What changed in this filing

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Item 9A. Controls and Procedures

2026-02-26 compared with 2025-02-20 · 323 added, 353 removed, 1888 unchanged (26% of the section changed)

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Name Title Type of Trading Arrangement Security Action Date of Action Duration of Trading Arrangement Aggregate Number of Securities Covered

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 *

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 *

Karthikeyan Kuppusamy

SVP, Clinical Solutions

Rule 10b5-1 plan to sell Common Stock Adoption October 28, 2024

October 28, 2024 to July 25, 2025 *

* Includes shares of common stock to be released from (a) stock options and/or restricted stock units that are expected to vest and/or (b) performance share awards that may vest, subject to the satisfaction of the applicable performance metrics.

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August 14, 2024) and incorporated herein by reference) (Commission File Number 001-12215)

4.25* Description of Securities

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

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)

10.1‡* Amended and Restated Employee Stock Purchase Plan, as amended, effective as of November 6, 2025

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

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10.6‡ Amendment No.

2 to Quest Diagnostics Supplemental Deferred Compensation Plan (Post - 2004) (as amended and restated December 1, 2020), effective as of December 9, 2024

2 to Quest Diagnostics Supplemental Deferred Compensation Plan (Post - 2004) (as amended and restated December 1, 2020), effective 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)

10.7‡* Amendment No.

3 to Quest Diagnostics Supplemental Deferred Compensation Plan (Post – 2004) (amended and restated December 1, 2004), effective January 1, 2026

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

10.9‡ Quest Diagnostics Incorporated Senior Management Incentive Plan, as amended and restated February 18, 2019 (filed as an Exhibit to the Company's quarterly report on Form 10-Q for the quarter ended March 31, 2019 and incorporated herein by reference) (Commission File Number 001-12215)

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

10.10‡ Amended and Restated Quest Diagnostics Incorporated Executive Officer Severance Plan, as amended November 12, 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)

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)

10.12‡ Amendment No.

1 to The Quest Diagnostics Profit Sharing Plan, dated as of December 9, 2024

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)

10.13‡* Amendment No.

2 to the Quest Diagnostics Profit Sharing Plan, dated January 20, 2026

10.14‡ Quest Diagnostics Incorporated Amended and Restated Deferred Compensation Plan for Directors as amended effective February 18, 2020 (filed as an Exhibit to the Company’s 2019 annual report on Form 10-K and incorporated herein by reference) (Commission File Number 001-12215)

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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)

19.1* Quest Diagnostics Incorporated Policy on Securities Trading

19.1 Quest Diagnostics Incorporated Policy on Securities 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)

21.1* Subsidiaries of Quest Diagnostics Incorporated

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99.13 Amendment No.

9 to Sixth Amended and Restated Credit and Security Agreement, dated as of August 8, 2024

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)

99.14 Amendment No.

10 to Sixth Amended and Restated Credit and Security Agreement, dated as of November 20, 2024

99.15 Third Amended and Restated Credit Agreement, dated as of November 23, 2021, among Quest Diagnostics Incorporated, as Borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and other agents party thereto (filed as an Exhibit to the Company's 2021 annual report on Form 10-K and incorporated herein by reference) (Commission File Number 001-12215)

10 to Sixth Amended and Restated Credit and Security Agreement, dated as of November 20, 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)

99.15 Amendment No.

1, dated as of March 31, 2023, relating to the Third Amended and Restated Credit Agreement, dated as of November 23, 2021, among Quest Diagnostics Incorporated, as Borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and other agents party thereto (filed as an Exhibit to the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2023 and incorporated herein by reference) (Commission File Number 001-12215)

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)

99.16* Amendment No.

12 to Sixth Amended and Restated Credit and Security Agreement, dated as of November 20, 2025

99.17 Amendment and Restatement Agreement, dated as of April 30, 2025, relating to the Third Amended and Restated Credit Agreement dated as of November 23, 2021 (as amended, amended and restated, supplemented or otherwise modified), among Quest Diagnostics Incorporated, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents party thereto (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)

99.18 Fourth Amended and Restated Credit Agreement, dated as of April 30, 2025, among Quest Diagnostics Incorporated, as Borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and other agents party thereto, forming Exhibit A to the Amendment and Restatement Agreement in Exhibit 99.17 (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)

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)

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We provide services to a broad range of customers within our primary customer channels - physicians (including those associated with accountable care organizations ("ACOs") and Federally Qualified Health Centers ("FQHCs")), hospitals, and patients and consumers.

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

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

We offer broad access to clinical testing through a network of laboratories, patient service centers, phlebotomists in physician offices, and our connectivity resources, including call centers and mobile phlebotomists, nurses and other health and wellness professionals.

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

Acquisition of select assets of Lenco Diagnostic Laboratories, Inc.

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.

The acquired business is included in our DIS business.

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.

The acquired business is included in our DIS business.

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.

The acquired business is included in our DIS business.

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.

The acquired business is included in our DIS business.

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.

The acquired business is included in our DIS business.

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.

The acquired business is included in our DIS business.

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.

The acquired business is included in our DIS business.

For further details, see Notes 6 to the audited consolidated financial statements.

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.

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.

The acquired businesses are included in our DIS business.

For further details, see Note 6 to the audited consolidated financial statements.

Invigorate Program

We are engaged in a multi-year program called Invigorate, which includes structured plans to drive savings and improve productivity across the value chain, including in such areas as patient services, logistics and laboratory operations, revenue services, information technology and procurement.

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

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

We are leveraging automation and artificial intelligence to improve productivity and also improve quality across our entire value chain, not just in the laboratory.

Other areas of focus include reducing denials and patient concessions, enhancing the digital experience, and selecting and retaining talent.

Other areas of focus include reducing denials and patient concessions, and enhancing the digital experience.

For the year ended December 31, 2025, we incurred $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.

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There could be a shift to capitation arrangements where we agree to a predetermined monthly reimbursement rate for each member enrolled in a restricted plan, generally regardless of the number or cost of services provided by us.

In 2024 and 2023, we derived

a pproximately 5% and 3%, respectively, of our consolidated net revenues from capitated payment arrangements and in 2024 and 2023, we derived approximately 11% and 9%, respectively, of our testing volume from capitated payment arrangements.

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.

In 2025 and 2024, we derived approximately 8% and 5%, respectively, of our consolidated net revenues from capitated payment arrangements and in 2025 and 2024, we derived approximately 15% and 11%, respectively, of our testing volume from capitated payment arrangements.

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.

Historically, the Medicare Clinical Laboratory Fee Schedule ("CLFS") and the Medicare Physician Fee Schedule established under Part B of the Medicare program have been subject to change, including each year.

Pursuant to the Protecting Access to Medicare Act ("PAMA"), reimbursement rates for clinical laboratory testing were reduced from 2018 - 2020.

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.

Pursuant to The Protecting

Access to Medicare Act of 2014 ("PAMA"), reimbursement rates for many clinical laboratory tests provided under Medicare were reduced during 2018 - 2020.

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.

The diagnostic information services industry remains fragmented, is highly competitive and is subject to new competition.

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Our Invigorate program is designed to, among other things, partially offset these impacts.

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.

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.

For additional information on our key trends, which present both opportunities and risks, see " Item 1.

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

Total DIS Consolidated

Total Consolidated

Volume Net Revenues

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Substantially all of the accounts receivable due from healthcare insurers represent amounts billed under fee-for-service arrangements.

Collection of our net revenues from healthcare insurers is normally a function of providing complete and correct

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

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

Provided we have billed healthcare insurers accurately with complete information prior to the established filing deadline, there has historically been little to no credit risk.

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Under capitated payment arrangements, the healthcare insurers typically reimburse us in the same month services are performed, essentially giving rise to no outstanding accounts receivable at the end of a reporting period.

If any capitated payments are not received on a timely basis, we determine the cause and make a separate determination as to whether or not the collection of the amount from the healthcare insurer is at risk and, if so, would reserve accordingly.

If any capitated

payments are not received on a timely basis, we determine the cause and make a separate determination as to whether or not the collection of the amount from the healthcare insurer is at risk and, if so, would reserve accordingly.

Government payers

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Client payers

Client payers include physicians, hospitals, employers, emerging retail healthcare providers, pharmaceutical companies and other commercial clinical laboratories and institutions for which services are performed on a wholesale basis, and are billed based on a negotiated fee schedule.

Client payers include physicians, hospitals, employers, new and emerging retail healthcare providers, pharmaceutical companies and other commercial clinical laboratories and institutions for which services are performed on a wholesale basis, and are billed based on a negotiated fee schedule.

Credit risk and ability to pay are more of a consideration for these payers than healthcare insurers and government payers.

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These suits could involve claims for substantial damages.

Any professional liability litigation could also

have an adverse impact on our client base and reputation.

Any professional liability litigation could also have an adverse impact on our client base and reputation.

We maintain various liability insurance coverages for claims that could result from providing, or failing to provide, clinical testing services, including inaccurate testing results, and other exposures.

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Although we believe that our present reserves and insurance coverage are sufficient to cover currently estimated exposures, it is possible that we may incur liabilities in excess of our recorded reserves or insurance coverage.

Changes in the facts and circumstances associated with claims could have a material impact on our results of operations (principally costs of services), cash flows and financial condition in the period that reserve estimates are adjusted or paid.

estimates are adjusted or paid.

See Note 18 to the audited consolidated financial statements for a discussion of our reserves for general and professional liability claims.

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and (g) a sustained decrease in share price.

If, after assessing the totality of events or circumstances, we determine that it is more likely than not that the fair value of a reporting

unit is less than its carrying value, then we are required to perform the quantitative goodwill impairment test.

If, after assessing the totality of events or circumstances, we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then we are required to perform the quantitative goodwill impairment test.

Otherwise, no further analysis is required.

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We assess the valuation methodology based upon the relevance and availability of the data at the time we perform the valuation.

The discounted cash flows analysis includes several unobservable inputs related to our own assumptions.

The discounted cash flows analysis

includes several unobservable inputs related to our own assumptions.

The assumptions and estimates used in the discounted cash flows model are based upon the best available information in the circumstances and include a forecast of expected future cash flows, long-term growth rates, discount rates that are commensurate with economic risks, assumed income tax rates and estimates of capital expenditures and working capital.

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As a sensitivity, in conjunction with the most recent quantitative test performed for the year ended December 31, 2023, if the estimated fair values of each of our reporting units decreased by 10%, we would have concluded that our goodwill was not impaired.

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.

