{"url_path":"/sec/dgx/8-k/2026-05-08/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-08","source_url":"https://www.sec.gov/Archives/edgar/data/1022079/0001104659-26-057938-index.html","accession_number":"0001104659-26-057938","cik":"0001022079","ticker":"DGX","issuer_name":"QUEST DIAGNOSTICS INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1022079/0001104659-26-057938-index.html","primary_entity_key":"0001022079","primary_entity_name":"QUEST DIAGNOSTICS INC"},"word_count":349,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive Agreement**\n\n \n\nOn May 6, 2026, Quest Diagnostics Incorporated (the “Company”)\nissued $500,000,000 aggregate principal amount of 5.000% senior notes due 2036 (the “Notes”).\n\n \n\nThe Company will pay interest on the Notes on June 30 and December\n30 of each year, beginning on December 30, 2026.\n\n \n\nThe Notes will mature on June 30, 2036. The Notes will be the senior\nunsecured obligations of the Company and will rank equally with the Company’s other existing and future senior unsecured obligations.\nThe Notes will not be entitled to the benefit of any sinking fund.\n\n \n\nThe Notes were issued pursuant to an indenture dated as of June 27,\n2001 among the Company, the guarantors (as defined therein) and The Bank of New York Mellon, as trustee (the “Trustee”), as\nsupplemented from time to time, and as further supplemented by a twenty-fourth supplemental indenture dated as of May 6, 2026 between\nthe Company and the Trustee (collectively, the “Indenture”). The Indenture contains covenants that, among other things, will\nlimit the ability of (i) the Company and certain of its subsidiaries to create certain liens and enter into certain sale and leaseback\ntransactions and (ii) the Company to consolidate, merge or transfer all or substantially all of the Company’s assets on a consolidated\nbasis. The Indenture provides for customary events of default. Upon a change of control triggering event (as defined in the Indenture),\nthe Company will be required to make an offer to purchase the Notes at a price equal to 101% of their principal amount plus accrued and\nunpaid interest to the repurchase date.\n\n \n\nThe foregoing description of the Indenture does not purport to be complete\nand is qualified in its entirety by reference to the text of the applicable agreements, each of which is included as an exhibit to this\nCurrent Report on Form 8-K and incorporated by reference herein.\n\n \n\nA copy of the opinion of Allen Overy Shearman Sterling US LLP, counsel\nto the Company, relating to the legality of the Notes is filed as Exhibit 5.1 to this Current Report on Form 8-K."}