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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13
OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported):
April 27, 2026
Quest Diagnostics Incorporated
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or other jurisdiction of incorporation)
| 001-12215 |
16-1387862 |
| (Commission File Number) |
(I.R.S. Employer Identification No.) |
| |
|
|
500 Plaza Drive
Secaucus, NJ |
07094 |
| (Address of principal executive offices) |
(Zip Code) |
| |
|
| (973) 520-2700 |
| (Registrant's telephone number, including area code) |
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.
below):
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock, $0.01 Par Value |
DGX |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
Item 8.01 Other Events
On April 27, 2026, Quest Diagnostics Incorporated (the “Company”)
issued a press release announcing the pricing of a public offering of $500 million aggregate principal amount of its 5.000% senior notes
due 2036 (the “Notes”) under the Company’s shelf registration statement. The Company intends to use the net proceeds
from the offering for general corporate purposes, which may include the repayment of indebtedness. The indebtedness the Company may repay
includes its $500 million aggregate principal amount of 3.45% Senior Notes that mature on June 1, 2026. The Company expects to receive
the net proceeds upon closing of the offering on May 6, 2026, subject to customary closing conditions. A copy of the press release, dated
April 27, 2026, is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference into this Current Report
on Form 8-K.
In connection with the offering of the Notes, on April 27, 2026, the
Company entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, J.P. Morgan
Securities LLC and Mizuho Securities USA LLC on behalf of themselves and the other underwriters named therein. The Underwriting Agreement
is attached to this Current Report on Form 8-K as Exhibit 1.1 and is incorporated by reference into this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
| |
Exhibit |
Description |
| |
|
|
| |
1.1 |
Underwriting Agreement, dated April 27, 2026. |
| |
|
|
| |
99.1 |
Press Release issued by the Company, dated April 27, 2026. |
| |
|
|
| |
104 |
The cover page from this current report on Form 8-K, formatted in Inline XBRL. |
Signature
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
May 1, 2026
| | QUEST DIAGNOSTICS INCORPORATED |
| | | |
| By: | /s/ Sean D. Mersten |
| | | Sean D. Mersten |
| | | Vice President and Corporate Secretary |
Exhibit 99.1
Quest Diagnostics
Prices $500 Million of Senior Notes
SECAUCUS, NJ – April 27, 2026 /PRNewswire/ –Quest
Diagnostics Incorporated (NYSE: DGX) (the “Company”), a leader in diagnostic information services, today announced the pricing
of a public offering of $500 million aggregate principal amount of its 5.000% senior notes due 2036 (the “Notes”)
under Quest Diagnostics' shelf registration statement.
Quest Diagnostics expects to receive the net
offering proceeds upon closing on May 6, 2026, subject to the satisfaction of customary closing conditions. The Company expects to
use the net proceeds from the offering for general corporate purposes, which may include the repayment of indebtedness. The indebtedness
the Company may repay with the net proceeds of this offering includes its $500 million aggregate principal amount of 3.45% Senior Notes
which will mature on June 1, 2026.
This press release shall not constitute an
offer to sell or a solicitation of an offer to purchase any of these securities and shall not constitute an offer, solicitation or sale
in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. This offering may be made only by means of
a prospectus supplement and accompanying base prospectus, copies of which or information concerning this offering may be obtained by calling
Goldman Sachs & Co. LLC, toll free at 1 (866) 471-2526, J.P. Morgan Securities LLC, collect at 1-212-834-4533 or Mizuho Securities
USA LLC, toll free at 1-866-271-7403.
About Quest Diagnostics
Quest Diagnostics works across healthcare to create a healthier world, one life at a time. We connect people, from clinicians to consumers,
with laboratory insights that illuminate a path to better health. With a focus on delivering smarter, simpler testing, we help reveal
new avenues to identify and treat disease, empower healthy behaviors and improve healthcare management. Quest Diagnostics serves half
the physicians and hospitals in the United States and one in three American adults each year, and our nearly 57,000 employees work together
to deliver diagnostic insights that inspire actions to transform lives.
Forward Looking Statements
The statements in this press release which
are not historical facts may be forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements,
which speak only as of the date that they are made and which reflect management's current estimates, projections, expectations or beliefs,
including with regard to the consummation of the offering of the Notes, and which involve risks and uncertainties that could cause actual
results and outcomes to be materially different. Risks and uncertainties that may affect the future results of the Company include, but
are not limited to, uncertain and volatile economic conditions, adverse results from pending or future government investigations, lawsuits
or private actions, the competitive environment, the complexity of billing, reimbursement and revenue recognition for clinical laboratory
testing, changes in government policies, including related to trade, and regulations, changing relationships with customers, payers, suppliers
or strategic partners, acquisitions and other factors discussed in the Company's most recently filed Annual Report on Form 10-K and
in any of the Company's subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, including those discussed
in the "Business," "Risk Factors," "Cautionary Factors that May Affect Future Results" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations" sections of those reports.
SOURCE Quest Diagnostics
For further information: Wendy Bost, Quest Diagnostics (Media): 973-520-2800,
Daniel Haemmerle, Quest Diagnostics (Investors): 973-520-2900