Results of Operations

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Amortization of intangible assets 154 127 27 20.8

Other operating expense, net 1 41 (40) NM

Other operating (income) expense, net (12) 1 (13) NM

Total operating costs and expenses, net $ 9,479 $ 8,526 $ 953 11.2 %

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Amortization of intangible assets 1.4 1.3

Other operating expense, net — 0.5

Other operating (income) expense, net (0.1) —

Total operating costs and expenses, net

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• pre-tax amortization expense of $154 million (recorded in amortization of intangible assets) or $1.01 per diluted share;

• pre-tax net charges of $62 million ($27 million recorded in cost of services and $37 million recorded in selling, general and administrative expenses, partially offset by a $2 million gain recorded in other operating expense, net), or $0.42 per diluted share, primarily associated with workforce reductions and integration costs incurred in connection with further restructuring and integrating our business;

• pre-tax charges of $15 million recorded in equity in earnings of equity method investees, net of taxes, or $0.10 per diluted share, representing net losses associated with changes in the carrying value of our strategic investments ;

• pre-tax charges of $6 million ($2 million recorded in cost of services, $2 million recorded in selling, general and administrative expenses and $2 million recorded in other operating expense, net, including a loss associated with the increase in the fair value of the contingent consideration accrual associated with previous acquisitions), or $0.04 per diluted share;

• pre-tax charges of $53 million ($12 million recorded in cost of services, $40 million recorded in selling, general and administrative expenses and $1 million in other operating (income) expense, net), or $0.39 per diluted share, primarily associated with workforce reductions and integration costs incurred in connection with further restructuring and integrating our business;

• pre-tax charges of $52 million, or $0.34 per diluted share, ($29 million recorded in other operating (income) expense, net for an impairment charge on certain long-lived assets related to the exit of a business;

and $7 million and $15 million recorded in selling, general and administrative expenses and other operating (income) expense, net, respectively, for charges to earnings related to legal matters);

partially offset by

• pre-tax gains of $12 million, recorded in other income (expense), net, or $0.08 per diluted share, principally representing a non-recurring gain associated with a foreign exchange forward contract utilized in conjunction with an acquisition, and

• pre-tax gains of $54 million ($46 million recorded in other operating (income) expense, net and $8 million recorded in equity in earnings of equity method investees, net of taxes), or $0.36 per diluted share, from a $46 million payroll tax credit under the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") associated with the retention of employees and an $8 million non-recurring gain related to a lease;

• a pre-tax gain of $10 million (recorded in other operating (income) expense, net), or $0.09 per diluted share, associated with the decrease in the fair value of the contingent consideration accrual associated with previous acquisitions;

• pre-tax gains of $4 million (principally recorded in other income, net), or $0.03 per diluted share, representing net gains associated with changes in the carrying value of our strategic investments, and

• $18 million of excess tax benefits associated with stock-based compensation arrangements (recorded in income tax expense), or $0.16 per diluted share.

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• pre-tax amortization expense of $127 million (recorded in amortization of intangible assets), or $0.84 per diluted share;

• pre-tax charges of $44 million ($5 million recorded in selling, general and administrative expenses and $39 million recorded in other operating expense, net, representing a $29 million impairment charge on certain long-lived assets related to the shutdown of a business and, to a lesser extent, a loss associated with the increase in the fair value of the contingent consideration accrual associated with previous acquisitions), or $0.31 per diluted share;

• pre-tax charges of $43 million ($16 million recorded in cost of services and $27 million recorded in selling, general and administrative expenses), or $0.29 per diluted share, primarily associated with workforce reductions and integration costs incurred in connection with further restructuring and integrating our business;

• pre-tax net charges of $62 million ($27 million recorded in cost of services and $37 million recorded in selling, general and administrative expenses, partially offset by a $2 million gain recorded in other operating (income) expense, net), or $0.42 per diluted share, primarily associated with workforce reductions and integration costs incurred in connection with further restructuring and integrating our business;

• pre-tax charges of $15 million (recorded in equity in earnings of equity method investees, net of taxes), or $0.10 per diluted share, representing net losses associated with changes in the carrying value of our strategic investments ;

• pre-tax charges of $6 million ($2 million recorded in cost of services, $2 million recorded in selling, general and administrative expenses and $2 million recorded in other operating (income) expense, net), or $0.04 per diluted share, including an increase in the fair value of the contingent consideration accrual associated with previous acquisitions;

partially offset by

• pre-tax gains of $12 million (recorded in other income, net), or $0.08 per diluted share, principally representing a non-recurring gain associated with a foreign exchange forward contract utilized in conjunction with an acquisition, and

• $9 million of excess tax benefits associated with stock-based compensation arrangements (recorded in income tax expense), or $0.08 per diluted share.

Net revenues for the year ended December 31, 2025 increased by 11.8% compared to the prior year.

For the year ended December 31, 2025, organic growth was 5.3% compared to the prior year.

DIS revenues for the year ended December 31, 2025 increased by 12.2% compared to the prior year.

For the year ended December 31, 2025:

• The increase in DIS revenues compared to the prior year was driven primarily by organic growth in the base business (which excludes COVID-19 testing) and, to a lesser extent, the impact of recent acquisitions, partially offset by a decrease in COVID-19 testing.

• The increase in DIS revenues compared to the prior year was driven by both organic growth and the impact of recent acquisitions.

For the year ended December 31, 2025, recent acquisitions contributed approximately 6.7% to DIS revenues.

• DIS volume increased by 5.5% compared to the prior year primarily driven by the impact of recent acquisitions, which contributed approximately 4.8% to DIS volume, and, to a lesser extent, organic growth in the base business, partially offset by a decrease in COVID-19 testing.

• Revenue per requisition increased by 1.3% 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 decrease in COVID-19 testing and the impact of the acquisition of LifeLabs (which has a lower revenue per requisition).

• 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).

DS revenues for the year ended December 31, 2024 decreased by 6.3% compared to the prior year primarily due to lower revenues associated with both our risk assessment services offered to insurers and our healthcare information technology businesses.

• DIS volume increased by 12.3% compared to the prior year primarily driven by the impact of recent acquisitions, which contributed approximately 8.9% to DIS volume, with organic volume up by 3.4%.

• Revenue per requisition increased by 0.1% compared to the prior year as an increase in the number of tests per requisition and favorable test mix were offset by the impact of the acquisition of LifeLabs, which has a lower revenue per requisition.

On an organic basis, revenue per requisition increased 2.4% during the period.

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.

Cost of Services

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Cost of services increased by $742 million for the year ended December 31, 2025 compared to the prior year.

T he increase wa s primari ly driven by the impact of recent acquisitions, wage increases, higher supplies expense, and lower performance-based compensation in the prior year period, partially offset by cost savings and productivity improvements from our Invigorate program.

The increase was primarily driven by the impact of recent acquisitions, wage increases, and, to a lesser extent, higher supplies expense, partially offset by cost savings and productivity improvements from our Invigorate program.

Selling, General and Administrative Expenses ("SG&A")

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SG&A increased by $197 million for the year ended December 31, 2025 compared to the prior year.

The increase was primarily driven by the impact of recent acquisitions, lower performance-based compensation in the prior year period, and higher depreciation expense.

The changes in the value of our deferred compensation obligations is largely offset by changes in the value of the associated investments, which are recorded in other income (expense), net.

The increase was primarily driven by the impact of recent acquisitions and, to a lesser extent, higher compensation costs and higher depreciation expense.

The changes in the value of our deferred compensation obligations is largely offset by changes in the value of the associated investments, which are recorded in other income, net.

For further details regarding our deferred compensation plans, see Note 17 to the audited consolidated financial statements.

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For the year ended December 31, 2025, amortization expense was $27 million higher than the prior year as a result of recent acquisitions.

Other Operating Expense, Net

Other operating expense, net includes miscellaneous income and expense items and other charges related to operating activities.

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.

Other Operating (Income) Expense, Net

Other operating (income) expense, net includes miscellaneous income and expense items and other charges related to operating activities.

For the year ended December 31, 2025, other operating (income) expense, net includes a $46 million gain from a payroll tax credit under the CARES Act associated with the retention of employees and $10 million of gains associated with the decrease in the fair value of the contingent consideration accrual associated with previous acquisitions.

Additionally, during the year ended December 31, 2025, we recorded an impairment charge of $29 million on certain long-lived assets related to the exit of a business and $15 million of charges to earnings related to legal matters.

Interest Expense, Net

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.

Other Income (Expense), Net

Interest expense, net increased by $63 million for the year ended December 31, 2025, compared to the prior year, primarily due to the issuance in August 2024 of $1.85 billion of senior notes.

Other Income, Net

Other income, net represents miscellaneous income and expense items related to non-operating activities, such as gains and losses associated with investments and other non-operating assets.

For the year ended December 31, 2024, other income (expense), net included included $18 million of gains associated with investments in our deferred compensation plans and an $8 million gain associated with a foreign exchange forward contract utilized in conjunction with an acquisition.

For the year ended December 31, 2023, other income (expense), net included $20 million of gains associated with investments in our deferred compensation plans.

For the year ended December 31, 2025, other income, net included $19 million of gains associated with investments in our deferred compensation plans and $7 million of gains associated with changes in the carrying value of our strategic investments.

For the year ended December 31, 2024, other income, net included $18 million of gains associated with investments in our deferred compensation plans and an $8 million gain associated with a foreign exchange forward contract utilized in conjunction with an acquisition.

Income Tax Expense

Income tax expense for the years ended December 31, 2025 and 2024 was $314 million and $273 million, respectively.

The increase in income tax expense compared to the prior year was driven by an increase in the effective income tax rate and an increase in income before income taxes and equity in earnings of equity method investees.

The increase in income tax expense compared to the prior year was driven by an increase in income before income taxes and equity in earnings of equity method investees.

The effective income tax rate for the years ended December 31, 2025 and 2024 was 23.8% and 23.2%, respectively.

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

The effective income tax rates benefited from $18 million and $9 million of excess tax benefits associated with stock-based compensation arrangements for the years ended December 31, 2025 and 2024, respectively.

Equity in Earnings of Equity Method Investees, Net of Taxes

For the year ended December 31, 2024, there was a $7 million decrease in equity in earnings of equity method investees, net of taxes, compared to the prior year primarily due to a $12 million increase in losses associated with changes in the carrying value of our strategic investments, partially offset by increased demand for testing services at our diagnostic information services joint venture.

For the year ended December 31, 2025, there was a $23 million increase in equity in earnings of equity method investees, net of taxes, compared to the prior year primarily due to the year ended December 31, 2025 including an $8 million non-recurring gain related to a lease and the year ended December 31, 2024 including $15 million of net losses associated with changes in the carrying value of our strategic investments.

