [9](#iee835ac67d7447fda6a9f234ebacff12_178)] [added: [8](#ie5c08f396cec4eb58b332bd385d844fc_178)] | | |

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| [removed: 4.25*] [added: 22*] | | | [removed: [Description] [added: [Subsidiary Guarantors] of [removed: Securities](https://www.sec.gov/Archives/edgar/data/1022079/000102207925000044/dgx12312024ex425.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/1022079/000102207926000015/dgx12312025ex22.htm)] | | | | | |

| [removed: 10.1‡] [added: 10.9‡] | | | [removed: [Amended and Restated Employee Stock Purchase] [added: [Quest Diagnostics Incorporated Senior Management Incentive] Plan, as [removed: amended, effective as of May 16, 2023] [added: amended and restated February 18, 2019] (filed as an Exhibit to the [removed: Company’s] [added: Company's] quarterly report on Form 10-Q for the quarter ended [removed: June 30, 2023] [added: March 31, 2019] and incorporated herein by reference) (Commission File Number [removed: 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000102207923000136/dgx06302023ex102.htm)] [added: 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000102207919000118/dgx03312019ex102.htm)] | | | | | |

| 10.3‡ | | | [Form of Quest Diagnostics Incorporated [added: 2025] Equity Award Agreement (filed as an Exhibit to the Company’s quarterly report on Form 10-Q for the quarter ended March 31, [removed: 2024] [added: 2025] and incorporated herein by reference) (Commission File Number [removed: 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000102207924000099/dgx03312024ex101.htm)] [added: 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000102207925000120/dgx03312025ex101.htm)] | | | | | |

| [removed: 10.6*] [added: 10.7‡*] | | | [Amendment No. [removed: 2] [added: 3] to Quest Diagnostics Supplemental Deferred Compensation Plan (Post [removed: -] [added: –] 2004) [removed: (as amended] [added: (amended] and restated December 1, [removed: 2020),] [added: 2004),] effective [removed: as of December 9, 2024](https://www.sec.gov/Archives/edgar/data/1022079/000102207925000044/dgx12312024ex106.htm)] [added: January 1, 2026](https://www.sec.gov/Archives/edgar/data/1022079/000102207926000015/dgx12312025ex107.htm)] | | | | | |

| [removed: 10.7‡] [added: 10.8‡] | | | [Quest Diagnostics Supplemental Deferred Compensation Plan (Pre-2005) amended and restated December 1, 2020](https://www.sec.gov/Archives/edgar/data/1022079/000102207921000029/dgx12312020ex105.htm) (filed as an Exhibit to the Co[mpany’s 2020 annual report on Form 10-K and incorporated herein by reference) (Commission File Number 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000102207921000029/dgx12312020ex105.htm) | | | | | |

| [removed: 10.8‡] [added: 10.14‡] | | | [Quest Diagnostics Incorporated [removed: Senior Management Incentive Plan,] [added: Amended and Restated Deferred Compensation Plan for Directors] as amended [removed: and restated] [added: effective] February 18, [removed: 2019] [added: 2020] (filed as an Exhibit to the [removed: Company's quarterly] [added: Company’s 2019 annual] report on Form [removed: 10-Q for the quarter ended March 31, 2019] [added: 10-K] and incorporated herein by reference) (Commission File Number [removed: 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000102207919000118/dgx03312019ex102.htm)] [added: 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000102207920000017/dgx12312019ex1012.htm)] | | | | | |

| [removed: 10.9‡*] [added: 10.10‡] | | | [Amended and Restated Quest Diagnostics Incorporated Executive Officer Severance Plan, as amended November 12, [removed: 2024](https://www.sec.gov/Archives/edgar/data/1022079/000102207925000044/dgx12312024ex109.htm)] [added: 2024 (filed as an Exhibit to the Company's 2024 annual report on Form 10-K and incorporated herein by reference) (Commission File Number 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000102207925000044/dgx12312024ex109.htm)] | | | | | |

| [removed: 10.10‡] [added: 10.11‡] | | | [The Quest Diagnostics Profit Sharing Plan (Amendment and Restatement, effective as of September 14, 2023) (filed as an Exhibit to the Company’s 2023 annual report on Form 10-K and incorporated herein by reference) (Commission File Number 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000102207924000041/dgx12312023ex109.htm) | | | | | |

| [removed: 10.11*] [added: 10.13‡*] | | | [Amendment No. [removed: 1] [added: 2] to [removed: The] [added: the] Quest Diagnostics Profit Sharing Plan, dated [removed: as of December 9, 2024](https://www.sec.gov/Archives/edgar/data/1022079/000102207925000044/dgx12312024ex1011.htm)] [added: January 20, 2026](https://www.sec.gov/Archives/edgar/data/1022079/000102207926000015/dgx12312025ex1013.htm)] | | | | | |

| [removed: 10.12‡] [added: 10.6‡] | | | [removed: [Quest] [added: [Amendment No. 2 to Quest] Diagnostics [removed: Incorporated Amended and Restated] [added: Supplemental] Deferred Compensation Plan [removed: for Directors as] [added: (Post - 2004) (as] amended [added: and restated December 1, 2020),] effective [removed: February 18, 2020] [added: as of December 9, 2024] (filed as an Exhibit to the [removed: Company’s 2019] [added: Company's 2024] annual report on Form 10-K and incorporated herein by reference) (Commission File Number [removed: 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000102207920000017/dgx12312019ex1012.htm)] [added: 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000102207925000044/dgx12312024ex106.htm)] | | | | | |

| [removed: 10.13‡] [added: 10.15‡] | | | [Amended and Restated Quest Diagnostics Incorporated Long-Term Incentive Plan for Non-Employee Directors (as amended November 18, 2020) (filed as an Exhibit to the Company’s 2020 annual report on Form 10-K and incorporated herein by reference) (Commission File Number 001-12215)](https://www.sec.gov/Archives/edgar/data/0001022079/000102207921000029/dgx12312020ex1017.htm) | | | | | |

| [removed: 10.14‡] [added: 10.16‡] | | | [Form of Quest Diagnostics Incorporated Non-Employee Director Equity Award Grant Certificate (filed as an Exhibit to the Company’s 2015 annual report on Form 10-K and incorporated herein by reference) (Commission File Number 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000102207916000195/dgx12312015ex1015.htm) | | | | | |

| [removed: 10.15‡] [added: 10.17‡] | | | [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 2022 annual report on Form 10-K and incorporated herein by reference) (Commission File Number 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000102207923000018/dgx12312022ex1020.htm) | | | | | |

| [removed: 10.16†] [added: 10.18†] | | | [Equity Purchase Agreement, dated as of July 2, 2024, by and among the Company and 1000923563 Ontario Inc., a subsidiary of the Company, and Borealis Infrastructure Corporation, a corporation incorporated under the federal laws of Canada, BPC Health Trust, a trust organized under the laws of the Province of Ontario, LifeLabs Inc, a corporation incorporated under the federal laws of Canada, and BPC Lab Finance LP, an Ontario limited partnership (filed as an Exhibit to the Company's quarterly report on Form 10-Q for the quarter ending June 30, 2024 and incorporated herein by reference)(Commission File Number 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000102207924000156/dgx06302024ex101.htm) | | | | | |

| [removed: 19.1*] [added: 19.1] | | | [Quest Diagnostics Incorporated Policy on Securities [removed: Trading](https://www.sec.gov/Archives/edgar/data/1022079/000102207925000044/dgx12312024ex191.htm)] [added: Trading (filed as an Exhibit to the Company's 2024 annual report on Form 10-K and incorporated herein by reference) (Commission File Number 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000102207925000044/dgx12312024ex191.htm)] | | | | | |

| 21.1* | | | [Subsidiaries of Quest Diagnostics [removed: Incorporated](https://www.sec.gov/Archives/edgar/data/1022079/000102207925000044/dgx12312024ex211.htm)] [added: Incorporated](https://www.sec.gov/Archives/edgar/data/1022079/000102207926000015/dgx12312025ex211.htm)] | | | | | |

| 23.1* | | | [Consent of PricewaterhouseCoopers [removed: LLP](https://www.sec.gov/Archives/edgar/data/1022079/000102207925000044/dgx12312024ex231.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/1022079/000102207926000015/dgx12312025ex231.htm)] | | | | | |

| 24.1* | | | [Power of Attorney (included on signature [removed: page)](#iee835ac67d7447fda6a9f234ebacff12_136)] [added: page)](#ie5c08f396cec4eb58b332bd385d844fc_136)] | | | | | |