Quantitative and Qualitative Disclosures About Market Risk

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As of December 31, 2025 and 2024, the fair value of our debt was estimated at approximately $5.7 billion and $6.1 billion, respectively, principally using quoted prices in active markets and yields for the same or similar types of borrowings, taking into account the underlying terms of the debt instruments.

As of December 31, 2024 and 2023, the estimated fair value was less than the carrying value of the debt by $112 million and $127 million, respectively.

As of December 31, 2025 and 2024, the estimated fair value was more than (less than) the carrying value of the debt by $59 million and $(112) million, respectively.

A hypothetical 10% increase in interest rates (representing 44 basis points as of December 31, 2025 and 35 basis points as of December 31, 2024) would potentially reduce the estimated fair value of our debt by approximately $135 million and $184 million as of December 31, 2025 and 2024, respectively.

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As of December 31, 2025, there were no borrowings outstanding under either our $600 million secured receivables credit facility or our $750 million senior unsecured revolving credit facility.

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.

The aggregate fair value of these fixed-to-variable interest rate swap agreements was $34 million, in a liability position, as of December 31, 2024.

The notional amount of fixed-to-variable interest rate swaps outstanding as of December 31, 2025 and 2024 was $1.8 billion and $700 million, respectively.

The aggregate fair value of the fixed-to-variable interest rate swaps was $14 million and $(34) million, in an asset (liability) position, as of December 31, 2025 and 2024, respectively.

Based on our net exposure to interest rate changes, a hypothetical 10% change to the variable rate component of our variable rate indebtedness would not materially change our annual interest expense.

A hypothetical 10% change in the SOFR curve (representing a 41 basis points change in the weighted average yield) would potentially change the fair value of our fixed-to-variable interest rate swap liabilities by $23 million.

A hypothetical 10% change in the SOFR curve (representing a 37 basis points change in the weighted average yield) would potentially change the fair value of our fixed-to-variable interest rate swaps by $43 million.

For further details regarding our outstanding debt and our financial instruments and hedging activities, see Notes 13 and 15, respectively, to the audited consolidated financial statements.

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Our investment portfolio primarily includes equity investments comprised mostly of strategic holdings in companies concentrated in the life sciences and healthcare industries.

Equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) with readily determinable fair values are measured at fair value in prepaid expenses and other current assets in our consolidated balance sheet with changes in fair value recorded in

current earnings in our consolidated statement of operations.

Equity investments that do not have readily determinable fair values (which consist of investments in preferred and common shares of private companies) are measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes.

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Net cash used in investing activities (631) (2,548) 1,917

Net cash provided by financing activities 1,084 160 924

Net cash (used in) provided by financing activities (1,388) 1,084 (2,472)

Effect of exchange rate changes on cash and cash equivalents and restricted cash 4 (7) 11

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Cash Flows from Operating Activities

Net cash provided by operating activities for the year ended December 31, 2024 was $1,334 million, and increased $62 million compared to the prior year primarily as a result of increased operating income.

Days sales outstanding ("DSO"), a measure of billing and collection efficiency, was 48 days as of December 31, 2024 and 50 days as of December 31, 2023.

Net cash provided by operating activities for the year ended December 31, 2025 was $1.9 billion and increased $552 million compared to the prior year primarily as a result of increased operating income, changes in working capital, decreased income tax payments primarily due to the OBBBA (see above for further discussion) and the payroll tax credit under the CARES Act.

Days sales outstanding ("DSO"), a measure of billing and collection efficiency, was 48 days as of both December 31, 2025 and 2024.

Cash Flows from Investing Activities

Net cash used in investing activities for the years ended December 31, 2024 and 2023 was $2,548 million and $1,061 million, respectively.

The $1,487 million increase in net cash used in investing activities for the year ended December 31, 2024, compared to the prior year period, was primarily a result of increased cash used for business acquisitions (see "2024 Highlights" above).

Net cash used in investing activities for the years ended December 31, 2025 and 2024 was $631 million and $2.5 billion, respectively.

The $1.9 billion decrease in net cash used in investing activities for the year ended December 31, 2025, compared to the prior year period, was primarily a result of decreased cash used for business acquisitions, partially offset by higher capital expenditures.

Cash Flows from Financing Activities

Net cash provided by financing activities for the year ended December 31, 2024 was $1,084 million, compared to $160 million for the year ended December 31, 2023.

The $924 million increase in net cash provided by financing activities was primarily a result of the issuance of $1.85 billion aggregate principal amount of Senior Notes in August 2024 (see "2024 Highlights" above) and fewer share repurchases during the year ended December 31, 2024.

Such impacts were partially offset by, among other things, in the year ended December 31, 2023, the $750 million of gross proceeds received in connection with

the issuance of 6.40% senior notes and, in the year ended December 31, 2024, by the repayment in full of the outstanding indebtedness under our $300 million of 4.25% senior notes.

Net cash (used in) provided by financing activities for the year ended December 31, 2025 was $(1.4) billion, compared to $1.1 billion for the year ended December 31, 2024.

The year ended December 31, 2025 included the repayment in full of the outstanding indebtedness under our $600 million of 3.50% senior notes at maturity and $450 million of share repurchases of our common stock.

The year ended December 31, 2024 included the issuance of $1.85 billion of senior notes during August 2024, partially offset by the repayment in full of the outstanding indebtedness under our $300 million of 4.25% senior notes at maturity and $151 million of share repurchases of our common stock.

During the year ended December 31, 2025, we borrowed $410 million under our secured receivables credit facility, which was repaid prior to December 31, 2025.

During the year ended December 31, 2025, there were no borrowings or repayments under our senior unsecured revolving credit facility.

During the year ended December 31, 2024, there were no borrowings or repayments under our secured receivables credit facility or our senior unsecured revolving credit facility.

During the year ended December 31, 2023, we borrowed $1.7 billion under our secured receivables credit facility, which was repaid prior to December 31, 2023.

Additionally, during the year ended December 31, 2023, we borrowed $125 million under our senior unsecured revolving credit facility, which was repaid prior to December 31, 2023.

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

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During each of the four quarters of 2024, our Board of Directors declared a quarterly cash dividend of $0.75 per common share.

In January 2025, we announced that our Board of Directors authorized a 6.7% increase in our quarterly cash dividend from $0.75 to $0.80 per share, or $3.20 per share annually, commencing with the dividend payable in April 2025.

In February 2026, we announced that our Board of Directors authorized a 7.5% increase in our quarterly cash dividend from $0.80 to $0.86 per share, or $3.44 per share annually, commencing with the dividend payable in April 2026.

Share Repurchases

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

In February 2026, our Board of Directors authorized us to repurchase an additional $1 billion of our common stock.

The share repurchase authorization has no set expiration or termination date.

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We estimate that we will invest approximately $550 million during 2026 for capital expenditures to support and grow our existing operations, principally related to investments in laboratory equipment and facilities, including laboratory automations and information technology to support our diagnostic offerings.

We have $600 million of 3.50% senior notes due March 2025.

We have $500 million of 3.45% senior notes due June 2026.

In February 2025, we committed to a multi-year project ("Project Nova") to modernize our "Order to Cash" business processes including 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 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.

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Annual financial benefits are projected to increase over time as major elements of the project are completed, generating an appropriate return on investment.

During November 2024, we amended our $600 million secured receivables credit facility.

The amendment extended the maturity of the facility to November 2026.

Additionally, the amended facility includes a $200 million uncommitted accordion which, if utilized, brings the total capacity under the facility to $800 million.

For further details regarding our credit facilities, see Note 13 to the audited consolidated financial statements.

As of December 31, 2025, we had $1.3 billion of borrowing capacity available under our existing credit facilities, including $522 million available under our secured receivables credit facility and $750 million available under our senior unsecured revolving credit facility.

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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

On August 23, 2024, the Company completed its acquisition of LifeLabs, Inc.

and the partnership interests of BPC Lab Finance LP (collectively, "LifeLabs").

While the Company has extended its oversight and monitoring processes that support internal control over financial reporting, as well as its disclosure controls and procedures, the Company continues to integrate the acquired operations of LifeLabs.

As such the Company has excluded LifeLabs from its evaluation of internal control over financial reporting.

This exclusion is in accordance with the U.S.

Securities and Exchange Commission’s guidance that a recently acquired business may be omitted from the assessment scope for up to one year from the date of acquisition.

LifeLabs had total assets that represented approximately 3% of the Company’s consolidated total assets as of December 31, 2024, and total revenues that represented approximately 2% of the Company’s consolidated revenues for the year ended December 31, 2024.

PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited the financial statements included in this annual report, audited the Company's internal control over financial reporting as of December 31, 2025 and issued their audit report on the Company's internal control over financial reporting included herein.

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We believe that our audits provide a reasonable basis for our opinions.

As described in the Report of Management on Internal Control Over Financial Reporting, management has excluded LifeLabs, Inc.

and BPC Lab Finance LP (collectively, “LifeLabs”) from its assessment of internal control over financial reporting as of December 31, 2024, because it was acquired by the Company in a purchase business combination during 2024.

We have also excluded LifeLabs from our audit of internal control over financial reporting.

LifeLabs is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 3% and 2%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.

Definition and Limitations of Internal Control over Financial Reporting

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Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of Diagnostic Information Services (DIS) Business Accounts Receivable - Contractual Allowances

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and (iii) evaluating the reasonableness of management’s assumptions used to estimate contractual allowances by comparing actual cash collected to the prior year estimate of net accounts receivable.

Acquisition of LifeLabs – Valuation of Customer-Related and Trade Name Intangible Assets

As described in Note 6 to the consolidated financial statements, on August 23, 2024, the Company acquired LifeLabs for net consideration of $1,003 million.

Of the acquired assets, $335 million of customer-related intangible assets and $99 million of trade name intangible assets were recorded.

The fair values of the customer-related intangible assets and trade name intangible assets were determined by management using a multi-period excess earnings method and a relief from royalty method,

respectively.

Management’s estimates of fair values were principally determined based on projections of cash flows and include significant judgments and assumptions relating to customer attrition rates for the customer-related intangible assets and royalty rates for the trade name intangible assets.

The projected cash flows were discounted to determine the present value of the assets at the date of the acquisition.

The principal considerations for our determination that performing procedures relating to the valuation of customer-related and trade name intangible assets acquired in the acquisition of LifeLabs is a critical audit matter are (i) the significant judgment by management when developing the fair value estimates of the customer-related and trade name intangible assets acquired;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to projections of cash flows, customer attrition rate, and discount rate for the customer-related intangible assets and projections of cash flows, royalty rate, and discount rate for the trade name intangible assets;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the customer-related and trade name intangible assets acquired.