| 31.1* | | | [Rule 13a-14(a) Certification of Chief Executive [removed: Officer](https://www.sec.gov/Archives/edgar/data/1022079/000102207925000044/dgx12312024ex311.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/1022079/000102207926000015/dgx12312025ex311.htm)] | | | | | |

| 31.2* | | | [Rule 13a-14(a) Certification of Chief Financial [removed: Officer](https://www.sec.gov/Archives/edgar/data/1022079/000102207925000044/dgx12312024ex312.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/1022079/000102207926000015/dgx12312025ex312.htm)] | | | | | |

| 32.1 | | | [Section 1350 Certification of Chief Executive [removed: Officer](https://www.sec.gov/Archives/edgar/data/1022079/000102207925000044/dgx12312024ex321.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/1022079/000102207926000015/dgx12312025ex321.htm)] | | | | | |

| 32.2 | | | [Section 1350 Certification of Chief Financial [removed: Officer](https://www.sec.gov/Archives/edgar/data/1022079/000102207925000044/dgx12312024ex322.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/1022079/000102207926000015/dgx12312025ex322.htm)] | | | | | |

| [removed: 99.13*] [added: 99.16*] | | | [Amendment No. [removed: 9] [added: 12] to Sixth Amended and Restated Credit and Security Agreement, dated as of [removed: August 8, 2024](https://www.sec.gov/Archives/edgar/data/1022079/000102207925000044/dgx12312024ex9913.htm)] [added: November 20, 2025](https://www.sec.gov/Archives/edgar/data/1022079/000102207926000015/dgx12312025ex9916.htm)] | | | | | |

| [removed: 99.14*] [added: 99.14] | | | [Amendment No. 10 to Sixth Amended and Restated Credit and Security Agreement, dated as of November 20, [removed: 2024](https://www.sec.gov/Archives/edgar/data/1022079/000102207925000044/dgx12312024ex9914.htm)] [added: 2024 (filed as an Exhibit to the Company’s 2024 annual report on Form 10-K and incorporated herein by reference) (Commission File Number 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000102207925000044/dgx12312024ex9914.htm)] | | | | | |

| [removed: 99.15] [added: 99.17] | | | [removed: [Third] [added: [Amendment and Restatement Agreement, dated as of April 30, 2025, relating to the Third] Amended and Restated Credit [removed: Agreement,] [added: Agreement] dated as of November 23, [removed: 2021,] [added: 2021 (as amended, amended and restated, supplemented or otherwise modified),] among Quest Diagnostics Incorporated, [removed: as Borrower,] the [removed: lenders] [added: Lenders from time to time] party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and [added: the] other agents party thereto (filed as an Exhibit to the [removed: Company's 2021 annual] [added: Company’s quarterly] report on Form [removed: 10-K] [added: 10-Q for the quarter ended June 30, 2025] and incorporated herein by reference) (Commission File Number [removed: 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000102207922000027/dgx12312021ex9910.htm)] [added: 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000102207925000175/dgx06302025ex992.htm)] | | | | | |

| [removed: 99.16] [added: 99.18] | | | [removed: [Amendment No. 1, dated as of March 31, 2023, relating to the Third] [added: [Fourth] Amended and Restated Credit Agreement, dated as of [removed: November 23, 2021,] [added: 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 [removed: thereto] [added: thereto, forming Exhibit A to the Amendment and Restatement Agreement in Exhibit 99.17] (filed as an Exhibit to the Company’s quarterly report on Form 10-Q for the quarter ended [removed: March 31, 2023] [added: June 30, 2025] and incorporated herein by reference) (Commission File Number [removed: 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000102207923000093/dgx03312023ex991.htm)] [added: 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000102207925000175/dgx06302025ex993.htm)] | | | | | |

| [removed: 99.17] [added: 99.19] | | | [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 Sale Agreement, dated as of October 28, 2015, among Quest Diagnostics Incorporated and certain of its subsidiaries (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)](https://www.sec.gov/Archives/edgar/data/1022079/000102207923000018/dgx12312022ex9912.htm) | | | | | |

| 101.SCH | | | Inline XBRL Taxonomy Extension Schema Document - [removed: dgx-20241231.xsd] [added: dgx-20251231.xsd] | | | | | |

| 101.CAL | | | Inline XBRL Taxonomy Extension Calculation Linkbase Document - [removed: dgx-20241231_cal.xml] [added: dgx-20251231_cal.xml] | | | | | |

| 101.DEF | | | Inline XBRL Taxonomy Extension Definition Linkbase Document - [removed: dgx-20241231_def.xml] [added: dgx-20251231_def.xml] | | | | | |

| 101.LAB | | | Inline XBRL Taxonomy Extension Label Linkbase Document - [removed: dgx-20241231_lab.xml] [added: dgx-20251231_lab.xml] | | | | | |

| 101.PRE | | | Inline XBRL Taxonomy Extension Presentation Linkbase Document - [removed: dgx-20241231_pre.xml] [added: dgx-20251231_pre.xml] | | | | | |