These procedures also included, among others (i) reading the purchase agreement;

(ii) testing management’s process for developing the fair value estimates of the customer-related and trade name intangible assets acquired;

(iii) evaluating the appropriateness of the multi-period excess earnings and relief from royalty methods used by management;

(iv) testing the completeness and accuracy of the underlying data used in the multi-period excess earnings and relief from royalty methods;

and (v) evaluating the reasonableness of the significant assumptions used by management related to projections of cash flows, customer attrition rate, and discount rate for the customer-related intangible assets and projections of cash flows, royalty rate, and discount rate for the trade name intangible assets.

Evaluating management’s assumptions related to projections of cash flows for the customer-related and trade name intangible assets involved considering (i) the current and past performance of the LifeLabs business;

(ii) the consistency with external market and industry data;

and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the multi-period excess earnings and relief from royalty methods and (ii) the reasonableness of the customer attrition rate and discount rate assumptions for the customer-related intangible assets and the royalty rate and discount rate assumptions for the trade name intangible assets.

/s/ PricewaterhouseCoopers LLP

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Treasury stock, at cost;

51 shares as of both December 31, 2024 and 2023

52 shares and 51 shares as of December 31, 2025 and 2024, respectively

( 5,180 ) ( 4,857 )

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Amortization of intangible assets 154 127 108

Other operating expense, net 1 41 11

Other operating (income) expense, net ( 12 ) 1 41

Total operating costs and expenses, net 9,479 8,526 7,990

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Interest expense, net ( 264 ) ( 201 ) ( 152 )

Other income (expense), net 30 20 ( 55 )

Other income, net 26 30 20

Total non-operating expense, net ( 238 ) ( 171 ) ( 132 )

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Foreign currency translation adjustment 62 ( 76 ) 5

Net deferred gains on cash flow hedges, net of taxes 2 2 1

Other comprehensive (loss) income ( 74 ) 7 ( 7 )

Net deferred (losses) gains on cash flow hedges, net of taxes ( 1 ) 2 2

Other comprehensive income (loss) 61 ( 74 ) 7

Comprehensive income 1,107 847 915

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Other financing activities, net 39 21 14

Net cash provided by (used in) financing activities 1,084 160 ( 1,732 )

Net cash (used in) provided by financing activities ( 1,388 ) 1,084 160

Effect of exchange rate changes on cash and cash equivalents and restricted cash 4 ( 7 ) —

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Net income 854 49 903

Other comprehensive loss, net of tax ( 7 ) ( 7 )

Other comprehensive income, net of tax 7 7

Dividends declared ( 319 ) ( 319 )

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Net income 871 43 914

Other comprehensive income, net of tax 7 7

Other comprehensive loss, net of tax ( 74 ) ( 74 )

Dividends declared ( 336 ) ( 336 )

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Issuance of common stock under benefit plans

1 ( 39 ) 66 27

Stock-based compensation expense

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( 6 ) ( 18 ) ( 24 )

Acquisition of additional ownership interest in subsidiary ( 3 ) ( 3 )

Purchases of treasury stock ( 1 ) ( 150 ) ( 150 )

Balance, December 31, 2024 111 $ 2 $ 2,361 $ 9,360 $ ( 88 ) $ ( 4,857 ) $ 35 $ 6,813

Other comprehensive loss, net of tax ( 74 ) ( 74 )

Other comprehensive income, net of tax 61 61

Dividends declared

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Issuance of common stock under benefit plans

1 ( 51 ) 78 27

Stock-based compensation expense 88 88

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( 20 ) ( 25 ) ( 45 )

Acquisition of additional ownership interest in subsidiary ( 3 ) ( 3 )

Purchases of treasury stock ( 3 ) ( 452 ) ( 452 )

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The Company provides services to a broad range of customers within its primary customer channels - physicians (including those associated with accountable care organizations ("ACOs") and Federally Qualified Health Centers ("FQHCs")), hospitals, and patients and consumers.

Other customers include health plans, employers, emerging retail healthcare providers, government agencies, pharmaceutical companies and other commercial clinical laboratories.

Other customers include health plans, employers, new and emerging retail healthcare providers, government agencies, pharmaceutical companies and other commercial clinical laboratories.

The Company offers broad access to clinical testing through a network of laboratories, patient service centers, phlebotomists in physician offices, and connectivity resources, including call centers and mobile phlebotomists, nurses and other health and wellness professionals.

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Net revenues from Medicare and Medicaid programs were approximately 11 % of the Company's consolidated net revenues for each of the years ended December 31, 2025, 2024 and 2023.

Net revenues from government programs in Canada were approximately 2 % of the Company's consolidated net revenues for the year ended December 31, 2024.

Net revenues from government programs in Canada were approximately 5 % and 2 % of the Company's consolidated net revenues for the years ended December 31, 2025 and 2024, respectively.

Taxes on Income

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Resulting translation adjustments are recorded as a component of accumulated other comprehensive loss within stockholders' equity.

Gains and losses from foreign currency transactions, which are denominated in a currency other than the functional currency, are included within other operating expense, net in the consolidated statements of operations.

Gains and losses from foreign currency transactions, which are denominated in a currency other than the functional currency, are included within other operating (income) expense, net in the consolidated statements of operations.

Foreign currency transaction gains and losses have historically not been material.

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As of December 31, 2025 and 2024, receivables due from government payers under the Medicare and Medicaid programs represented approximately 7 % and 6 %, respectively, of the Company's consolidated net accounts receivable.

As of December 31, 2024, receivables due from Canadian government payers represented approximately 1 % of the Company's consolidated net accounts receivable.

As of both December 31, 2025 and 2024, receivables due from Canadian government payers represented approximately 1 % of the Company's consolidated net accounts receivable.

The portion of the Company's accounts receivable due from patients comprises the largest portion of credit risk.

As of both December 31, 2025 and 2024, receivables due from patients represented approximately 20 % of the Company's consolidated net accounts receivable.

The Company applies assumptions and judgments including historical collection experience (including the period of time that the receivables have been outstanding) for assessing collectability and determining net revenues and accounts receivable from patients.

The Company applies assumptions and judgments including historical collection experience (including the period of time that

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

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(in millions unless otherwise indicated)

the receivables have been outstanding) for assessing collectability and determining net revenues and accounts receivable from patients.

Accounts Receivable and Allowance for Credit Losses

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The annual impairment test includes an option to perform a qualitative assessment of whether it is more likely than not that a reporting unit's fair value is less than its carrying value;

the qualitative test may be performed prior to, or as an alternative to, performing a quantitative goodwill impairment test.

If, after assessing the totality of events or circumstances, the Company determines that it is more likely than not that the fair value of a reporting unit is less than its

the qualitative test may be performed prior

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

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(in millions unless otherwise indicated)

carrying value, then the Company is required to perform the quantitative goodwill impairment test.

to, or as an alternative to, performing a quantitative goodwill impairment test.

If, after assessing the totality of events or circumstances, the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the Company is required to perform the quantitative goodwill impairment test.

Otherwise, no further analysis is required.

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The Company performs its annual impairment test during the fourth quarter of the fiscal year.

For the year ended December 31, 2024, the Company performed a qualitative impairment test and, based on the totality of information available for the reporting units, the Company concluded that it was more likely than no t that the estimated fair values of the reporting units were greater than the carrying values of the reporting units and, as such, no further analysis was required.

For the year ended December 31, 2023, in accordance with its policy to perform a quantitative test on a periodic basis, the Company updated the fair value calculations for its reporting units, performed the quantitative impairment test, and concluded that goodwill was no t impaired.

For the years ended December 31, 2025 and 2024, the Company performed a qualitative impairment test and, based on the totality of information available for the reporting units, the Company concluded that it was more likely than no t that the estimated fair values of the reporting units were greater than the carrying values of the reporting units and, as such, no further analysis was required.

Intangible Assets

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as well as participant-directed investments of deferred employee compensation and related Company matching contributions held in trusts pursuant to the Company's supplemental deferred compensation plans (see Note 17).

These investments are measured at fair value with both realized and unrealized gains and losses recorded in current earnings within other income (expense), net in the consolidated statements of operations.

These investments are measured at fair value with both realized and unrealized gains and losses recorded in current earnings within other income, net in the consolidated statements of operations.

For the years ended December 31, 2025, 2024 and 2023, gains/(losses) from all equity investments with readily determinable fair values totaled $ 19 million, $ 18 million, and $ 20 million, respectively.

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• Available-for-sale debt securities of privately-held companies.

These investments are measured at fair value with unrealized gains and losses presented in other comprehensive (loss) income.

The carrying amount of these investments was $ 0 million and $ 2 million as of December 31, 2024 and 2023, respectively.

See Note 7 for a discussion of the fair value of such investments.

These investments are measured at fair value with unrealized gains and losses presented in other comprehensive income (loss).

No such investments existed as of December 31, 2025 and 2024.

Derivative Financial Instruments

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The fair value is based upon model-derived valuations in which all significant inputs are observable in active markets including certain financial information and certain assumptions regarding past, present and future market conditions.

For a derivative instrument that has been formally designated as a fair value hedge, fair value gains or losses on the derivative instrument along with offsetting fair value gains or losses on the hedged item that are attributable to the risk being hedged are reported in other income (expense), net in the consolidated statements of operations.

For a derivative instrument that has been formally designated as a fair value hedge, fair value gains or losses on the derivative instrument along with offsetting fair value gains or losses on the hedged item that are attributable to the risk being hedged are reported in other income, net in the consolidated statements of operations.

For derivatives that have been formally designated as a cash flow hedge, the change in the fair value of the derivatives is recorded in accumulated other comprehensive loss.

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New Accounting Standards

In November 2023, the FASB issued a new accounting standard which will require companies to disclose significant segment expenses that are regularly provided to the chief operating decision maker ("CODM").

The pronouncement is effective for annual filings for the year ended December 31, 2024 and for interim periods within the year ended December 31, 2025.

The adoption of this standard did not have a material impact on the Company's results of operations, financial position or cash flows.

In December 2023, the FASB issued a new accounting standard which will require companies to make additional income tax disclosures.

The pronouncement is effective for annual filings for the year ended December 31, 2025.

The Company does not expect the adoption of this standard to have a material impact on its results of operations, financial position or cash flows.

In March 2024, the Securities and Exchange Commission ("SEC") issued a rule which will require companies to make certain climate-related disclosures in periodic filings.

The rule includes certain disclosures in the footnotes of the financial statements:

• capitalized costs, expenditures expensed, and losses incurred as a result of severe weather events and other natural conditions, such as hurricanes, tornadoes, flooding, drought, wildfires, extreme temperatures, and sea level rise;

• capitalized costs, expenditures expensed, and losses related to carbon offsets and renewable energy credits or certificates if they are used as a material component of a registrant’s plans to achieve its disclosed climate-related targets or goals;

• whether estimates and assumptions used to produce the financial statements were materially impacted by risks and uncertainties associated with severe weather events and other natural conditions or any disclosed climate-related targets or transition plans.

The footnote disclosures were originally effective for annual filings for the year ended December 31, 2025.

However, in April 2024, the SEC voluntarily stayed implementation of the new disclosure requirements pending judicial review.

Once the litigation is resolved, and if the rule remains in effect, the SEC will announce a new effective date.

The Company is currently evaluating the impact of the adoption of the rule.

In December 2023, the Financial Accounting Standards Board ("FASB") issued a new accounting standard which requires companies to make additional income tax disclosures.

The pronouncement was effective for annual filings for the year ended December 31, 2025.

The adoption of this standard, which the Company adopted on a retrospective basis, did not have a material impact on the Company's results of operations, financial position or cash flows.

See Note 8 for the additional disclosures.

In November 2024, the FASB issued a new accounting standard which will require companies to disaggregate certain income statement expenses.

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The Company does not expect the adoption of this standard to have a material impact on its results of operations, financial position or cash flows.

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

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 the Company’s statement of operations.

The Company's 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.

In September 2025, the FASB issued a new accounting standard which impacts internal-use software accounting by removing all references to software development project stages such that the guidance is neutral to different software development methods.

The pronouncement is effective for annual filings for the year ended December 31, 2028 and for interim periods within such year.

The Company is currently evaluating the impact of the standard.

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

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Client Payers

Credit risk and ability to pay are more of a consideration for these payers than healthcare insurers and government payers.

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For the years ended December 31, 2025, 2024 and 2023, substantially all of the Company’s services were provided within the United States.

On August 23, 2024, the Company acquired all of the issued and outstanding common shares of LifeLabs Inc.

and all of the partnership interests of BPC Lab Finance LP (collectively, "LifeLabs").

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

See Note 6 for further discussion.

The approximate percentage of net accounts receivable by type of payer customer as of December 31, 2025 and 2024 was as follows:

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The Company is engaged in a multi-year program called Invigorate, which includes structured plans to drive savings and improve productivity across the value chain, including in such areas as patient services, logistics and laboratory operations, revenue services, information technology and procurement.

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

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

The Company is leveraging automation and artificial intelligence to improve productivity and also improve quality across the entire value chain, not just in the laboratory.

Other areas of focus include reducing denials and patient concessions, enhancing the digital experience, and selecting and retaining talent.

Other areas of focus include reducing denials and patient concessions, and enhancing the digital experience.

Restructuring and Impairment Charges

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Total restructuring and impairment charges $ 57 $ 28 $ 54

The restructuring charges incurred for the years ended December 31, 2024, 2023 and 2022 were partially associated with various workforce reduction initiatives as the Company continued to restructure its organization.

Additionally, during the year ended December 31, 2023, the Company recorded an impairment charge on certain long-lived assets related to the shutdown of a business and, during the year ended December 31, 2022, the Company recorded an impairment charge on certain property, plant and equipment.

The Company's pre-tax restructuring charges for the years ended December 31, 2025, 2024 and 2023 included $ 28 million, $ 28 million and $ 25 million, respectively, of employee separation costs associated with various workforce reduction initiatives as the Company continued to restructure its organization.

Additionally, during the years ended December 31, 2025, 2024 and 2023, the Company recorded impairment charges on certain long-lived assets related to the exits of businesses in the amounts of $ 29 million, $ 0 million and $ 29 million, respectively.

Of the total restructuring and impairment charges incurred during the year ended December 31, 2025, $ 13 million, $ 15 million and $ 29 million were recorded in cost of services, selling, general and administrative expenses and other operating (income) expense, net, respectively.

Of the total restructuring and impairment charges incurred during the year ended December 31, 2024, $ 15 million and $ 13 million were recorded in cost of services and selling, general and administrative expenses, respectively.

Of the total restructuring and impairment charges incurred during the year ended December 31, 2023, $ 13 million, $ 12 million and $ 29 million were recorded in cost of services, selling, general and administrative expenses and other operating expense, net, respectively.

Of the total restructuring charges incurred during the year ended December 31, 2022, $ 19 million, $ 36 million and $ 14 million were recorded in cost of services, selling, general and administrative expenses and other operating expense, net, respectively.

Of the total restructuring charges incurred during the year ended December 31, 2023, $ 13 million, $ 12 million and $ 29 million were recorded in cost of services, selling, general and administrative expenses and other operating (income) expense, net, respectively.

Charges for all periods presented were primarily recorded in the Company's DIS business.

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2025 Acquisitions

During 2025, the Company completed acquisitions for an aggregate purchase price of $ 101 million, net of cash acquired, including the acquisition discussed below.

The acquisitions resulted in goodwill of $ 80 million, all of which is deductible for tax purposes.

The acquisitions also resulted in $ 20 million of customer-related intangible assets.

Acquisition of select assets of Spectra Laboratories

During February 2025, the Company 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.

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

Based on the preliminary purchase price allocation, which may be revised as additional information becomes available during the measurement period, the assets acquired consist of $ 68 million of tax-deductible goodwill and $ 16 million of customer-related intangible assets.

The intangible assets are being amortized over a useful life of 15 years.

Venture with Corewell Health

During August 2025, the Company and Corewell Health signed a definitive agreement to enter into a venture which will perform laboratory testing in the state of Michigan via a new laboratory facility.

The parties completed the transaction during January 2026.

See Note 20 for further discussion.

2024 Acquisitions

During 2024, the Company completed acquisitions for an aggregate purchase price of $ 2.2 billion (including contingent consideration initially estimated at $ 6 million), net of cash acquired, including the acquisitions discussed below.

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In the Company's consolidated statement of cash flows for the year ended December 31, 2024, such $ 30 million is included in business acquisitions, net of cash acquired, with a corresponding offset in other investing activities.

The acquisitions preliminarily resulted in goodwill of $ 1.1 billion, $ 862 million of which is deductible for tax purposes.

See the table below for a preliminary summary of the assets acquired and liabilities assumed, which may be revised as additional information becomes available during the measurement periods.

The acquisitions resulted in goodwill of $ 1.1 billion, $ 862 million of which is deductible for tax purposes.

See the table below for a summary of the assets acquired and liabilities assumed.

Acquisition of select assets of Lenco Diagnostic Laboratories, Inc.

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

The acquisition price is subject to a customary net working capital adjustment, which is not expected to be material.

The Company funded the acquisition with a portion of the net proceeds from the issuance of senior notes (see Note 13 for further details).

Following the acquisition in August 2024, LifeLabs contributed $ 241 million to the Company's consolidated net revenues for the year ended December 31, 2024.

The purchase price allocation in the table below is based upon a preliminary valuation and the Company's estimates and assumptions are subject to change within the measurement period as the valuation is finalized.

Management is currently in the process of verifying data and finalizing information related to the valuation and recording of identifiable intangible assets, certain other assets and liabilities, and the corresponding effect on the amount of goodwill.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(in millions unless otherwise indicated)

The fair values of the customer-related intangible assets and the trade name intangible assets in the table below were determined by management using a multi-period excess earnings method, a form of the income approach, and a relief from royalty method, respectively.

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Pro Forma Combined Financial Information

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(in millions unless otherwise indicated)

The following unaudited pro forma combined financial information reflects the consolidated statement of operations of the Company as if the acquisition of LifeLabs had occurred as of January 1, 2023.

The pro forma information includes adjustments primarily related to the amortization of acquired intangible assets (see below), interest expense associated with debt of LifeLabs which was extinguished prior to the acquisition, interest expense associated with senior notes issued to fund the acquisition (see Note 13), the impact on depreciation expense of recording acquired property, plant and equipment at fair value (see below), and transaction costs related to the LifeLabs acquisition.

The pro forma combined financial information does not include the estimated annual synergies expected to be realized upon completion of the integration of LifeLabs and therefore is not indicative of the results of operations as they would have been had the transaction been effected on the assumed date.

The pro forma information includes adjustments primarily related to the amortization of acquired intangible assets, interest expense associated with debt of LifeLabs which was extinguished prior to the acquisition, interest expense associated with senior notes issued to fund the acquisition, the impact on depreciation expense of recording acquired property, plant and equipment at fair value, and transaction costs related to the LifeLabs acquisition.

Year Ended December 31,

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

The following table provides a preliminary summary of the assets acquired and liabilities assumed, which may be revised as additional information becomes available during the measurement period.

The following table provides a summary of the assets acquired and liabilities assumed during the year ended December 31, 2024.

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

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(a) Principally relates to the acquisitions of Lenco and PathAI Diagnostics.

The preliminary fair values of the acquired intangible assets are as follows:

The fair values of the acquired intangible assets during the year ended December 31, 2024 are as follows:

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

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For further details regarding the fair value of the Company's contingent consideration, see Note 7.

2022 Acquisitions

During 2022, the Company completed acquisitions for an aggregate purchase price of $ 162 million (including contingent consideration initially estimated at $ 18 million), net of cash acquired, including the acquisition discussed below.

The 2022 acquisitions resulted in goodwill of $ 121 million, of which $ 103 million is deductible for tax purposes.

These acquisitions also resulted in $ 45 million of intangible assets, principally comprised of customer-related intangible assets.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(in millions unless otherwise indicated)

Acquisition of Pack Health, LLC

On February 1, 2022, the Company acquired Pack Health, LLC, a patient engagement company that helps individuals adopt healthier behaviors to improve outcomes, in an all cash transaction for $ 123 million, net of $ 4 million cash acquired, which consisted of cash consideration of $ 105 million and contingent consideration initially estimated at $ 18 million.

Based on the purchase price allocation, the assets acquired and liabilities assumed consist of $ 96 million of goodwill (of which $ 78 million was tax-deductible on the acquisition date), $ 30 million of intangible assets, $ 5 million of operating lease right-of-use assets, $ 5 million of operating lease liabilities and $( 3 ) million of working capital.

The intangible assets consist primarily of customer-related assets which are being amortized over a useful life of 15 years.

General Information

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For further details regarding business segment information, see Note 19.

Except for the acquisition of LifeLabs (see above), supplemental pro forma combined financial information, and financial information subsequent to the acquisition close dates, has not been presented as the impact of the other acquisitions is not material to the Company's consolidated financial statements.

Additionally, for such other acquisitions, it is impracticable to provide this financial information due to a variety of factors, including access to historical information and the operations of the acquirees being significantly integrated into the Company's cost structure shortly after the closing of the acquisitions.