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| 4.25 | | | [Description of Securities (filed as an Exhibit to the Company’s 2024 annual report on Form 10-K and incorporated herein by reference) (Commission File Number 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000102207925000044/dgx12312024ex425.htm) | | | | | |

| 10.1‡* | | | [Amended and Restated Employee Stock Purchase Plan, as amended, effective as of November 6, 2025](https://www.sec.gov/Archives/edgar/data/1022079/000102207926000015/dgx12312025ex101.htm) | | | | | |

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| 10.12‡ | | | [Amendment No. 1 to The Quest Diagnostics Profit Sharing Plan, dated as of December 9, 2024 (filed as an Exhibit to the Company's 2024 annual report on Form 10-K and incorporated herein by reference) (Commission File Number 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000102207925000044/dgx12312024ex1011.htm) | | | | | |

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| 99.13 | | | [Amendment No. 9 to Sixth Amended and Restated Credit and Security Agreement, dated as of August 8, 2024 (filed as an Exhibit to the Company’s 2024 annual report on Form 10-K and incorporated herein by reference) (Commission File Number 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000102207925000044/dgx12312024ex9913.htm) | | | | | |

| 99.15 | | | [Amendment No. 11 to Sixth Amended and Restated Credit and Security Agreement, dated as of April 30, 2025 (filed as an Exhibit to the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2025 and incorporated herein by reference) (Commission File Number 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000102207925000175/dgx06302025ex991.htm) | | | | | |

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| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| 22* | | | [Subsidiary Guarantors of Securities](https://www.sec.gov/Archives/edgar/data/1022079/000102207925000044/dgx12312024ex22.htm) | | | | | |

[removed: [Table](#iee835ac67d7447fda6a9f234ebacff12_7) [of](#iee835ac67d7447fda6a9f234ebacff12_7) [Contents](#iee835ac67d7447fda6a9f234ebacff12_7)][added: [Table](#ie5c08f396cec4eb58b332bd385d844fc_7) [of](#ie5c08f396cec4eb58b332bd385d844fc_7) [Contents](#ie5c08f396cec4eb58b332bd385d844fc_7)]

Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February [removed: 20, 2025.][added: 26, 2026.]

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on February [removed: 20, 2025.][added: 26, 2026.]

| [removed: /s/Luiz] [added: /s/Luis] A. Diaz, Jr. [removed: Luiz] [added: Luis] A. Diaz, Jr. | | | | | | Director | | |

Our other customers include health plans, employers, [added: new and] emerging retail healthcare providers, government agencies, pharmaceutical companies and other commercial clinical laboratories.

During [removed: 2024,] [added: 2025,] we processed approximately [removed: 217] [added: 244] million test requisitions through our extensive laboratory network.

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| [removed: Net revenues] [added: Net revenues] | | | [removed: $9,872] [added: $] | [added: 11,035] | | | | | [removed: $9,252] [added: $] | [added: 9,872] | | | | | [removed: $9,883] [added: $] | [added: 9,252] | |

| DIS revenues | | | [removed: $9,614] [added: $10,785] | | | | | | [removed: $8,976] [added: $9,614] | | | | | | [removed: $9,609] [added: $8,976] | | |

| Revenue per requisition change | | | [removed: 1.3%] [added: 0.1%] | | | | | | [removed: (5.9)%] [added: 1.3%] | | | | | | [removed: (4.5)%] [added: (5.9)%] | | |

| Requisition volume change | | | [removed: 5.5%] [added: 12.3%] | | | | | | [removed: (0.6)%] [added: 5.5%] | | | | | | [removed: (4.5)%] [added: (0.6)%] | | |

| Organic requisition volume change | | | [removed: 0.7%] [added: 3.4%] | | | | | | [removed: (1.0)%] [added: 0.7%] | | | | | | [removed: (5.1)%] [added: (1.0)%] | | |

| DS revenues | | | [removed: $258] [added: $250] | | | | | | [removed: $276] [added: $258] | | | | | | [removed: $274] [added: $276] | | |

| Operating income | | | [removed: $1,346] [added: $1,556] | | | | | | [removed: $1,262] [added: $1,346] | | | | | | [removed: $1,428] [added: $1,262] | | |

| Net income attributable to Quest Diagnostics | | | [removed: $871] [added: $992] | | | | | | [removed: $854] [added: $871] | | | | | | [removed: $946] [added: $854] | | |

| Diluted earnings per share | | | [removed: $7.69] [added: $8.75] | | | | | | [removed: $7.49] [added: $7.69] | | | | | | [removed: $7.97] [added: $7.49] | | |

| Net cash provided by operating activities | | | [removed: $1,334] [added: $1,886] | | | | | | [removed: $1,272] [added: $1,334] | | | | | | [removed: $1,718] [added: $1,272] | | |

| Capital expenditures | | | [removed: $425] [added: $527] | | | | | | [removed: $408] [added: $425] | | | | | | [removed: $404] [added: $408] | | |

For further discussion of the year-over-year changes for the year ended December 31, [removed: 2024] [added: 2025] compared to the year ended December 31, [removed: 2023,] [added: 2024,] see "Results of Operations" below.

[removed: Acquisition] [added: *Acquisition] of select assets of [removed: Lenco Diagnostic Laboratories, Inc. ("Lenco")][added: Spectra Laboratories*]

The acquired [removed: business is] [added: businesses are] included in our DIS business.

For further details, see [removed: Notes] [added: Note] 6 to the audited consolidated financial statements.

The Invigorate program aims to deliver 3% annual cost savings and productivity improvements to partially offset pressures from [removed: the current] [added: an] inflationary environment, including labor and benefit cost increases and reimbursement pressures.

Other areas of focus include reducing denials and patient concessions, [added: and] enhancing the digital [removed: experience, and selecting and retaining talent.][added: experience.]

For the year ended December 31, [removed: 2024,] [added: 2025,] we incurred [removed: $62] [added: $53] million of pre-tax charges in connection with restructuring and integration activities, including $28 million of employee separation costs, with the remainder including integration costs.

[removed: In 2024 and 2023, we derived][added: | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |]

[added: In 2025 and 2024, we derived] approximately [removed: 5%] [added: 8%] and [removed: 3%,] [added: 5%,] respectively, of our consolidated net revenues from capitated payment arrangements and in [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] we derived approximately [removed: 11%] [added: 15%] and [removed: 9%,] [added: 11%,] respectively, of our testing volume from capitated payment arrangements.

[removed: Pursuant to the Protecting] Access to Medicare Act [added: of 2014] ("PAMA"), reimbursement rates for [added: many] clinical laboratory [removed: testing] [added: tests provided under Medicare] were reduced [removed: from] [added: during] 2018 - 2020.

The following table shows the approximate percentage of our total requisition volume and net revenues associated with our DIS business during [removed: 2024] [added: 2025] applicable to each payer customer group:

| | | | [removed: Total DIS] [added: Total] | | | | | | Consolidated | | |

| Healthcare insurers | | | [removed: 46% | | | | | | 40%] [added: 27%] | | |

| Government payers | | | [removed: 12] [added: 17] | | | | | | [removed: 13] [added: 16] | | |

| Client payers | | | [removed: 39] [added: 37] | | | | | | [removed: 33] [added: 31] | | |

| Patients * | | | 1 | | | | | | [removed: 11] [added: 12] | | |

| Total DIS | | | 98% | | | | | | [removed: 97%] [added: 98%] | | |

The following table shows net accounts receivable as of December 31, [removed: 2024] [added: 2025] applicable to each payer customer group:

| Healthcare insurers | | | [added: 27% | | | | | |] 26% | | |

| Government payers | | | [removed: 7] [added: 8] | | |

| Client payers | | | [removed: 45] [added: 43] | | |

Collection of our net revenues from healthcare insurers is normally a function of providing complete and correct [added: billing information to the healthcare insurers within the various filing deadlines and generally occurs within 30 to 60 days of billing.]