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

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(in millions unless otherwise indicated)

FAIR VALUE MEASUREMENTS

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Cash surrender value of life insurance policies 72 — 72 —

Equity investments 2 2 — —

Fixed-to-variable interest rate swaps 14 — 14 —

Total $ 166 $ 80 $ 86 $ —

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Contingent consideration 96 — — 96

Fixed-to-variable interest rate swaps 34 — 34 —

Total $ 246 $ — $ 150 $ 96

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Cash surrender value of life insurance policies 64 — 64 —

Available-for-sale debt securities 2 — — 2

Total $ 136 $ 72 $ 64 $ —

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Contingent consideration 106 — — 106

Fixed-to-variable interest rate swaps 34 — 34 —

Total $ 280 $ — $ 174 $ 106

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The trading securities are classified within Level 1 of the fair value hierarchy because the changes in the fair value of these securities, which are recorded in other assets in the Company's consolidated balance sheet, are measured using quoted prices in active markets based on the market price per unit multiplied by the number of units held, exclusive of any transaction costs.

A corresponding adjustment for changes in fair value of the trading securities is also reflected in the changes in fair value of the deferred compensation obligation.

A corresponding adjustment for changes in fair

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(in millions unless otherwise indicated)

value of the trading securities is also reflected in the changes in fair value of the deferred compensation obligation.

The deferred compensation liabilities are classified within Level 2 of the fair value hierarchy because their inputs are derived principally from observable market data by correlation to the trading securities.

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The Company purchases life insurance policies, with the Company named as beneficiary of the policies, for the purpose of funding the program's liability.

Changes in the cash

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(in millions unless otherwise indicated)

surrender value of the life insurance policies are based upon earnings and changes in the value of the underlying investments.

Changes in the cash surrender value of the life insurance policies are based upon earnings and changes in the value of the underlying investments.

Changes in the fair value of the deferred compensation obligation are derived using quoted prices in active markets based on the market price per unit multiplied by the number of units.

The cash surrender value, which is recorded in other assets in the Company's consolidated balance sheet, and the deferred compensation obligation are classified within Level 2 of the fair value hierarchy because their inputs are derived principally from observable market data by correlation to the hypothetical investments.

Deferrals under the plan currently may only be made by participants who made deferrals under the plan in 2017.

The Company's available-for-sale debt securities are measured at fair value using discounted cash flows.

These fair value measurements are classified within Level 3 of the fair value hierarchy as the fair value is based on significant inputs that are not observable.

Significant inputs include cash flows projections and a discount rate.

The investments are recorded in other assets in the Company's consolidated balance sheet.

Through December 31, 2025, deferrals under the plan could only be made by participants who made deferrals under the plan in 2017.

Effective January 1, 2026, the plan will no longer accept deferrals on compensation earned after December 31, 2025.

The Company's investment portfolio primarily includes equity investments comprised mostly of strategic holdings in companies concentrated in the life sciences and healthcare industries.

Such equity investments are classified within Level 1 of the fair value hierarchy because the changes in the fair values of the securities are measured using quoted prices in active markets based on the market price per share multiplied by the number of shares held, exclusive of any transaction costs.

The fair value measurements of the Company's fixed-to-variable interest rate swaps, classified within Level 2 of the fair value hierarchy, are model-derived valuations as of a given date in which all significant inputs are observable in active markets including certain financial information and certain assumptions regarding past, present and future market conditions.

In connection with the acquisition of Haystack (see Note 6 for further discussion), there is a contingent consideration obligation under which the seller can receive up to $ 100 million of additional consideration dependent upon the achievement of certain revenue benchmarks through 2028 and up to an additional $ 50 million of consideration dependent upon the Company receiving reimbursement coverage from the CMS.

The portion of the contingent consideration obligation which is dependent upon the achievement of certain revenue benchmarks was measured at fair value using a Monte Carlo method and is classified within Level 3 of the fair value hierarchy as the fair value is determined based on significant inputs that are not observable.

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The liabilities related to such obligations are included in the amounts below.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(in millions unless otherwise indicated)

The following table provides a reconciliation of the beginning and ending balances of liabilities using significant unobservable inputs (Level 3):

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Balance, December 31, 2024 106

Purchases, additions and issuances 6

Settlements ( 6 )

Total fair value adjustments included in earnings - unrealized ( 10 )

Balance, December 31, 2025 $ 96

The $ 2 million and $ 11 million of net losses included in earnings associated with the changes in the fair value of the contingent consideration obligation for the years ended December 31, 2024 and 2023, respectively, are reported in other operating expense, net.

The year-over-year decrease in the net losses was principally due to changes in the timing of estimated revenues for Haystack.

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(in millions unless otherwise indicated)

The $( 10 ) million and $ 2 million of net (gains)/losses included in earnings associated with the changes in the fair value of the contingent consideration obligation for the years ended December 31, 2025 and 2024, respectively, are reported in other operating (income) expense, net.

The net gain for the year ended December 31, 2025 was principally due to changes in the timing of estimated revenues for Haystack.

Of the aggregate $ 96 million contingent consideration obligation as of December 31, 2025, $ 45 million and $ 51 million were included in other liabilities and accounts payable and accrued expenses, respectively, in the Company's consolidated balance sheet.

Of the aggregate $ 106 million contingent consideration obligation as of December 31, 2024, $ 101 million and $ 5 million were included in other liabilities and accounts payable and accrued expenses, respectively, in the Company's consolidated balance sheet.

During the year ended December 31, 2025, the Company recorded a $ 29 million impairment charge on certain long-lived assets related to the exit of a business.

The fair value measurement was classified within Level 3 of the fair value hierarchy as it was based on significant inputs that are not observable.

In connection with the sale of an 18.9 % noncontrolling interest in a subsidiary to UMass Memorial Medical Center ("UMass") on July 1, 2015, the Company granted UMass the right to require the Company to purchase all of its interest in the subsidiary at fair value commencing July 1, 2020.

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The fair value measurement of the redeemable noncontrolling interest is classified within Level 3 of the fair value hierarchy because the fair value is based on a discounted cash flow analysis that takes into account, among other items, the joint venture's expected future cash flows, long-term growth rates, and a discount rate commensurate with economic risk.

During the year ended December 31, 2023, the Company recorded a $ 29 million impairment charge on certain long-lived assets related to the shutdown of a business and, during the year ended December 31, 2022, the Company recorded a $ 14 million impairment charge on certain property, plant and equipment.

The fair value measurements were classified within Level 3 of the fair value hierarchy as they were based on significant inputs that are not observable, including cash flow projections.

The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable and accrued expenses approximate fair value based on the short maturities of these instruments.

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operations and pre-tax income of $ 96 million, $ 28 million and $ 7 million from foreign operations for the years ended December 31, 2025, 2024 and 2023, respectively.

The components of income tax expense (benefit) for 2024, 2023 and 2022 were as follows:

The components of income tax expense (benefit) for the years ended December 31, 2025, 2024 and 2023 were as follows:

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(in millions unless otherwise indicated)

2025 2024 2023

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Total $ 314 $ 273 $ 248

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(in millions unless otherwise indicated)

A reconciliation of the federal statutory income tax rate to the Company's effective income tax rate for 2024, 2023 and 2022 was as follows:

A reconciliation of the federal statutory income tax rate to the Company's effective income tax rate for the years ended December 31, 2025, 2024 and 2023 was as follows (dollars in millions):

2025 2024 2023

Tax provision at statutory rate 21.0 % 21.0 % 21.0 %

State and local income taxes, net of federal benefit 4.5 4.6 4.7

Impact of noncontrolling interests ( 1.1 ) ( 1.2 ) ( 1.4 )

Adjustment to state deferred tax liabilities — — ( 1.5 )

federal statutory tax rate $ 277 21.0 % $ 247 21.0 % $ 237 21.0 %

State and local income taxes, net of federal benefit (a) 47 3.5 41 3.5 38 3.4

Foreign tax effects 14 1.0 3 0.3 — —

Effect of cross-border tax laws 2 0.2 ( 1 ) ( 0.1 ) ( 2 ) ( 0.2 )

Tax credits ( 8 ) ( 0.6 ) ( 12 ) ( 1.1 ) ( 11 ) ( 1.0 )

Nontaxable or nondeductible expenses:

Excess tax benefits on stock-based compensation arrangements ( 18 ) ( 1.3 ) ( 9 ) ( 0.7 ) ( 11 ) ( 1.0 )

Return to provision true-ups ( 1.0 ) ( 1.8 ) ( 1.1 )

Impact of equity earnings 0.3 0.5 0.7

Changes in reserves for uncertain tax positions 0.8 0.9 0.7

Income tax credits ( 1.7 ) ( 1.2 ) ( 0.9 )

Other, net 6 0.5 12 1.0 10 0.9

Effective tax rate 23.2 % 22.0 % 21.4 %

Changes in unrecognized tax benefits ( 1 ) ( 0.1 ) ( 2 ) ( 0.2 ) ( 2 ) ( 0.2 )

Impact of noncontrolling interests ( 13 ) ( 1.0 ) ( 13 ) ( 1.1 ) ( 14 ) ( 1.2 )

Other adjustments 8 0.6 7 0.6 3 0.3

Effective income tax rate $ 314 23.8 % $ 273 23.2 % $ 248 22.0 %

(a) State taxes in California, Florida, New York, Pennsylvania, Texas, and Virginia made up the majority (greater than 50%) of the tax effect in this category.

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets (liabilities) as of December 31, 2025 and 2024 were as follows:

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(in millions unless otherwise indicated)

Non-current deferred tax assets (liabilities):

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Estimated net operating loss carryforwards for foreign income tax purposes are $ 220 million as of December 31, 2025, some of which can be carried forward indefinitely, while others expire at various dates through 2044.

As of December 31, 2024, the Company had capital loss carryforwards of $ 17 million.

As of December 31, 2024 and 2023, deferred tax assets associated with net operating loss carryforwards of $ 95 million and $ 79 million, respectively, have each been reduced by valuation allowances of $ 35 million and $ 31 million, respectively.

As of December 31, 2025, the Company had capital loss carryforwards of $ 17 million, Federal Corporate Alternative Minimum Tax credits of $ 34 million and various state credits of $ 29 million, which expire at various dates through 2045.

As of December 31, 2025 and 2024, deferred tax assets associated with tax attribute carryforwards of $ 126 million and $ 95 million, respectively, have each been reduced by valuation allowances of $ 46 million and $ 35 million, respectively.

Income taxes payable, including those classified as long-term in other liabilities in the consolidated balance sheet as of December 31, 2025 and 2024, were $ 120 million and $ 96 million, respectively.