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2025 Highlights

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Acquisition of select testing assets of Spectra Laboratories

During February 2025, we entered into a definitive agreement to acquire select clinical testing assets and select dialysis-related water testing assets of Fresenius Medical Care's wholly-owned Spectra Laboratories, a leading provider of renal-specific laboratory testing services in the United States.

During August 2025, the acquisition of the select clinical testing assets closed and during November 2025 the acquisition of the select dialysis-related water testing assets closed.

We paid $84 million of aggregate cash consideration for the businesses.

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The political environment impacting healthcare regulation in the United States continues to be uncertain.

The services that we offer and our result of operations could be adversely affected by legislative, enforcement, regulatory and public policy changes at the federal or state level, many of which we cannot anticipate at this time.

Pursuant to The Protecting

Starting in 2020, Congress has repeatedly acted to delay PAMA implementation by delaying the next round of data reporting (2020-2026) and Medicare cuts (2021-2026).

Congress introduced legislation in 2025, the Results Act, which would reform PAMA and create a true market-based CLFS.

In July 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted.

The OBBBA and other possible legislation is expected to impact healthcare providers in the United States, including us, primarily through changes to Medicaid and the Affordable Care Act (“ACA”).

These changes could lead to reduced funding, increased regulatory burdens and potential shifts in patient populations among payer types and utilization.

Additional federal and state guidance is expected to be issued in order to implement the various provisions of the OBBBA, many of which have effective dates in 2027 and 2028.

In addition, the enhanced Premium Tax Credits (“PTC”) that were part of the Inflation Reduction Act of 2022, which have helped drive an increase in Individual Public Exchange enrollment, expired at the end of 2025 and such expiration could also have an impact on patient populations and result in shifts among payer types and utilization.

Revenues generated under Medicaid and managed Medicaid programs, and through the ACA related Exchange Plans, represented approximately 8% and less than 5%, respectively, of consolidated revenues for 2025.

Based on the provisions of the new legislation (including various effective dates), we currently believe that the OBBBA, and expiration of the enhanced PTCs, are not expected to have a material impact on our consolidated revenues for 2026.

In addition, we currently estimate that for 2026 through 2028 the OBBBA and the expiration of the enhanced PTCs at the end of 2025 could reduce our consolidated revenues by up to 50-60 basis points by 2028, compared to 2025, primarily reflecting the impact on our ACA related Exchange Plans revenues.

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While the impacts outlined above represent our current estimates, we continue to assess the impact of the OBBBA and the expiration of the enhanced PTCs on our outlook for 2026 through 2028.

The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act of 2017, including 100% bonus depreciation, domestic research cost expensing and the business interest expense limitation, among other tax changes.

Many of the tax provisions of the OBBBA are designed to accelerate tax deductions, which leads to lower cash tax payments.

The new legislation has multiple effective dates, with certain provisions effective in 2025 and others in the future.

The tax provisions of the legislation did not have a material impact on our statement of operations.

Our consolidated deferred income tax liabilities as of December 31, 2025 and 2024 were $354 million and $278 million, respectively.

The increase was principally due to the domestic research cost expensing and bonus depreciation elements of the OBBBA.

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| Healthcare insurers | | | 43% | | | | | | 39% | | |

If any capitated

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estimates are adjusted or paid.

The discounted cash flows analysis

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However, DS revenues for the year ended December 31, 2025 decreased by 3.3% compared to the prior year primarily due to lower revenues associated with our risk assessment services offered to insurers.

Therefore, we will continue to closely monitor the risk assessment services reporting unit for potential impairment going forward.

2024 Highlights

| | | | | | | | | | | | | | | | | | |

On February 12, 2024, we acquired select assets of Lenco, an independent clinical diagnostic laboratory provider serving physicians in New York, in an all-cash transaction for $111 million.

Acquisition of select assets of PathAI Diagnostics

On June 10, 2024, we acquired select assets of PathAI Diagnostics, a business that provides anatomic and digital pathology laboratory services, in an all-cash transaction for $100 million.

Acquisition of all of the issued and outstanding common shares of LifeLabs Inc. and all of the partnership interests of BPC Lab Finance LP (collectively, "LifeLabs")

On August 23, 2024, we acquired LifeLabs in an all-cash transaction for approximately CAN $1.35 billion (approximately USD $1 billion).

LifeLabs provides laboratory diagnostic information and digital health connectivity systems in Canada.

Acquisition of select assets of the outreach laboratory services business of Allina Health ("Allina")

On September 16, 2024, we acquired select assets of the outreach laboratory services business of Allina, which serves providers and patients in Minnesota and Wisconsin, in an all-cash transaction for $230 million.

Acquisition of the laboratory business of three physician groups in New York

On September 30, 2024, we acquired the laboratory business of three physician groups in New York in an all-cash transaction for $300 million.

Acquisition of select assets of the outreach laboratory services business of OhioHealth

On October 13, 2024, we acquired select assets of the outreach laboratory services business of OhioHealth, which serves providers and patients in Ohio, in an all-cash transaction for $200 million.

Acquisition of the outreach laboratory services business of University Hospitals

On December 30, 2024, we acquired the outreach laboratory services business of University Hospitals, which serves providers and patients in Ohio, in an all-cash transaction for $183 million.

Senior Notes Offering

In August 2024, we completed a $1.85 billion senior notes offering, consisting of $400 million aggregate principal amount of 4.60% senior notes due December 2027 (the "2027 Senior Notes"), $600 million aggregate principal amount of 4.625% senior notes due December 2029 (the "2029 Senior Notes") and $850 million aggregate principal amount of 5.00% senior notes due December 2034 (the "2034 Senior Notes," and together with the 2027 Senior Notes and the 2029 Senior Notes, the "Senior Notes").

We used a portion of the net proceeds from the Senior Notes offering to fund the purchase price and related transaction costs of the acquisition of LifeLabs (see above for further details).

We expect to use the balance of the net proceeds from the offering for general corporate purposes, which may include the redemption or repayment of indebtedness, including our 3.50% senior notes due March 2025.

For further details regarding our debt, see Note 13 and Note 15 to the audited consolidated financial statements.

The increases from 2023 to 2024 were principally due to LifeLabs, which has revenues generated from various capitated arrangements with the government.

Following the Presidential election and changes in leadership at healthcare related regulatory bodies, we expect there to be changes with respect to the regulatory environment applicable to our business and these changes may be significant.

It is unclear, at this time, the extent of these changes and the impact such changes will have on our business.

PAMA calls for further revision of the CLFS for years after 2020, based on future surveys of market rates; reimbursement reduction from 2026 - 2028 is capped by PAMA at 15% annually.

PAMA's next data collection and reporting period have been delayed, most recently by federal legislation adopted in 2024, which further delayed the reimbursement rate reductions and reporting requirements until January 1, 2026.

billing information to the healthcare insurers within the various filing deadlines and generally occurs within 30 to 60 days of billing.

have an adverse impact on our client base and reputation.

| DIS business | | | $ | 9,614 | | | | | $ | 8,976 | | | | | | | | | | | $ | 638 | | | | | | | | | | | 7.1 | | % | | | | | | |

| DS businesses | | | 258 | | | | | | 276 | | | | | | | | | | | | (18) | | | | | | | | | | | | (6.3) | | | | | | | | |

- DIS revenues in the base business (including the impact of recent acquisitions) increased by 9.0% compared to the prior year.

- Testing volume in the base business (including the impact of recent acquisitions) was up 6.2% compared to the prior year.

- Revenue per requisition in the base business increased by 2.4% compared to the prior year principally due to an increase in the number of tests per requisition and favorable test mix, partially offset by the impact of the acquisition of LifeLabs (which has a lower revenue per requisition).

For the year ended December 31, 2023, other operating expense, net principally includes a $29 million impairment charge on certain long-lived assets related to the shutdown of a business and, to a lesser extent, an $11 million loss associated with the increase in the fair value of the contingent consideration accrual associated with previous acquisitions.

Interest expense, net increased by $49 million for the year ended December 31, 2024 compared to the prior year, primarily due to the issuance during November 2023 of $750 million aggregate principal amount of 6.40% senior notes due 2033 and the issuance in August 2024 of $1.85 billion aggregate principal amount of Senior Notes (see "2024 Highlights" above), partially offset by increased interest income (principally due to higher cash on hand) and lower borrowings under our secured receivables credit facility.

The increase was principally due to a change in return to provision true-ups.

During October 2024, we entered into various fixed-to-variable interest rate swap agreements with an aggregate notional amount of $700 million and various interest rates ranging from SOFR plus a spread of 1.40% to SOFR plus a spread of 1.43%.

These derivative financial instruments are accounted for as fair value hedges of a portion of our 2034 Senior Notes.

current earnings in our consolidated statement of operations.

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