Prepaid income taxes were $ 32 million and $ 47 million as of December 31, 2025 and 2024, respectively, and were recorded in prepaid expenses and other current assets in the consolidated balance sheet.

Income taxes paid by jurisdiction for the years ended December 31, 2025, 2024 and 2023 were as follows:

2025 2024 2023

Federal $ 125 $ 211 $ 246

State and local 41 42 49

New York City (a) 21

Foreign 3 3 1

Total income taxes paid by jurisdiction $ 169 $ 256 $ 317

(a) The amount of income taxes paid during the years ended December 31, 2025 and 2024 did not meet the 5% disaggregation threshold.

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

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The total amount of unrecognized tax benefits as of December 31, 2025, that, if recognized, would affect the effective income tax rate is $ 102 million.

Based upon the expiration of statutes of limitations, settlements and/or the conclusion of tax examinations, the Company believes it is reasonably possible that the total amount of unrecognized tax benefits may decrease by up to $ 9 million within the next twelve months.

Accruals for interest expense on contingent tax liabilities are classified in income tax expense in the consolidated statements of operations.

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Leased assets obtained in exchange for new operating lease liabilities $ 199 $ 154 $ 181

During the years ended December 31, 2024, 2023 and 2022, costs associated with donations, contributions, and other financial support through Quest for Health Equity, the Company's initiative with the Quest Diagnostics Foundation to reduce health disparities in underserved communities, were $ 0 million , $ 0 million and $ 93 million, respectively.

Such amounts are included in selling, general and administrative expenses in the Company's consolidated statement of operations.

Costs incurred during the year ended December 31, 2022 will be donated and contributed over several years.

During the years ended December 31, 2025, 2024 and 2023, other financing activities, net in the Company's consolidated statement of cash flows included changes in bank overdrafts, which are generally settled in cash in the short term, of $ 41 million, $ 33 million and $ 36 million, respectively.

During the year ended December 31, 2025, the Company received $ 46 million from a payroll tax credit under the Coronavirus Aid, Relief, and Economic Security Act associated with the retention of employees.

Such amount is recorded in other operating (income) expense, net in the Company's consolidated statement of operations.

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

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Principally all of the Company’s goodwill as of December 31, 2025 and 2024 was associated with its DIS business.

For the year ended December 31, 2025, goodwill acquired was principally associated with the acquisition of select clinical testing assets and select dialysis-related water testing assets of Fresenius Medical Care's wholly-owned Spectra Laboratories (see Note 6).

For the year ended December 31, 2025, adjustments to goodwill principally related to foreign currency translation, partially offset by the finalization of the purchase price allocation for a 2024 acquisition.

For the year ended December 31, 2024, goodwill acquired was principally associated with the acquisitions of LifeLabs, the laboratory business of three physician groups in New York, select assets of the outreach laboratory services business of Allina Health, select assets of the outreach laboratory services business of OhioHealth and the outreach laboratory services business of University Hospitals (see Note 6).

For the year ended December 31, 2024, adjustments to goodwill related to foreign currency translation.

For the year ended December 31, 2023, goodwill acquired was principally associated with the acquisitions of Haystack and select assets of the laboratory services business of New York-Presbyterian (see Note 6).

For the year ended December 31, 2023, adjustments to goodwill related to foreign currency translation.

Intangible assets as of December 31, 2024 and 2023 consisted of the following:

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

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(in millions unless otherwise indicated)

Intangible assets as of December 31, 2025 and 2024 consisted of the following:

Period (in years) 2025 2024

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$ 2,980 $ ( 1,344 ) $ 1,636 $ 3,014 $ ( 1,251 ) $ 1,763

During the year ended December 31, 2023, the Company recorded a $ 29 million impairment charge on certain long-lived assets related to the shutdown of a business.

During the year ended December 31, 2025, the Company recorded a $ 29 million impairment charge on certain long-lived assets related to the exit of a business.

Such charge principally related to customer-related intangible assets.

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Dividend payable 89 84

Contingent consideration payable 51 5

Accrued insurance 43 40

Accrued interest 25 31

Merger consideration payable 5 5

Income taxes payable 18 —

Total $ 1,600 $ 1,394

Long-term debt (including finance lease obligations) as of December 31, 2025 and 2024 consisted of the following:

4.25 % Senior Notes due April 2024

3.50 % Senior Notes due March 2025

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Secured Receivables Credit Facility

The Company is party to a secured receivables credit facility (the “Secured Receivables Credit Facility”).

Through August 2024, the facility included a $ 75 million uncommitted accordion which, at such time, the Company utilized in order to expand its total capacity under the facility to $ 600 million.

During November 2024, the Company amended the facility to extend the maturity to November 2026.

Additionally, the amended facility includes a $ 200 million uncommitted accordion which, if utilized, brings the total capacity under the facility to $ 800 million.

The Company is party to a $ 600 million secured receivables credit facility (the “Secured Receivables Credit Facility”), which it amended during November 2025 in order to extend the maturity to November 2027.

The facility includes a $ 200 million uncommitted accordion which, if utilized, brings the total capacity under the facility to $ 800 million.

The entire facility can be used for borrowings.

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Borrowings under the Secured Receivables Credit Facility are collateralized by certain domestic receivables.

The Secured Receivables Credit Facility is subject to customary affirmative and negative covenants and

The Secured Receivables Credit Facility is subject to customary affirmative and negative covenants and certain financial covenants with respect to the receivables that comprise the borrowing base and

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

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(in millions unless otherwise indicated)

certain financial covenants with respect to the receivables that comprise the borrowing base and secure the borrowings under the facility.

secure the borrowings under the facility.

As of both December 31, 2025 and 2024, there were no outstanding borrowings under the Secured Receivables Credit Facility.

Senior Unsecured Revolving Credit Facility

The Company is party to a $ 750 million senior unsecured revolving credit facility (the “Credit Facility” or "Senior Unsecured Revolving Credit Facility") which matures in November 2026.

During April 2025, the Company amended the agreement for its $ 750 million senior unsecured revolving credit facility (the “Credit Facility” or "Senior Unsecured Revolving Credit Facility") to extend the maturity to April 2030, while maintaining the same borrowing capacity under the facility of $ 750 million.

Under the Credit Facility, the Company can issue letters of credit totaling $ 150 million (see Note 18).

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The Credit Facility contains various covenants, including the maintenance of a financial leverage ratio, which could impact the Company's ability to, among other things, incur additional indebtedness.

As of both December 31, 2024 and 2023, there were no outstanding borrowings un der the Senior Unsecured Revolving Credit Facility.

Issuance of Senior Notes

In August 2024, the Company 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").

The Senior Notes were issued at an aggregate original issue discount of $ 4 million.

The Company incurred $ 15 million of debt issuance costs associated with the issuance of the Senior Notes, which are included as a reduction of the carrying amount of the Senior Notes and which are being amortized over the terms of the related Senior Notes.

The Company 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 Note 6).

The Company expects 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 the Company's 3.50 % senior notes due March 2025.

As of both December 31, 2025 and 2024, there were no outstanding borrowings u n der the Senior Unsecured Revolving Credit Facility.

Repayment of Senior Notes

During the year ended December 31, 2024, the Company repaid in full the outstanding indebtedness under the Company's $ 300 million of 4.25 % senior notes which matured on April 1, 2024.

3.50% Senior Notes due March 2025

The Company has $ 600 million of 3.50 % senior notes due March 2025.

During the year ended December 31, 2025, the Company repaid in full the outstanding indebtedness under the Company's $ 600 million of 3.50 % senior notes, which matured on March 30, 2025.

3.45 % Senior Notes due June 2026

The Company has $ 500 million of 3.45 % senior notes due June 2026.

The senior notes are included in current portion of long-term debt in the Company's December 31, 2025 consolidated balance sheet.

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From time to time, the Company has entered into various interest rate lock agreements and forward-starting interest rate swap agreements to hedge part of the Company's interest rate exposure associated with the variability in future cash flows attributable to changes in interest rates.

During the year ended December 31, 2024, the Company entered into forward-starting interest rate swap agreements with several financial institutions for a total notional amount of $ 500 million, which were accounted for as cash flow hedges.

The agreements were entered into in order to hedge a portion of the Company's interest rate exposure associated with variability in future cash flows attributable to changes in interest rates over a ten-year period related to an anticipated issuance of debt.

In connection with the issuance of the Senior Notes (see Note 13), these agreements were settled and the Company received $ 3 million.

These gains are deferred in stockholders' equity, net of taxes, as a component of accumulated other comprehensive loss, and amortized as an adjustment to interest expense, net over a ten-year period.

Interest Rate Derivatives – Fair Value Hedges

During October 2024, the Company entered into various fixed-to-variable interest rate swap agreements which have a notional amount totaling $ 700 million and variable interest rates ranging from SOFR plus 1.40 % to SOFR plus 1.43 %.

These derivative financial instruments are accounted for as fair value hedges of a portion of the Company's 2034 Senior Notes.

As discussed in Note 2, the Company's primary objective is to achieve the lowest overall cost of funding while managing the variability in cash outflows within an acceptable range.

Therefore, during the years ended December 31, 2025 and 2024, the Company entered into various fixed-to-variable interest rate swaps to convert a portion of the Company's long-term debt into variable interest rate debt.

A summary of the notional amounts of these interest rate swap agreements as of December 31, 2025 and December 31, 2024 was as follows:

Notional Amount

Debt Instrument December 31, 2025 December 31, 2024

5.00 % Senior Notes due December 2034

2.80 % Senior Notes due June 2031

6.40 % Senior Notes due November 2033

Total notional amounts $ 1,800 $ 700

The fixed-to-variable interest rate swap agreements in the table above have variable interest rates ranging from SOFR minus 1.36 % to SOFR plus 2.48 %.

As of December 31, 2025 and 2024, the following amounts were recorded on the consolidated balance sheets related to cumulative basis adjustments for fair value hedges included in the carrying amount of long-term debt:

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(a) The balance includes $ 1 million and $ 5 million of remaining unamortized hedging adjustments on discontinued relationships as of December 31, 2025 and 2024, respectively.

The following table presents the effect of fair value hedge accounting on the consolidated statement of operations for the year ended December 31, 2024:

Year ended December 31, 2024

Interest Expense, Net

The following table presents the effect of fair value hedge accounting on the consolidated statement of operations for the years ended December 31, 2025 and 2024:

Interest Expense, Net Interest Expense, Net

Total for line item in which the effects of fair value hedges are recorded $ ( 264 ) $ ( 201 )

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Derivatives designated as hedging instruments $ 48 $ ( 34 )

A summary of the fair values of derivative instruments in the consolidated balance sheets was as follows:

December 31, 2024

Balance Sheet

Classification Fair Value

Derivatives Designated as Hedging Instruments

Fixed-to-variable interest rate swap agreements Other liabilities $ 34

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

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(in millions unless otherwise indicated)

A summary of the fair values of derivative instruments in the consolidated balance sheets as of December 31, 2025 and 2024 was as follows:

Balance Sheet

Classification Fair Value Balance Sheet

Classification Fair Value

Derivatives Designated as Hedging Instruments

Fixed-to-variable interest rate swap agreements Other assets $ 14 Other liabilities $ 34

STOCKHOLDERS’ EQUITY AND REDEEMABLE NONCONTROLLING INTEREST

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subsidiaries are not adjusted for income taxes.

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(in millions unless otherwise indicated)

The changes in accumulated other comprehensive loss by component for 2025, 2024 and 2023 were as follows:

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Balance, December 31, 2022 $ ( 22 ) $ 1 $ ( 21 )

Other comprehensive loss before reclassifications ( 8 ) — ( 8 )

Amounts reclassified from accumulated other comprehensive loss

Net current period other comprehensive (loss) income ( 8 ) 1 ( 7 )

Balance, December 31, 2022 ( 22 ) 1 ( 21 )

Other comprehensive income before reclassifications 5 1 6

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Balance, December 31, 2024 ( 93 ) 5 ( 88 )

Other comprehensive income (loss) before reclassifications 62 ( 1 ) 61

Net current period other comprehensive income (loss) 62 ( 1 ) 61

Balance, December 31, 2025 $ ( 31 ) $ 4 $ ( 27 )

For the years ended December 31, 2025, 2024 and 2023, the gross deferred gains (losses) on cash flow hedges were reclassified from accumulated other comprehensive loss to interest expense, net.

Dividend Program

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(in millions unless otherwise indicated)

During each of the four quarters of 2025, the Company's Board of Directors declared a quarterly cash dividend of $ 0.80 per common share.

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During each of the four quarters of 2023, the Company's Board of Directors declared a quarterly cash dividend of $ 0.71 per common share.

In January 2025, the Company announced that its Board of Directors authorized a 6.7 % increase in its quarterly cash dividend from $ 0.75 to $ 0.80 per share, or $ 3.20 per share annually, commencing with the dividend payable in April 2025.

In February 2026, the Company announced that its Board of Directors authorized a 7.5 % increase in its quarterly cash dividend from $ 0.80 to $ 0.86 per share, or $ 3.44 per share annually, commencing with the dividend payable in April 2026.

Share Repurchase Program

As of December 31, 2025, $ 0.4 billion remained available under the Company's share repurchase authorization.

In February 2026, the Company's Board of Directors authorized the Company to repurchase an additional $ 1 billion of the Company's common stock.

The share repurchase authorization has no set expiration or termination date.

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For the year ended December 31, 2025, the Company repurchased 2.5 million shares of its common stock for $ 452 million.

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(in millions unless otherwise indicated)

For the year ended December 31, 2024, the Company repurchased 0.9 million shares of its common stock for $ 150 million.

For the year ended December 31, 2022, the Company repurchased 10.1 million shares of its common stock for $ 1.4 billion.

For the year ended December 31, 2023, the Company repurchased 2.0 million shares of its common stock for $ 276 million.

Shares Reissued from Treasury Stock

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The Company records changes in the fair value of the noncontrolling interest immediately as they occur.

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(in millions unless otherwise indicated)

The following table summarizes the activity for the Company's redeemable noncontrolling interest during the years ended December 31, 2025 and 2024:

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Distributions to noncontrolling interest partners ( 4 )

Contributions from noncontrolling interest partners 4

Balance, December 31, 2024

Distributions to noncontrolling interest partners ( 10 )

Contributions from noncontrolling interest partners 4

Balance, December 31, 2025

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(in millions unless otherwise indicated)

STOCK OWNERSHIP AND COMPENSATION PLANS

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Treasury yield curve in effect at the time of grant for bonds with maturities consistent with the expected holding period of the related award.

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(in millions unless otherwise indicated)

The expected holding period was estimated using the historical stock option exercise behavior of employees.

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Expected holding period, in years 5.0 4.9 4.9

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(in millions unless otherwise indicated)

The following summarizes the activity related to stock option awards for 2025:

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Shares vested ( 0.7 ) 130.46 ( 0.5 ) 124.59 ( 0.5 ) 112.28

Shares forfeited and canceled — — — — ( 0.1 ) 122.38

Shares outstanding, end of year 1.1 $ 143.10 1.3 $ 130.02 1.2 $ 130.70

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Each participant is fully vested in their deferred compensation and vests in Company matching contributions over a period of four years at 25 % per year.

This plan was amended effective January 1, 2018 so that future deferrals under the plan may only be made by participants who made deferrals under the plan in 2017.

Through December 31, 2025, deferrals under the plan could only be made by participants who made deferrals under the plan in 2017.

Effective January 1, 2026, the plan will no longer accept deferrals on compensation earned after December 31, 2025.

The amounts accrued under this plan were $ 72 million and $ 68 million as of December 31, 2025 and 2024, respectively.

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The agreement includes an annual fee, which is subject to adjustment based on certain changes in the Company's requisition volume and the achievement of various performance metrics.

Contingent Lease Obligations

The Company remains subject to contingent obligations under certain real estate leases, including real estate leases that were entered into by certain predecessor companies of a subsidiary prior to the Company's acquisition of the subsidiary.

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

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(in millions unless otherwise indicated)

Contingent Lease Obligations

While over the course of many years, the title to certain properties and interest in the subject leases have been transferred to third parties and the subject leases have been amended several times by such third parties, the lessors have not formally released the subsidiary predecessor companies from their original obligations under the leases and therefore remain contingently liable in the event of default.

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In May 2021, the court denied the Company's motion to dismiss the complaint.

After discovery was completed, the Company's filed a motion for summary judgment, which was granted.

After discovery was completed, the Company filed a motion for summary judgment, which was granted.

The matter is on appeal.

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The bankruptcy proceeding has been dismissed.

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(in millions unless otherwise indicated)

Numerous putative class action lawsuits were filed against the Company related to the AMCA Data Security Incident.

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The motion was granted in part and denied in part.

Discovery is proceeding.

Discovery and class certification proceedings are ongoing.

In addition, a group of state attorney general offices are investigating the Company in connection with the AMCA Data Security Incident.

The Company is cooperating with the investigation.

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(in millions unless otherwise indicated)

The Company is subject to a putative class action entitled Cole, et al.

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Thereafter, the Company filed a motion for reconsideration as to the CIPA claim, which was granted.

The district court's decision was affirmed on appeal.

As previously disclosed, in August 2011, the Company had received a subpoena from the U.S.

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On August 23, 2024, the district court dismissed the complaint with prejudice.

The matter is on appeal.

On appeal, the Eleventh Circuit affirmed the district court's dismissal.

The relator filed a petition for certiorari with the U.S.

Supreme Court, which is pending.

The Company also received subpoenas from the U.S.

Attorney for the District of New Jersey.

Attorney for the District of New Jersey (the “NJ USAO”).

The subpoenas seek various records relating to the Company’s relationship with the New York Giants and adherence to certain company policies and federal laws.

The Company is cooperating with the investigation.

The Company settled the matter with the NJ USAO and agreed to enter into a Corporate Integrity Agreement with the Office of Inspector General of the United States Department of Health and Human Services.

The Company has also received several subpoenas from the New York Attorney General’s Office, and is in the process of responding to them.

The Company has also received subpoenas from the New York Attorney General’s Office that seek information about, among other things, the ordering and billing of certain test panels to Medicaid programs in New York.

The Company is cooperating with the investigation.

The Company also received a Civil Investigative Demand from the Texas Attorney General’s Office requesting documents related to its billing to Texas Medicaid.

The Company is cooperating with this request.

Other Legal Matters

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These actions could involve claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages, and could have an adverse impact on the Company's client base and reputation.

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(in millions unless otherwise indicated)

The Company is also involved, from time to time, in other reviews, investigations and proceedings by governmental agencies regarding the Company's business which may result in adverse judgments, settlements, fines, penalties, injunctions or other relief.

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The Company understands that there may be other pending qui tam claims brought by former employees or other "whistleblowers" as to which the Company cannot determine the extent of any potential liability.

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(in millions unless otherwise indicated)

Management cannot predict the outcome of such matters.

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Such reserves totaled $ 178 million and $ 169 million as of December 31, 2025 and December 31, 2024, respectively.

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(in millions unless otherwise indicated)

While the basis for claims reserves is actuarially determined losses based upon the Company's historical and projected loss experience, the process of analyzing, assessing and establishing reserve estimates relative to these types of claims involves a high degree of judgment.

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The DIS business accounted for greater than 95 % of net revenues in 2025, 2024 and 2023.

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(in millions unless otherwise indicated)

All other operating segments include the Company's DS businesses, which consist of its risk assessment services and healthcare information technology businesses.

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As of December 31, 2025, substantially all of the Company’s services were provided within the United States and substantially all of the Company’s assets were located within the United States.

On August 23, 2024, the Company acquired LifeLabs, which provides laboratory diagnostic information and digital health connectivity systems in Canada.

See Note 6 for further discussion.

The following table is a summary of segment information for the years ended December 31, 2025, 2024 and 2023.

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SUBSEQUENT EVENTS

During January 2025 and February 2025, the Company entered into various fixed-to-variable interest rate swap agreements to convert a portion of the Company's long-term debt into variable interest rate debt.

The aggregate notional amount of the interest rate swap agreements was $ 550 million.

Venture with Corewell Health

During August 2025, the Company and Corewell Health signed a definitive agreement to enter into a venture which will perform laboratory testing in the state of Michigan via a new laboratory facility.

The parties completed the transaction during January 2026.

Under the terms of the venture, Quest and Corewell Health will continue to serve providers and patients in Michigan from their existing patient service centers (which will be run by the venture) and their existing laboratories until a new laboratory is operational during 2027.

Equity ownership of the venture is shared 51 % by Quest and 49 % by Corewell Health and Quest will consolidate the business in its consolidated financial statements.

Based on the preliminary purchase price allocation, which may be revised as additional information becomes available during the measurement period, the assets acquired and liabilities assumed principally consist of $ 179 million of goodwill, of which $ 22 million is deductible for tax purposes, $ 124 million of customer-related intangible assets, $ 19 million of operating lease assets, $ 19 million of operating lease liabilities, and $ 12 million of deferred income tax liabilities.

The intangible assets are being amortized over a useful life of 15 years.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures